Built For Good
Cairn Homes plc | Annual Report 2023
At Cairn, it’s not what we build, it’s why we build. It’s about putting down a marker that will stand for generations to come. Creating new communities of connection and belonging for an Ireland where people can thrive. Reshaping, redefining, reinvigorating our place in the world. Building for people, progress, and potential. Because when Cairn build, it’s Built For Good
At Cairn, it’s not what we build, it’s why we build. It’s about putting down a marker that will stand for generations to come. Creating new communities of connection and belonging for an Ireland where people can thrive. Reshaping, redefining, reinvigorating our place in the world. Building for people, progress, and potential. Because when Cairn build, it’s 02
Introduction
Our purpose is to
build sustainable
communities where
people can thrive.
Strategic Report
Corporate Governance
Financial Statements
“Our commitment is
to build homes that
have been thoughtfully
designed, are sustainable
and in the best locations.”
J O H N R E Y N O L D S
C H A I R M A N
01
I N T R O D U C T I O N
03
2023 Highlights
04 Housing Supply in Ireland
Cairn Homes plc | Annual Report 2023
Cairn Homes plc | Annual Report 2023
06
52
102
S T R A T E G I C R E P O R T
C O R P O R A T E G O V E R N A N C E
F I N A N C I A L S T A T E M E N T S
08 Built For Good
10 At a Glance
Chairman’s Statement
12
14
54 Governance at a Glance
55
Board of Directors
57
Senior Leadership Team
Chief Executive Officer’s Statement
58
Corporate Governance Report
16 Market Overview
20
Business Model
22 Our Strategy
64 Audit & Risk Committee Report
68 Nomination Committee Report
74 Directors’ Remuneration Report
32
Chief Financial Officer’s Statement
98 Directors’ Report
34
Task Force on Climate-Related Financial Disclosures
40 Risk Report
51 Going Concern and Viability Statement
104
Statement of Directors’ Responsibilities in Respect of
the Annual Report and the Financial Statements
105
Independent Auditor’s Report
112
Consolidated Statement of Profit or Loss and Other
Comprehensive Income
113
Consolidated Statement of Financial Position
115
Consolidated Statement of Changes in Equity
117
Consolidated Statement of Cash Flows
118
Notes to the Consolidated Financial Statements
155
Company Statement of Financial Position
157
Company Statement of Changes in Equity
159
Company Statement of Cash Flows
161
Notes to the Company Financial Statements
03
Strategic Report
Corporate Governance
Financial Statements
2023 Financial Highlights
2023 Non-Financial Highlights
In 2023 we delivered our strongest ever financial and operational performance,
building a record number of new homes and confirming our position as a long-
term, sustainable and profitable business.
R E V E N U E
+8.0%
2023: €666.8m
2022: €617.4m
G R O S S P R O F I T
G R O S S M A R G I N
+13.4m
2023: €147.6m
2022: €134.2m
+40bps
2023: 22.1%
2022: 21.7%
O P E R A T I N G P R O F I T
O P E R A T I N G M A R G I N
B A S I C E P S / D P S *
+10.1%
2023: €113.4m
2022: €103.0m
N E T D E B T
-€1.0m
2023: €148.3m
2022: €149.3m
+30bps
2023: 17.0%
2022: 16.7%
+1.2/0.2 cent
2023: 12.7c / 6.3c
2022: 11.5c / 6.1c
R O E * *
+0.5%
2023: 11.3%
2022:10.8%
S A L E S C O M P L E T I O N S
+14%
2023: 1,741
2022: 1,526
*
Earnings per Share (“EPS”) is defined as profit attributable to owners of the Company divided by the weighted average number of ordinary
shares for the period. Calculated as €85.4m / 673.8m shares (2022: €81.0m / 703.0m shares).
Dividend per Share (“DPS”) is defined as the sum of interim dividend paid plus final dividend proposed for a financial year. Calculated as 3.1 cent
interim dividend paid plus 3.2 cent final dividend proposed (2022: 3.0 cent interim dividend plus 3.1 cent final dividend).
** Return on Equity (“ROE”) is defined as profit after tax divided by total equity at year end. Calculated as €85.4m / €757.2m (2022: €81.0m / €751.8m)
Our established operating platform allows us to deliver
at industry leading pace, scale and value for money.
Leading sustainably
Retained our CDP A- rating,
co-founded Ireland’s
Supply Chain Sustainability
School and committed to
Net Zero by 2050.
A trusted partner
Continued our delivery of
Social & Affordable high
quality scaled apartment
developments to State
supported counterparties.
Passive House
Commenced construction
at our first Passive
House 598 apartment
development at Piper’s
Square, Charlestown.
R E A D M O R E
p22
R E A D M O R E
p29
P L E A S E R E F E R T O O U R
2 02 3 S U S TA I N A B I L I T Y
R E P O R T F O R F U R T H E R
I N F O R M AT I O N
O N A L L O F T H E S E
I N I T I AT I V E S A N D M O R E
p23 and p30
2023 Operational Highlights
Active sites in 2023
Record sales levels
throughout the year
Energy efficient
homes
20
nationwide as we
continue to expand
our regional footprint
2,800+
new homes sale agreed
1,741
A2 rated (Building
Energy Rating “BER”)
sales completions
Cairn Homes plc | Annual Report 2023
Cairn Homes plc | Annual Report 2023
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04
Housing Supply in Ireland
What does a
sustainable
residential
sector deliver
to Ireland?
R E A D M O R E O N L I N E
Supporting
Ireland’s growing
economy
Ireland has one of the strongest
performing economies in Europe.
This economic success depends on
attracting the right workers to the right
places to meet employer demand.
Ireland’s continued competitiveness
depends on housing supply keeping
pace with demand, with 70% of Irish
CEOs identifying housing availability as
a challenge. The delivery of new housing
is critical to the continued growth of
the Irish economy.
A sector
with impact
Homebuilding has an economic
impact far beyond the new homes
built in a given year. The building and
construction sector employed over
160,000 people in 2023, an increase of
over 10,000 since 2019. As well as direct
employment the sector contributes to
education and upskilling through nearly
5,000 apprenticeships and spin-off jobs
in the communities it operates in.
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Strategic Report
Corporate Governance
Financial Statements
Housing across
all tenures
Housing is a pressing need across all
areas of Irish society. In 2023, 36% of
private renters were at risk of poverty
after paying their housing costs.
A sustainable residential construction
sector is one that is able to work at
pace and scale with State supported
counterparties to deliver Social &
Affordable housing that meet
society’s needs.
Supporting
decarbonisation
Ireland aims to achieve a 51% reduction in
greenhouse gas emissions by 2030, with
households responsible for more than 10%
of all emissions. All new homes in Ireland are
A2 energy rated achieving Nearly Zero Energy
Building (NZEB) standards. Efficient new homes
help reduce household emissions, emitting
70% less carbon dioxide than a home built
under 2005 standards. Please refer to page 14
of our 2023 Sustainability Report for further
detail on our decarbonisation roadmap.
Quality of life
A sector that delivers quality new
housing allows families and individuals
to put down roots and enjoy a high
quality of life. In Ireland, there has been
an 82% increase in 25-29 year olds living
with their parents since 2013 and many
current renters desire security of tenure
in their homes. By building higher
quality and secure-tenure homes,
homebuilders improve living standards
and wellbeing across Irish society.
I N N U M B E R S
161k
construction industry jobs
in Q4 2023
€11bn
construction industry Gross
Value Added (“GVA”) in 2023
32,695
new homes built in 2023
Sources: CSO.
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Strategic Report
Corporate Governance
Financial Statements
Strategic Report
Cairn is a home and community builder, leading
the market in creating sustainable foundations upon
which Ireland can thrive. Our objective is to deliver
sustainable new homes to a broadening customer
base. This is done at industry leading pace and scale
whilst building communities that serve our country’s
present and future needs.
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Strategic Report
Corporate Governance
Financial Statements
P L A C E M A K I N G , A R C H E R S W O O D
A space that can attract people of all ages is a place where
a community can truly thrive. The public park in Archers Wood
is a superb example of this and has proven to be a great asset
to both residents and local visitors, integrating Archers Wood
into the wider community in a very short space of time.
S T R A T E G I C R E P O R T
08 Built For Good
10 At a Glance
12
14
Chairman’s Statement
Chief Executive Officer’s Statement
16 Market Overview
20
Business Model
22 Our Strategy
32
Chief Financial Officer’s Statement
34
Task Force on Climate-Related
Financial Disclosures
40 Risk Report
51 Going Concern and Viability Statement
Cairn Homes plc | Annual Report 2023
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Built For Good
in action
Strategic Report
Corporate Governance
Financial Statements
At Cairn, it’s not about what we
build, it’s about why we build.
It’s about putting down a marker that will stand for generations
to come. Creating new communities of connection and
belonging, building towards an Ireland where everyone can
thrive. Our vision includes people, progress and prosperity
for all. Because when we build, it’s Built For Good.
Thriving communities of connection
Protecting and enhancing natural habitats
Creating jobs and training a new generation
Our dedication to community building will see us expand our focus
from a local level in 2023 to a national level in 2024, with the continuation
of our award-winning community building Home Together initiative
and our exciting partnership with the Community Games, a national
organisation that sees over 160,000 young people and 10,000 volunteers
from 430 towns across Ireland participate.
Cairn is the industry leader in environmental and habitat protection
initiatives. Our Biodiversity Net Gain targets are tied to our remuneration
targets, a bold commitment and a first in the industry in Ireland. Our focus
on planting thousands of native trees and metres of hedgerows, wetland
protection, and bird, insect and mammal friendly design make the spaces
we create not just great for biodiversity but are also linked to quality of life
and health outcomes for people living in the location.
From primary schools through to transition year, mentoring programmes,
intern and graduate programmes, and our engagement with third level
institutions, we are inspiring and helping to develop the future of our
industry. 2023 saw us launch the Cairn Apprenticeship Academy and
become founding partners of the Sustainability Supply Chain School
demonstrating real leadership and commitment to the future of our sector.
Over €5 million
contributed to community projects to date
53,000
trees planted to date
€10 million
will be invested over five years in our Apprentice Academy
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Strategic Report
Corporate Governance
Financial Statements
Find out more about the positive impact
we are proud to have on Irish society at
cairnhomes.com/our-impact
Infrastructure that unlocks great locations
Building responsibly
Innovation that yields real results
Significant contribution to vital infrastructural projects – bridges, roads
and traffic improvements, cycle routes, schools, créches and parks across
all of our developments. These investments and partnerships not only
unlock delivery of thousands of new homes but also improve everyone’s
quality of life.
We build safely, sustainably and responsibly. Health and safety is our
number one priority, recognised in 2023 with an AA Safe-T Cert Rating
and ISO 45001 Accreditation. Our health and safety team is supported
by 38 mental health first aiders. Our long-term sustainability agenda and
rigorous measurement and reporting has resulted in us being awarded
an A- Rating from the Carbon Disclosure Project (“CDP”) again this year.
We have also integrated stringent responsible sourcing of materials into
all of our tendering processes, please refer to page 28 for further detail on
our Responsible Sourcing Approach.
Our unique end to end operating platform allows us to introduce and
pioneer significant innovations in construction methods and the use of
materials throughout the value chain. Integrated Building Information
Modelling (“BIM”) and shared technical libraries, offsite prefabrication and
modular manufacturing have yielded huge efficiencies and programmatic
gains. We are the first company in Ireland to use technologies such as soil
stabilisation and prefabricated modular party walls saving thousands of
tonnes of CO2 emissions and providing significant programmatic gains.
c. €20 million
contributed to date to infrastructural projects in Seven Mills
A-
Carbon Disclosure Project rating in 2023
11.5 weeks
faster on apartment build programmes than large main
contractors (Source: Building Control Management System
(“BCMS”) commencement notices)
Cairn Homes plc | Annual Report 2023
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At a Glance
Our portfolio
Strategically
located and low
cost landbank
We have a landbank of c.16,300 units
(across 35 sites nationwide) located in
areas with excellent public transport
and infrastructure links, allowing
communities to thrive.
Cairn Homes plc | Annual Report 2023
Strategic Report
Corporate Governance
Financial Statements
M3
M2
M1
Meath
M4
Kildare
M50
M50
N7
N81
Dublin
N11
Wicklow
Total: 35 sites
High capacity public
transport routes
Coastal commuter train
Commuter rail
Rapid city
train red line
Rapid city
train green line
M3
M2
M1
Meath
M4
Kildare
M50
M50
N7
N81
Dublin
N11
Wicklow
Total: 35 sites
High capacity public
transport routes
Coastal commuter train
Commuter rail
Rapid city
train red line
Rapid city
train green line
11
L A N D B A N K
Total landbank
c.16,300 units
21%
24%
39%
14%
2%
In planning
SDZ (effective full
planning permission)
Full planning
permission
Residentially
zoned
Subject
to zoning
P L O T C O S T
Housing (c.11,500)
€24k
Average
€37k
Apartments (c.4,800)
€66k
c.16,300 Unit Landbank – Balance Sheet Value €609m
€’m
500
400
300
200
100
0
2015 2016 2017 2018 2019 2020 2021 2022 2023
Acquisitions in Period (€’m)
Cumulative Units Acquired
# Units
25,000
20,000
15,000
10,000
5,000
0
Strategic Report
Corporate Governance
Financial Statements
S O M E K E Y D E V E L O P M E N T S
Seven Mills (Dublin 22)
We received planning permission for the next
three phases of our 5,500 unit development,
during 2023, bringing the total number of
units with full planning permission to 1,894.
We expect to deliver over 250 new private
homes in 2024.
Charlestown (Dublin 11)
As our first Passive House development,
Piper’s Square will deliver 598 of the most
sustainable Social & Affordable apartments
in the Irish market. These ultra low and
efficient energy apartments will have
a 55% lower heat demand than nZEB
compliant apartments.
Sorrell Wood (Wicklow)
Situated in Blessington Demesne, this
development will provide 485 new
homes to first time buyers, with our first
phase of 94 new homes nearly complete.
Archers Wood (Wicklow)
This mixed tenure development delivered
427 new homes set against a backdrop
of 4.5 hectares of active open space with
3,000 sqm of native wildflower meadows.
This thriving community highlights our
success in building places where people
love to live.
Nyne Park (Kilkenny)
We delivered 40 new homes in 2023 and
expect to welcome over 70 new families in
2024. As our first development in Kilkenny,
Nyne Park will deliver over 700 A2-rated new
homes, the majority of which qualify for the
First Home and Help to Buy schemes.
Bayly (Cork)
Located in Douglas, one of Cork’s most
sought-after locations, this development will
deliver over 470 new homes by 2025. Bayly
exemplifies our environmentally responsible
building practices, featuring open play spaces
and landscaped parkland.
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Chairman’s Statement
“Our commitment is to
build homes that are
thoughtfully designed
and Built For Good.”
J O H N R E Y N O L D S
C H A I R M A N O F T H E B O A R D
Cairn Homes plc | Annual Report 2023
Cairn Homes plc | Annual Report 2023
Strategic Report
Corporate Governance
Financial Statements
I am pleased to present the annual report for the year ended 31 December
2023. In addition to providing insights into our performance in 2023, this
report details how our business is positioned to continue our exciting
growth trajectory while maintaining the flexibility to respond to any
future challenges and deliver significant value for our shareholders.
Year in Review
2023 has been another year of strong performance for
Cairn. Despite certain macroeconomic headwinds in
recent years, as well as continued cost of living
challenges and inflationary pressures, we have once
again exceeded expectations across key financial and
operational metrics. The strong operational and
financial performance of the business during 2023
demonstrates the strength and resilience of our
long-term operating model, balance sheet efficiency,
and the high calibre and experience of our management
team. Building on the positive outlook of the Irish
economy and supportive Government housing
policies designed to address housing shortages across
the country, the demand for our homes has continued
to grow, with a record forward order book of 2,350
new homes as at 31 December 2023. With 1,741 sales
completions, our revenue grew to €666.8 million and
our operating profit for the year was €113.4 million.
Shareholder Returns
The Board maintains a disciplined approach to capital
allocation, balanced by an emphasis on reinvestment
as a means to grow our business and satisfy housing
demand. At the same time, supported by strong
financial performance, we remain focused on
providing reliable returns to our shareholders by
sustaining a progressive annual dividend, at between
40%-50% of profit after tax. In October 2023, we paid
an interim dividend of 3.1 cent per ordinary share. We
are proposing a final dividend for 2023 of 3.2 cent per
ordinary share, subject to shareholder approval at our
2024 AGM, resulting in a total proposed dividend of
6.3 cent per ordinary share, a 0.2 cent increase over 2022.
As part of the ongoing capital returns programme, we
also completed €42.7 million of our current €75 million
share buyback programme during 2023.
Built For Good
Our focus at Cairn is to build homes and communities
that will stand for generations and be a place where
people can thrive. The maturity and scale of our
end-to-end operating platform, our innovative and
sustainable construction model, and our in-house
expertise have allowed us to build homes that have
been thoughtfully designed, are sustainable and will
last long into the future.
As one of Ireland’s leading home and community
builders, Cairn has delivered over 7,500 high quality,
A-rated new homes in Ireland, with more than 20,000
people now living in a Cairn built neighbourhood. As
we continue to grow and evolve, we aspire to continue
to contribute to society and address the housing needs
of Ireland’s growing population. This purpose and
vision is strongly underpinned by a clear set of values
and a unique culture, which serve as the compass that
guides how we do business and interact with all
stakeholders.
Stakeholder Engagement
As a Board we recognise that in order to achieve
our purpose, we must consider the views of all our
stakeholders, supporting effective decision-making
and our ability to create value.
13
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Corporate Governance
Financial Statements
Our employees are what makes Cairn successful.
Our ambitious growth agenda is fundamentally
underpinned by their hard work and determination.
Orla O’Gorman, the Non-Executive Director
responsible for workforce engagement, continued
to provide a valuable channel for the Board to hear
employee views in 2023. Orla held regular meetings
with employees at all levels of the organisation, across
our sites and our central office and provided valuable
input into our deliberations regarding culture,
sustainability, our people strategy and insights against
the backdrop of cost-of-living challenges. Further
details on our employee engagement activities during
2023 are contained with the Nomination Committee
Report, on pages 68 to 73.
Since IPO, we have built a deep pool of trusted
subcontractors and suppliers. Each of our top 20
subcontractors have now worked across an average
of 20 of our developments. These partnerships have
provided continuity and supported us in delivering
productivity improvements and efficiencies, while
also mitigating against build cost inflation. Over the
past year, we continued to roll out our approach to
responsible sourcing, initiated in 2022, with a view to
enhancing our suppliers’ approach to ethical, social and
environmental issues in tandem with our sustainability
objectives. The work of our employees and our
relationships with suppliers allows us to serve a
growing and diverse pool of customers. In line with
our purpose of building homes and long-lasting
communities, our commitment to customers does
not end at the point of sale. Our efforts to improve
their experience resulted in us engaging with our
customers as a community, through initiatives such
as “Home Together”, which has been expanded into
a three-year programme. We are extremely pleased
by the results of our community survey, with 85% of
participants reporting a high level of trust between
neighbours and an increased sense of belonging within
their communities.
Shareholder Engagement
The Board recognises the importance of constructive
dialogue with our investors, and we remain open to all
feedback, which forms material aspects of Board
discussions and deliberations. During the past year,
alongside the Remuneration Committee Chair, I met
with shareholders representing approximately 80% of
our shareholder register to discuss revisions to our
approach to the CEO’s remuneration framework.
Following extensive engagement with shareholders,
the final terms of the Stretch CEO LTIP were altered
substantively and approved at Cairn’s Extraordinary
General Meeting held in August 2023. As Chair, and
as a Board, we consider regular and meaningful
engagement with shareholders to be a cornerstone
of strong corporate governance. We will continue
to develop two-way channels of engagement
and communication to further foster mutual
understanding of expectations on strategy,
governance and other issues.
Board Governance
In October, we announced the CFO Shane Doherty’s
decision to step down from his role. On behalf of the
Board, I would like to thank Shane for all his hard work
and dedication to Cairn. During his tenure, Shane
played a pivotal role further enhancing the finance
function, cultivated and developed key relationships
with our stakeholders and further drove our
sustainability agenda to ensure it is integrated into
every aspect of the business. Shane will remain
available to the business to ensure a smooth transition
process to his successor. In February 2024, following
an extensive recruitment process Richard Ball was
appointed as the Company’s incoming CFO, joining
in April 2024.
In addition to the change in CFO, there will also be
certain changes to the Board’s Non-Executive
composition during 2024. As announced in January,
Alan McIntosh stepped down from the Board, having
served more than eight years, initially as an Executive
Director and then as a Non-Executive Director. Having
co-founded the business, throughout his tenure in
both roles, Alan played a pivotal role in the success of
Cairn and ensuring we are positioned strategically to
address our market demands. As disclosed at the same
time, Gary Britton informed the Board of his intention
to step down as a Non-Executive Director at the end of
2024, having served on the Board since IPO in 2015. We
will continue to rely on Gary’s expertise and experience
over the coming months until the end of his tenure.
Over the course of 2024, and as part of our continuous
review of Board composition and refreshment, we will
evaluate potential additions to the Board to ensure its
composition reflects the evolution of the business and
our strategy.
Further detail regarding the changes made to our
Board and Board Committees can be found in the
Nomination Committee Report, from page 68.
Sustainability and Industry Leadership
Our sustainability strategy is fundamentally aligned
with our purpose of developing a new, more
sustainable way to deliver housing in Ireland, towards
a future where everyone can thrive. In fulfilling that
purpose, we recognise the impact our activities have
on the environment, and we continue to take strides
to reduce our carbon footprint while enhancing the
biodiversity on our sites. We were proud to announce
that Cairn’s scope 1, 2 and 3 targets were validated
by the Science Based Target Initiative (“SBTi”) in 2023,
a significant milestone for the business. As part
of those commitments, we are proud to have
commenced construction of our first large scale
Passive House apartment scheme in Charlestown
comprising 598 units, in addition to the
commencement of our second ultra-low energy
Passive House apartment scheme at Seven Mills,
in 2024.
I N N U M B E R S
6.3c
2023 full year dividend
(3.1c interim and 3.2c final proposed dividend)
€315m+
shareholder returns since 2019
Looking Forward
While there continues to be a number of challenges
facing markets and economies the positive outlook
for the Irish economy and low unemployment levels
position Cairn to play a central role in continuing to
increase housing supply across Ireland.
We are excited to enter a new year as a stronger and
more ambitious Cairn. With the strong long-term
fundamentals of our industry and the shortage of high
quality, energy efficient and affordable homes across
the country, we are confident that we will continue
to achieve high levels of financial performance, while
retaining the flexibility to respond to market
opportunities as they emerge and play a key role
in addressing the challenges facing the housing market
in Ireland.
On behalf of the Board, I would like to thank our
colleagues, subcontractors and supply chain partners
for their continuous hard work and commitment
during the past year.
J O H N R E Y N O L D S
C H A I R M A N
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14
Chief Executive Officer’s Statement
“Our investment
in quality and
sustainability is
at the heart of
everything we do.”
M I C H A E L S T A N L E Y
C E O
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Financial Statements
2023 was a year where we firmly established our scaled platform which
is driving momentum into 2024.
The true strength of our scaled operating platform
came to the fore in 2023, delivering significant
growth and record housing output. This impressive
performance reflects the continued reinvestment we
have made in our business, delivering growth across all
of our key operational and financial performance
metrics.
We are committed to delivering high-quality homes
at industry leading pace that will help to address
Ireland’s housing needs. We have a unique competitive
advantage with our low-cost landbank, scaled
operating platform, apartment delivery expertise and
forward order book which will continue to generate
value for shareholders that is aligned with positive
societal outcomes for Ireland.
2023 in Review
The continued successful execution of our strategy
was clearly demonstrated by our new home delivery
in 2023. We significantly increased our output, by 14%,
delivering 1,741 sales completions. We are proud to be
producing this volume of high quality, energy efficient
A-rated homes to our customers. Our exceptional
financial and operational performance, while operating
in a country with strong macroeconomic growth and
supportive Government housing policies, will allow us
to continue to invest and grow our business and
deliver much needed new homes into the future.
Importantly, our homebuilding output is faster than the
industry average. This construction efficiency, coupled
with our scaled operating platform and balance sheet
strength will allow us to continue to drive strong
and consistent margins at competitive price points.
15
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Corporate Governance
Financial Statements
values remain central to how we operate, which will
underpin our future growth.
My co-founder Alan McIntosh made the decision to
step down as a Non-Executive Director in January
2024. Alan has played a pivotal role in creating and
supporting the development of one of Ireland’s leading
homebuilders. I want to extend my sincere thanks to
Alan for the support he has given to both Cairn and
myself over the last number of years.
I would also like to express my gratitude to our
outgoing CFO, Shane Doherty, for his contribution and
commitment over the last four years. Shane has played
an important role in our growth and success during his
tenure, helping position the business to deliver on the
next stage of our journey. On behalf of everyone at
Cairn, I wish Shane well in his future endeavours. I also
look forward to welcoming Richard Ball, who will join
the business in mid-April 2024 as CFO, having worked
in the property industry for almost 20 years.
Outlook for 2024
The outlook for our business is extremely positive.
Our established delivery platform will enable us to
continue to increase our annual volumes, generate
sustainable profits to support our continued growth
and allow us to make a significant contribution
towards Ireland’s housing needs into the future.
Having delivered 1,741 sales completions in 2023,
we will continue to leverage our mature platform and
established supply chain partnerships to grow our
output to c.2,200 sales completions in 2024, an expected
26% increase in delivery. We have consistently increased
our new home delivery at a faster pace than the wider
industry – our expected 26% growth in delivery in 2024,
compares to a Housing For All target growth of 15%.
Notwithstanding the delivery of 32,695 new home
completions in 2023, the highest since 2008, the Housing
Commission estimates that c.42,000 – 62,000 new home
completions per annum will be required in the long-term
to address the historical undersupply in the Irish housing
market. As one of Ireland’s largest homebuilders, we will
continue to play a leading role in driving new home
supply across Ireland over the coming years.
M I C H A E L S T A N L E Y
C E O
This clear market advantage is also underpinned by the
exceptional demand for our new homes, illustrated by
our forward order book and our attractive pricing.
A tangible example of this can be seen at Seven Mills,
which we commenced in January 2023 and which
represents our largest development to date. We will
invest over €2 billion in constructing this new town
over the coming years, delivering 5,500 sustainable
new homes, including high-quality houses,
apartments, and duplexes. Seven Mills will be delivered
to the highest sustainability standards and our
ambition is to deliver Ireland’s first Biodiversity Net
Gain town. This development, which is exceptionally
located, along with our other active developments
and pipeline, will support our growth, deliver on our
ambition of building communities that meet Ireland’s
present and future housing needs, and create
long-term value for shareholders.
Irish Economy & Market Backdrop
While many other European countries continue to face
headwinds, economic indicators for Ireland remain
positive, with our economy continuing to experience
growth. However, while the economy continues to
perform, there remains a chronic undersupply of
housing, which is failing to keep pace with our growing
population and high employment levels. Against the
backdrop of strong demand for new homes, Irish
household balance sheets are among the healthiest in
Europe and deposit levels continue to rise. Additionally,
the Irish government continues to correctly prioritise
new home supply across all tenures through Housing
for All and is investing €5 billion in capital funding in 2024
to meet its housing targets. We are proud to play an
increasingly influential role in tackling Ireland’s housing
crisis across all tenures. We are committed to working
constructively alongside all key stakeholders to ensure
that we continue to deliver new homes at pace, scale
and value for money across Ireland. Ireland’s economic
attractiveness remains linked to our ability to meet this
pent-up demand for housing. We are excited by the
opportunity to play a role in achieving those aims.
Sustainability – ‘Built For Good’
Our ambition is not just to build homes, it is to create
sustainable communities of the highest quality homes
delivered to the highest sustainability standards. To
achieve this, we have embedded sustainability
strategies and initiatives across our day-to-day
operations, ensuring that they are central to our
long-term growth strategy. We have made significant
progress across a number of our sustainability targets,
including reductions across our scope 1,2 and 3
emission targets, which were externally verified by the
SBTi during 2023. Decarbonising our value chain is a
core focus for our business and, together with our
stakeholders will support a reduction in our embodied
and operational carbon.
We also made significant progress on our
decarbonisation journey through building Passive
House apartment schemes, a transition which will
begin with our delivery of 598 new passive apartments
at our Piper’s Square development in Charlestown in
Dublin. Upon completion, it will be one of the most
sustainable scaled apartment developments ever built
in Ireland, materially reducing our scope 3 carbon
emissions, whilst also providing significant cost savings
for occupiers when it comes to energy bills, (c.€33,000
lifetime saving per apartment (undiscounted)). As we
continue to refine the technology, the benefits of
Passive House buildings will be rolled out across future
apartment schemes. To this end, the second phase of
our Seven Mills development will deliver 594 Passive
House standard apartments. This is a true example of
where sustainability, positive societal impact and value
creation are inextricably linked.
Our People
I am fortunate to work with so many great people at
Cairn. Our people are at the heart of everything we do,
and they are the key differentiator for our business,
with their diligence, hard work and dedication
driving our strong performance and growth. We are
committed to continuing to invest and develop
our people, ensuring that Cairn’s strong culture and
Cairn Homes plc | Annual Report 2023
16
Market Overview
Strategic Report
Corporate Governance
Financial Statements
Solid economic
fundamentals
driving demand
Ireland entered 2024 in a strong economic position, following a period of
sustained real growth in the domestic economy. This continued growth,
supported by record levels of employment and consumer spending, is set
to underpin sustained demand for housing which has been structurally
undersupplied for over a decade.
Modified Domestic Demand (“MDD”), an indicator
that best captures the performance of the domestic
Irish economy and excludes some of the effect
of multinational activity, grew in real terms by 0.5%
in 2023. MDD is forecast by the ESRI to grow by 2.0%
in 2024, ahead of the Euro Area average GDP growth
of 0.8% forecast by the European Commission.
(Source: CSO, ESRI, AMECO)
The continued strong performance of the Irish
economy is reflected in a labour market that is
close to full employment. At the end of 2023, there
were 2.71 million people in employment and
unemployment stood at 4.2%. This increase in
employment, with an additional 90,000 people
in employment (+3.4% on 2022) reflects broad
participation and opportunities for work in the
Irish economy (Source: CSO).
Strong Public Finances
Ireland’s public finances remain in good health, with
record levels of tax collected in 2023. Income tax
receipts were €32.9 billion in the year (+7.1%), reflecting
both employment and wage growth in the economy,
with wages growing by 4.6% year on year in 2023.
Corporation tax receipts have also performed strongly
with an overall tax take of €23.8 billion (+5.3%). Ireland
is one of only two countries in the Euro Area projected
by the IMF to have recorded a Government surplus in
2023, with a further surplus expected in 2024. These
surpluses have allowed the Government to dedicate
over €4 billion to the new Future Ireland Fund and €2
billion to a separate infrastructure, climate and nature
fund. These funds will help to ensure that investment
in much needed infrastructure, including projects that
support housing can be maintained over the coming
years. (Source: CSO, Dept of Finance, IMF)
Cairn Homes plc | Annual Report 2023
17
Supportive Demographics
After Census 2022 recorded the highest population
in over 170 years, Ireland’s population reached 5.28 million
in 2023, driven by net inward migration of nearly 80,000
people, the highest level in 15 years. Ireland had the
second youngest population in the EU in 2022 with
a median age of 38.8. Our demographics underpin the
strong structural demand for housing in Ireland which
will continue into the future. (Source: CSO, Eurostat)
32,695 new homes were completed in Ireland in 2023,
a 10% increase on 2022, reflective of strong demand
and a supportive policy environment. The Housing
Commission, established under the Programme for
Government, believes Ireland requires between 42,000
and 62,000 new homes every year until 2050 to meet
the structural demand for housing, necessitated by
population growth and inward migration. (Source: CSO)
FTBs Driving Mortgage Demand
The European Central Bank’s main refinancing rate rose by
200 basis points in 2023 to a record high of 4.5%. As a result,
the average interest rate on new mortgages increased to
4.19% in December 2023 from 2.76% in December 2022.
Despite this, mortgage demand amongst first-time buyers
(“FTBs”) remained very strong in 2023, with 8,606 FTB
mortgage drawdowns for new homes in 2023, valued at
€2.7 billion, up 4% in volume and 12.8% in value year-on-
year. Green mortgages allow buyers of new homes to offset
some of these recent interest rate increases. Discounts of
over 100 basis points are available for new homes with
a Building Energy Rating (“BER”) of B2 or higher, for which
all new Cairn starter homes are eligible. FTBs were also
helped by the relaxation of the Central Bank of Ireland’s
Macroprudential Rules (“MPRs”) in January 2023, which
now allow this cohort to borrow up to 4 times their annual
single or combined income. Ireland’s retail banks remain in
a healthy position to meet this demand for mortgages, with
the two largest banks both having Core Tier 1 capital ratios
of over 14%. (Source: Central Bank of Ireland, BPFI).
Irish households retained their healthy balance sheets
into 2024. Household deposits stood at €153 billion at
the end of 2023, having grown by €42 billion since 2019,
over €4 billion of which was added during 2023.
(Source: Central Bank of Ireland)
Strategic Report
Corporate Governance
Financial Statements
Economic backdrop
R E C O R D E M P L O Y M E N T
P O P U L A T I O N G R O W T H
C O M P L E T I O N S
2.71m
Number of people in employment in Q4 2023.
The highest level on record. (Source: CSO)
97,600
Ireland’s population grew by 1.9% annually
between 2022 and 2023. (Source: CSO)
32,695
New homes completed in 2023.
Up 10% on 2022. (Source: CSO)
H E A L T H Y P U B L I C F I N A N C E S
H E L P T O B U Y S C H E M E
C O M M E N C E M E N T S
€8.4bn
Government Surplus forecast for 2024.
(Source: Dept. of Finance)
23,750
Applications for the Help to Buy Scheme.
(Source: Revenue)
32,801
New homes commenced in 2023.
Up 21% on 2022. (Source: CSO)
2 0 2 4 F O R E C A S T G R O W T H
F T B M O R T G A G E A P P R O V A L S
A P A R T M E N T S
2.0%
The ESRI’s forecast for Modified Domestic Demand
(MDD) growth. (Source: ESRI)
€8.8bn
Total FTB Mortgage Approvals in 2023.
Up 16% on 2022. (Source: BPFI)
11,642
New apartments completed in 2023.
Up 28% on 2022. (Source: CSO)
2 0 2 4 F O R E C A S T G R O W T H
R E C O R D E M P L O Y M E N T
h
t
w
o
r
g
%
2.5
2.0
1.5
1.0
0.5
0
2.71m
t
n
e
m
y
o
p
m
e
n
l
i
l
e
p
o
e
P
2.8m
2.7m
2.6m
2.5m
2.4m
2.3m
2.2m
2.1m
2.0m
Ireland
(MDD)
United
States
Euro
Area
United
Kingdom
(Source: European Commission, CBI, ERSI, IMF)
2019
Q4
2018
Q4
* m = million
(Source: CSO)
2020
Q4
2021
Q4
2022
Q4
2023
Q4
d
e
d
e
e
n
s
e
m
o
h
w
e
N
70,000
60,000
50,000
40,000
30,000
20,000
10,000
0
S U P P LY S T I L L B E L O W F O R E C A S T
A N N U A L S T R U C T U R A L D E M A N D
H ousing
m.
(2023)
Co m
D ept. of
H ousing
(2022)
ESRI
(2020)
2023
Co m pletions
Cairn Homes plc | Annual Report 2023
18
18
Market Overview continued
Strategic Report
Corporate Governance
Financial Statements
Supportive environment for increased housing output
New home completions
50,000
40,000
30,000
20,000
10,000
0
State
Capital
Funding
Initiatives
Introduced
c.50,000
53% Growth
Target
2023 – 2030
32,695
2018
€1.9bn
2019
€2.3bn
2020
€2.6bn
2021
€3.1bn
2022
€4.1bn
2023
€5.0bn
2024
Target
€5.1bn
LDA Established,
first full year
of HTB Relief
HBFI
launches
HTB Relief
Enhanced
Housing for All
launched,
CREL announced
First Home Scheme,
Croí Cónaithe
Levy Rebates,
Cost Rental supports
Planning Bill,
NPF Review,
Project Tosaigh II
2030
Structural
Demand
Govt surpluses
of €38bn forecast
2024 to 2026
Initiatives to
support delivery
across all tenures
Cairn Homes plc | Annual Report 2023
New and Enhanced Policy Supports
for Delivering New Homes
As one of the main political and societal priorities
for the Irish Government over the years, the lack of
housing has been identified as a key risk to Ireland’s
economic success. In 2023, the Government
announced a number of new initiatives to support
the delivery of new homes under the flagship Housing
for All plan, adding €1 billion in capital funding to the
€4 billion that had already been committed for 2023.
This reflects the scale of the Government investment
and reform needed to deliver on Ireland’s housing
need across all tenures, with a target of delivering
nearly 10,000 social and 6,000 affordable new homes
annually to 2030. (Source: Department of Housing,
Local Government and Heritage)
19
Strategic Report
Corporate Governance
Financial Statements
First Home Shared Equity Scheme
One of the key pillars of Housing for All’s support for
home-ownership in the private market is the First
Home scheme, which launched in July 2022 and
continued to ramp up during 2023. There has been
significant interest to date in the scheme, with nearly
3,200 approvals and 1,255 drawdowns since it began.
The State takes an equity share of up to 30% in new
homes (or 20% with Help to Buy) in order to help
FTBs bridge the gap between their deposit and the
price of a new home. The regional price caps for this
scheme increased by €25,000 on 1 January 2023,
to a maximum of €475,000 in Dublin. Further increases
in the price caps were also announced during 2023,
with a €50,000 increase for Meath bringing the cap to
€425,000 from July and a €25,000 increase for Galway,
Limerick, Clare, Laois and Waterford taking effect in
January 2024. (Source: First Home Scheme)
Help to Buy
The Help to Buy (“HTB”) scheme is a further incentive
for FTBs looking to buy their first home. The scheme
allows first time buyers to claim an income tax rebate
of up to €30,000 for the purchase of a new eligible
home costing less than €500,000. Budget 2024
confirmed that HTB will continue until the end
of 2025 at its current level. A record 23,750 Help to
Buy applications were submitted in 2023, up 30%
on 2022 – reflecting strong demand among FTBs
and the importance of these support schemes.
(Source: Revenue)
Development Levy Waiver Scheme
Levies paid by developers to Local Authorities (average
c. €10,000 per new home) and connection fees paid to
Ireland’s water utility provider, Uisce Éireann (c. €5,000)
have been temporarily waived. This scheme, is open
to units commenced between 24 April 2023 and
completed by 31 December 2025.
Supporting Cost Rental Development
The Government announced two new schemes to
support the development of new cost-rental units
during 2023. State funding under the Cost-Rental
Equity Loan (“CREL”) scheme has been increased from
45% to a maximum of 55% of the cost of units acquired
by approved housing bodies (“AHBs”) for affordable
rental. Under ‘Accelerated CREL’ AHBs are enabled to
drawdown funds ahead of completion to support the
forward-funding of projects. The €750 million Secure
Tenancy Affordable Rental (“STAR”) scheme aims to
deliver 4,000 cost rental units in high demand urban
areas. Under this scheme, private developers together
with AHBs can apply to provide cost-rental homes,
with the State making an equity investment of up
to €200,000 per new home, provided they retain
a cost-rental status for 50 years.
Planning Reform
The Government approved the new Planning and
Development Bill which aims to make the Irish planning
system clearer and more efficient to ensure that housing
and infrastructure can be more easily delivered. Cairn
supports the need for a more effective planning system,
however it is not anticipated that this legislation will
impact planning decisions before 2025 and questions
remain about the overall impact of the legislation.
As well as reform of planning legislation, the
Government is undertaking a review of the National
Planning Framework (“NPF”), the overarching policy
document that directs spatial planning in Ireland.
This review will take into account new evidence,
including the results of Census 2022 in shaping
forecasts of structural housing demand that feed into
local authorities’ housing delivery targets. This will help
ensure that the planning system properly reflects the
reality of Ireland’s long-term structural housing need.
Cairn will engage with the NPF Review consultation
in the coming months, to help ensure that the plans
facilitate homebuilders to meet Ireland’s housing need
over the coming years.
Ambitious Housing for All targets to 2030
2 0 2 4 C A P I T A L B U D G E T
S T A T E F U N D I N G U N D E R
€5.0bn
C O S T R E N T A L E Q U I T Y L O A N
55%
S O C I A L A N D A F F O R D A B L E
H O M E S D E L I V E R E D B Y 2 0 3 0
H O U S I N G C O M M I S S I O N A N N U A L
H O U S I N G D E M A N D E S T I M A T E
144,000
42-62k
Record Help to Buy applications
s
n
o
i
t
a
c
i
l
p
p
a
f
o
#
25,000
20,000
15,000
10,000
5,000
0
2018
2019
2020
2021
2022
2023
Surge in First Home shared equity drawdowns
s
n
w
o
d
w
a
r
d
f
o
#
600
500
400
300
200
100
0
2022
2023 Q1
2023 Q2
2023 Q4
2023 Q4
(Source: Revenue, First Home Scheme)
Cairn Homes plc | Annual Report 2023
20
Business Model
Adding value
at every step
Our end-to-end scaled operating
platform allows us to control our
entire product lifecycle, meaning
we create value at every stage. At
Cairn, delivering value and quality
to all of our stakeholders is at the
centre of everything we do.
Strategic Report
Corporate Governance
Financial Statements
S T A G E # 1
S T A G E # 2
S T A G E # 3
Land acquisition
Our strategy centres on
identifying sites that
are complementary to
our existing landbank
and that represent
value accretive
opportunities, located
in areas with excellent
public transport and
infrastructure links.
Planning
We lead and manage
the design and
submission of
new development
designs and planning
applications to ensure
key stakeholder
objectives are achieved,
whilst maximising the
commercial outcome
in a timely manner.
Pre-construction
Our established
capability allows
us to mobilise pre-
construction and
design during the
planning process,
thereby enabling
us to start on site as
soon as we receive
planning grants.
Cairn Homes plc | Annual Report 2023
21
Strategic Report
Corporate Governance
Financial Statements
S T A G E # 4
S T A G E # 5
S T A G E # 6
S T A G E # 7
S T A G E # 8
Commercial
Our commercial team
deliver value through
close governance
of design efficiency,
strong engagement
with our supply
chain, competitive
procurement
and robust cost
management, all
underpinned by
comprehensive
analytical processes.
Construction
Our expanding
operating and delivery
platform allows us to
deliver award winning
developments and
value for money.
As Ireland’s largest
self-build apartment
developer, we leverage
our proven apartment
delivery capability to
deliver energy efficient
apartments at pace
and scale.
Sales
Our commitment
to understanding
our customers and
their needs begins at
land acquisition and
remains at the core of
our entire business
model. Our dedication
to customer insights
and feedback, at all
stages, allows us to be
a partner of choice and
deliver new homes
that exceed the diverse
expectations of our
customers.
Customer Care
Customer experience
is at the centre of the
Cairn home buying
process. Our dedicated
aftercare team
work with all of our
customers to ensure
the highest possible
levels of aftercare.
Added Value
Value added over
60+ years as further
decarbonisation takes
place, with an A-rated
Cairn new home
becoming more
energy efficient as
time goes on. Our
transition into Passive
House apartments
will bring this to the
next level.
Cairn Homes plc | Annual Report 2023
22
Our Strategy
Strategic Report
Corporate Governance
Financial Statements
Creating long-term sustainable value for our stakeholders
Cairn is a home and community builder, leading the market in creating sustainable
foundations upon which Ireland can thrive. Our strategy is designed to support our
purpose – building communities that serve our country’s present and future needs.
F I N D O U T M O R E A B O U T O U R S T R AT E G Y
A N D O U R M AT E R I A L T O P I C S
Sustainability Report 2023
People
We are committed to driving employee engagement to deliver a high-performance
culture in a rewarding working environment where we harness insights and knowledge
from our talented team.
Customers
With a focus on meeting the diverse needs of a rapidly expanding customer
base, we are dedicated to providing high-quality new homes to a broad mix
of private individuals, state agencies and institutional buyers.
Progress and Achievements in 2023
• Developed the Cairn Apprenticeship Academy,
to which we will contribute €10 million over
the next five years which will help enhance the
long-term health and viability of the Irish
construction sector.
Included in Ireland’s Top 20 Best Large
Workplaces in 2023 and designated, for the
second year in a row, as a Great Place to Work.
• Awarded Silver from the Irish Centre for Diversity.
• Partnered with TU Dublin to support them
•
over the next 10 years in the development of
their Design and Construct Centre.
Priorities for 2024
• Continue to connect, develop and inspire our
people through ongoing investment in their
personal and professional development.
• Expansion of and increased investment in our
graduate programme with the aim of trebling
our graduate intake in 2024.
• Having been announced as the title sponsor of
Ireland’s Community Games in January 2024,
we will invest €3 million over four years,
supporting over 160,000 children who
participate annually in these games.
R E A D M O R E
p24
Cairn Homes plc | Annual Report 2023
Progress and Achievements in 2023
• 1,741 sales completions to a diverse customer
pool. Cairn has delivered over 7,500 new
homes to the Irish market since 2015 with
over 20,000 people now living in a Cairn home.
• Agreement and approval reached for our first
three forward fund transactions with a number
of State supported counterparties, expected
to close in 2024.
• Over 80% of our starter homes in 2023 were
available to our customers at prices which are
below State support pricing caps.
• Maintained our market leading levels of
customer care, finishing, landscaping and
commitment to community care which
have become synonymous with Cairn.
Priorities for 2024
• Continue to build relationships with our entire
customer base so as to develop long-term
sustainable partnerships.
• Further expand our aftercare to our
commercial and State supported counterparty
customers, using learnings from our private
customer base.
• Build on the success of our mixed tenure
developments, such as Archers Wood, to
continue to deliver to all of our customers
across all tenures.
R E A D M O R E
p26
23
Strategic Report
Corporate Governance
Financial Statements
Construction
We design and build high quality, well-located, energy efficient
A-rated homes that people love living in now and into the future.
Sustainable communities
We are committed to building homes
in sustainable communities where
people can thrive.
Progress and Achievements in 2023
• Retained the highest possible Safe-T Cert
Grade A.
• Reduced our Accident Frequency Rate by
16% and our Lost Time Incident Rate by 19%.
• Commenced over 2,100 new homes
(26% increase on 2022) across 20 active
sites nationwide.
• Established a dedicated Innovation Team,
which project manages our Strategic
Innovation Evaluation Framework.
• Launched our Group Procurement function
to leverage our scale and facilitate more
effective and efficient procurement.
Priorities for 2024
• Continued focus on Health & Safety initiatives.
Innovation will be central to our construction
•
activities in 2024 as we continue our
digitalisation strategy to include the adoption
of technology to support our growing supply
chain and procurement requirements.
Leveraging our new Group Procurement
function to further embed the use of
framework agreements.
•
• Commence the development of our second
scaled Passive House apartment scheme
at the 608 unit second phase of our Seven Mills
development.
Progress and Achievements in 2023
• Commenced construction on our first 598 unit
Passive House apartment scheme at Piper’s
Square, Charlestown.
• SBTi validated our scope 1, 2 and 3
decarbonisation targets.
• Retained our CDP A- rating.
• Awarded three ISO certifications:
– 9001 Management;
– 14001 Environmental; and
– 45001 Health & Safety.
• Commenced construction at our Seven Mills
development in Clonburris which we are
targeting to be Ireland’s first Biodiversity
Net Gain town.
Priorities for 2024
• Preparation for upcoming reporting
requirements under the EU’s Corporate
Sustainability Reporting Directive.
• Publish our Climate Transition Plan, having
committed in 2023 to achieving Net Zero
by 2050.
• Support and develop the Supply Chain
Sustainability School, which we were a
founding partner of in late 2023.
R E A D M O R E
p28
R E A D M O R E
p30
Cairn Homes plc | Annual Report 2023
24
Strategy Overview
Strategic Report
Corporate Governance
Financial Statements
P I L L A R 1
People
Cairn is committed to continuing to invest in our employee value
proposition – to connect, develop and inspire our workforce. In 2023, we
invested heavily in supporting growth and building internal talent through
development programs, functional support and employee training
Employee Engagement & Satisfaction
We are committed to driving employee engagement
that will deliver a high-performance culture. In 2023
we focused on embedding our employee value
proposition – to connect, develop and inspire – into all
stages of the employee life cycle. The success of this
strategy was evidenced throughout 2023 as we were
recognised by a number of external bodies, with
awards including:
• The Irish Centre for Diversity Silver award; and
• designated by Great Place To Work Ireland as
a Top 20 Best Large Workplace and, for the second
consecutive year, as a Great Place To Work.
These accreditations validate the initiatives and work
which the Company is implementing around our
culture, employee offering and benefits. Our reward
and benefits portfolio remains a key strength in
attracting and retaining employees, with continued
benchmarking ensuring we provide the best reward
and support to our employees. In 2023, we introduced
a targeted one-off €3,500 cost-of-living allowance to
support all employees below senior management level.
Invest in Our People Development
We expanded the scope of our top talent development
in 2023 to include senior managers, in addition to
our mentorship cohort. This allows us to leverage
our top talent from all parts of the business to support
Cairn in achieving its long-term and sustainable
growth. We ran a number of masterclasses throughout
the year, focusing on key management skills such as
delegation and performance conversations, reaching
95% of our people managers. Our employee and
engagement scores improved again during the year.
We achieved an eNPS (employee Net Promoter Score)
of 42 (on a scale of -100 to +100).
In November 2023, we announced the establishment
of the Cairn Apprenticeship Scheme which will see
us contribute €10 million over the next five years.
The Apprenticeship Scheme will help to enhance the
long-term health and viability of the construction
sector in Ireland, by ensuring future pipelines
of staff and addressing the significant skill shortage
in the industry.
Please refer to page 38 of our 2023 Sustainability
Report for further detail.
Cairn Homes plc | Annual Report 2023
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Financial Statements
P R I O R I T I E S F O R 2 0 2 4
We will continue to invest in our people whilst
extending our capacity and capability as we
continue to grow at pace and scale.
The expansion of our graduate programme
will be a primary focus of 2024, with a target of
trebling the size of our new graduate intake
who will be supported through a tailored
development pathway.
We will focus on building our talent
pipelines and supporting existing talent
as we continue our mentorship and senior
manager programmes .
Continued commitment to our Equality,
Diversity and Inclusion (“E,D&I”) agenda will
be at the forefront of our people strategy in
2024 as we look to develop a diverse and
multi-cultural workforce. 93% of our
employees opined in our 2023 E,D&I survey
that Cairn is an inclusive workplace, a result we
are extremely proud of. Please refer to page 34
of our 2023 Sustainability Report for further
detail on our E,D&I agenda.
Case study
Apprenticeship
Scheme
We will develop the Cairn
Apprenticeship scheme, in
which we will invest €10
million over the next five years.
The Cairn Apprenticeship
Scheme will help to enhance
the long-term health and
viability of the construction
sector in Ireland, by ensuring
future pipelines of staff and
addressing the significant
skill shortage in the industry.
Through a multi-faceted
approach, the scheme will
implement initiatives at both
a macro level for apprentices
across Ireland and at a more
local level working with our
existing supply chain.
Increasing the number of construction apprentices
across the residential sector has been identified by
Government as an important component of delivering
its Housing for All strategy. As an industry leader
Cairn is committed to working with the Government
to tackle the challenges being experienced in
housing supply.
The Apprenticeship Scheme will provide supports
to incentivise new entrants into the construction
Industry, be they school leavers or workers who would
like to re-skill. These supports will also be open to
existing apprentices who are currently working with
a Cairn subcontractor. The Scheme will also deliver
a range of tutoring and educational programmes
and provide targeted financial supports to enable
apprentices to embark on their construction careers.
We will explore learning opportunities to support
on-site training, with the potential to launch “learning
zones”. Additionally, we will engage with schools and
other education institutions to increase participation
and highlight the exciting opportunities on offer
in a construction career.
Please refer to page 38 in our 2023 Sustainability
Report for further detail on our Apprenticeship
Scheme.
LOW RES IMAGE
– MR
Cairn Homes plc | Annual Report 2023
26
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Financial Statements
P I L L A R 2
Customers
Cairn has a proven track record in the Irish new homes market in delivering
award-winning schemes to a broad customer base. Our new home
commencements continue to focus on our core starter homes market
and our scaled apartment developments.
2023 was the first year where all of our new private
homeowners had access to our online Customer
Portal. This portal contains helpful guides to their new
homes and acts as a method of communication to
the Cairn aftercare team. To further develop the portal,
in 2023 we introduced a field service app to our site
teams, facilitating real time updates on any issues,
thereby increasing the timeliness and detail of
response to any customer issues.
We are proud to have maintained the levels of
customer care, landscaping and commitment to
community building for which Cairn has become
synonymous with as we continue to grow at pace
and scale.
2023 saw us work in close partnership with our private,
State and institutional customer base, as we delivered
1,741 sales completions, a 14% increase on 2022.
The demand for new homes in Ireland remains
exceptionally strong across all tenures and product
types, and we had our strongest sales period to date,
with 2,800 new homes agreed for sale in 2023. Over
80% of Cairn’s starter homes are available to our
customers at prices which are below State support
pricing caps. This allows more of our prospective
customers to qualify for the State’s impactful initiatives
including Help to Buy (income tax rebate of the lower
of €30,000 or 10% of the purchase price of a new
home) and the First Home shared equity scheme
(funding for up to 30% of a property purchase price
or self-build cost). Our mature business platform and
low land cost allow the delivery of competitively priced
homes for FTBs in locations of proven demand.
Construction of homes for FTBs is a core market for us.
In 2023 we delivered over 500 new starter homes at
average competitive market prices of just under
€400,000 (inc. VAT).
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Financial Statements
P R I O R I T I E S F O R 2 0 2 4
A focus in 2024 and beyond is to introduce
data and insights from our mature private
customer satisfaction framework into our
growing commercial and State supported
counterparty customer base to optimise our
customer experience. Our fully integrated
customer relationship management system
and field service app will allow us to
continuously learn and improve on every
point of the customer journey from enquiry
through to aftercare.
Our customer strategy is to continue to build
on our current partnerships and to explore
new opportunities with our customer base,
with Seven Mills being our most ambitious
project and one with massive potential to
reimagine how a sustainable town can be built.
I N N U M B E R S
82%of Cairn customers rated their experience of buying
a Cairn house as 4* (out of 5) or above
67%of private customers engaged with our aftercare team
through our new online Customer Portal
1.5kmof greenway (Three Trouts Way)
developed by Cairn, connecting
Delgany and Greystones
Case study
Archers Wood
Mixed Tenure
Archers Wood in Delgany is
an example of how a mixed
tenure development can thrive
and reflects our commitment
to creating inclusive
neighbourhoods that cater to
diverse private customers and
State supported counterparties.
This 427 new home development comprises
245 houses, 94 apartments and 88 duplexes,
delivering a well-balanced tenure mix creating
an inclusive and sustainable new neighbourhood
at scale.
Our focus on mixed tenure developments allows
us to execute our sales strategies accordingly.
In working closely in partnership with local
councils, AHBs and State supported counterparties
we believe Archers Wood represents a best-in-
class example of how to effectively address the
housing shortage in Ireland in a sustainable way
that doesn’t compromise on quality.
The accessibility of facilities within a development
is integral to nurturing a vibrant community.
Archers Wood includes a crèche to support young
families and sports facilities like tennis and
basketball courts, as well as a football pitch and
communal features that can be enjoyed by all
residents that help to create a sense of place
and belonging. Additionally, the provision of
playgrounds ensures a family-friendly
environment, encouraging leisure activities for
residents of all ages. Archers Wood also features
4.5 hectares of active open space, 10,000 trees
planted and 3,000 sqm of native wildflower
meadow aligning with our biodiversity and
decarbonisation strategies.
Archers Wood demonstrates the power of
inclusive design in construction and urban
planning. Our development exemplifies how a
diverse range of customers can live harmoniously
within a single community. By integrating various
housing options and amenities, we’ve succeeded
in creating a vibrant, inclusive neighbourhood
that caters to the needs and aspirations of all
our residents.
Our approach not only promotes social
integration and helps to provide new homes
at scale but also contributes to the creation
of a thriving and cohesive community.
Cairn Homes plc | Annual Report 2023
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Financial Statements
P I L L A R 3
Construction
Our proven operating platform, established subcontractor base, supply chain and
pipeline of active and future developments ensures we will continue to deliver new
homes at pace, scale and value for money.
Quality
As part of our value creation strategy, we consistently
look to innovate and improve our construction
management and methodologies. In 2023 we
developed a detailed quality framework with
integrated Live Power Business Intelligence (“BI”)
Dashboards. This real time reporting mechanism tracks
quality performance per unit and per project, allowing
us to establish detailed benchmarking and scoring
across all Cairn developments.
With a live portfolio of multiple sites varying in size and
scale, we have established clear quality benchmarks to
ensure the highest standards are held throughout our
business that exceed customer expectations. Our
database records live performance statistics on site
quality, aftercare, and customer care enabling us to be
market leaders at all stages of the development cycle.
Operating Platform
We continued to invest in our operational and delivery
platform, commencing over 2,100 new homes in 2023,
a 26% increase from 2022. Our sustainable and growing
profitability is supporting significant investment in our
construction activities. Construction work in progress
(“WIP”) investment of €439.9 million in 2023 drove
activity across 20 sites nationwide, underpinning our
growth into 2024.
Health & Safety
Our number one priority at Cairn has always been
operating and maintaining safe environments for
our employees, subcontractors, suppliers, customers
and the communities in which we live and work.
The Company continued to invest heavily in health
and safety during 2023 and retained our externally
accredited Safe-T Cert Grade A. In the context of a year
where hours worked increased by 15% and Cairn
commenced four new sites and six new phases on
existing developments, our Accident Frequency Rate
decreased by 16% and our Lost Time Incident Rate
reduced by 19%. We were extremely proud to be
awarded ISO accreditation in Health & Safety (45001)
during the year, evidence of maintaining the highest
industry standards of heath and safety across our
business. Please refer to pages 26 and 27 in our 2023
Sustainability Report for further detail on our Health
and Safety agenda.
Cairn Homes plc | Annual Report 2023
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Financial Statements
Standardisation
We enhanced our Cairn Design Platform with the
launch of our Cairn Technical Design Library. This
repository of knowledge is issued to our consultants,
and provides them with extensive industry knowledge
and preferred methods of Cairn design, specification,
and process allowing us to eliminate design variations
and inefficiencies, meaning we can deliver more
efficiently and effectively for our customers.
In 2023, we launched our Standardisation Tool
Kit. This detailed design system is centred around
creating substantial efficiencies in the design
procurement and construction process. Using
prescribed design information to minimise repetitive
work, we have created a formulaic information
template, so our external consultants produce technical
information fully in line with our requirements – a
step-by-step system to produce a Cairn home.
Customer feedback is a key driver of our standardisation
agenda, particularly on large multi family unit projects to
ensure that facility management, long-term maintenance
and quality are consistent for our customers.
Procurement Efficiencies
To support our scaling business, we launched our
Group Procurement function in 2023 enabling more
effective and efficient procurement across our growing
pipeline of projects.
Increased design standardisation throughout the
year enabled Group Procurement to enhance
our multi-project orders and enter into strategic
Framework Agreements across key product categories
which will further strengthen our supply chain
relationships, add value, provide delivery certainty and
de-risk our pipeline. Standardisation Kits are directly
linked to our Group Procurement systems to ensure that
similar products are coded identically on all projects,
further unlocking the potential for scaled benefits.
Supporting Our Industry
In 2023, we launched the Cairn Apprenticeship Academy,
which will see us invest €10 million over the next five
years. The Academy will help to enhance the long-term
health and viability of the construction sector in
Ireland, by addressing future skills in the industry.
We commenced a programme of work on Responsible
Sourcing designed to ensure our supply chain
partnerships support the delivery of our sustainability
objectives. Following extensive engagement with our
Subcontractors we have further developed our
Responsible Sourcing programme, clarifying our
expectations, timelines and supports available. To this
end we are proud to be a Founding Partner of the
Supply Chain Sustainability School Ireland (“SCSS”) –
the next step in our commitment to ensuring we bring
our supply chain partners with us on our sustainability
journey, by providing them with free learning
resources. Please refer to page 28 for further detail on
both our Responsible Sourcing approach and the SCSS.
P R I O R I T I E S F O R 2 0 2 4
Delivery of New Homes
We will continue to invest in our delivery platform
as we target the delivery of 2,200 sales completions
across all tenures in 2024. We have up to nine new
sites and new phases across five of our existing
large-scale, multi-year developments planned,
underpinning our commitment to increased output
and continuing growth. As Ireland’s largest self-build
apartment developer we will continue the
construction of c. 2,000 apartments in 2024.
Innovation
We are committed to continuous improvement
and intend to drive further operational delivery
excellence and stakeholder value creation through
our innovation framework in 2024.
Building on the ways of working firmly established
in 2023, we are currently assessing in excess of
50 innovation solutions which are centred around
themes of sustainability, value improvements,
digital construction, productivity improvements
and modern methods of construction, two
examples of which are:
a) Timber Frames (Houses): changes to our core
timber frame detail, developed with our
industry partners, which will drive value and
lower our carbon output; and
b) Concrete Frames (Apartments):
implementation of established focus design
efforts to reduce the concrete and carbon used
in our apartment developments. This will be
based on post occupancy structural
measurement of our built portfolio and
precision standardised designs.
Supply Chain Engagement
We will continue our digitalisation strategy to
include the adoption of technology to support
our growing supply chain and procurement
requirements with additional focus on data
analysis, reporting, capacity planning, category
management and opportunity and risk appraisals.
Supporting our innovation agenda, our supply chain
partners will participate in our open innovation
assessment process, where all new products and
systems are evaluated, developed and assessed
prior to use on site.
Through the SCSS we will provide standardised
education and training to our supply chain through
webinars, e-learning modules and workshops
across 17 sustainability topics.
Case study
Leading on
Decarbonisation
In 2023, we launched our first 598 unit Passive
House apartment scheme at Piper’s Square,
Charlestown, which will be one of the most
sustainable scaled apartment developments in
Ireland. As a Passive House development, Piper’s
Square will reduce Cairn’s scope 3 emissions by
an estimated 9,500 tonnes of carbon, compared
to standard building regulations, equivalent
to 5% of our entire 2019 baseline footprint.
We will use our leading position in the Irish
construction industry to show that this world-
class building standard is achievable using existing
supply chains and can become the standard,
accelerating decarbonisation across our sector.
Please refer to page 16 of our 2023 Sustainability
Report for further detail.
Cairn Homes plc | Annual Report 2023
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Corporate Governance
Financial Statements
P I L L A R 4
Sustainable
communities
In 2023, we continued our commitment to creating vibrant and cohesive communities
through our Home Together initiative. By facilitating engaging activities like coffee
mornings, street feasts, and the establishment of neighbourhood network teams, we have
successfully helped to foster a sense of community within our residential developments.
Our Home Together initiative was introduced in 2021 as
a comprehensive three-year programme that focuses
on building thriving communities where people love to
live. This year Archers Wood joined the growing list of
Cairn developments to participate in this programme,
with a total of seven developments now participating.
We proudly supported grassroots community
organisations across Ireland, through sponsorships
and contributions in 2023. Our beneficiaries
include local sports clubs, schools, and charitable
organisations, furthering our commitment to
sustainable community building. Our partnership
with Children’s Books Ireland, themed “Building
Communities” through promoting reading, has
continued. Together, we co-curate reading lists for
primary school children and have gifted numerous
books to schools throughout Ireland.
We successfully applied for nine new grants of
planning permission during 2023, obtaining
permissions for over 2,350 new homes.
Cairn recognises that communities thrive not just
within the walls of homes but in the spaces between
them. Our placemaking framework places a strong
emphasis on providing amenities that encourage
community bonding, relaxation, and interaction,
while also attracting the wider local community.
This commitment is evidenced throughout our
communities though greenways, parks, pitches,
tennis and basketball courts with our development
in Graydon (Newcastle) being shortlisted for the
Placemaking Initiative of the Year at the 2023 National
Property Awards. We completed a series of significant
placemaking and amenity projects, including parks
with state-of-the-art sporting facilities in both
Graydon and Archers Wood, where the beautiful
Three Trouts Way features a raised board walk over
a wildlife-rich forest and wetlands habitat linking
Delgany to Greystones.
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P R I O R I T I E S F O R 2 0 2 4
In early 2024, we were announced as the title
sponsor of the Cairn Community Games.
This immersive sponsorship will allow us to
expand our community activities beyond
our developments, reaching out to every
community in Ireland.
The Community Games, an independent
voluntary organisation, operates in local
communities across Ireland, offering children
and young people aged 6 to 16 the chance to
cultivate active and healthy lifestyles in a
secure environment. This is achieved through
their engagement in a diverse range of sports
and cultural activities, fostering community
spirit and cooperation. We wholeheartedly
share the belief that every young person
should have the opportunity to participate
in sports and the arts within their local
community, nurturing an understanding
of the joy that comes from being active
and healthy.
Additionally, our commitment to the Home
Together initiative continues in 2024, with
a series of development graduations as
developments complete the three-year
programme and the empowerment of the
initiative to operate autonomously. We will
provide ongoing support through Community
Engagement packs and guides, along with an
online resource that compiles the knowledge
and insights accumulated throughout the
project to date. This resource will serve as a
roadmap for future residents, ensuring that
the Home Together initiative thrives and
enriches our communities for years to come.
Case study
Home
Together
In 2023, our Home Together
initiative reached a significant
milestone, advancing to a
stage where the majority of
community activities were
driven by residents and tailored
to the specific character
and demographics of the
participating developments.
Our initial pilot projects have now entered their
third year, with the Home Together team
transitioning from a hands-on role to an advisory
and supportive one, empowering residents to
steer future actions according to their own
community requirements.
Throughout the year, noteworthy activities
included yard sales, street feasts, outdoor
cinema nights, coffee mornings, allotment
planning and plotting, community library design
workshops, cocktail demonstrations, and balcony
planting workshops, in addition to festive events
like Halloween and Christmas socials. These
activities not only fostered community cohesion
but also encouraged sustainable practices and
resource sharing.
environments. The journey from pilot projects to
a mature, self-sustaining program is a testament
to the power of community-driven initiatives and the
positive impact they can have on our quality of life.
Please refer to page 30 of our 2023 Sustainability Report
for further detail on Our Home Together Initiative.
An essential aspect of the Home Together initiative is
continuous engagement with residents. They actively
participated in surveys, both online and through
door-to-door visits, conducted by the Home Together
team and key community leaders. Co-creation
presentations and workshops provided opportunities
for residents to influence the direction of their
developments. End-of-year surveys were conducted
for participants from the first, second, and third years,
yielding valuable feedback and insights.
In 2023, the Home Together initiative reached a pivotal
stage in its evolution, enabling residents to become
the architects of their community’s future. Through
community-led activities, sustained engagement,
and knowledge sharing, the program has not only
nurtured a sense of togetherness but has also
contributed to sustainable and thriving living
Cairn Homes plc | Annual Report 2023
32
Chief Financial Officer’s Statement
“2023 saw the Group
continue its strong growth
trajectory, achieving yet
another record trading year
with 1,741 sales completions,
an increase from 1,526 sales
completions in 2022.”
S H A N E D O H E R T Y
C H I E F F I N A N C I A L O F F I C E R
Cairn Homes plc | Annual Report 2023
Strategic Report
Corporate Governance
Financial Statements
Revenue
The Group continued its strong growth trajectory in
2023, achieving yet another record trading year with
1,741 closed sales, an increase from 1,526 closed sales
in 2022. The Group’s revenues amounted to €666.8
million, up from €617.4 million in 2022. Of this, €649.9
million came from residential closed sales, compared
to €610.8 million in 2022, while development site
and other sales contributed €16.9 million, up from
€6.5 million in 2022.
Profit after tax was €85.4 million (2022: €81.0 million),
equating to basic earnings per share of 12.7 cent (2022:
11.5 cent).
Balance Sheet Efficiency
Total assets were €1,039.9 million at 31 December 2023
(2022: €1,025.3 million), with net assets of €757.2 million
at that date (2022: €751.8 million). With €85.4 million
profit after tax, we delivered a return on equity (“ROE”)1
of 11.3% compared to 10.8% in the prior year.
Gross Profit and Operating Profit
The gross profit for the year amounted to €147.6 million,
up from €134.2 million in 2022, resulting in a gross
margin of 22.1%, compared to 21.7% in 2022. The
increase in gross margin was due to product mix, supply
chain and construction efficiencies. However, the
impact of build cost inflation partially offset these gains.
The operating profit for the year was €113.4 million,
up from €103 million in 2022, resulting in an operating
margin of 17.0%, compared to 16.7% in 2022.
Operating expenses amounted to €34.2 million,
up from €31.2 million in 2022, reflecting ongoing
reinvestment in the business to support our growth
objectives. With the challenges that the increased
cost of living had on our employees, we continued
to invest in our employee value proposition, including
providing a targeted one-off €3,500 cost of living
allowance to support all employees below senior
management level.
Profit after Tax and Earnings per Share
The finance costs for the year amounted to
€14.1 million, up from €9.6 million in 2022. As the
business continued to grow and expand, there was
an increase in working capital investment throughout
the year. This resulted in higher average drawings
with an increase in variable borrowing costs during
the year due to the higher interest rate environment,
compared to 2022.
Our balance sheet included inventories at
31 December 2023 of €943.4 million (31 December
2022: €967.3 million), comprising land held for
development of €609.2 million (31 December 2022:
€628.3 million) and construction work in progress
(“WIP”) of €334.3 million (31 December 2022: €339.0
million). The decrease in land by €19.1 million was
primarily due to the release of costs associated
with 1,741 closed sales and land disposals, totalling
€77.1 million, offset by land acquisitions during
the year of €57.9 million. The decrease in WIP by
€3.4 million was primarily due to the release
of costs associated with 1,741 closed sales,
totalling €443.3 million, offset by an investment
of €439.9 million in WIP during the year.
As at 31 December 2023, the Group had available
liquidity, including cash and undrawn facilities, of
€200.6 million, compared to €199.2 million as at
31 December, 2022. The net debt of €148.3 million2
was similar to the net debt of €149.3 million in the
prior year. Net debt to inventories (at cost) was
just 15.7%3 (2022: 15.4%), reflective of our lowly
leveraged balance sheet.
1 Return on Equity (“ROE”) is defined as profit after tax divided
by total equity at year end. Calculated as €85.4m / €757.2m
(2022: €81.0m / €751.8m).
2 Consists of loans and borrowings €173.8 million less cash and
cash equivalents of €25.6 million (2022: loans and borrowings of
€171.0 million less cash and cash equivalents of €21.7 million).
3 Represents net debt of €148.3 million as a percentage of
€943.4 million inventories (2022: net debt of €149.3 million as a
percentage of €967.3 million inventories).
33
Strategic Report
Corporate Governance
Financial Statements
Cash Flow
The operating cash flow for the year was €164.9
million, which includes €107.0 million in net cash from
operating activities and €57.9 million invested in
strategic land acquisitions. In 2022, the operating cash
flow was €125.9 million, which included €93.9 million
in net cash from operating activities and €32.1 million
invested in strategic land acquisitions. The operating
cash flow for the second half of 2023 was €194.8
million, compared to €129.6 million in H2 2022. We
also returned €42.7 million to shareholders through
our share buyback programme and a further €41.9
million through ordinary dividends during the year.
Capital Allocation
We take a disciplined approach to capital allocation,
balanced between ongoing investment in growing
our business and shareholder returns, and remain
committed to distributing surplus cash flow and
capital to shareholders. Cairn also continues to explore
specific returns accretive market opportunities which
may result in increased profitability and enhanced
shareholder returns in the medium-term, subject to
meeting and exceeding our internal returns hurdles.
The Company is in a period of significant cash
generation which supports our growth and capital
allocation strategy. We expect to deliver a 15% ROE in
2024 which is a critical KPI for our scaling business.
During 2023, we paid €41.9 million to shareholders in
dividends and the Board has proposed a final dividend
of 3.2 cent per ordinary share which, when combined
with the interim dividend of 3.1 cent per ordinary
share, will represent a total dividend for the financial
year to 31 December 2023 of 6.3 cent per ordinary
share. We also completed €42.7 million of our current
€75.0 million share buyback programme during 2023
with 38.7 million shares repurchased at an average
purchase price of €1.10, and subsequently cancelled.
Looking forward to 2024, Cairn will continue to pay a
progressive interim and final dividend and will provide
further updates on our capital allocation plans as the
year progresses.
Operating Review
The Company delivered 1,741 sales completions in
2023 across 20 residential developments (2022: 1,526
sales completions across 17 residential developments).
Build cost inflation (“BCI”) continued to moderate
throughout the second half of 2023, in line with our
expectations, to less than €10,000 per new home built
or c.4% of hard build costs (2022: €20,000 and 8%).
Materials including concrete (5% government concrete
levy introduced in September 2023) and masonry
(concrete levy equates to c.3.5% on masonry bricks)
increased in cost throughout 2023, with pressure on
labour rates and other materials (including insulation)
moderating throughout the year. With twelve new
site commencements since the start of 2022 and
over 4,000 people (including direct employees,
subcontractors and other sector professionals) working
across our active sites on a daily basis, we continue
to leverage our scaled platform and deep supply chain
to manage the ongoing inflationary environment.
The demand for new homes in Ireland remains
exceptionally strong across all tenures and product
types. Cairn had our strongest period to date for sales
agreed in 2023, with 2,800 units agreed for sale.
Demand for our product has continued in the early
months of 2024 with successful private launches across
starter homes in Sorrell Wood (Blessington) and
Parkleigh (Seven Mills), continuing the sales momentum
from Q4 2023 into the 2024 spring selling season.
The Company’s sustainable and growing profitability is
supporting significant investment in our construction
activities. Our record WIP spend of €439.9 million in
2023 drove activity across 20 sites nationwide and
underpins our growth into 2024. We successfully
applied for nine new grants of planning permission
during 2023, obtaining permissions for over 2,350 new
homes. All of our forecasted 2,200 sales completions
in 2024 have full planning permission. Cairn currently
has planning applications across all planning systems
including the single-step Strategic Housing
Development (“SHD”), the fast-track Strategic
Development Zone (“SDZ”) and the Large Scale
Residential Development (“LRD”).
Cairn commenced construction on four new sites in
2023, including the first phase of 569 new homes at
our landmark mixed-tenure Seven Mills development
at Clonburris (Dublin 22), in addition to new
developments at Sorrell Wood (Blessington), Pipers
Square (Charlestown) and Bayly (Douglas, Cork). We
also commenced new phases of housing and scaled
apartment developments at six of our existing
developments including Parkside (Balgriffin), Nyne
Park (Kilkenny), Castletroy (Limerick), Mercer Vale
(Cherrywood), Swanbrook (Navan) and Citywest
(Dublin 24).
Outlook
We continue to look forward with confidence. Our
business will continue to grow and play a significant
role in delivering scaled housing solutions to meet the
demand for new homes in Ireland across all tenures.
We will continue to reinvest in our business to support
this sustainable growth whilst also delivering
meaningful capital returns to our shareholders.
Finally, I would like to take this opportunity to wish
Michael, my Board colleagues and all of the Cairn team
the very best wishes for the future. I informed the
Board of my intention to step down from my role of
Chief Financial Officer in October 2023. While I will stay
on with Cairn until the third quarter of 2024 to ensure
an orderly transition of duties to my successor, Richard
Ball, I will not be seeking re-election to the Board of
Directors at the forthcoming AGM on 10 May 2024.
I am very grateful to have had the opportunity to serve
as Chief Financial Officer at Cairn and work closely with
such talented people throughout the business. Cairn
has an exciting long-term outlook, and I am very proud
of the significant progress that we have made during
my time with the business.
R E V E N U E
€666.8m 2022: €617.4m
G R O S S M A R G I N
22.1% 2022: 21.7%
O P E R A T I N G P R O F I T
€113.4m 2022: €103.0m
E A R N I N G S P E R S H A R E ( B A S I C )
12.7 cents 2022: 11.5 cents
D I V I D E N D S P E R S H A R E
6.3 cents 2022: 6.1 cents
L A N D & W I P
€943.4m 2022: €967.3m
N E T D E B T
€148.3m 2022: €149.3m
T O T A L E Q U I T Y
€757.2m 2022: €751.8m
R O E
11.3% 2022: 10.8%
Cairn Homes plc | Annual Report 2023
Strategic Report
Corporate Governance
Financial Statements
Governance
The Board is ultimately responsible for sustainability
at Cairn while the Executive Directors maintain
full strategic and operational oversight of the
sustainability agenda. This agenda incorporates
our response to the transition risks associated
with the shift to a lower carbon economy, and the
physical risks it faces in respect of climate change.
Strategy Channel
At each Board meeting (approximately seven per
year), progress towards our strategic objectives is
discussed, together with factors that are affecting
or may affect those objectives and our strategy.
Climate-related issues are a key lever in our
strategic objectives and, consequently, form an
integral part not only of the strategic reporting
cycle, but also the annual strategic review.
Risk Management Channel
The Audit & Risk Committee maintains oversight
of the risk register, monitors our response to risk
and has identified the impacts of climate change
as a principal risk. The risk management framework
supports and promotes the identification and
management of climate-related issues on a
business wide basis, managed through our
embedded risk management process. This is
reflected in the inclusion of sustainability within
our Long-Term Incentive Plan (“LTIP”), which in
turn is underpinned by sustainability metrics
incorporated into our remuneration frameworks
(approved by the Remuneration Committee),
ensuring that targets and objectives of employees,
including Executive Directors, and the business,
are aligned.
The Chief Executive Officer retains responsibility
for defining the strategic direction of the business
and Cairn’s climate-related performance.
Operationally, our Senior Leadership Team,
supported by Cairn’s Head of Sustainable
Construction, Sustainability Team and the
Innovation forum, direct the management
of climate-related risks and opportunities.
Separately, the Chief Financial Officer is
responsible for ensuring the financial impacts
of climate-related issues are fully understood
and reflected in Company budgets.
All employees at Cairn, regardless of seniority,
are responsible for supporting the delivery of
goals and objectives, identifying and managing
risks, and promoting the Company values.
Through our People Strategy, the Chief People
Officer ensures that climate-related issues, and
our response to them, are both communicated
and incorporated into employees’ annual
objectives and associated incentives. The Chief
People Officer is also responsible for ensuring the
Company’s resources and capabilities match its
climate-related responses.
Our disclosure is in line with latest TCFD guidance,
recommendations, and publications. We will
continue to enhance our TCFD disclosure in
line with latest guidance and supplement
our responses.
34
Task Force on Climate-Related
Financial Disclosures
Task Force
on Climate-
Related
Financial
Disclosures
(“TCFD”)
Risks and opportunities posed by climate
change that have the potential to generate
substantive changes in operations, revenue,
or expenditure, including:
i.
ii.
iii.
iv.
v.
a description of the risk or opportunity
and its classification as either physical,
regulatory, or other;
a description of the impact associated
with the risk or opportunity;
the financial implications of the risk or
opportunity before action is taken;
the methods used to manage the risk
or opportunity; and
the costs of actions taken to manage
the risk or opportunity.
Cairn Homes plc | Annual Report 2023
Cairn Homes plc | Annual Report 2023
35
Strategy
Our risk management framework, which identifies
climate-related issues as a principal risk and
uncertainty, considers all risks based on three horizons.
Strategic Report
Corporate Governance
Financial Statements
Climate-related Risks and Opportunities
The climate-related risks and opportunities presented
here were identified through our climate-related
scenario analysis.
Transitional
Risk
F U R T H E R D E TA I L O N T H I S A N A LY S I S C A N B E F O U N D
I N O U R 2 02 3 S U S TA I N A B I L I T Y R E P O R T
T C F D R I S K /
O P P O R T U N I T Y
T Y P E
Technology
Transitional
Risk
Emerging
Regulation
Transitional
Opportunities
Products
and Services
Risk Time Horizon Explained
Here and now
Risks to the immediate term
(one year or less) goals and objectives
of the business
Medium-term
Risks with a horizon of between
1 year and 4 years
Long-term
Risks with a horizon of more
than 4 years
Climate-related risks are categorised
into: ‘transitional risks’, being the risks
related to the transition to a lower
carbon economy and ‘physical risks’
being risks arising from the physical
effects of climate change.
D E S C R I P T I O N
T I M E
H O R I Z O N
R E S P O N S E
There is a risk that Cairn may be unable to transition to low
carbon products at the pace needed. For example, there are
often public/local authority obstacles to using reused
materials within Cairn sites. Where these obstacles are
overcome, there may be issues with securing a reliable
supply of those materials on a large scale. Some targets for
reduction would require timber frame in apartments, which
is not normal practice in Ireland. There is also a consideration
that financiers may not lend to potential customers if units
are not built to certain specifications e.g. no brick and clad.
Future regulation may lead to restrictions on what Cairn
is able to build, increased costs, or longer build times.
For example, carbon pricing may lead to an increase in
material costs as manufacturers face higher input costs.
Energy efficiency requirements may increase costs and
reduce build options. An increasing focus on retrofitting
existing homes and quotas on new builds in Net Zero
scenarios for Ireland may limit capacity for new build.
Broader planning conditions are expected to include
greater environmental mitigation, specifically related
to biodiversity and climate resilience.
Long-
Term
Medium-
Term
Our Technical team continues to
review low carbon products, systems
and processes for our housetypes.
We are members of the Irish Green
Building Council and actively
participate in the Healthy Homes
Ireland Forum with the aim of
delivering greener healthier homes.
We submitted a Science Based Target
in line with a 1.5°C pathway in
December 2022, which was verified in
September 2023 by the Science Based
Targets Initiative (“SBTi”). In December
2023 we committed to the SBTi Net
Zero standard. These commitments
guide our internal strategy towards
the same goals as national and EU
regulation to keep in line with the
Paris Agreement and mitigate risk
from emerging regulation.
Scenarios to keep in line with national climate reduction
targets show all new builds should be A rated and have heat
pumps as a heating source. This demand may come from
any or all parts of our customer base including individual
homebuyers and institutional buyers, particularly
Government agencies.
Medium-
Term
All of our new houses have heat pumps
by default and all of our homes have a
BER rating of A3 or above. We are
currently planning our first passive
house development to further reduce
energy demand in the homes we build.
Cairn Homes plc | Annual Report 2023
Strategic Report
Corporate Governance
Financial Statements
Climate-related Risks and Opportunities
T C F D R I S K /
O P P O R T U N I T Y
T Y P E
D E S C R I P T I O N
T I M E
H O R I Z O N
R E S P O N S E
Physical Risk
Chronic Physical
Physical Risk
Acute Physical
Long-
Term
There is expected to be an increase in temperatures overall in
Ireland, and in extreme scenarios increased heatwaves.
Homes sold by Cairn need to be able to withstand these
rising temperatures and not overheat and conversely, must
also account for increasing rainfall intensity. An increase in
dry periods may also lead to increased dust levels on site.
Excess dust exiting the site can result in a work stoppage, or
site closure by the Environmental Protection Agency, County
Councils or the Health & Safety Authority. A decrease in rain
in the summer may also lead to stress on water systems.
Increased rainfall may require changes to construction
practices and methods to ensure output can be maintained
without impacting on safety or quality.
Rising sea levels and increased rainfall in winter are expected
to lead to a higher risk of flooding in Ireland. This may pose
an issue for Cairn if potential customers face challenges when
looking for mortgage approval or home insurance due to
changing flood plains. For example, where homes are built
on areas that were not deemed to be flood plains during
development but are expected to become floodplains in the
future in a >3°C scenario.
Long-
Term
Our Technical, Construction and
Environmental teams are analysing
the impact of shifts in climate patterns
such as prolonged increasing
temperatures on our house types.
As an ongoing project they are
assessing mitigating overheating in
our homes through altering our home
designs. We closely monitor weather
forecasts to ensure worker safety,
and make preparations or adjust
build schedules where needed.
Remediations are designed on a
site by site basis, informed by a pre-
commencement risk assessment and
responsive mitigation plan.
The impacts of severe weather events
and extreme conditions are actively
monitored and evaluated by the
Group’s Technical, Construction and
Environmental teams on a site-by-site
basis with remediations developed to
respond to site specific risk and mitigate
the cost impact. Flood risk assessments
are a key part of our land appraisals.
36
Task Force on Climate-Related
Financial Disclosures continued
Strategy continued
Risk Time Horizon Explained
Here and now
Risks to the immediate term
(one year or less) goals and objectives
of the business
Medium-term
Risks with a horizon of between
1 year and 4 years
Long-term
Risks with a horizon of more
than 4 years
Climate-related risks are categorised
into ‘transitional risks’, being the risks
related to the transition to a lower
carbon economy and ‘physical risks’
being risks arising from the physical
effects of climate change.
Cairn Homes plc | Annual Report 2023
37
Strategic Report
Corporate Governance
Financial Statements
Scenario Analysis
In 2022, we undertook a more detailed scenario
analysis than we had completed previously,
constructing a bespoke scenario relevant to our
industry. Quantitative measures have been used to
assess climate related risk and opportunities impacts.
However, the assessment of risk impact is still ongoing
while we refine this process, and will be revisited in
2024 in line with our risk assessment cycle.
We reviewed two climate related scenarios during our
most recent assessment to identify climate related
risks and opportunities. The first scenario was a
transitional scenario in line with a 1.50C world which
included inputs from Ireland’s Climate Action Plan 2021,
International Energy Authority (IEA) Net Zero by 2050
Scenario, the London Energy Transformation Initiative
(LETI) and the Irish Green Building Council (IGBC).
The second scenario was a transitional scenario in line
with a >3°C world and based on climate modelling
from EPA Ireland. This showed Ireland’s climate from
2041-2060 modelled with the IPCC Representative
Concentration Pathway (RCP) 8.5 scenario.
This climate related scenario analysis helped to identify
material risks and opportunities, as well as inform
Cairn’s strategy for managing these risks.
Where possible, we have estimated the potential
financial impact of climate related risks and
opportunities. The transitional and physical climate
risks and opportunities of our strategy directly
influence our financial planning through three
key processes:
1. Risks and opportunities influence financial planning
through ongoing cost benefit analysis of new
technologies and options for more sustainable
construction or green building. The known and
material environmental benefits of new technologies
are noted and addressed in a qualitative manner
in this analysis while financial impacts on costs and
revenues are recorded in monetary terms.
2. Project-level financial appraisal that accounts for
the additional costs associated with mitigating
known risks as well as savings or increased revenue
associated with climate opportunities. This
includes a tender assessment for each element
procured. Cost of all known inputs then form the
budget for the project.
3. Strategic cost planning for the business as a whole
is undertaken annually and is based on projections
of costs and revenues for future developments and
operations including those associated with climate
risks and opportunities. This process covers an
eight-year time horizon.
Impact on Business Strategy
of Risks and Opportunities
We recognise that climate change represents a
principal risk and uncertainty to our strategic intent.
Consequently, our process for identifying and
reviewing that strategic intent incorporates a
comprehensive analysis and understanding of the
climate-related risks and opportunities presented
by Our Purpose and Our Vision.
This informs our strategy and goals creating a positive
feedback process in which climate-related risks and
opportunities play a fundamental role in defining
strategy, with goals and objectives to mitigate or
capitalise on opportunities having budgeted cost and
margin impacts.
Cairn Homes plc | Annual Report 2023
Cairn Homes plc | Annual Report 2023
38
Task Force on Climate-Related
Financial Disclosures continued
Strategy continued
Strategic Report
Corporate Governance
Financial Statements
Following our commitment to the Science-Based
Targets Initiative for our scope 1, 2 and 3 emissions,
our targets were approved and validated in
September 2023 and we are aligned to 1.5°C.
to a sustainability linked loan to ensure action. This
includes, but is not limited to, key Scope 1,2 and 3
emission reduction targets which must be achieved
and independently verified each year.
While completing this process we modelled various
reduction targets on current and future developments.
This exercise has allowed us to understand the
potential changes that will be required operationally
from the business and the resulting outcomes.
We have linked our carbon reduction commitments
We further demonstrated our dedication to reducing
future carbon emissions by committing to the SBTi Net
Zero Standard in December 2023. This commitment
will further influence and inform our strategy as we
look to move towards a net-zero carbon future.
Risk Management and Identification
Our risk management framework assesses climate-
related risks and opportunities, through engagement
at all levels of the business to ensure comprehensive
identification and evaluation. We consider the
likelihood of the risk occurring, and then the impact
of the risk should it occur (having regard to controls
we have already effectively implemented). This
assessment supports decisions on how we apply
Cairn’s risk appetite to each risk and informs the
materiality of the risk (or associated opportunity).
The purpose of the risk management process is to: help
define strategies, including controls, to mitigate risks,
or capitalise on the opportunities they may present;
establish a process to consider risks and opportunities
in the context of Cairn’s risk appetite; and ensure risks,
mitigating controls and responsibilities for managing
risk and opportunities are recorded and monitored.
Risk management is an important tool and we take
a business-wide approach, allowing us to consider
the potential impact and opportunity presented
by all types of risk affecting our business, including
climate-related risks. When considering climate-
related risks, we seek to identify and consider all
material existing and emerging factors relevant to
our core activities:
• Policy Risks: how Government policy in respect
of climate may impact on our business model,
for example through planning policies or
economic policies
• Brand Risks: how our brand is impacted by
our response to climate-related risk, for
example if our developments do not meet
customer requirements
• Economic Risks: how climate-led factors impact
economic conditions, such as increases in supply
chain costs
• Development Risks: how climate-related issues
impact on our ability to deliver developments,
including through local development plans
• Compliance Risks: such as how the Company
complies with regulatory constraints on what
and how we build.
Cairn Homes plc | Annual Report 2023
Cairn Homes plc | Annual Report 2023
39
Strategic Report
Corporate Governance
Financial Statements
Managing Climate-Related Risk
Our approach to the assessment of risk is consistently
applied based on the probability of the risk arising,
and the consequences of the risk (which includes
a materiality assessment based on a range of financial
and non-financial factors). Our response to the risk
is then dependent on the overall risk rating (low,
medium, high, or extreme) and the Company’s
appetite for the risk.
Identifying and proactively responding to the
challenges of climate change is core to our purpose and
strategy. This means that as part of our overall risk
management process, we proactively identify and
manage risks associated with climate change in a way
that ensures we can continue to deliver on our vision.
Metrics and Targets
For the 2023 reporting period we are disclosing the
metrics to assess and manage climate related risks and
opportunities.
As a homebuilder, we operate in an energy intensive
industry. Emissions are the key driver of global
temperature rise and result in many of the regulatory
changes we are now faced with. Measuring our carbon
emissions allows us to gain a full and thorough
understanding of the emissions we produce directly
and indirectly. Our Scope 1 and 2 emissions are
reported under GRI 305-1 and GRI 305-2. Our Scope 3
emissions are reported under GRI 305-3.
Further detail on the suite of metrics and targets we
report on from a sustainability perspective are detailed
within our 2023 Sustainability Report.
Measurable Impact
This year we solidified our commitments to change for
the better at Cairn and lead the way for our industry by:
• Becoming Ireland’s first large scale developer to
adopt Passive House principles at scale, thereby
mitigating climate change by dramatically reducing
the amount of energy and by default carbon
required to heat our homes
• Continuing our support for Business in the
Community Ireland’s Low Carbon Pledge, showing
leadership by achieving validation of our Science
Based Targets in September 2023
• Submitting our commitment to Net Zero by 2050
with SBTi.
We have taken our commitments further by
incorporating sustainability into our remuneration
frameworks. This demonstrates the importance
we place on accountability for our sustainability
commitments. We have:
•
incorporated environmental metrics on
biodiversity net gain into our long-term
incentive plan;
incorporated environmental metrics on climate
related targets into our short-term incentive plan; and
incorporated social metrics, including our customer
and people framework with a health and safety
underpin, into our short-term incentive plan.
•
•
Our Performance
K P I
Gross direct (Scope 1)
GHG emissions
Gross market-based
energy indirect
(Scope 2) GHG
emissions
Gross other indirect
(Scope 3) GHG
emissions by
category (including
embodied carbon)
Total energy
consumption within
the organisation
Total weight of waste
generated including
breakdown by
disposal route
C O D E
GRI305-1
2 0 2 3
793 tCO2e
2 0 2 2
1,777 tCO2e
2 0 2 1
1,522 tCO2e
GRI305-2
241 tCO2e
299 tCO2e
695 tCO2e
GRI305-3
259,137 tCO2e
(1.60 per
square metre)
237,132 tCO2e
(1.59 per
square metre)
177,138 tCO2e
(1.49 per
square metre)
GRI302-1
13,050,001 kWh
10,647,906 kWh
10,211,304 kWh
306-3,
306-4
12,207 tonnes
12,810 tonnes
6,810.7 tonnes
3.6% sent to
landfill (443t)
3.9% sent to
landfill (495t)
4.0% sent to
landfill (272t)
96.4% recycled or
recovered
(1,869t recycled
and 9,895t
recovered)
96% recycled or
recovered
(1,096t recycled
and 11,219t
recovered)
96% recycled
or recovered
(538t recycled and
6,001t recovered)
Percentage of sites
with biodiversity
impact assessments
Industry
100% of our
developments
meet this standard
100% of our
developments
meet this standard
100% of our
developments
meet this standard
All metrics and targets are reported in line with
appropriate standards including SASB, GRI, EPRA
and DEFRA. We have reduced our Scope 1 and 2 GHG
emissions by 59%, and our Scope 3 GHG emissions by
8%, from our 2019 baseline. To ensure we report
accurately and transparently, we are continuously
developing and improving our processes for non-
financial data collection and reporting.
Following improvements made during 2023 in both
areas, and at the recommendation of our external
advisors who assist us in the data collection and
reporting landscape, we restated our 2022 disclosure
made under GRI 305-3 to ensure we continue to follow
best practice and guidance.
Cairn Homes plc | Annual Report 2023
40
40
Risk Report
Employing
dynamic risk
management
to support our
developing
business
As the overall environment
in which we operate changes,
the effective identification and
management of the risks and
opportunities this presents to
Cairn’s strategic objectives is of
increasing importance to our
success. Understanding and
addressing risk remains central
to the successful delivery of our
strategy – so we continue to
challenge and develop our risk
management processes and
controls so they remain dynamic,
insightful and meaningful.
Cairn Homes plc | Annual Report 2023
Risk Governance
The Risk Management Process
Strategic Report
Corporate Governance
Financial Statements
Board of Directors
The Board has overall responsibility for ensuring the level of risk to
which Cairn is exposed is appropriate to its objectives and risk profile;
it is also responsible for setting the risk appetite and overseeing the
effectiveness of the process for identifying,
assessing and managing risk.
Audit & Risk Committee (“ARC”)
The ARC monitors the effectiveness of Cairn’s risk management
framework and its implementation, on behalf of the Board, and
maintains oversight of the Group’s risk register. This includes
ensuring the Group’s principal risks and uncertainties are identified,
assessed and controlled, and that the potential impact of risks on the
Group’s strategy are mitigated. The ARC receives a comprehensive
risk report from management at each of its meetings, where it also
reviews and considers the Group’s risk register.
R I S K S T R A T E G Y
Senior
Leadership
Team
Identify
principal risks
—
Approve
mitigation plans
Management
Identify
risks
—
Define
mitigation plans
Process
Delivery
Teams
Identify
risks
—
Implement
mitigation plans
R I S K F R A M E W O R K
The risk management framework operated by Cairn is intended
to ensure the effective identification and management of risk,
in accordance with Cairn’s overall risk appetite, its strategic objectives,
and accepted risk management standards. This framework is
established throughout Cairn’s process delivery teams and facilitates
comprehensive risk identification, an upward reporting of risks and
opportunities, and an effective approval and oversight of mitigation
plans by management and the Senior Leadership Team. As part of
this framework, the Senior Leadership Team determines the strategic
approach to risk, establishes our structure for risk management, and
ensures the most significant risks for the business are identified,
understood, and effectively managed.
Cairn’s risk management process is designed to integrate effectively into Cairn’s process
delivery systems, ensuring risk can be identified wherever it arises, and then managed
accordingly. The process is supported by expertise and resources that ensure it is optimised
to Cairn’s strategic, operational, and financial objectives, and applied in a consistent way.
Ensuring our risk management process remains meaningful, relevant and effective is a critical
element of the overall management of Cairn’s business. Consequently, the risk management
process, and the fundamental assumptions on which it is based, is subject to persistent,
rigorous review with the goal of ensuring it remains capable of meeting its objectives.
Facilitated by professional risk advisers, all levels of the business
support risk identification and evaluation. This includes process
delivery teams, who are tasked with identifying risks that could
impact strategic goals and operational activities. The Senior
Leadership Team actively engages in this process and meets
formally throughout the year to review risks identified by
functional management, augment those risks with risks identified
by the Senior Leadership Team, and ensure new and emerging risks
are identified and managed.
Once a risk is identified, it is aligned to a principal risk area to validate
the risk and help identify emerging principal risks and uncertainties.
We also align our risks to macro-risk factors, such as inflation. These
are risks we cannot control, but which give rise to a range of specific
consequences that we can anticipate in the context of the
macro-risk and then specifically manage.
Our assessment of risk first requires us to consider how likely it is the
risk will occur, and then the impact of the risk on Cairn should it occur
(having regard to controls we have already effectively implemented).
This assessment supports decisions on how we apply Cairn’s risk
appetite to each risk.
The risk management process, and the risks it identifies, is
fundamental to the development of Cairn’s strategy, the ongoing
monitoring of that strategy, and its persistent review. The risks
associated with the Group’s business are deeply understood by
management and the opportunities they present are reflected in how
Cairn has developed and grown its business. In turn, the process of
developing the Group’s strategy informs how the management of
risks, and opportunities, should be adjusted to ensure success.
Our risk management framework requires our risks to be actively
managed in line with our risk appetite. All risks are assigned to risk
owners, who are responsible for ensuring the risk is appropriately
managed. Supported by a comprehensive risk register, plans for
managing risks are monitored for implementation and progress by
the Senior Leadership Team. The management of Cairn’s principal risks
is overseen by the Audit & Risk Committee on behalf of the Board.
Identification
of risks
Alignment
of risks
Assessment
of risks
Informing
strategy
Managing
risk
41
Strategic Report
Corporate Governance
Financial Statements
Risk Management in Action
As Cairn continues to increase the rate at which it delivers homes, maintaining
a supply chain that can meet Cairn’s demands whilst ensuring consistent quality
and sustainability is critical to ensuring we can meet the commitments we make
to all our stakeholders. This means any limits on the availability of skilled labour
and expertise within the Irish construction sector could become a challenge for Cairn
and the wider industry.
Because of this, focussing on the workforce who build our homes has been a central
building block of our scaled platform. This informs an approach designed to ensure
the risks associated with potential labour constraints are mitigated and our
objectives can always be met.
Developing a skills base
There is a significant reliance on a skilled and available workforce for the construction
of our homes. Whilst this workforce has increased by nearly 20,000 since 2019, the
demand for new housing will call for its continued increase for the foreseeable
future. As Ireland’s leading homebuilder, Cairn has an important role to play in
encouraging young people to join the construction sector, in all disciplines. Our
commitment to growing participation in construction has included developing the
Cairn Apprenticeship Academy. Cairn has committed €10 million in funding over the
next five years and the Academy aims to support the long-term health and viability
of the Irish construction sector by addressing future skills requirements. It will
provide a suite of supports to incentivise new entrants into the construction
industry, whether they be school leavers or workers seeking a career change.
To complement the expansion of our graduate program, we have also grown our
transition year programme (with a particular focus on encouraging women to our
sector), and have partnered with “Inspiring the Future Ireland” to demonstrate the
career possibilities in construction.
We also work hard to challenge the perception of the construction industry’s safety
standards. The health and wellbeing of all our employees and subcontractors is a
number one priority for all of us at Cairn. Despite a significant increase in the hours
worked on our sites, we have retained the highest possible Safe T Cert rating (AA5)
and achieved a reduction in Accident Frequency Rates (AFR) and Lost Time Incidents
(LTI). We were also awarded ISO accreditation in Health & Safety (45001) during
the year.
These are just some of the initiatives we have developed to help ensure young talent
is encouraged into the construction sector for its long-term sustainability.
Principal Risks and Uncertainties
Cairn’s risk management process has identified eight principal risks. These are risks that, should they arise, could have a material
impact on the Group’s ability to meet its strategic and financial objectives.
These risks are described in further detail on pages 42 to 50 but are summarised below, together with a risk heat map showing
each principal risk’s likelihood and impact weighting.
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Principal Risks
1 Economic
Economic conditions, including mortgage
availability and affordability, adversely affects
house prices and sales rates.
2 Policy
Local and national policy or regulation in
respect of residential property development
adversely impacts Cairn.
3 Brand
Brand reputation is damaged through Cairn’s
failures or the failures of its supply chain.
4 Financial
Cairn substantively fails to meet financial
targets or obligations, suffers unexpected
financial loss, or misstates its financial
position.
5 Development
Developments fail to meet the operational
or financial targets set for them.
6 Compliance
Cairn fails to meets its legal and regulatory
obligations (such as health & safety or data
protection).
7 People
Cairn fails to recruit, engage, and retain
the right employees, in the right positions,
to deliver its strategy.
8 Climate
Cairn fails to anticipate and address the
strategic, market, regulatory, and operational
impacts of climate change.
1
4
6
3
8
7
2
5
Rare
Unlikely
Possible
Likely
Almost
Certain
Probability
Cairn Homes plc | Annual Report 2023
42
Risk Report continued
Principal Risk:
Economic
Economic conditions, including
mortgage availability and
affordability, adversely affects
house prices and sales rates.
Risk landscape
Despite some macroeconomic headwinds,
the Irish domestic economy is expected to
grow again in 2024, supported by a stable, low
unemployment rate and strong consumer
spending. Demand for new homes is set to
continue, buoyed by a population that
continues to grow at a rate exceeding the EU
average, with an expected demand of at least
42,000 homes per annum over the long term.
In addition to demand from mortgage-backed
first time buyers (supported by the First
Home shared equity scheme and Help to
Buy), ambitious Housing for All targets
propose 144,000 new build Social and
Affordable homes by 2030. These targets are
supported by €21 billion in committed capital
funding between 2022- 2025.
Appetite
Economic conditions and other macro factors
that affect house prices and sales rates are
monitored and Cairn will make adjustments
to its strategic plans to ensure the adverse
impacts of changing economic conditions
are minimised.
Cairn Homes plc | Annual Report 2023
Strategic Report
Corporate Governance
Financial Statements
Risk trend key:
Risk increased
Strategy key:
Risk decreased
Risk unchanged
People
Customers
Construction
Sustainable
communities
Risk factor
Cairn’s product mix is impacted by specific
economic/policy factors. This could impact
the saleability of current or planned schemes
and/or limit the scope for future schemes.
Risk factor
Economic factors, including inflation, rising
interest rates, adverse mortgage conditions,
or falling employment, create uncertainty
in the demand for residential housing.
Risk factor
Land value reductions adversely impact
the Group’s balance sheet and its current
land cost advantage in respect of planned
developments.
Response
Cairn continues to actively manage its developments
to match the demand for its broad product offering
from its private, State and institutional customer
base. By maintaining our flexibility and building
homes that can meet the requirements of private,
State and institutional buyers, we ensure our new
homes appeal to all customer types and in particular,
where there is realisable demand. It has also allowed
us to quickly adapt to changing market conditions
with both existing stock and planned developments.
Response
The potential impact of current and future economic
factors is a key driver of Cairn’s strategy, as well as how
it strategically and proactively pivots between its
broad buyer pool in delivering on its growth agenda.
This is based on Cairn’s deep understanding of the
Irish market and the factors that influence it. Cairn
persistently monitors the economic landscape and
responses from policy makers and other key
stakeholders such as the Central Bank of Ireland,
mortgage market participants and our private, State
and institutional customer base.
Response
The Group actively manages the utilisation of its
landbank and associated carrying value to ensure
that at all times the landbank does not exceed
the requirements of its development strategy,
and the value does not expose the Group to
carrying value risks.
Risk trend
Cairn’s broad product mix mitigates
against the risk of it being exposed to
specific economic or policy factors
impacting any particular market.
Risk trend
Despite the increases in interest rates
witnessed since mid-2022, demand for
housing in Ireland remains strong with
mortgage availability supporting all private
buyers. There is also strong demand from
State-supported agencies for scaled social
and affordable new homes. Irish economic
growth slowed somewhat in 2023, albeit our
economy is still expanding and the markets
are pricing in interest rate cuts in 2024.
Risk trend
Cairn’s development land values, held at
cost on its balance sheet, continue to be
supported by the demand for development
land, in particular, land with the benefit of full
planning permission, and for new homes
across all tenures.
Strategic priority:
Strategic priority:
Strategic priority:
Risk owner:
Director of Business Development
Risk owner:
Chief Financial Officer
Risk owner:
Chief Financial Officer
43
Principal Risk:
Policy
Local and National policy or
regulation in respect of residential
property development adversely
impacts the Group.
Risk landscape
The Irish Government is seeking to adopt new
legislation in 2024 to ensure the planning
process is more efficient and certain. However,
it is not anticipated this will impact planning
decisions before 2025, with questions
remaining as to how impactful changes in
planning legislation will be more broadly.
The National Planning Framework (“NPF”)
will be reviewed in 2024, which provides
a positive opportunity to revise underlying
development need assumptions, which in
turn could have a favourable impact on
County Development Plans. In the meantime,
An Bord Pleanála, Ireland’s planning appeal
body, has been reconstituted to facilitate
consistent decision making, although there
remains significant delays in its processing
of appeals.
Appetite:
Cairn will always adhere to policy and
regulation, but as a national housebuilder
it will seek to positively address, as well as
ensure it is always prepared for, policy and
regulatory change.
Strategic Report
Corporate Governance
Financial Statements
Risk trend key:
Risk increased
Strategy key:
Risk decreased
Risk unchanged
People
Customers
Construction
Sustainable
communities
Risk factor
Changes to zoning and planning policy
as part of revised County Development
Plans (“CDPs”) reduce or impact the ability
to develop Cairn’s landbank in the current
expected timelines.
Risk factor
Housing policy changes impact Cairn’s
fundamental business model.
Response
Cairn actively engaged in the 2023 CDPs review
process across a number of local authorities and also
engaged in the first revision of the NPF.
Response
First time buyers, other private buyers including
trade-up/down buyers and State-supported agencies
remain Cairn’s core market.
A limited number of development opportunities had
and have the potential to be adversely impacted by
revised Local Area Plans (“LAPs”). For these affected
developments, Cairn challenged the CDPs adopted
both directly and indirectly.
In addition to ensuring its developments directly
address the current demands of these buyers,
the Group actively engages with key stakeholders
to ensure it understands likely future requirements
and constraints so these can be reflected in future
developments.
Risk trend
Addressing any adverse CDPs and the
impacts these have remains a priority for
Cairn in 2024. In the meantime, it is expected
that the First Revision of the NPF will increase
housing targets for local authorities,
facilitating planning policy that can meet
forecast demand.
Risk trend
The State continues to support the
development of new turnkey social and
affordable homes as a key component of its
housing strategy. The State’s investment in
social and affordable homes in collaboration
with the private sector is likely to continue.
Risk factor
Planning applications, including existing
Strategic Housing Developments (“SHDs”)
and Large-scale Residential Developments
(“LRDs”) can be adversely affected by
planning delays, objections, appeals or
judicial reviews. This can lead to delayed
starts on sites and the potential for increased
development costs.
Response
The Group operates a rigorous process for identifying
and evaluating planning risks associated with a
development at the earliest possible stages of its
design to ensure planning potential is maximised,
whilst planning and community concerns are
effectively addressed.
To help achieve this, Cairn is proactive in its
engagement with all stakeholders to identify
concerns and issues at the earliest possible stage
and so mitigate against the possibility of delays
or refusals.
Risk trend
The LRD process has now replaced SHDs, but
not all of the risks associated with SHDs, such
as the scope for judicial reviews, have been
eliminated. Whilst Cairn has experienced
limited adverse planning decisions, this is not
indicative of a worsening risk trend.
Strategic priority:
Strategic priority:
Strategic priority:
Risk owner:
Director of Commercial and Procurement
Risk owner:
Director of Commercial and Procurement
Risk owner:
Director of Business Development
Cairn Homes plc | Annual Report 2023
44
Risk Report continued
Principal Risk:
Brand
Brand reputation is damaged
through Cairn’s failures or the
failures of its supply chain.
Risk landscape
As the target market for the homes Cairn
builds expands, the focus on the quality of
those homes increases. Cairn always seeks to
meet the highest expectations of its home
buyers, addressing not just the finished
product, but also the quality and sustainability
of its materials, and the means by which our
developments are built. Cairn continues to
invest in its quality management and
procurement systems, and in 2023 attained
ISO 9001 (Quality Management System)
accreditation. We also have a dedicated
Customer Care Portal and team, to capture
any aftercare issues arising and ensuring
we track, monitor and close any issues raised
in a timely manner.
Cairn’s risk appetite for this principal risk has
been updated to reflect its expanded market.
Appetite
Cairn has a limited appetite for risks that
may adversely affects its brand, its ability
to engage with key stakeholders or
markets, or sell its homes. It manages
these risks accordingly.
Cairn Homes plc | Annual Report 2023
Strategic Report
Corporate Governance
Financial Statements
Risk trend key:
Risk increased
Strategy key:
Risk decreased
Risk unchanged
People
Customers
Construction
Sustainable
communities
Risk factor
A failure in the quality of designs, materials,
supplies and construction can have an
adverse impact on the Cairn brand and the
strength of its position in the market.
Risk factor
Failures in the supply chain lead to Cairn not
meeting its commitments relating to respect
for human rights and labour standards.
Response
The continued improvement of the Group’s quality
management systems remains a priority, with the
attainment in 2023 of ISO 9001 (Quality Management
System) accreditation. Work has continued to
integrate construction activity, supply chain quality
management and customer care experience to
facilitate the identification of issues, early remediation
of those issues and preventative action.
Supply chain standards are maintained through
rigorous materials and supplier qualification and
quality verification processes.
Response
The Group’s Anti-Slavery Policy imposes a
procurement process that allows it to evaluate
slavery risks associated with individual contractors
and ensure they can meet Cairn’s standards.
Cairn is a Founding Partner of the Supply Chain
Sustainability School Ireland, allowing Cairn to
monitor contractor education in key areas relating
to sustainability, including anti-slavery.
Risk trend
Identifying, preventing, and managing
issues that could affect the quality of its
homes remains a core aspect of Cairn’s
commitments and strategy.
Risk trend
The Group continues its efforts to improve
processes to ensure its commitments are
consistently met.
Strategic priority:
Strategic priority:
Risk owner:
Director of Construction and Operations
Risk owner:
Director of Commercial and Procurement
45
Principal Risk:
Financial
Cairn substantively fails to meet
financial targets or obligations,
suffers unexpected financial loss,
or misstates its financial position.
Risk landscape
A higher interest rate environment can
increase the cost of the €200 million variable
element of Cairn’s €350 million committed
debt facilities. Ensuring Cairn’s committed
debt facilities are optimally structured helps
us to achieve our strategic objectives. The
Group’s sustainability-linked syndicate
facilities are committed until June 2027, which
reinforces the strength of our asset-backed
balance sheet and underpins our ongoing
liquidity management, both of which mitigate
the risks associated with the current
economic climate.
Appetite:
Cairn has no appetite for a failure of this nature
and implements controls to ensure financial
risk is identified and controlled.
Strategic Report
Corporate Governance
Financial Statements
Risk trend key:
Risk increased
Strategy key:
Risk decreased
Risk unchanged
People
Customers
Construction
Sustainable
communities
Risk factor
The credit and funding arrangements of
the Group do not meet Cairn’s strategic
or operating needs or prevailing trading
conditions.
Response
The Group’s credit facilities, which were negotiated
and renewed for five years in June 2022 on terms
that were deemed favourable and without adverse
conditionality, are expected to continue to match
Cairn’s requirements and projected performance.
Risk factor
The liquidity and working capital demands of
the Group may not always be aligned with the
nature of the ongoing and up-front investment
required and the timing of revenue receipts
from sales. This becomes increasingly relevant
as the business continues to scale beyond
annual volumes of 2,000 units.
Response
Cairn has an overall committed debt facility of
€350 million, which provides substantial liquidity for
the business, in particular through its €200 million
revolving credit facilities.
Cashflow and forecasting is managed and refreshed
on a regular and disciplined basis, with regular
stress-testing of cashflow forecasts, allowing Cairn
to proactively monitor and control its cash flows.
Risk factor
A failure of internal financial controls
could lead to potential financial
misstatement, impairment, undetected
fraud, or financial loss.
Response
A robust financial controls framework continues to be
maintained by the Group. The framework is overseen
by the Audit & Risk Committee of the Board and is
subject to regular audit (internal and external), which
supports an ongoing programme of feedback, review,
and improvement.
Risk trend
Cairn’s strong financial and operational
performance continues to adhere to the
terms and conditions of its credit facilities,
and thus positions it favourably to secure
a future refinance on similar terms.
Risk trend
Cairn has significantly increased investment
in construction work-in-progress and is
committed to distributing surplus capital, after
investing in our business, to shareholders,
while continuing to meet its monthly
expenses . Sufficient liquidity buffers are
consistently maintained by matching inflows
from contracted sales with all outflows.
Risk trend
The Group continues to review and refine its
financial controls in particular as the business
continues to grow and expand.
Strategic priority:
Strategic priority:
Strategic priority:
Risk owner:
Chief Financial Officer
Risk owner:
Chief Financial Officer
Risk owner:
Chief Financial Officer
Cairn Homes plc | Annual Report 2023
46
Risk Report continued
Principal Risk:
Development
Developments fail to meet the
operational or financial targets
set for them.
Risk landscape
In the context of Cairn’s growth agenda,
continuing supply chain concerns and build
cost inflation have the potential to exacerbate
the risk to Cairn’s margins and productivity
levels. To address this, Cairn has continued
to invest significantly in its supply chain
and procurement, enabling it to leverage its
growing scale and build strong and valuable
relationships with its supply chain partners.
Appetite
There is inherent risk associated with
the planning, delivery and sale of any
development. Cairn is willing to accept
levels of financial or operational risk that
are consistent with the planned outcomes
of its developments, but will always seek
to minimise those risks accordingly.
Strategic Report
Corporate Governance
Financial Statements
Risk trend key:
Risk increased
Strategy key:
Risk decreased
Risk unchanged
People
Customers
Construction
Sustainable
communities
Risk factor
Availability of materials and supplies,
or supply chain disruption, causes
development delays or an unexpected
increase in development costs.
Risk factor
Build cost inflation (including materials,
supplies and labour cost) adversely impact
the Group’s margins and profitability.
Response
An effective supply chain is fundamental to the
Group’s ability to meet its development targets.
Our supply chain is actively managed on a strategic
and tactical basis by the Group’s commercial function,
which adopts best industry practices to ensure
materials and supplies are always available. This
includes developing supply chain partnerships
focussed on advancing productivity, efficiencies,
and product development.
Response
Monitoring and anticipating cost trends, then
implementing best practice cost management and
procurement strategies, is the responsibility of the
Group commercial function.
Category cost management is a fundamental aspect
of this activity. This ensures procurement decisions
are informed, effective and proactive.
Operating efficiencies are actively identified to reduce
unmitigated costs in product utilisation, logistics and
construction activity.
Risk factor
Failure to meet development milestones
and schedules, and/or release developments
to the market in line with the Group’s
commitments, can adversely affect
development costs, the ability to meet
development targets, and the maintenance of
appropriate levels of cashflow and liquidity.
Response
Supported by Cairn’s “Gateway Process”, the Group
has developed a scalable integrated methodology to
ensure development launches, construction
scheduling and supply chain capacity management
are fully aligned.
As part of the maintenance of Cairn’s core capabilities,
construction planning and delivery is subject to
rigorous controls, oversight and process improvement.
This is supported by innovative use of technology and
systems, as well as off-site manufacturing and modern
methods of construction, to ensure committed
construction completion dates are achieved.
Risk trend
The expected continued expansion of Cairn’s
operations means this will remain a dynamic
risk. Consequently, Cairn’s development
processes will continue to be rigorously
reviewed to establish opportunities for
improvement and any relevant mitigants.
Risk trend
A continued reduction in overall demand
in other markets has eased supply chain
pressures. However, as the housebuilding
sector in Ireland continues to grow in
response to demand, it is anticipated
competition for labour and materials
will intensify.
Risk trend
Build cost inflation continues albeit it has
moderated significantly, but with price
volatility in specific materials, such as
concrete, insulation and masonry still
evident, Cairn will continue its close
management of all input costs and continue
to drive for additional productivity gains.
Strategic priority:
Strategic priority:
Strategic priority:
Risk owner:
Director of Construction and Operations
Risk owner:
Director of Commercial and Procurement
Risk owner:
Director of Commercial and Procurement
Cairn Homes plc | Annual Report 2023
47
Principal Risk:
Development
(continued)
Developments fail to meet the
operational or financial targets
set for them.
Strategic Report
Corporate Governance
Financial Statements
Risk trend key:
Risk increased
Strategy key:
Risk decreased
Risk unchanged
People
Customers
Construction
Sustainable
communities
Risk factor
Delivering an increasing number of
developments to a consistent quality
and costs standard, requires greater
standardisation of product and delivery.
Risk factor
Utility companies (water, drainage, electricity)
are unable to provide sufficient connections,
supply, or capacity for proposed developments.
Response
Cairn’s plans are dependent on the Group’s ability to
ensure consistency and deliverability at scale through
standardised and repeatable design.
The Group continues to invest in innovation and
improve its design and development processes
and standards so they can respond effectively
to the ambitions of the Group and market demand.
The delivery of these designs and standards is
supported by Cairn’s “Gateway Process” and
established delivery methodologies.
Response
Positive engagement with utility providers is a
continuous process to ensure awareness of Cairn’s
current and future requirements and the effective
identification and management of specific supply risks.
The operational risk process facilitates the management
of development-specific utility risks, which are mitigated
through alternative supply solutions and the dynamic
management of construction planning schedules.
Risk trend
The Group’s design and development
standards are embedded in Cairn’s activities.
As Cairn scales, these standards will continue
to be tested, reviewed, and modified on a
regular basis.
Risk trend
As residential development activity continues to
grow in Ireland, the constraints on utility supply
are expected to be exacerbated. However, Cairn
engages proactively with all utility providers to
ensure current and future requirements are
understood, and supply risks are identified and
managed. Development specific risks are
managed through alternative supply solutions,
ensuring construction schedules anticipate
expected connection lead times.
Strategic priority:
Strategic priority:
Risk owner:
Director of Construction and Operations
Risk owner:
Director of Construction and Operations
Cairn Homes plc | Annual Report 2023
48
Risk Report continued
Principal Risk:
Compliance
Cairn fails to meet its legal and
regulatory obligations (such as
health & safety or data protection).
Risk landscape
Cairn’s commitment to its people, its values,
and the sustainability of our business and the
communities we help build, is reflected in the
management of the safety of our employees,
subcontractors, suppliers, and customers
as a number one priority. Consequently,
Cairn’s health and safety agenda is committed
to ensuring a rigorous and disciplined
approach to the management and mitigation
of health and safety risks. Our approach to
increasing expectations associated with
emerging laws and regulations, and higher
corporate standards, is to embrace and
manage these expectations for the benefit
of all our stakeholders.
Appetite
Cairn has no appetite for failures that give
rise to injury or loss of life. Cairn will manage
legal and regulatory risks in a manner that
is consistent with best practice.
Cairn Homes plc | Annual Report 2023
Strategic Report
Corporate Governance
Financial Statements
Risk trend key:
Risk increased
Strategy key:
Risk decreased
Risk unchanged
People
Customers
Construction
Sustainable
communities
Risk factor
A failure of the business to meet its data
protection obligations arising under
Irish and EU data protection laws.
Risk factor
A failure or loss of any of the Group’s key
systems or corporate data as a consequence
of a successful cyber attack.
Response
An accountability framework managed by
the Company Secretary supported by an
independent Data Protection Officer supports
the processing of personal data in accordance
with data protection laws.
The framework is periodically assessed against
established standards.
Response
The Group invests significantly in technical and
organisational measures to protect its systems
and data from external and internal cyber threats
and associated risks.
The effectiveness of these measures is tested
and reviewed periodically to ensure they
adequately address current risk trends and
emerging vulnerabilities.
Risk factor
A failure by the Group to meet the
requirements of health & safety legislation or
best practice, giving rise to death or personal
injury in the workplace for which Cairn is
responsible.
Response
The Group’s health & safety system and supporting
framework aligns with ISO 45001 (Occupational
Health, Safety and Welfare Management) and
exceeds the legal standards that apply to our
activities.
The Board oversee health & safety performance
whilst the Senior Leadership Team ensures the
Group’s approach to health & safety risks remains
robust and effective in the context of scaling
operations.
Risk trend
Maintaining, delivering and constantly
improving the Group’s health & safety
system remains central to our activities, and
further embedding this into our ways of
working and broader culture, is a constant
area of focus.
Risk trend
Data protection and privacy regulation
remains a business risk. The accountability
framework is actively managed and an
ongoing improvement plan is in place.
Risk trend
Cyber risks generally, and their associated
threats, are increasing in frequency,
sophistication, and potential impact, driven
by macro-events and geopolitics.
Strategic priority:
Strategic priority:
Strategic priority:
Risk owner:
Director of Commercial and Procurement
Risk owner:
Company Secretary
Risk owner:
Chief Financial Officer
49
Principal Risk:
People
Cairn fails to recruit, engage,
and retain the right employees,
in the right positions, to deliver
its strategy.
Risk landscape
Attracting, recruiting and retaining the right
people to support Cairn’s objectives continue
to be made difficult by the shortage of talent
with the requisite skills and experience in
certain professions necessary for our business.
However, Cairn is an employer of choice in the
industry, and the Group’s people strategy
directly addresses our people-related risks.
Appetite:
Cairn’s appetite for people risk is limited with
a view to ensuring that the overall strategy
can be delivered by the wider Cairn team.
Strategic Report
Corporate Governance
Financial Statements
Risk trend key:
Risk increased
Strategy key:
Risk decreased
Risk unchanged
People
Customers
Construction
Sustainable
communities
Risk factor
The Group fails to retain top talent and
build from within, and/or acquire top talent,
reducing its ability to meet its goals and
objectives, and/or maintain a pool of talent
to meet its succession plans.
Risk factor
The Group’s people engagement fails
to engender or facilitate the optimal
performance of its employees, so that people
performance does not match its potential.
Response
The success of Cairn, the promotion of the Cairn
brand, and its competitive remuneration strategy
supports retention and has increased its profile
amongst recruits. Recruitment is supported by the
deployment of a wide range of targeted recruiting
tools and strategies.
A focus on graduate recruitment and apprenticeships,
with an accompanying learning and development
scheme, also facilitates the development of a talent
pipeline.
Response
Reflecting the importance of its people to Cairn’s
success, the Group has adopted a wide-ranging
People Strategy to ensure optimal performance.
As well as competitive remuneration and reward
policies, initiatives include wellbeing, supportive
learning and development, and clear progression
pathways.
Risk trend
It is anticipated that competition for
candidates for operational and professional
roles will intensify in 2024.
Risk trend
The Group’s people strategy continues to be
successful in delivering effective employee
engagement, helping underpin Cairn’s
continued success.
Risk factor
A lack of skilled and/or professionally
qualified entrants to the construction
industry creates a shortage of skills available
in the supply chain which are required to
facilitate Cairn’s development plans, scaling
goals and succession planning strategies.
Response
As demonstrated by the launch of the Cairn
Apprenticeship Academy, Cairn actively collaborates
with its supply chain to increase the availability of
skilled construction workers and help ensure they
can effectively provide their services to the Group
to the standards it demands. Cairn also promotes
participation in the industry through a variety
of programmes, including its graduate and
intern programmes.
Risk trend
As Cairn scales, and housebuilding in Ireland
continues to grow, it is expected that certain
current skills shortages will be exacerbated.
Cairn has anticipated the consequent
shortfall between demand and these
capacity constraints, and through its
relationship with the supply chain, is well
placed to manage this risk.
Strategic priority:
Strategic priority:
Strategic priority:
Risk owner:
Chief People Officer
Risk owner:
Chief People Officer
Risk owner:
Chief People Officer
Cairn Homes plc | Annual Report 2023
50
Risk Report continued
Principal Risk:
Climate
Cairn fails to anticipate the
strategic, market, regulatory,
and operational impacts of
climate change.
Risk landscape
In 2023, the continuing impact of climate
change saw a growing occurrence of the
physical risks associated with climate change,
brought about by increasing temperatures
and periods of more extreme weather. Cairn
continues to invest in limiting its impact on
the environment and responding to the
impact of climate change on Cairn’s business
model and strategy, be they from transitional
risks or physical risks. Further details of our
climate transition plan are included in our
2023 Sustainability Report.
Appetite
Identifying and proactively responding to the
challenges of climate change is core to Cairn’s
purpose and strategy. Cairn will proactively
identify and manage risks associated with
climate change in a way that ensures it can
continue to deliver on its mission.
Strategic Report
Corporate Governance
Financial Statements
Risk trend key:
Risk increased
Strategy key:
Risk decreased
Risk unchanged
People
Customers
Construction
Sustainable
communities
Risk factor
Cairn fails to reduce the negative impacts of
construction on the environment, increasing
the relative environmental impacts of Cairn’s
developments and reducing demand for its
homes.
Risk factor
Planning approvals for developments require
a greater number of environmental-related
planning conditions to ensure climate-
related targets can be met, impacting on
development costs and development times.
Response
Responding to environmental factors and Cairn’s
sustainability targets are key elements of each
stage of Cairn’s planning and construction process.
Environmental-related planning conditions are
expected, and are managed as an integral part
of the development process.
Response
To ensure Cairn is able to address its environmental
and sustainability targets, Cairn has completed an
assessment of how it addresses key issues including
climate action, biodiversity and responsible sourcing
and procurement. Using this assessment, Cairn has
implemented, and continues to develop, ways to
reduce its environmental impacts.
As set out in its Climate-Related Financial Disclosures
on pages 34 to 39, Cairn has submitted targets for
reducing its scope 1, 2 and 3 GHG emissions, taken
action to reduce those emissions and identified
strategic priorities for continued progress.
Risk trend
Cairn is committed to reducing the impact
of its construction activities on the
environment, and meeting its emission
reduction targets is a strategic priority.
Risk trend
Environmental related planning conditions
are increasingly a core aspect of planning
approvals received by Cairn.
Strategic priority:
Strategic priority:
Risk owner:
Director of Construction and Operations
Risk owner:
Director of Commercial and Procurement
Cairn Homes plc | Annual Report 2023
51
Going Concern and Viability Statement
Strategic Report
Corporate Governance
Financial Statements
Going Concern
The Group entered 2024 in a very strong position
having delivered its best ever financial and operational
performance in 2023. Following 1,741 sales
completions in 2023, the Group started 2024 with a
multi-year forward sales pipeline of 2,350 new homes
with a net sales value of over €900 million, of which
1,600 new homes are expected to close in 2024 (both
turnkey and equivalent units). The Group has a
long-term and sustainable growth strategy that
focuses on minimising financial risk and maintaining
financial flexibility. The business has strong liquidity,
a significant investment in construction work-in-
progress underpinned by a significant forward order
book, a robust balance sheet and committed, lowly
leveraged debt facilities.
In order to mitigate against any liquidity risk, the Group
applies a prudent cash management policy ensuring
its production activities in the near and medium-term
are focused towards forward sold inventories,
including scaled apartment developments with
multi-year delivery timelines, and inventories which
will continue to be attractive to its broad buyer pool.
New home commencements continued to focus
on our core starter homes market at lower average
selling prices and large apartment developments for
State-supported counterparties, including forward
fund transactions.
The Group has a total committed debt facility of
€350 million, of which €277.5 million is a syndicate
facility comprising a Sustainability Linked term loan
and revolving credit facility with Allied Irish Banks,
Bank of Ireland and Barclays Bank Ireland, maturing
in June 2027. Four sustainability performance targets
underpin these green facilities which are linked directly
to key elements of our sustainability strategy including
decarbonisation, biodiversity and people.
Net debt was €148.3 million as at 31 December 2023
(31 December 2022: €149.3 million). The Company had
available liquidity (cash and undrawn facilities) at
31 December 2023 of €200.6 million (31 December
2022: €199.2 million), including €25.6 million of cash
(31 December 2022: €21.7 million). The Group had
forecast year-end net debt to be broadly in line with
net debt as at 31 December 2022.
The Group invested €439.9 million in its construction
activities during 2023, including commencing
construction on four new sites and new phases across
six of its existing large-scale, multi-year, developments.
Both gross and operating margins strengthened in
2023, resulting in an increase in underlying profitability
when compared to the prior year. The Group is also
encouraged by the level of underlying demand for new
homes in the market as evidenced by the size of its
forward sales pipeline, with strong demand continuing
into the early months of 2024. Enquiry lists across all
of our active selling sites remain high with particularly
strong interest in our starter home developments.
The Group’s closed and forward sales pipeline
increased to 2,473 new homes with a net sales value
of €946 million as at 28 February 2024.
The Directors have carried out a robust assessment
of the principal risks facing the Group and have
considered the impact of these risks on the going
concern of the business. In making this assessment,
consideration has been given to the uncertainty
inherent in financial forecasting including future
market conditions for construction costs and sales
prices. Where appropriate, severe but plausible
downside-sensitivities have been applied to the key
factors affecting the future financial performance
of the Group.
Having considered the Group’s forecasts and outlook
including the strength of its forward order book,
the Directors have a reasonable expectation that
the Group has adequate resources to continue in
operational existence for the foreseeable future.
Accordingly, they are satisfied that it is appropriate to
continue to adopt the going concern basis in preparing
these consolidated financial statements.
Viability Statement
In accordance with the UK Corporate Governance
Code Provision 31, the Directors have assessed the
prospects of the business and its ability to meet its
liabilities as they fall due over the medium term.
The Directors have concluded that three years is an
appropriate period for assessment as this constitutes
the Group’s rolling strategic planning horizon.
The Group has developed a financial model as part
of our three-year plan, which is updated at least
annually and is regularly tested and assessed by the
Board. Progress against the three-year plan is regularly
reviewed by the Board through presentations
from senior management on the performance
of the business.
The Group’s Principal Risks and Uncertainties aggregate
the risks identified, as well as the mitigation plans
implemented as part of this process. They include the
risks that may have short-term impacts as well as
those which may threaten the long-term viability of
the Group. The Directors have made a robust
assessment of the potential impact that these risks
may have on the Group’s business model, future
performance, solvency and liquidity.
The three-year plan has been tested for a range of
scenarios which assess the potential impact of severe
but plausible downside-sensitivities to the long-term
viability of the Group. These scenarios included the
stress testing of the Group’s business model assuming
that a combination of events result in a continued
reduction in sales over the three-year period from 2024
to 2026, with a deterioration in employment levels and
consumer confidence, coupled with a reduced bank
risk appetite, leading to a material reduction in credit
availability in the mortgage market in addition to
reduced demand for scaled apartment developments
from State-supported agencies. In assessing these
severe downside scenarios, it is assumed that there
is a considerable slowdown in construction and sales
activities including a sudden decline in demand
compared to the Group’s forecasts, leading to reduced
sales volumes and a reduction in sales prices, followed
by a gradual recovery. In these scenarios, the Directors
assumed they would take appropriate actions to
ensure that the overall financial risk was minimised
through this cycle, including:
reducing capital returns to shareholders;
•
• disposing of non-core sites;
•
reducing planned construction work-in-progress
spend: and,
• deferring or not proceeding with planned site
acquisitions and commencements.
Having reviewed the three-year plan and considered
the above stress testing, the Directors confirm that
they have a reasonable expectation that the Group will
continue to operate and meet its liabilities as they fall
due over the three-year period from 2024 to 2026.
Cairn Homes plc | Annual Report 2023
52
Strategic Report
Corporate Governance
Financial Statements
Corporate Governance
The Board recognises its role in establishing
the purpose and values of our Company and
embedding these throughout the organisation.
From workforce engagement to our sustainability
strategy and ongoing Board reorganisations,
2023 has been a busy year.
Cairn Homes plc | Annual Report 2023
53
Strategic Report
Corporate Governance
Financial Statements
T H R E E T R O U T , A R C H E R S W O O D
Archers Wood is located next to the Three Trout Stream, a nature
corridor that leads into the Glen of the Downs, a Natura 2000 site.
This is an important area for plant and insect life, a complicated
jigsaw of nature that is essential for the health and wellbeing
of the planet and the environment.
C O R P O R A T E G O V E R N A N C E
54 Governance at a Glance
55
Board of Directors
57
Senior Leadership Team
58
Corporate Governance Report
64 Audit & Risk Committee Report
68 Nomination Committee Report
74 Directors’ Remuneration Report
98 Directors’ Report
Cairn Homes plc | Annual Report 2023
54
54
Governance at a Glance
Governance
at a glance
8 Board Meetings
4 Nomination
Committee Meetings
7 Audit & Risk
7 Remuneration
Committee Meetings
Committee Meetings
Strategic Report
Corporate Governance
Financial Statements
Corporate
Governance Report
Audit & Risk
Committee Report
“The Board is collectively responsible
for promoting the long-term,
sustainable success of the Group,
generating profits for shareholders
and contributing to wider society.”
R E A D M O R E
p58
“We continue to monitor the integrity
of the Group’s financial statements
and announcements relating to the
Group’s performance.”
R E A D M O R E
p64
Nomination
Committee Report
Directors’
Remuneration Report
“This year the Nomination
Committee focussed on Board
refreshment, the CFO recruitment
process and our continued efforts
on workforce engagement.”
R E A D M O R E
p68
“We engaged extensively with our
shareholders during 2023 in relation
to both the introduction of the
Stretch CEO LTIP and changes
to our 2024 Remuneration Policy.”
R E A D M O R E
p74
Cairn Homes plc | Annual Report 2023
55
Board of Directors
Strategic Report
Corporate Governance
Financial Statements
John Reynolds (65)
Chairman
Michael Stanley (58)
Chief Executive Officer (CEO)
Shane Doherty (49)
Chief Financial Officer (CFO)
Julie Sinnamon (65)
Non-Executive Director
Appointed: 28 April 2015
Appointed: 12 November 2014
Appointed: 13 April 2020
Appointed: 15 September 2021
Skills and experience:
Michael Stanley co-founded Cairn Homes plc
and was appointed CEO prior to the IPO in
June 2015. Michael has a strong pedigree in
residential development and the broader
property industry. He was previously CEO
of Stanley Holdings, a large Irish homebuilder
and real estate investment company.
Michael also has extensive experience
in the packaging, energy, agritech and
healthcare sectors.
Skills and experience:
Shane Doherty was previously Group CFO
at Morgan McKinley Ltd, an international
professional staffing and resourcing solutions
business. Prior to that, he was Group CFO
at green energy developer, Gaelectric
Holdings Ltd, European Finance Director
at Paddy Power Group plc and Head of
PaddyPower.com. Prior to his time at Paddy
Power, he worked in various senior finance
leadership roles in Eircom Group plc.
Other current appointments:
Board Member of IBEC Ireland.
Other current appointments:
None.
Skills and experience:
John Reynolds was previously Chief Executive
Officer of KBC Bank Ireland plc (2009 to 2013)
and President of the Irish Banking Federation
(2012 to 2013), during which time he was also
a board member of the European Banking
Federation. John is a Chartered Director, an
Economics graduate of Trinity College Dublin,
and holds a Masters degree in Banking and
Finance from UCD.
Other current appointments:
President of the Institute of Directors Ireland,
Non-Executive Director of Computershare
Investor Services (Ireland) Limited and the
National Concert Hall and Senior Advisor
in Alantra Credit Portfolio Advisors. John is
also a Patron of Chapter Zero Ireland, an
entity promoting Board engagement with
climate change risk. John was also formerly
a Non-Executive Director of Business in the
Community Ireland.
Skills and experience:
Julie Sinnamon brings deep experience in
assisting Irish businesses to grow and scale
having had a highly successful career at
Enterprise Ireland where she held a number
of senior roles including the position of CEO
from 2013 until her retirement in 2021. Julie is
a business graduate of the University of Ulster,
holds a Master’s in International Business from
Fordham University, USA and is a graduate of
the Stanford Executive Programme, USA.
Other current appointments:
Chair of European Movement Ireland, Director
of PwC Ireland Public Interest Body, Apc Ltd,
Insurance Ireland, The Agricultural Trust
and The Young Scientist & Technology
Exhibition. Julie is also Chair of the
Implementation Oversight Group for
the Commission on the Defence Forces,
a member of the External Oversight Body
of the Defence Forces and a member
of the Irish Government’s Climate Change
Advisory Council.
Committee Membership:
Chair of the Nomination Committee
(from 25 January 2024) and member of
the Audit & Risk Committee.
Cairn Homes plc | Annual Report 2023
56
Board of Directors continued
Strategic Report
Corporate Governance
Financial Statements
Gary Britton (69)
Non-Executive Director
Linda Hickey (62)
Non-Executive Director
Orla O’Gorman (51)
Non-Executive Director
Giles Davies (55)
Non-Executive Director
Appointed: 28 April 2015
Appointed: 12 April 2019
Appointed: 10 November 2021
Appointed: 28 April 2015
Skills and experience:
Gary Britton was previously a partner in
KPMG where he served in a number of senior
positions, including the firm’s Board, the
Remuneration and Risk Committees and as
head of its Audit Practice. Gary was formerly
a non-executive director of the Irish Stock
Exchange plc and KBC Bank Ireland plc.
Gary is a fellow of Chartered Accountants
Ireland and a member of the Institute of
Directors in Ireland.
Other current appointments:
Chairman of Origin Enterprises plc.
Committee Membership:
Audit & Risk Committee Chair and
member of Remuneration Committee.
Skills and experience:
Linda Hickey was previously Head of
Corporate Broking at Goodbody Stockbrokers,
where she worked for fifteen years, and where
she advised clients on a range of capital
markets and corporate governance matters.
Prior to this, Linda worked at both NCB
Stockbrokers in Dublin and Merrill Lynch
in New York. Linda also has a degree in
Business Studies from Trinity College Dublin.
Linda was also formerly Chair of the Irish Blood
Transfusion Service.
Other current appointments:
Non-Executive Director at Kingspan Group plc
and Greencore Group plc; Member of Quanta
Capital Advisory Board and Member of the
Investment Committee of the Irish Strategic
Investment Fund.
Committee Membership:
Senior Independent Director (from 25 January
2024), Chair of Remuneration Committee and
member of Audit & Risk Committee.
Skills and experience:
Orla O’Gorman spent seven years
at the Irish Stock Exchange (“ISE”), where she
was Head of Equity. She was centrally involved
in the sale of the ISE to Euronext in 2018 and,
following that transaction, was appointed
as Head of Listing for UK and Ireland. Prior
to joining the ISE, Orla founded OR Associates,
and previously held senior management
positions at Eurologic Systems, ABN AMRO
and PwC. Orla is a qualified accountant,
holds a Bachelor of Commerce from University
College Dublin and a Master of Accounting
from UCD Smurfit School.
Other current appointments:
Non-Executive Director of Mincon Group plc
and Bons Secours Hospital System CLG.
Member of Elkstone Ventures Advisory
Board, Scale Ireland Steering Group, Chartered
Accountants Ireland Ethics and Governance
Committee and Sustainability Expert
Working Group.
Committee Membership:
Director responsible for Workforce
Engagement and member of the Audit & Risk
Committee and the Nomination Committee.
Skills and experience:
Giles Davies qualified as a Chartered
Accountant with PwC in London and spent
five years in management consultancy in
London and New York. He went on to
establish Conservation Capital, a leading
international practice in the emerging field
of conservation enterprise, ESG and related
investment financing. He previously served
as non-executive chairman of Wilderness
Scotland and Capital Management &
Investment plc, and as a non-executive
director of Algeco Scotsman Group.
Other current appointments:
None.
Committee Membership:
Director responsible for Sustainability
& Environmental Impact and member
of the Nomination Committee and the
Remuneration Committee.
Cairn Homes plc | Annual Report 2023
57
Senior Leadership Team
Strategic Report
Corporate Governance
Financial Statements
Michael Stanley
Chief Executive Officer (CEO)
Shane Doherty
Chief Financial Officer (CFO)
Maura Winston
Chief People Officer
F O R F U L L B I O G R A P H Y, S E E PA G E 55
F O R F U L L B I O G R A P H Y, S E E PA G E 55
Maura joined Cairn in June 2019. Formerly
Director of Innovation and Change at Federal
Court of Australia, Maura spent 10 years with
Accenture specialising in Organisational
Development.
Gavin Whelan
Director of Construction
& Operations
Gavin joined Cairn in January 2021. Previously
Managing Director and founder of Bailey
Brothers Construction Management Services.
Gavin also held senior roles in Skanska and
Laing O’Rourke. Most notably Gavin acted
as Construction Delivery Lead on the
£1.7bn mixed use Battersea Power Station
redevelopment.
Tara Grimley
Company Secretary &
Head of Sustainability
Tara joined Cairn in March 2018. Previously
Deputy Company Secretary & Head of Group
Integration at UDG Healthcare plc. Member of
the Chartered Governance Institute.
Fergus McMahon
Director of Commercial
& Procurement
Fergus joined Cairn in April 2016. Previously
Cairn Group Managing Surveyor responsible
for our team of quantity surveyors. Formerly
an Associate Director of McInerney
Homes Ltd.
Gerald Hoare
Director of Business Development
Ger joined Cairn in June 2017. Previously
Group Pre-Construction Manager and
also Student Accommodation portfolio
Delivery Lead. Formerly worked with leading
Main Contractors in the UK specialising
in residential developments.
Stephen Kane
Director of Corporate Finance
& Investor Relations
Stephen joined Cairn in October 2023.
Previously Director of Corporate Finance in
Goodbody Stockbrokers. Prior to this, Stephen
worked in investment banking in London.
Declan Murray
Head of Finance & Treasury
Declan joined Cairn in February 2016.
Previously Director, Structured Solutions
at Royal Bank of Scotland plc. Formerly
held management positions in two
domestic banks.
James Benson
Director of Strategic Delivery
& Policy
James joined Cairn in August 2022 from the
Irish House Builders’ Association (“IHBA”)
where he was Director of Housing, Planning
and Development. James is a qualified
engineer and quantity surveyor.
Cairn Homes plc | Annual Report 2023
58
Corporate Governance Report
The strength of our
governance framework
has continued to support
our strong financial
performance during
the past year.
Dear Shareholder,
Against a number of headwinds over the past three
years, our continued emphasis on strong corporate
governance has provided the platform for the business
to focus on strategic clarity, operational discipline,
and the development of our employees. The strength
of our leadership and the breadth of skills and
experience on our Board enables us to make sound
and balanced decisions for the long-term benefit
of our shareholders and stakeholders.
J O H N R E Y N O L D S
C H A I R M A N O F T H E B O A R D
Cairn Homes plc | Annual Report 2023
Strategic Report
Corporate Governance
Financial Statements
This report sets out how the Board operates and how
it oversees management and operations at Cairn. In
the year under review, Cairn reported against the
provisions of the UK Corporate Governance Code and
the Irish Corporate Governance Annex (together “the
Code”) and this report sets out how we have applied
the principles and provisions of the Code. During 2023,
the Board confirms that the Company complied with
the provisions of the Code save for Provision 38
of the UK Corporate Governance Code relating to
alignment of Executive Director pension contributions
with the workforce. The Remuneration Committee
has significantly reduced Executive Director pension
contributions from 25% to 10% of base salary over the
past few years and believe 10% to be the appropriate
contribution rate for Executive Directors going
forward. Further details are contained within the
Directors’ Remuneration Report.
As an increasingly mature and sustainable business, we
are proud of our ability to continue to deliver homes at
scale, supported by a strong macroeconomic backdrop
in Ireland. Our success depends on our commitment
to high standards of corporate governance, which
underpins our strategic decisions and our ability
to create value for stakeholders. It drives ethical
behaviours, informs sound decision making, enables the
effective running of our business and, ultimately, builds
trust internally and externally across stakeholders.
At the heart of good governance is culture and
purpose. It is the Board’s responsibility to establish
the purpose and values of our Company and monitor
the effectiveness of our culture. As set out in our
previous reports, our purpose, vision, values and
culture define us and ensure we are in a position
to build for good. In order to achieve those aims, and
create the best outcomes for our customers, we strive
to ensure colleagues feel valued, respected and
recognised, feel empowered in their role and have
a positive impact on our stakeholders.
59
Strategic Report
Corporate Governance
Financial Statements
Board and Leadership Team Changes
A core role of any Board is succession planning.
In October 2023, we announced the CFO’s decision
to step down from his role, with him set to depart in
the third quarter of 2024. We would like to thank Shane
for all his hard work and dedication to Cairn. Since
joining the business, he has played an important role
in enhancing the effectiveness of the finance function,
strengthened relationships with Cairn’s key
shareholders and banking partners as part of Cairn’s
refinancing strategy, and improved reporting to the
Board across a range of material financial topics.
Following a comprehensive recruitment process, led
by the Nomination Committee and including advice
from external consultants Korn Ferry, on 13 February
2024, we announced the appointment of Richard Ball
as Shane’s replacement as CFO. The Board is delighted
to have attracted a high calibre candidate with
extensive experience in the Irish property market. As a
Board, we have the utmost confidence that Richard’s
highly relevant experience will support our continued
growth and scaling over the years ahead.
Richard will join the Company as CFO on 10 April 2024
and be appointed to the Board as an Executive
Director, subject to shareholder approval, following the
Annual General Meeting (“AGM”) in May. Shane will not
seek re-election at the upcoming AGM and will leave
the Company in the third quarter of this year, following
an orderly transition of responsibilities to the new CFO.
At Board level, a number of changes are expected to
take place over the next two years. As we approach
our ninth anniversary since listing, the Board is
cognisant that a number of its members will have
served on the Board since IPO. As a Board, we look at
Board refreshment and tenure holistically, seeking to
balance continuity and knowledge of the business,
with the benefits of the appointment of new Directors,
a balance which seeks to ensure optimal discussions
and decision-making at Board level. In line with those
aims, the Board has consistently been refreshed over
the period since listing and the Nomination
Committee has developed a plan for further orderly
refreshment of the Board over the period ahead to
ensure we continue to benefit from the in-depth
knowledge of longer-serving Directors, while the
appointment of any new Directors will foster the
generation of new ideas and challenge. Further detail
regarding the changes made to our Board can be found
in the Nomination Committee Report.
Board Evaluation and Effectiveness
During 2023, the Board carried out an internal
evaluation, designed to evaluate the continued
effectiveness of the Board, its Committees and its
Directors. The evaluation was conducted in the form
of an anonymous survey, where Board members
answered questions and provided comments on the
role and responsibilities of the Board, its composition
and effectiveness. The key findings from this
evaluation were related to Cairn’s employee
engagement efforts, diversity, equality and inclusion
policies, board training and development, and our
approach to sustainability.
The findings of the evaluation were positive and
provided meaningful insights into the workings of the
Board, with each of the Board and its sub-Committees
deemed to be operating to a high standard. There was
noteworthy progress on hearing the employee voice at
Board level, led by the Workforce Engagement Director
and supported by the Chief People Officer, the clear
benefits that have resulted from greater diversity at
Board level, and the continued improvement in the
performance of the investor relations team in ensuring
shareholder feedback was effectively communicated
to the Board. In terms of action areas for 2024, there
will be a continued focus on Board development
and training, particularly around the evolution of
sustainability, in line with the clear commitments
and efforts of the Senior Leadership Team.
Board and Committee Fees
During the past year, the Board conducted a review of
the fees for Non-Executive Directors. The review was
designed to ensure that the fees paid to Directors were
reflective of the increased time commitments for each
Director and the associated roles they undertake at
Board and Committee level. The review of fees was
the first since 2018, incorporated external guidance
such as that of the Investment Association’s principles
of Remuneration and employed external data as a
reference point.
Over the past five years, the responsibilities and time
commitments of Directors has increased significantly,
particularly as a result of the expansion of the level of
oversight required to carry out their duties effectively,
including in regard to workforce engagement,
sustainability, shareholder engagement and increasing
demands on their time. Following the review, the
Board approved an increase in the fees paid for
Directors and the Chair, as well as those applicable to
Directors in certain Committee roles and those with
additional responsibilities related to sustainability and
workforce engagement. As a Board, we are satisfied
that these increases are fully aligned with the time
commitments expected of Directors and are in the
best interests of the Company and its stakeholders.
The updated fees are effective from 1 January 2024
and have been set out in full in the Remuneration
Committee Report.
Employee Engagement
The work carried out by Orla O’Gorman in her capacity
as Non-Executive Director with responsibility for
workforce engagement continued to provide a
valuable forum for the Board to hear employee views
in 2023. Orla held several meetings with employees at
all levels of the organisation, across functions and with
a mix of tenures, to ensure a comprehensive level of
feedback was provided. The importance of employee
engagement has increased recently, particularly
against the backdrop of cost-of-living challenges for
our colleagues, and the initiatives we have taken in
response were appreciated by employees. Employees
have welcomed the opportunity to meet with a
Non-Executive Director and appreciated the value of
the roundtable discussions, which presented an
opportunity to share information directly to Board
members. Further details on Orla’s activities during
2023 are set out in the Nomination Committee Report.
Sustainability
Our commitment is to build homes that are
thoughtfully designed and built for good, and our
sustainability agenda is woven into every aspect of our
business and culture. During 2023, we continued to put
words into action. We are proud that our Scope 1, 2
and 3 Greenhouse Gas (GHG) emission targets were
validated by the Science Based Target Initiative (“SBTi”),
a significant milestone for the business, while we also
received our ISO 14001 certification for Environmental
Management. As a business though, we have
consistently recognised that a reduction of GHG
emissions is only one part of mitigating climate
change. Conserving and restoring natural spaces, and
the biodiversity they contain, is equally essential for
limiting emissions and adapting to climate impacts. In
2023, 100% of Cairn’s sites were subject to biodiversity
net gain assessments, demonstrating our dual
commitments to environment protection. We are
extremely proud of our work in Clonburris and our
commitment to delivering a biodiversity net gain
town. Our efforts to develop Passive Apartment
Schemes, such as our development in Charlestown, is
another example of our commitment to decarbonising
the built environment.
Outside of environmental efforts, we were delighted
to be one of the founding members of the Supply
Chain Sustainability School in Ireland and be placed in
the top 20 of Best Workplaces in Ireland in the Large
Category, while maintaining our Great Place to Work
Certification for 2023, reflecting our efforts across the
broad spectrum of sustainability considerations.
Cairn Homes plc | Annual Report 2023
60
Corporate Governance Report continued
Strategic Report
Corporate Governance
Financial Statements
Our Values
The Board and Senior Leadership Team aim to ensure
that our values are lived within the business and
integrated into decision making at all levels. Where
behaviour is not aligned with these values, the
Board and Senior Leadership Team seek to ensure
that appropriate action is taken.
Agile & Innovative
We are creative and open to new ideas, ready to
implement change when required. We are prepared
and able to adapt to changing market conditions and
customer requirements.
Honest & Straight Talking
Maintaining an open and transparent dialogue. Saying
what needs to be said and not just what people want
to hear. Being open and transparent, means that we
can get to a better solution quicker.
Collaboration
Collaboration is at the core of our homebuilding.
Projects involve hundreds of people from varied
disciplines and professions working together to
achieve a clear common goal – to build great homes.
Commercially Minded
Being sector aware. Knowing the customer. Seeking
value and making savings. As well as building great
and competitively priced new homes, we are building
sustainable long-term value for our stakeholders.
Committed & Engaged
We are all in. We will be there to deliver on stakeholder
needs throughout their journey with us, sharing our
knowledge, our insights and our expertise to guide,
support and reassure.
During the year, and particularly as we continue
preparations for reporting against the EU’s CSRD
and taxonomy requirements, the Board received
regular updates on the work undertaken across our
sustainability initiatives, increasing engagement on
an important issue for the business. As part of our
efforts to further strengthen the responsibility and
governance frameworks around sustainability at
Cairn, Giles Davies will become the Non-Executive
Director with formal responsibility for oversight of
sustainability at Board-level.
Board Leadership and Company Purpose
Role of the Board
The Board is collectively responsible for promoting the
long-term sustainable success of the Group, generating
value for shareholders as a whole and contributing to
wider society by fulfilling its purpose. In exercising this
responsibility, the Board takes into account all relevant
stakeholders including customers, employees,
suppliers, shareholders, regulators and government
and the effect of the activities of the Group on the
environment. The Board provides effective leadership
by setting the strategic priorities of the Group and
overseeing management’s execution of the strategy
in a way that enables sustainable long-term growth,
while maintaining a balanced approach to risk within
a framework of prudent and effective controls.
Our Purpose
Our purpose is building homes and creating
communities where people can thrive, and our
sustainability priorities help us to achieve this purpose
in a tangible way. Developing a business based on
strong, sustainable foundations, and where our
employees have the opportunity to achieve their full
potential, provides the platform for our continued
success. We recognise that this success is dependent
upon strong engagement with, and delivery for,
all our stakeholders.
Cairn Homes plc | Annual Report 2023
Attendance Table
Director
John Reynolds (Chairman)
Gary Britton
Giles Davies
Shane Doherty
Linda Hickey
Alan McIntosh
Orla O’Gorman
Julie Sinnamon
Michael Stanley
No. of Meetings
Held/Attended
Board Tenure
8/8
8/8
8/8
8/8
8/8
8/8
8/8
8/8
8/8
9 years
9 years
9 years
4 years
5 years
9 years
2 years
2 years
9 years
Division of Responsibilities
Roles and Responsibilities
The Board has a formal schedule of matters reserved
for its decision which includes the approval of
significant acquisitions or disposals, significant capital
expenditures, financial statements and budgets,
risk management processes and the Principal Risks
& Uncertainties, and, the approval of the Terms of
Reference for each of the Committees of the Board.
Certain governance responsibilities have been
delegated by the Board to Board Committees, to
ensure that there is independent oversight of internal
control and risk management and to assist the
Board with carrying out its responsibilities. Three
Committees have been established which are the
Audit & Risk Committee, the Nomination Committee
and the Remuneration Committee. Each of the Board
Committees are comprised of independent Non-
Executive Directors. Each individual Committee’s
Chair reports to the Board on matters discussed at
Committee meetings and highlights any significant
issue that requires Board attention. The roles of
Chairman and Chief Executive Officer are set out in
writing, clearly defined and approved by the Board.
Day-to-day management responsibility rests with the
Senior Leadership Team, the members of which are
listed on page 57.
Chairman
John Reynolds
Responsible for leadership of the Board and ensuring
effectiveness in all aspects of its role. He is responsible
for setting the Board’s agenda and ensuring adequate
time is available for discussion of all agenda items,
including strategic issues. He is responsible for
encouraging and facilitating active engagement by
and between all Directors, drawing on their skills,
knowledge and experience. He was independent
when appointed to the role in 2015.
Chief Executive Officer
Michael Stanley
Specific responsibility for recommending the Group’s
strategy to the Board and for delivering the strategy
once approved. In undertaking such responsibilities,
the Chief Executive Officer takes advice from, and is
provided with support by, his Senior Leadership Team
and all Board colleagues.
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Financial Statements
Together with the Chief Financial Officer, the Chief
Executive Officer monitors the Group’s operating
and financial results and directs the day-to-day
business of the Group. The Chief Executive Officer
is also responsible for recruitment, leadership and
development of the Group’s Senior Leadership Team
below Board level.
Senior Independent Director
Giles Davies
During 2023, Giles Davies was the Senior Independent
Non-Executive Director. He acted as a sounding board
for the Chairman and as an intermediary for the other
Directors when necessary. During the first quarter of
2024, the Company announced that Linda Hickey would
succeed Giles Davies as the Senior Independent Director.
Linda is available to address shareholders’ concerns
that have not been resolved through the normal
channels of communication with the Chairman, Chief
Executive Officer or Chief Financial Officer. She is
responsible for evaluating the performance of the
Chairman in consultation with the other Non-
Executive Directors.
Non-Executive Directors
The Non-Executive Directors provide an external
perspective, sound judgement and objectivity to the
Board’s deliberations and decision making. With their
diverse range of skills and expertise, they support and
constructively challenge the Executive Directors and
monitor and scrutinise the Group’s performance
against agreed goals and objectives. The Non-
Executive Directors are also responsible for
determining appropriate levels of executive
remuneration, appointing and removing Executive
Directors, and succession planning through their
membership of the Remuneration and Nomination
Committees. The Non-Executive Directors together
with the Chairman meet regularly without any
Executive Directors being present.
Company Secretary
Tara Grimley
Supports and works closely with the Chairman, the
Chief Executive Officer and the Chairs of the Board
Committees in setting agendas for meetings of the
Board and its Committees.
She supports accurate, timely and clear information
flows to and from the Board and the Board
Committees, and between Directors and senior
management. In addition, she supports the Chairman
in designing and delivering Directors’ induction
programmes and the Board and Committee
performance evaluations. She also advises the Board
on corporate governance matters and Board
procedures and is responsible for administering the
Share Dealing Code and General Meetings.
Conflicts of Interest
The Board reviews potential conflicts of interest as a
standing agenda item at each Board meeting. Directors
have continuing obligations to update the Board on
any changes to these conflicts.
Induction and Training
An induction procedure for new Board members was
established in early 2019 which was further enhanced in
2021 as we inducted two new members to the Board.
Board members engage with senior management on a
regular basis to assist and enhance their understanding
of the business. The Board considers on an ongoing
basis the need for additional training in respect of any
matters relevant to the development and operation of
the Board or any of its Committees.
D&O Insurance
The Company maintains appropriate Directors’ and
Officers’ liability insurance cover in respect of legal
action against Directors, the level of which is reviewed
annually. Subject to the provisions of, and so far as may
be permitted by the Companies Act 2014 and the
Company’s Constitution, every Director, Secretary or
other officer of the Company is entitled to be
indemnified by the Company against all costs, charges,
losses, expenses and liabilities incurred by them in the
execution and discharge of their duties.
Board Meetings in 2023
The Board meets regularly and would typically hold seven
scheduled meetings during the year, including a strategy
day. The Board met eight times for Board meetings during
2023. Generally, each formal Board meeting follows a
carefully tailored agenda agreed in advance by the
Chairman, Chief Executive Officer, Chief Financial Officer
and Company Secretary. A typical meeting will comprise
reports on current trading and financial performance
from the Chief Executive Officer and Chief Financial
Officer, sustainability, risk, governance, health & safety
and investor relations updates and “deep dives” into
areas of particular strategic importance.
Commitment and External Appointments
As part of the Board evaluation process, the Board has
considered the individual Directors’ attendance, their
contribution, and their external appointments, and is
satisfied that each of the Directors is able to allocate
sufficient time to the Group to discharge his or her
responsibilities effectively. As evidenced by the
attendance table on page 60, the Directors have
maintained the ability to devote sufficient time to their
roles and the Company. Contracts and letters of
appointment with Directors are made available at the
Annual General Meeting or upon request.
Executive Directors are permitted to take up
non-executive positions on the boards of other listed
companies so long as this is not deemed to interfere
with the business of the Group. Executive Directors’
appointments to such positions are subject to the
approval of the Board which considers, amongst other
things, the time commitment required. In line with the
Code, Non-Executive Directors are also encouraged to
seek Board approval prior to taking on any additional
external appointments.
Directors’ Terms of Appointment
The Executive Directors have service agreements with
the Company which have notice periods of 12 months
or less. The Non-Executive Directors have Letters of
Appointment which set out their terms of
appointment. The initial period of appointment is
three years, and any term renewal is subject to the
approval of the Board and appointments are
terminable on one month’s notice. Under the
Company’s Constitution, one third of all Directors must
retire by rotation at each Annual General Meeting and
may seek re-election. However, in keeping with best
corporate governance practice, the Board has decided
that all Directors will seek re-election annually.
Accordingly, all Directors will retire at the Annual
General Meeting on 10 May 2024 and, being eligible,
each will offer themselves for re-election, with the
exception of Shane Doherty who announced his
intention to resign in October 2023. The Board is
satisfied that the Company benefits greatly from the
services of all Directors and accordingly, the Board
recommends the re-election of all of the Directors.
Information and Support
All members of the Board are supplied with
appropriate, clear and accurate information in a timely
manner covering matters which are to be considered
at forthcoming Board or Committee meetings. The
papers for each meeting are made available via an
electronic Board portal along with a wealth of
supporting and reference material. Should Directors
judge it necessary to seek independent legal advice
about the performance of their duties with the Group,
they are entitled to do so at the Group’s expense.
Directors also have access to the advice and services of
the Company Secretary, who is responsible for advising
the Board on all governance matters and ensuring that
Board procedures are complied with. The appointment
and removal of the Company Secretary is a matter
requiring Board approval.
Cairn Homes plc | Annual Report 2023
62
Corporate Governance Report continued
Strategic Report
Corporate Governance
Financial Statements
Independence
As is done annually, the independence of the
Non-Executive Directors was reviewed during 2023.
In doing so, the Board considered factors such as
length of tenure and relationships or circumstances
that are likely to affect, or appear to affect, the
Directors’ judgement, in determining whether they
remain independent. Following this year’s review,
all of the Non-Executive Directors are considered
independent in character and judgement and are free
from any business or other relationships that could
materially affect the exercise of their judgement, with
the exception of Alan McIntosh, who had formerly
been an Executive Director between 2015 and 2018.
Alan McIntosh has since retired from the Board,
in January 2024. The Chairman of the Board was
deemed independent on appointment.
Board Appointment Process
When making Board appointments, the Nomination
Committee reviews and approves an outline brief
and role specification and appoints an external search
consultancy for the assignment. The Chairman of
the Board (except in relation to his own succession)
alongside representation from the Nomination
Committee, the Chief Executive Officer, Chief People
Officer and Company Secretary, meet to discuss the
specification and search parameters, as well as the
Group’s need for enhancing diversity. An external
search consultancy is appointed and prepares an initial
long list of candidates from which the Nomination
Committee assembles a shortlist. Interviews are held
with the Chairman, Chief Executive Officer and a
selection of Non-Executive Directors, supported by
the Chief People Officer.
In assessing the independence of Linda Hickey, the
Board had due regard for her position on the Board
of Kingspan Group plc (“Kingspan”), one of the
Company’s suppliers. The Board concluded that
Ms Hickey was fully independent having taken into
consideration the total value of purchases from
Kingspan during 2023. The procurement of products
purchased from Kingspan remain subject to the
Company’s strict procurement procedures and
were not material for a business of Kingspan’s size.
In assessing the independence of Gary Britton and
Giles Davies, the Board had due regard for the fact
that their tenure on the Board would reach nine
years during 2024. The Board was satisfied that both
Gary and Giles continue to be fully independent,
underpinned by their continued contributions and
challenge and Board and Committee meetings.
As announced in January 2024, Gary Britton
informed the Board of his intention to step down
as a Non-Executive Director at the end of 2024.
Cairn Homes plc | Annual Report 2023
The Nomination Committee then makes a
recommendation to the Board for its consideration.
Following Board approval, the appointment is
announced in line with requirements of the rules
applying to public companies.
Diversity and Inclusion
In 2019, the Board adopted a formal Diversity and
Equality Policy applicable to the Company, which is
available on our website. The Board and management
continue to recognise the benefits of diversity and
the recommendations of the Hampton-Alexander
and Parker reviews, and recognise the clear benefits
of increasing diversity at all levels of the organisation.
At 31 December 2023, female employees made up
25% of our total workforce, while 25% of the Senior
Leadership Team (excluding Executive Directors) were
female. Many of the Company’s employee base are
also from varying backgrounds of nationality, ethnicity,
and religion. In response to the embedding of the
Parker Review in market practice, the Board is reviewing
succession planning and recruitment policies to ensure
an appropriate focus on ethnicity. Further details on
diversity within the Company can be found in our
separate, standalone 2023 Sustainability Report.
preliminary results and the Annual Report and Financial
Statements are reviewed by the Audit & Risk Committee
who recommend their approval to the Board.
Audit, Risk and Internal Controls
Internal Control
The Board has overall responsibility for the Company’s
system of internal control, for reviewing its
effectiveness and for confirming that there is an
ongoing process in place for identifying, evaluating and
managing the significant risks facing the Company. The
process was in place throughout the year under review
and up to the date of approval of the Annual Report
and Financial Statements. The Board has reviewed the
effectiveness of the Company’s risk management and
internal control systems, with the assistance of the
Audit & Risk Committee. Effective risk management is
critical to the achievement of the Company’s strategic
objectives. Risk management controls are in place
across the business. The Company’s risk framework
continues to evolve, and the Company will continue to
monitor and improve its risk management framework.
Further details are available in the Risk Report on
pages 40 to 50.
The Company has documented its financial policies,
processes and controls which will be reviewed and
updated on an ongoing basis. The key elements of
the system of internal control include the following:
• clearly defined organisation structure and lines
of authority;
• company policies for financial reporting, treasury
management, information technology and security
and project appraisal;
• annual budgets and business plans; and
• monitoring performance against budget.
The preparation and issuance of financial reports is
managed by the finance function. The financial
reporting process is controlled using the Company’s
accounting policies and reporting system. The financial
information is reviewed by the Chief Financial Officer
and the Chief Executive Officer. The interim and
Risk Management
The Company considers risk management to be of
paramount importance. The Board, together with
Senior Leadership Team, deals with risk management
on behalf of the Company as part of its regular
monitoring of the business. The Board and the Audit &
Risk Committee have put in place procedures designed
to ensure that all applicable risks pertaining to the
Company can be identified, monitored and managed
at all times. Further information on the principal risks
applicable to the Company is given in the Risk Report
on pages 40 to 50.
Financial Risk Management
The financial risk management objectives and
policies of the Company are set out in Note 29
to the consolidated financial statements.
Health and Safety Policy
It is the policy of the Company and its subsidiaries to
comply with the following legislation as a minimum
standard for all work activities:
• Safety, Health and Welfare at Work Act, 2005;
• the Safety, Health and Welfare at Work (General
Application) Regulations, 2007 – 2016;
• the Safety Health and Welfare at Work
(Construction) Regulations, 2013 and all
amendments to date; and
• all codes of practice applicable to the work
undertaken by the Company or its subsidiaries.
In complying with the statutory requirements and
implementing our safety management system the
Company ensures, so far as reasonably practicable,
the safety, health and welfare of all employees whilst
at work and provides such information, training and
supervision as is required for this purpose. It is the
policy of the Company to protect, so far as is
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Corporate Governance
Financial Statements
reasonably practicable, persons not employed by the
Group who may be affected by our activities.
It is the policy of the Company to ensure that adequate
consultation takes place between management,
employees, contractors and others on all health and
safety related matters and employees are encouraged
to notify management of identified hazards in the
workplace. All employees have the responsibility to
co-operate with supervisors and management to
achieve a healthy and safe workplace and to take
reasonable care of themselves and others.
The Health and Safety Policy is available at all work
locations for consultation and review by all employees.
The Policy is kept up-to-date and amended as necessary
to meet changes in the nature and size of the business.
The Policy is communicated to employees at the
commencement of their employment and on an
annual basis thereafter as the safety statement review
is carried out.
General Meetings
The Company holds a general meeting each year as
its Annual General Meeting in addition to any other
meeting in that year. Not more than 15 months shall
elapse between the date of one Annual General
Meeting and that of the next. The Board is responsible
for the convening of general meetings.
The 2024 Annual General Meeting of the Company
is scheduled to be held at The Merrion Hotel,
Merrion Street Upper, Dublin 2, D02 KF79 at 12 noon
on 10 May 2024. The 2023 Annual Report and 2024
Notice of the Annual General Meeting will be circulated
at least 20 working days prior to the meeting and
will be available to download from the Company’s
website. The Notice contains a description of the
business to be transacted at the Annual General
Meeting. The Chairman, Chief Executive Officer,
Chief Financial Officer and Non-Executive Directors
will be available at the Annual General Meeting to
answer shareholder questions.
The Company continues to strive to work for the
ongoing integration of health and safety into all
of its activities, with the objective of retaining high
standards of health and safety performance. The
Company seeks the full co-operation of all concerned
in the carrying through of its commitment. Health and
safety has also been integrated into the remuneration
arrangements for the Executive Directors, with pay
opportunity reduced in the event of unsatisfactory
Health and Safety performance.
Every shareholder has the right to attend and vote
at the Annual General Meeting and to ask questions
related to the items on the agenda of the Annual
General Meeting.
Voting Rights
(a) Votes of Members: Votes may be given either
personally or by proxy. Subject to any rights or
restrictions for the time being attached to any
class or classes of shares, on a show of hands every
member present in person and every proxy shall
have one vote, so, however, that no individual
shall have more than one vote, and on a poll
every member shall have one vote for every share
carrying voting rights of which he/she/it is the
holder. The Chairman shall be entitled to a casting
vote where there is an equality of votes.
(b) Resolutions: Resolutions are categorised as either
ordinary or special resolutions. The essential
difference between an ordinary resolution and a
special resolution is that a bare majority of more
than 50% of the votes cast by members voting on
the relevant resolution is required for the passing of
an ordinary resolution, whereas a qualified majority
of 75% or more of the votes cast by members
voting on the relevant resolution is required in
order to pass a special resolution. Matters requiring
a special resolution include for example:
• altering the Objects of the Company;
• altering the Constitution of the Company; and
• approving a change of the Company’s name.
Communication with Shareholders
The Company attaches considerable importance to
shareholder communication. There is regular dialogue
with institutional shareholders, including detailed
presentations and roadshows after the announcement
of interim and preliminary results. The Executive
Directors meet with institutional investors during the
year and participate in broker/investor conferences.
The Chairman has overall responsibility for ensuring
that the views of our shareholders are communicated
to the Board. Contact with major shareholders is
principally maintained by the Executive Directors.
The Executive Directors also report regularly to the
Board on their engagement with shareholders. The
Board also regularly receives analysts’ reports on the
Company. The Company’s website www.cairnhomes.
com provides the full text of all announcements
including the interim and preliminary results and
investor presentations.
Other
The Company discloses information to the market as
required by the Listing Rules of Euronext Dublin and
the Listing Rules of the London Stock Exchange and
Financial Conduct Authority, including inter alia:
• periodic financial information such as interim and
preliminary results;
• price-sensitive information, which for example,
might be a significant change in the Company’s
financial position or outlook, unless there is a
reason not to disclose such information (e.g.,
prejudicing commercial negotiations);
information regarding major developments in the
Company’s activities;
•
information regarding dividend decisions;
• any changes to the Board once a decision has
•
•
been made, and
information in relation to any significant changes
notified to the Company of shares held by a
substantial shareholder.
The Company will make an announcement if it has
reason to believe that a leak may have occurred about
any ongoing negotiations of a price-sensitive nature.
Any decisions by the Board which might influence the
share price must be announced as soon as possible
and in any event before the start of trading the next
day. Information relayed at a shareholders’ meeting,
which could be price-sensitive, must be announced
no later than the time the information is delivered at
the meeting. In relation to any uncertainty regarding
the communication of a particular matter, advice
will be sought from the Company’s sponsors and/or
legal advisor(s).
Remuneration
Details on the Company’s compliance with the
provisions of the UK Corporate Governance Code in
relation to remuneration are set out in the Directors’
Remuneration Report.
Cairn Homes plc | Annual Report 2023
64
Audit & Risk Committee Report
We continue to advise
the Board on whether the
Annual Report and Financial
Statements, taken as a
whole, are fair, balanced
and understandable.
Dear Shareholder,
This report describes how the Audit & Risk Committee
(the “Committee”) has fulfilled its responsibilities during
the year under its Terms of Reference and under the
relevant requirements of the UK Corporate Governance
Code and Irish Corporate Governance Annex (together
“the Code”).
The Committee is satisfied that its role and authority
include those matters envisaged by the UK Corporate
Governance Code that should fall within its remit and that
the Board has delegated authority to the Committee
to address those tasks for which it has responsibility.
Gary Britton
C H A I R O F T H E A U D I T
& R I S K C O M M I T T E E
Cairn Homes plc | Annual Report 2023
Strategic Report
Corporate Governance
Financial Statements
Committee Member
Gary Britton (Chair)
Linda Hickey
Orla O’Gorman
Julie Sinnamon
Meeting Attendance
Committee Tenure
7/7
7/7
7/7
7/7
9 years
5 years
2 years
2 years
Committee Membership
The Committee currently comprises four Non-
Executive Directors. All members of the Committee
are determined by the Board to be independent
Non-Executive Directors in accordance with provision
24 of the UK Corporate Governance Code with several
members deemed to have recent and relevant
financial experience. The biographical details on
pages 55 and 56 demonstrate that members of the
Committee have a wide range of financial, capital
markets, commercial and business experience relevant
to the sector in which the Group operates.
The Committee met seven times during the year and
the attendance of each member is laid out in the table
above. Meetings are attended by members of the
Committee and others being principally the Chairman,
the Company Secretary, the Chief Financial Officer,
representatives from the finance function, the Director
of Commercial and Procurement, the Health & Safety
Manager, our Risk Management Consultant, and
representatives of the External Auditor as well as the
outsourced Internal Audit function who also attend
by invitation. Other members of management may
be invited to attend to provide insight or expertise
in relation to specific matters.
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Corporate Governance
Financial Statements
The Committee also met privately with the External
Auditor and representatives of the outsourced Internal
Audit function without management present at least
once during the year.
The Chair of the Committee reports to the Board
following each meeting, on the work of the Committee
and on its findings and recommendations.
Key Duties
• monitoring the integrity of the Group’s financial
statements and announcements relating to the
Group’s performance;
• advising the Board on whether the Annual Report
and Financial Statements, taken as a whole, are fair,
balanced and understandable, and whether it
provides the information necessary for
shareholders to assess the Group’s performance,
business model and strategy;
• monitoring the effectiveness of the external audit
process and making recommendations to the
Board in relation to the appointment, re-
appointment and remuneration of the External
Auditor;
• overseeing the relationship between the Group
and the External Auditor including the terms
of engagement and the scope of audit;
reviewing the scope, resourcing, findings and
effectiveness of the Internal Audit function;
•
• monitoring and reviewing the overall effectiveness
of the Group’s risk management systems,
and overseeing its strategic response to risk,
in particular, the principal and emerging risks
to its strategic objectives;
•
•
reviewing the adequacy and effectiveness of the
Group’s systems and controls for risks associated
with health & safety, bribery and fraud, and the use
of personal data; and
reporting to the Board on how the Committee has
discharged its responsibilities.
Key Areas of Activity During 2023
A summary of the key activities of the Committee
during the year is set out below:
Financial Reporting
The Committee reviewed the draft trading updates,
draft preliminary results, draft annual report and draft
interim results before recommending their approval
to the Board. The Committee considered the
appropriateness of the relevant accounting policies
and significant judgements and key estimates adopted
in the preparation of the financial statements. The
Committee also considered the views of the External
Auditors in making these assessments. The significant
issues in relation to the financial statements considered
by the Committee and how these were addressed are
set out on pages 66 and 67. The Committee also
reviewed the observations on internal control prepared
by the External Auditor as part of the audit process.
In accordance with the reporting requirements of the
Code, the Committee confirms to the Board that, in our
view, the Annual Report, taken as a whole is fair, balanced
and understandable, and provides the information
necessary for shareholders to assess the Group’s position
and performance, business model and strategy.
Risk Management and Internal Control
Responsibility for monitoring the effectiveness of the
Group’s system of risk management and internal
control is delegated to the Committee by the Board.
The Committee is satisfied with the procedures
established for identifying, assessing and managing
key risks, and will continue to evaluate those
procedures against best practice for the industry.
Further information on the Group’s risk management
process is outlined in the Risk Report on pages 40 to 50.
Following the revisions of the UK Corporate Governance
Code, the Committee will, over the course of 2024,
review its processes and approach in maintaining and
reporting on the effectiveness of its risk management
and internal control frameworks to ensure continued
alignment with the principles of the Code from
1 January 2025.
Health & Safety and Data Protection
The Committee met with the Group’s Health & Safety
Manager and Director of Commercial and Procurement
on six occasions during the year. These meetings
included reviewing key health and safety statistics,
monitoring resourcing requirements for the function,
reviewing the findings and recommendations from
four targeted audits (conducted during the year by an
independent, specialist external audit firm), and
overseeing the achievement of key objectives during
2023 which were set at the beginning of the year. The
Chairman of the Committee also frequently engaged
with the Health & Safety Manager outside of meetings.
The Committee has engaged with the Company
Secretary who has overall responsibility for the Group’s
lawful use of personal data in accordance with Irish and
European data protection laws, including Regulation
(EU) 2016/679 (the General Data Protection Regulation
“GDPR”). The Group has designated an independent
Data Protection Officer who has access to the
Committee, advises the Company Secretary and
carries out the tasks mandated by the GDPR.
Throughout 2023, the Committee continued to
monitor the progress and effectiveness of the Group’s
data protection programme, consistent with the data
protection risks faced by the Group.
Cairn Homes plc | Annual Report 2023
66
Audit & Risk Committee Report continued
Strategic Report
Corporate Governance
Financial Statements
Going Concern, Viability and Directors’
Compliance Statements
The Committee reviewed the draft Going Concern
Statement, Viability Statement and Directors’
Compliance Statement prior to recommending them
to the Board for its review and approval. The Going
Concern Statement and the Viability Statement are
on page 51. The Directors’ Compliance Statement is
included in the Directors’ Report on page 100.
Internal Audit
The Group’s Internal Audit function is outsourced,
however the Committee continues to maintain
oversight of and responsibility for the function’s
effectiveness on an annual basis. The Internal Audit
function completed four Internal Audit reviews during
the year; (1) Purchase Ledger and Duplicate Payments;
(2) Cyber Security; (3) Procurement and Subcontractor
Management; and (4) HR Compliance Review. The
Committee considered reports and updates from
the Internal Audit function for each of these reviews
which summarised the work undertaken, findings,
recommendations and management responses
to audits conducted during the year. A register is
maintained internally which monitors progress against
any recommended process and control enhancements
to ensure that they are implemented appropriately
and in a timely and controlled manner.
The Committee considered and approved the
programme of work to be undertaken by the Internal
Audit function in 2023 and the planned programme
of work for 2024. The Committee also met with the
members of the Internal Audit function privately
without management present.
External Auditor
Our External Auditor, KPMG, was appointed in 2015.
The Group is currently in the process of tendering for
audit services for the year ended 31 December 2025
onwards, in light of the EU Audit Regulation requirements
on auditor rotation and will complete that process
Cairn Homes plc | Annual Report 2023
during 2024. KPMG will continue as auditor for the year
ended 31 December 2024.
• the nature of the non-audit services;
• whether the skills and experience of the external
The Committee reviewed the External Auditor’s
overall audit plan for the 2023 audit and approved
the remuneration and terms of engagement of the
External Auditor. The Committee also considered
the quality and effectiveness of the external audit
process and the independence and objectivity
of the External Auditor.
In order to ensure the independence of the External
Auditor, the Committee received confirmation from
the External Auditors that they are independent of the
Group under the requirements of the Irish Auditing &
Accounting Supervisory Authority (“IAASA”) Ethical
Standard for Auditors (Ireland). The External Auditors
also confirmed that they were not aware of any
relationships between the firm and the Group or
between the firm and persons in financial reporting
oversight roles in the Group that may affect its
independence. The Committee considered and was
satisfied that the relationships between the External
Auditor and the Group including those relating to the
provision of non-audit services did not impair the
External Auditor’s judgement or independence.
Non-Audit Services
The Committee reviews the engagement of the
External Auditor to provide non-audit services on an
ongoing basis and in line with our non-audit services
policy. In considering any proposal for the provision
of non-audit services by the External Auditor, the
Committee considered several matters including:
• threats to independence and objectivity resulting
from the provision of such services and any
safeguards in place to eliminate or reduce
these threats to a level where they would not
compromise the External Auditor’s integrity
and objectivity;
audit firm make it the most suitable supplier of the
non-audit services;
• the fees incurred, or to be incurred, for non-audit
services both for individual services and in
aggregate, relative to the audit fee; and
• any relevant legislation.
The External Auditor will not be engaged for any
non-audit services without the approval of the
Committee. The External Auditor is precluded from
providing certain services under Regulation (EU)
No 537/2014 or from providing any non-audit
services that have the potential to compromise its
independence or judgement.
Details of the audit and non-audit services provided by
the External Auditor for 2023 and their related fees are
disclosed in Note 9 to the consolidated financial
statements. The Committee has undertaken a review
of non-audit services provided during 2023 and is
satisfied that these services were efficiently provided
by the External Auditor with the benefit of their
knowledge of the business and did not prejudice their
independence or objectivity.
In line with EU audit regulations, the Group’s non-audit
fees for 2023 were less than 70% of the average of the
audit fees over the previous three-year period.
Confidential Reporting and
Anti-Bribery & Corruption
The Group’s Confidential Reporting and Anti-Bribery
& Corruption Policies were reviewed during the year.
The policies are published on the Group’s website and
intranet, and employees are required to confirm they
have read them. The Committee continues to monitor
and review any breaches to these policies.
The Company also launched its Confidential Reporting
platform to employees during the year and any
reports raised using this platform are communicated
to the Committee.
Estimates and Judgements
The Committee reviewed in detail the areas of
significant judgement, complexity and estimation in
connection with the financial statements for 2023.
The Committee considered a report from the External
Auditors on the audit work undertaken and
conclusions reached as set out in their audit report on
pages 105 to 111. The Committee also had an in-depth
discussion on these matters with the External
Auditors. These significant areas were the carrying
value of inventories and profit recognition.
Carrying Value of Inventories
and Profit Recognition
As the business continues to expand its construction
activities, the Group has been investing capital in
developing its landbank and construction work in
progress. As a result, the carrying value of inventories
is a crucial area for management and audit judgement.
In 2023, the Group conducted a detailed annual
impairment test with input from relevant internal and
external stakeholders to ensure that the investment
in development land and related construction work
in progress was not impaired. The annual impairment
test examined the performance of each site
individually to determine its net realisable value,
including an assessment of the number of units that
could be achieved on each site and a full evaluation of
the likely sales prices of those units, which were then
compared to actual sales prices achieved to date.
All costs related to individual sites are regularly
evaluated and updated based on new information
and actual experience. If the net realisable value of
a site is found to be lower than its cost, it is considered
impaired, and its value is written down to its net
realisable value. This process is subject to review by
67
Strategic Report
Corporate Governance
Financial Statements
management and is thoroughly tested during the
annual audit process.
The annual impairment test did not show any evidence
of impairment on a site by site basis.
The Group calculates its gross profit for each sale by
considering the specific unit sold and its associated
total cost. Since the construction cost of a site can
span multiple reporting periods, determining the cost
of sale for each unit sold relies on current cost forecasts
and anticipated profit margins for the entire project.
There is a possibility that some or all of the
assumptions used in these forecasts may be incorrect,
which could affect the carrying value of inventories
or the amount of profit recognised. To manage this
risk, the Group regularly updates its site profitability
forecasts and makes any necessary adjustments in the
appropriate reporting period.
The Committee considered the evidence from
impairment reviews and profit forecasting models
across the various sites and discussed the results with
management and is satisfied with the carrying values
of inventories (development land and construction
work in progress) and with the methodology for the
release of costs on the sale of individual units.
As Chair of the Committee, I engaged with the
Company Secretary, the Chief Financial Officer,
representatives from the finance function and health
and safety function, the Internal Audit function, the
Risk Management Consultant, and the External Auditor
in preparation for each Committee meeting. I also
attend the Annual General Meeting and am available
to respond to any questions that shareholders may
have concerning the activities of the Committee.
G A R Y B R I T T O N
C H A I R O F T H E A U D I T & R I S K C O M M I T T E E
Cairn Homes plc | Annual Report 2023
68
Nomination Committee Report
Ensuring effective
succession planning
and optimal Board
composition.
Dear Shareholder,
I am pleased to present the Nomination Committee
(“the Committee”) report on the work carried out
during 2023. The Committee supports the Board with
the review of its structure, size and composition with
a view to ensuring that Board composition includes
the most appropriate balance of skills, experiences,
and diversity of thought to effectively oversee and
support the long-term development of the business.
As announced in January 2024, I stepped down as
Chair of the Nomination Committee, and was replaced
by Julie Sinnamon. I will remain as a member of the
Committee and will support Julie as she transitions
to the position of Chair.
G I L E S D A V I E S
F O R M E R C H A I R O F T H E
N O M I N A T I O N C O M M I T T E E
Cairn Homes plc | Annual Report 2023
Strategic Report
Corporate Governance
Financial Statements
Role of the Committee
The Committee is responsible for Board recruitment and conducts regular assessments of the Board’s
composition against the Company’s strategic priorities and the main trends and factors affecting the long-term
success and future viability of the Company. The Committee’s key objective is to ensure that the Board comprises
individuals with the necessary skills, knowledge, experience and diversity to ensure that the Board is effective
in discharging its responsibilities.
Key Activities for the Nomination
Committee in 2023
• Considered the composition of the Board and
Committees and the succession of Non-Executive
Directors and the skills, knowledge, experience,
diversity and attributes required of current and
future Non-Executive Directors. In considering
Board succession, the Committee considered the
length of tenure of the Non-Executive Directors
and the importance of the progressive refreshing
of Board membership.
• Oversight of the succession plans in place for the
Senior Leadership Team, with consideration of the
Group’s talent development programmes and the
requirements to build technical and leadership
capability. While we have robust processes in place
that allow for planned and unplanned departures,
the Committee spent time discussing the
departure of the CFO and plans for appointing
his replacement.
• Ownership of the internal Board evaluation process
and discussion of the feedback, observations and
recommendations from the review of the Board
and Committees, including the action plan for
approval by the Board.
•
• Reviewed the Board Diversity Policy to ensure it
remained aligned with the market best practice.
Continued application of the Board Diversity Policy
and initiatives, and reviewed progress made
against the agreed objectives set out in the Board
Diversity Policy.
Incorporated feedback from the Board’s workforce
engagement outreaches, which provides
important insight into employees’ expectations
and needs. Feedback was considered in
determining Cairn’s most appropriate approach
in supporting employees during the ongoing
cost-of-living crisis, in the refinement of employee
development programs and to update
organisational structures, both in the office and
across our construction sites, with a view to
enhancing employees’ experience of working at
Cairn, a topic of great importance for the Board.
Committee Member
Giles Davies (Chair)
Orla O’Gorman
Julie Sinnamon
Meeting Attendance
Committee Tenure
4/4
4/4
4/4
9 years
2 years
2 years
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Strategic Report
Corporate Governance
Financial Statements
Board & Committee Changes
The continued reorganisation and orderly succession
of the Board has been a focus of the Committee during
2023 and the early part of 2024. In evaluating Board
composition and plans for new appointments, the
Committee assesses the balance of skills, knowledge,
tenure and experience, against Cairn’s long-term
strategy, with consideration of the operating context
of the business. While not exhaustive, the skills matrix
set out on page 70 details certain of the attributes
the Committee looks at when evaluating Board
composition and appointments. While there were no
changes to the Board during 2023, in January 2024,
Alan McIntosh stepped down from the Board while
Gary Britton announced his intention to step down
at the end of the year. The changes are set out in
full later in this report and over the course of 2024,
the Committee will consider appointments to the
Board to ensure its composition continues to align
with the development of strategy and provides the
appropriate oversight.
The Committee also continued to enhance its
succession planning for senior management during the
past year, which was brought further into focus by
Shane Doherty communicating his intention to step
down from the Board in October 2023 after serving
more than four years in his role. Following the
announcement of Shane’s departure, the Board, led by
the Committee and supported by external advisors,
immediately commenced a recruitment process for his
replacement. That comprehensive process resulted in
the appointment of Richard Ball, who brings a wealth
of relevant experience to the business and the Board.
As announced in February 2024, Richard will join Cairn
on 10 April and, subject to shareholder approval, will
join the Board as an Executive Director following the
2024 AGM. While Shane will step down from the Board
at the 2024 AGM, as part of ensuring an effective
transition of responsibilities to his successor, he will stay
on to support Richard until the third quarter of 2024.
All members of the Committee are independent
Non-Executive Directors. Members of the Senior
Leadership Team, primarily the Chief People Officer,
and the Board Chairman John Reynolds, are invited to
attend meetings. The Company Secretary Tara Grimley
also acts as Secretary to the Committee. The Committee
met four times during the year and after each meeting,
the Board was apprised of key issues discussed during
our meetings.
At the 2024 AGM, the Chairman of the Board John
Reynolds and myself, will each have served on the
Board since our IPO in 2015. The Committee reviews
Board composition holistically, seeking to balance the
benefits of the experience and continuity of longer-
serving Directors with periodic additions to the Board,
and as such, does not take a rigid approach to tenure.
The Committee considers this approach as the best
means of promoting effective dialogue and decision-
making at Board and Committee level.
While the UK Code is somewhat more prescriptive
in its guidance on the tenure of the Chairman of
the Board, having reviewed its current composition
including the recently announced Board and
Committee changes, as well as our succession plans
over the coming 12 months, the Committee and
the Board agreed that the current Chairman, John
Reynolds, should remain in position for the year ahead
and will re-seek election at the Annual General Meeting
for an additional year. Moreover, considering the
outcomes of the internal Board evaluation facilitated
by the Company Secretary, the Committee in
particular, concluded that the Board is satisfied
with the guidance and leadership provided by the
Chairman. The Board highlighted his ability to
effectively challenge executive management in
a manner that fosters constructive and meaningful
debate. During his time at the helm of the Board, Cairn
has achieved record levels of performance, built new
partnerships, and he has steered the business through
a global pandemic and more recently, cost-of-living
challenges. The Committee was also conscious of the
level of change at Board level over the course of 2024
and the important role the Chairman will play in
ensuring the orderly transition to a new CFO. Having
considered each of these factors, and the most
effective means of developing a succession plan for the
Chair in the period ahead, the Committee and the
Board are satisfied that it is in the best interests of the
Company and shareholders for John Reynolds to
continue in the position of Chairman.
As the Committee continues its search for the
appointment of new Non-Executive Directors, it has
implemented certain changes to ensure that the
Board and its Committees continue to operate
at a high standard, particularly in the context of
significant reorganisation and change.
Following Gary Britton’s decision to step down,
effective from the end of 2024, Orla O’Gorman will
assume the role of Chair of the Audit & Risk Committee
upon his retirement. Moreover, as sustainability is
further integrated into Cairn’s strategy, and in response
to evolving regulatory and reporting requirements,
coupled with the growing expectation for engagement
on these matters, the Committee and the Board have
approved the creation of a specific Board role for
a Non-Executive Director with Responsibility for
Sustainability and Environmental Impact. I will assume
this role and in order to ensure I can dedicate the
necessary time required to fulfil this role, I have
stepped down from the role of Senior Independent
Director of the Board and as Chair of this Committee.
I am succeeded by Linda Hickey, who has been
appointed Senior Independent Director of the Board,
and Julie Sinnamon, who has taken over as Chair of the
Nomination Committee.
Succession, talent capability and development
The Senior Leadership Team plays a central role in
delivering Cairn’s strategy, the ongoing development
of our talent pipeline and in fostering the culture and
values required to continue to deliver on our strategy.
The Committee consistently reviews its approach to
executive management development and succession
planning, over the short, medium, and longer term.
The aim of these reviews is to ensure the Company
is in a strong position in the event of any planned or
unplanned departures, including ensuring that senior
executives and wider employees are receiving the
appropriate training and development opportunities in
line with the challenges and opportunities of the
business. Succession for senior leadership roles, and our
strategy to support talent development by building
capability for the future, is overseen by the Committee
with support from the Chief People Officer, with formal
updates considered at least once a year. On succession,
at least annually, the Committee reviews the existing
internal pipeline of candidates for immediate and
medium- to longer-term movement into key leadership
and functional roles. This is subject to routine challenge
to ensure understanding of the breadth of internal
potential and experience represented by external talent
pools. The Committee is also regularly apprised on how
talent is benchmarking externally, and on specific
initiatives to encourage more gender and ethnic
diversity into senior leadership talent pipelines.
Cairn Homes plc | Annual Report 2023
70
Nomination Committee Report continued
Strategic Report
Corporate Governance
Financial Statements
Despite the differences in demographics in Ireland
compared to the UK, where ethnic representation of
the board has been achieved at the majority of FTSE
350 companies, the Committee is also aware of the
importance of widening considerations around
diversity and is seeking ways to promote greater
ethnic diversity at the Board and throughout the
organisation. Reflecting on the evolution of our
customer base in recent years, there has been a
growing emphasis on the importance of improving
ethnic diversity on the Board. To successfully achieve
our mission of creating thriving communities, the
Board and the Committee are mindful of the
significance in ensuring that ethnic and cultural
diversity is also reflected at the highest level of the
organisation. While we have not set formal targets in
this regard, the Committee will continue to take steps
to ensure that such considerations are integrated into
succession plan and recruitment efforts.
Leadership, Strategy & Commercial
Industry Relevant Background
Capital Markets
7
5
4
4
Financial & Risk Management
7
5
Policy & Government Engagement
Sustainability
Board Diversity, Skills and Expertise
The topic of diversity, equality and inclusion remains
a key priority for Cairn across all levels of the business.
The Committee is of the view that diversity and
inclusion are key drivers of business success, as
they promote balanced decision-making, with
consideration of the wider strategy of the business and
its impact on stakeholders. All Board appointments
are made on an objective and shared understanding
of merit, in line with required competencies relevant
to the Company as identified by the Committee, and
consistent with the Board’s Diversity Policy. We are
also conscious that diversity extends beyond gender
and ethnicity to include age, disability, cognitive
behaviour among other characteristics that
significantly enrich Board-level deliberations.
The Committee will continue to identify suitable
candidates based on merit against objective criteria
and with due regard for the benefits of diversity
on the Board including social and ethnic background,
cognitive and personal strengths as well as diversity
of gender.
We are pleased to report that at the end of 2023,
women represented 33% of Board members, in line
with the recommendations of the Balance for Better
Business Review and, following changes to the Board
announced in January 2024, this number increased to
37.5%. As things stand, 25% of the Senior Leadership
Team (excluding Executive Directors) are women.
The Committee is aware of the 30% target set by
Balance for Better Business and over the course of
2024, as part of wider succession plans for senior
positions, the Committee – together with input from
the Chief People Officer – intends to attempt to meet
this requirement.
Cairn Homes plc | Annual Report 2023
71
Strategic Report
Corporate Governance
Financial Statements
Diversity Representation
The following tables set out the information required
to be disclosed under Listing Rule 9.8.6R(10) as set out
in Annex 2 to UK LR 9, as of 31 December, 2023. For the
purposes of these tables, Executive management is as
defined as being the Senior Leadership Team or the
most senior executive or managerial body below the
Board (or where there is no such formal committee or
body, the most senior level of managers reporting to
the chief executive), including the Company Secretary
but excluding administrative and support staff.
For Cairn, this is the Senior Leadership Team.
As set out previously in this report, following the
changes announced to the Board of Directors in
January 2024, 37.5% of the Board is now represented
by women. The Committee is aware of the UK listing
rules expectations for greater ethnic diversity on
Boards and in senior positions. While the Company
has not met the expectation of the listing rules at the
date of the publication of this report, it notes that
Cairn’s operations are solely focused in Ireland, where
the demographics are different to the UK’s.
Nonetheless, as we continue to develop succession
plans for senior management and the Board, the
Committee will continue to emphasise the benefits
of diversity beyond gender to include ethnicity in
recruitment and candidate identification processes.
The Committee has a diverse range of skills and
backgrounds, and it keeps its own and the Board’s
membership under review. As we become increasingly
aware of the impact of our business strategy on both
the environment and the communities in which
we operate, ensuring that the skills, experience and
knowledge of individuals reflect the changing
demands of the business has become a fundamental
requirement to operate.
Board Composition at 31 December 2023
Name
Michael Stanley
Shane Doherty
Role
CEO
CFO
John Reynolds
Chairman
Independence
Classification
No
No
N/A (Yes - on
appointment)
Giles Davies
Senior Independent Director
Alan McIntosh
Non-Executive Director
Gary Britton
Non-Executive Director
Julie Sinnamon
Non-Executive Director
Linda Hickey
Non-Executive Director
Orla O'Gorman Non-Executive Director
Yes
No
Yes
Yes
Yes
Yes
Tenure Gender
At 31 December 2023
From 25 January 2024
I N D E P E N D E N C E
A V E R A G E N E D T E N U R E
62.5%
71%
6.4 years
6.1 years
9
4
9
9
9
9
2
5
2
M
M
M
M
M
M
F
F
F
62.50%
6.4
33.3%
Board Composition from 25 January 2024
Name
Michael Stanley
Role
CEO
Shane Doherty
CFO
John Reynolds
Chairman
Independence
Classification
No
No
N/A - on
appointment
Gary Britton
Non-Executive Director
Linda Hickey
Senior Independent Director
Giles Davies
Non-Executive Director
Julie Sinnamon
Non-Executive Director
Orla O'Gorman Non-Executive Director
Yes
Yes
Yes
Yes
Yes
4
9
9
5
9
2
2
M
M
M
F
M
F
F
71.4%
6.1
37.5%
G E N D E R D I V E R S I T Y F R O M
2 5 J A N U A R Y 2 0 2 4
Male
Female
Tenure Gender
9
M
Number of
Board Members
Number in
Leadership Team
5
3
6
2
% of Board
% of Leadership Team
62.5%
37.5%
75%
25%
Number of senior
positions on the Board
4
3
Chairman, SID, CEO, CFO, Committee Chairs
Cairn Homes plc | Annual Report 2023
72
Nomination Committee Report continued
Strategic Report
Corporate Governance
Financial Statements
Employee Engagement
We are proud of how committed Cairn’s employees
are to the long-term success of the business and we
regularly seek feedback from engagement with
employees. The direct link between the Board and the
employee voice through the Workforce Engagement
Director Orla O’Gorman, provides an enhanced and
interactive understanding of employee sentiment.
Each year, the programme of work of Cairn’s Workforce
Engagement Director is set out with the support of
our Chief People Officer, Maura Winston. The Board
is regularly updated on the welfare of employees,
employee initiatives which include learning and
development programmes, and the detailed results of
the employee engagement survey that is conducted
on an annual basis. While we are fully aware that these
surveys do not represent a full engagement strategy,
they provide key insights into employee satisfaction
and are part of the Committee and the Board’s tools in
monitoring culture. The success of this role is measured
in action, where the employee voice is consistently
represented in these engagements and provides
important views and insights into colleagues’ opinions
and difficulties that feature and contribute to Board
and executive management discussions.
The Workforce Engagement Director uses the outputs
of this survey to conduct engagement directly with
employees focusing on what we do well and where we
could improve across a number of key areas. Over the
last year, Orla carried out meetings with teams in the
Kilkenny and Blessington sites as well as in our Central
Office. We were pleased with the results of this
assessment, where participants showed a strong sense
of belonging and alignment with the Cairn culture,
a topic that is of significant importance to Cairn. While
employees in the assessment noted that Cairn was
their employer of choice, they also provided some
insights into areas of improvement for the business
focussed on the three key areas of Team, Career
Development and Socially Responsible Business.
Cairn Homes plc | Annual Report 2023
Team
Strengths
• Strong team
and culture
• Strong
organisational
structure with
clearly defined
roles and leads
• Good
•
collaboration and
supportive work
environment
Areas of
Improvement
• Create
opportunities for
Central Office
teams to visit
site locations
once a year
Improved
communications
for new joiners
and promotions
Career
Development
Strengths
• Strong culture
of innovation
• Supportive
environment to
learn and develop
on the job
• Focus on
retaining culture
as the business
grows
Areas for
Improvement
• Recognition for
achievements of
different teams
• Ensure sufficient
time and
resources are
allocated to
onboard new
employees
Socially
Responsible
Business
Strengths
• Good
remuneration
package and
employee
benefits
• Employees feel
valued and
appreciate the
health and
wellbeing
initiatives
Areas for
Improvement
Improved
•
communication
regarding people
changes and
strategic priorities
• More show and
tell to highlight all
initiatives offered
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Financial Statements
W O R K F O R C E E N G A G E M E N T
I N N U M B E R S
350+
employees completed engagement surveys
informing focus areas for the Workforce
Engagement Director
↓
3
site visits
Kilkenny, Blessington & Cairn’s Central Office
↓
18
participants in small bespoke roundtable
discussions (including four female and fourteen
male employees, across a mix of tenures) to
complete a deeper dive into the feedback
Cairn Homes plc | Annual Report 2023
74
Directors’ Remuneration Report
Developing a
remuneration framework
that continues to support
the creation of value.
Dear Shareholder,
I am pleased to introduce, on behalf of my colleagues
on the Remuneration Committee (the Committee) and
the Board, the Remuneration Report to shareholders,
which is split into three sections: this introductory
overview, the remuneration policy which will be put to
shareholders at the 2024 AGM, and the Annual Report
on Remuneration, which contains disclosure on how
Cairn’s current policy was implemented during 2023
and details on how the proposed policy will be
implemented in the year ahead.
L I N D A H I C K E Y
C H A I R O F T H E
R E M U N E R A T I O N C O M M I T T E E
Cairn Homes plc | Annual Report 2023
Strategic Report
Corporate Governance
Financial Statements
Performance for the year
under review
As detailed throughout the Annual Report, Cairn
delivered another year of strong performance, where
the business achieved record housing output,
combined with strong earnings and a disciplined
approach to balance sheet management. The business
has also continued to place a focus on value creation,
with management driving progress towards our stated
ambition of 15% Return on Equity (“ROE”) in 2024. We
are also pleased with how cash generative the business
remains, with €85m returned to shareholders through
share repurchase programmes and total dividend
payments of 6.3c per share (FY2023 interim and final
dividends). Our financial performance has been
matched by continued progress against our key
stakeholder and sustainability measures.
Remuneration Outcomes
The Executive Directors were awarded a bonus
at 99% of maximum. The annual bonus award is
determined based on performance against a broad
range of financial, ESG/sustainability and personal
and strategic performance targets, each of which is
designed to incentivise the delivery of our strategy.
The Committee is satisfied that this outcome reflects
another year of exceptional performance against the
measures employed under the bonus scheme and
across financial indicators generally. Further details
of performance under the bonus plan are set out on
pages 85 to 87.
Awards under the long-term incentive plan will vest
at 99% of total opportunity for the CEO and CFO, which
the Committee believes is an accurate reflection of the
strength of Company performance, both financially
and on the stakeholder measures employed for the
2021 award, over the three-year vesting period.
Towards the end of 2023, it was agreed that an
inflationary increase of 5% in base salary would be
applied to all employees who joined the business
before 30 June 2023, effective from 1 January 2024.
Neither of the Executive Directors have been awarded
the inflationary increase, reflecting our commitment
not to increase the CEO’s salary following the approval
of the Stretch CEO LTIP and in the case of the CFO, that
he had announced his intention to resign from his role.
Cost of Living & Employee Engagement
As a Committee, we have remained mindful of the
inflationary environment and associated cost-of-living
challenges facing Cairn’s employees. While the
strength of our underlying performance has meant we
are in a healthy position and have continued to grow
our workforce, we have taken active steps to support
employees during the past year. As detailed previously,
an inflationary increase of 5% has been awarded to all
employees (excluding Executive Directors) from
1 January 2024, and we also distributed two €500 gift
cards to all employees, in January and November 2023,
with employees below a certain base salary threshold
also receiving a once-off payment of €3,500.
In addition, we continued to provide a “Money
Management” webinar to all employees and the
extension of healthcare cover to family members
remained in place throughout 2023. Alongside these
initiatives, employees have remained eligible to
participate in the Approved Profit-Sharing Scheme
(“APSS”), which was established in 2023 and allows
employees to invest part of their annual bonus, plus
salary, in Company shares in a tax-efficient manner,
and in line with the Company’s approach to
remuneration. The Committee is fundamentally aware
of its responsibility to review workforce remuneration
and ensure a level of understanding amongst the
workforce on how executive remuneration aligns with
wider company pay strategies. Throughout 2023, the
Committee received regular updates from the Chief
People Officer on manager/employee check-in where
annual bonus and LTIP metrics and targets were
communicated, relevant benchmarking and overall
Company remuneration strategies were discussed
75
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Financial Statements
and the annual performance management cycle was
completed. The Workforce Engagement Director, Orla
O’Gorman also shared her findings with the
Committee from her most recent meetings with the
wider workforce, which is set out in further detail in the
Nomination Committee report on pages 68 to 73, and
highlighted employee’s appreciation of the cost-of-
living vouchers and other financial supports in 2023.
We appreciate that employees communicated that
they felt “they were being looked after and valued.”
The Committee also ensures management continue
to inform employees of the associated metrics and
targets that are set at the beginning of each year under
the Annual Bonus and LTIP.
We will continue to focus on the experience of our
employees and any external challenges facing them
throughout 2024.
Remuneration Philosophy
As a Committee and a Board, we have been
transparent on the remuneration philosophy Cairn has
developed, which we consider to be fundamentally
aligned with the performance-orientated culture of
the business. We have consistently sought to set
modest (or below market) levels of fixed pay, which
are supplemented with ‘at-risk’ variable pay to
incentivise superior performance. While, at times,
Cairn’s approach to remuneration has deviated from
standard market practice, we are charged with taking
decisions and structuring remuneration that is
fundamentally aligned with the culture and objectives
of the business over the long-term. We are confident
we have continued to do so, and believe our
remuneration philosophy, for Executives and
throughout the business, will continue to drive
superior performance and maximise long-term value
for our shareholders and stakeholders.
Shareholder Engagement and
the Stretch CEO LTIP
The retention and motivation of the CEO was a key
priority for the Committee in 2023. Since our listing
in 2015, our CEO Michael Stanley, has been the driving
force in the creation and growth of our business, based
on his deep understanding of the industry and insight
into Cairn and its long-term strategy and values.
As part of the focus on ensuring the remuneration
framework was aligned to our ambitious growth plans
over the long-term, we developed the Stretch CEO LTIP.
Prior to finalising the terms of the award, having
engaged with shareholders representing over 80%
of the Company’s issued share capital, the Committee
made substantive changes to its structure and the
targets employed under each of the measures. As
disclosed at the time of its approval by shareholders,
there will be no changes to the CEO’s salary or bonus
Year Round Engagement
December 2022
- March 2023
May
2023
June
2023
June 2023
- July 2023
July
2023
August
2023
September 2023
– October 2023
November 2023
– January 2024
February
2024
Actions
Letter sent out to
shareholders
representing 80% of
issued share capital
(“ISC”) offering
meetings and an
opportunity to
provide feedback
in written form
AGM and proxy
voting related
engagement
Initial letter sent to
shareholders
representing 80% of ISC
detailing proposed
changes to CEO
remuneration
Ongoing engagement
with shareholders
to incorporate
feedback and finalise
the terms of the
Stretch CEO LTIP
Shareholder
engagement
at the EGM
Letter sent out to
wider shareholder
base and proxy
advisors ahead of the
EGM, detailing the
changes made in
response to
shareholder feedback
Letter issued to
shareholders
representing 80% of
ISC offering further
engagement on
approach to
remuneration
Shareholder letter
detailing updates to
the 2024
Remuneration Policy
and offering
shareholders the
opportunity to
provide feedback
Update on the
engagement with
shareholders
published on
Company website
Nature of engagement and topics of discussion
AGM resolutions,
including Board
elections,
remuneration and
share capital
management
Voting intentions
and general
enquiries around
the AGM
Committee’s approach
to remuneration for the
CEO and alignment with
strategy. Shareholder
expectations on
remuneration and
feedback on the
proposed Stretch
CEO LTIP
Following initial
feedback from
shareholders,
discussion on
Committee’s changes
to the proposed
approach, including
targets and timeline
Written follow ups
from shareholders
regarding final
changes
Voting intentions and
general enquiries
around the EGM
The Committee’s
response to
opposition at the
EGM in August and
future changes to the
Company’s
remuneration policy
Details of the
proposed
amendments to the
remuneration policy,
including reduction in
pension and increase
in deferral
arrangements
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Corporate Governance
Financial Statements
or LTIP opportunity during the four year performance
period that applies to the Stretch CEO LTIP. Although
the proposal was approved with significant
shareholder support, the Committee acknowledges
that approximately 32% of shareholders opposed
the plan’s approval. Based on the feedback from our
extensive shareholder engagement efforts before
and since that meeting, we identified the primary
issues raised by certain shareholders as relating to
the plan’s one-off nature, the absence of a TSR metric
and the appropriateness of the targets chosen. While
the Committee and Board considered alternative
approaches in developing the plan, such as increasing
salary and regular incentive opportunities in line with
market rates, we remain firm in our conviction that
the revised LTIP was the most appropriate means
of aligning the CEO’s interests with the delivery of
strategy and shareholder interests. In contrast to
increases in fixed remuneration, payouts will only
be released if truly demanding targets are achieved
over the long-term, ensuring continued creation of
value for stakeholders.
Following the voting outcome at the EGM, the
Committee again wrote to shareholders to offer
further engagement, with a particular focus on those
who had opposed the plan, while also detailing the
proposed changes to the Remuneration Policy to be
put to shareholders at the 2024 AGM. It was clear
from those engagements that shareholders had no
further specific feedback on the plan’s terms and
the Committee is satisfied that there is a clear
understanding of our aims in designing the plan and
the value that will be created in the event of the
achievement of targets. In line with the provisions
of the UK Code, we also provided an update on
engagement within six months of the vote result.
Departure of the Incumbent CFO
Cairn’s CFO, Shane Doherty, announced his decision
to step down from his role in October 2023. As
announced at the time, in confirming his departure,
Cairn Homes plc | Annual Report 2023
Shane agreed to stay on past the expiration of his
statutory notice period, which the Committee and the
Board felt was important as a means of ensuring an
orderly transition of responsibility to his successor and
continuing to support the current management team
while that recruitment process was carried out.
Having worked the entire year, Shane was entitled to
receive his 2023 annual bonus award in full and any
entitlement for a bonus in 2024 will be pro-rated to his
final departure date, subject to the achievement of
performance targets. Given that Shane will cease to be
an employee during 2024, the Committee agreed to
waive the deferral requirements that would have
applied to his 2023 bonus.
In recognition of his strong performance and, more
importantly, his commitment to Cairn by agreeing to
stay beyond his contractual notice period of six
months, the Committee has determined that Shane
will be treated as a good leaver under the LTIP, in line
with the rules approved by shareholders in 2017.
As a Committee, we are grateful for Shane’s
commitment to the business beyond his notice
period, to the third quarter of 2024, which will
play an important role in the effective transition of
responsibilities to the incoming CFO Richard Ball,
during 2024. All outstanding awards granted to him
under the LTIP, namely those awarded in 2022 and
2023, will remain subject to performance and will be
reduced pro-rata to reflect his final departure date in
2024. Post-employment shareholding obligations, to
retain 100% of salary in shares for one year and 50%
of salary for two years, will continue to apply.
Remuneration Arrangements for New CFO
The Remuneration Committee considered the
remuneration arrangements for Richard Ball prior to
the announcement of his appointment in February
2024. In line with best practice, Richard will be paid in
accordance with our Remuneration Policy. Richard will
begin his employment as CFO on 10 April and, subject
to shareholder approval at the AGM in May, will be
appointed to the Board as an Executive Director.
Upon appointment, Richard’s remuneration
arrangements will be:
• a base salary of €375,000 per annum;
• a bonus opportunity of up to 115% of base salary,
of which 33% will be paid in shares deferred for
two years;
in his first year of participation, he will receive an
LTIP award of 200% of base salary, to reflect awards
forfeited at his previous employer. The calculation
of this award was made taking into account the
form of the award forfeited, the proportion of
performance period served and the value forfeited;
from 2025, his award levels will revert to the normal
maximum under the LTIP, being 150% of base salary;
• he will be entitled to pension contributions of 10%
•
•
of salary per annum;
• he will receive standard benefits, which are not
materially different in nature or value relative to the
incumbent Chief Financial Officer;
• he will be required to build a shareholding in the
Company of 100% of salary within 5 years of
appointment; and,
• he will have a six month notice period.
The remuneration arrangements for the new CFO
are entirely aligned with the existing and proposed
remuneration policies and the Committee is fully
satisfied that they were no more than necessary to
secure a candidate of such high calibre at an important
juncture for the business.
Changes to the Remuneration Policy
As Cairn continues to scale and meet strong demand
in the Irish market, the Committee is satisfied that our
approach to remuneration remains aligned with the
delivery of our strategy, supporting the Company in its
aim of building for good.
Following on from our commitment in last year’s
annual report, Executive Directors’ pension
contributions have been capped at 10% of base salary
from January 2024. In addition, and in an effort to
drive further alignment with shareholder interests,
bonus awards will be subject to increased deferral
arrangements, whereby 33% of any payouts will be
delivered in equity following a two-year deferral
period. This change increases deferral requirements
from the current arrangements, whereby only the
portion of bonus paid above 125% of salary would be
subject to deferral.
In addition to the changes to the Policy above, the
Committee has revised certain aspects of the
weightings under the annual bonus plan. While the
Committee retains discretion to alter the measures
and weightings applicable to incentive plans under the
policy, for 2024, the weighting of financial measures
under the annual bonus plan will be increased to 70%,
with non-financial measures – comprising a
combination of ESG and personal measures –
weighted at 30%. The reduction in the weighting of the
personal and strategic measures is reflective of the
maturity of our business, with 90% of measures now
subject to quantifiable financial or ESG measures.
Under the LTIP, financial measures will remain
weighted at 80%, with an ESG measure, currently
biodiversity focussed, weighted at 20%. In recent years,
we have successfully integrated material
Sustainability/ESG metrics into our incentive
arrangements, in recognition of the importance of
those areas to our ability to create value for
stakeholders over the long-term. As we further
develop our sustainability strategy, the Committee
is reviewing the appropriateness of introducing
emissions reduction targets in the LTIP particularly
in light of the recent validation of our emissions
reductions targets by the SBTi. As we further develop
our sustainability strategy, we have continued to focus
on ensuring our incentive framework aligns with our
medium and long-term targets. In 2023, we received
validation of our scope 1, 2 and 3 targets from the SBTi,
and launched our first passive housing apartment
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Financial Statements
scheme, which will play a central role in our efforts
to achieve our ambitious decarbonisation targets.
In recognition of the importance of Cairn’s
decarbonisation strategy, the Committee has decided
to include an “Energy efficiency/Passive Housing”
metric in the 2024 LTIP, which will operate alongside
the biodiversity metric, introduced in 2022, with
a weighting of 10% for each measure.
The additional award for the CEO, granted in October
under the Stretch CEO LTIP, operates separately to the
Remuneration Policy. The 2024 Remuneration Policy
being put to shareholders at the upcoming AGM will
thus be subject to limited updates, primarily to ensure
continued alignment with market practice and
shareholder expectations. The full Policy detail is
included later in this report.
Chairman Fees
The Committee also reviewed the fees paid to the
Chairman of the Board. The fee for the Chairman
was last reviewed in 2017 and there has been
a clear increase in the time commitment involved
in his role, including in relation to Board effectiveness,
shareholder and stakeholder engagement and
sustainability. Following a review of the time
commitments, and having employed external data
as a reference point, the Chairman’s fee was increased
by 20%, from €150,000 p.a. to €180,000 p.a. The
Committee is satisfied this revised fee accurately
reflects the increase in his role and responsibilities
and remains reasonable relative to market rates.
Conclusion
2023 was another year of strong performance for
the Company. The Board and the Committee are
confident that the Company’s incentive arrangements
and reward structures have played a key role in
contributing to the strength of our performance over
the past four years, aligned with our performance
orientated culture and the delivery of the long-term
strategic objectives of our business.
Throughout 2023, we engaged extensively with our
shareholders, to ensure that our decisions are clearly
understood and, where appropriate, the input of
shareholders is integrated into our remuneration
framework and associated reporting. We are confident
that the latest evolution of our remuneration policy,
and the decisions made around incentives during 2023,
will continue to support the generation of value for
stakeholders in the periods ahead.
On behalf of the Committee, I would like to thank
shareholders, employees, and our other stakeholders
for their continued support during 2023.
L I N D A H I C K E Y
C H A I R O F T H E R E M U N E R A T I O N
C O M M I T T E E
Role of the Remuneration Committee
The Committee’s role is to determine and agree the
Remuneration Policy for Executive Directors and
senior management and to monitor and report on it.
The Committee’s responsibilities, delegated
by the Board as set out in its Terms of Reference, are to:
• determine the remuneration packages of the
Chairman, Chief Executive Officer and Chief
Financial Officer and oversee the remuneration
structures for other senior managers, including
salary, annual incentive, pension contributions and
compensation payments, and oversee any major
changes in employees benefits structures
throughout the Company;
• nominate Executive Directors and management for
inclusion in the LTIP, to grant awards under the LTIP,
to determine whether the criteria for the vesting of
awards have been met and to make any necessary
amendments to the rules of the LTIP;
• ensure that contractual terms on termination or
redundancy, and any payments made, are fair to
the individual and the Company;
• be exclusively responsible for establishing the
selection criteria, selecting, appointing and setting
the Terms of Reference for any consultants who
advise the Committee; and
• obtain up to date information about remuneration in
other companies of comparable scale and complexity.
Key Responsibilities and Activities in 2023
An overview of the Committee’s activities during 2023
is outlined below:
•
reviewed annual performance of the Executive
Directors.
• determined fixed and variable remuneration for
Executive Directors and senior management.
• designed the Stretch CEO LTIP in conjunction
with external advisors and engaged extensively
with shareholders to ensure its success at EGM.
• set 2023 LTIP and Annual Bonus targets.
• determined performance outcomes for the
2021 LTIP award.
• assessed efficacy and stretch of LTIP targets
•
through all cycles ensuring the 2023 LTIP awards
were linked to succession planning.
reviewed and made progress against the
remuneration strategy agreed to execute the
Remuneration Policy.
• developed the Remuneration Policy to be tabled
at the AGM in May 2024.
• determined the exit arrangements for the
exiting CFO.
• determined the remuneration arrangements
for the incoming CFO.
• worked with the Committee’s consultants during
2023 to ensure rigour of Committee analysis and
decisions as well as reviewing remuneration trends,
extensive benchmarking reports and reviews of
evolving market practices.
• considered and approved the Directors’
Remuneration Report and remuneration
disclosure requirements.
reviewed and approved its annual agenda
and Terms of Reference.
•
Committee Membership
The Committee currently consists of three Non-
Executive Directors whose collective role includes
ensuring that the Group’s remuneration arrangements
are aligned with the Group’s strategic priorities.
The Terms of Reference of the Committee include
the determination of the remuneration packages
for Executive Directors, the Company Secretary and
other members of the senior management team. The
Chairman and the Executive Directors determine the
fees for the Non-Executive Directors. The Terms of
Reference for the Committee are reviewed annually,
are updated as appropriate and are available on the
Group’s website, www.cairnhomes.com.
The Company Secretary acts as Secretary to the
Committee. During the year, the Chairman of the
Board, the Chief Executive Officer, Chief Financial
Officer and the Chief People Officer attended meetings
on an ad hoc basis at the invitation of the Committee
and provided information and support as requested.
No individual was present when their own
remuneration was being discussed.
The below table sets out the Committee membership including their attendance and tenure:
Committee Member
Linda Hickey (Chair)
Gary Britton
Giles Davies
Meeting Attendance
Committee Tenure
7/7
7/7
7/7
5 years
9 years
9 years
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Remuneration Policy
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Corporate Governance
Financial Statements
Remuneration Philosophy
The Company’s proposed 2024 Remuneration Policy is set out on pages 79 to 83, reflecting evolving market practice, strategy and shareholder feedback. Through the implementation of the Remuneration Policy, the Board seeks
to align the interests of Executive Directors and other senior management with those of shareholders, within the framework set out in the UK Corporate Governance Code.
Central to this Policy is the Company’s commitment to long-term, performance-based incentivisation and the encouragement of share ownership, both of which are aligned to embedding an ‘ownership mindset’ within the
Company’s performance orientated culture.
The primary objective of the Policy is to promote the long-term success of the business by ensuring remuneration reflects business performance and personal contribution to the delivery of the Company’s strategy in a way which
creates long-term shareholder value. Through the operation of the Policy, the Committee seeks to ensure that:
• the Company will attract, motivate and retain individuals of the highest calibre;
• executive Directors and senior management are rewarded in a fair and balanced way which promotes the long-term success of the Company;
• executive Directors and senior management receive a level of remuneration that is appropriate to their scale of responsibility and individual performance;
• the overall approach to remuneration has regard to the sector and geography within which the Company operates and the markets from which it draws its Executive Directors and senior management; and
•
risk is properly considered in setting the Policy and in determining remuneration packages.
The elements of the remuneration package for the Executive Directors and other senior management are annual salary, retirement benefits and allowances, annual performance-related incentives and participation in an LTIP, which
promotes the creation of sustainable shareholder value.
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Financial Statements
2024 Remuneration Policy
The key elements of remuneration for Executive Directors and other senior management under the Remuneration Policy are set out in the table below.
Element of Remuneration
Approach
Maximum Opportunity
Changes to the Existing Policy
Salary
To attract and retain high
performing talent required to
deliver the business strategy,
providing core reward for the
role.
Annual Incentives
To incentivise and reward the
delivery of near-term business
targets and objectives.
Salaries are reviewed annually. The factors taken into account in the review include:
•
role and experience;
• company performance;
• personal performance; and
• benchmarking against an appropriate comparator group.
When setting Executive Director salaries, account is taken of movements in salaries generally
across the Company.
Any annual salary increases will be considered
in the context of market median levels, any
changes to the scope and responsibilities
of the role and to reflect wider considerations
of performance and increases in pay for the
wider workforce.
Annual Incentives payments to Executive Directors and other senior management are based on
a mix of financial and non-financial measures. The measures, their weighting and the objectives
are reviewed on an annual basis.
The maximum award as a percentage of base
salary for the Executive Directors is 150%.
Increase in deferral arrangements. All bonuses
subject to deferral of one-third of awards for
two years.
The Committee can apply appropriate discretion in specific circumstances in respect of
determining the incentive payment to be awarded.
Malus and clawback provisions apply based on the Malus and Clawback Policy.
Bonus Deferral
33% of any bonus awarded to Executive Directors is deferred into shares for a period of two years.
Long-Term Incentive Plan
(“LTIP”)
To reward and retain Executive
Directors and senior
management over the longer
term and align the interests of
management and shareholders
through incentivising the
delivery of strategy.
The LTIP provides for annual awards of Performance Shares. It is the Committee’s intention that the
primary long-term incentive vehicle will be made through regular awards of Performance Shares.
Performance Share awards vest based on the achievement of three-year financial and non-
financial performance measures. The Committee will consider the appropriate measures
and targets for each cycle depending on strategic priorities at that time. Awards made to the
Executive Directors are subject also to an additional two-year hold period after vesting.
Dividend equivalents may be awarded in respect of the awards that vest.
Malus and clawback provisions apply based on the Malus and Clawback Policy.
Retirement Benefits
To attract and retain talent by
enabling long term pension
saving.
Executive Directors and senior management participate in a defined contribution pension
scheme or receive cash in lieu of a pension. The pension scheme gives the Company full
discretion to pay appropriate contribution levels. The Committee takes account of market
and benchmarking data for pension contributions for each employee group.
Allowances
To provide market competitive
benefits consistent with role.
The main benefits are health insurance cover and a car allowance. Other benefits can
include subscriptions, health screenings and participation in “Save as You Earn” plans.
Under normal circumstances, the maximum
annual award of Performance Shares is up to
150% of base salary.
In exceptional circumstances, such as
recruitment, awards of up to 200% of salary
can be made.
No more than 5% of the issued ordinary share
capital may be issued or reserved for issuance
under the LTIP over any ten-year period.
For Executive Directors, the pension
contribution is set at a maximum of 10%
of salary.
Maximum levels have not been set as
payments depend on the individual’s
circumstances and may be subject
to change periodically.
Reduction in maximum pension entitlement
to 10% of base salary.
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Financial Statements
Notes to the Policy Table
The Committee may make minor amendments to the Policy set out above (for regulatory, exchange control, tax or administrative purposes or to take account of a change in legislation) without obtaining shareholder approval
for that amendment. The rules of the incentive plans permit the substitution or variance of performance conditions to produce a fairer measure of performance as a result of unforeseen circumstances or transactions and include
discretions for upwards adjustment to the number of shares to be realised in the event of a takeover, scheme of arrangement or voluntary winding up. Non-significant changes to the performance metrics may be made by use
of discretion under the LTIP rules.
The Committee reserves the right to make remuneration payments and payments for loss of office (including exercising any discretions available to it in connection with such payments) that are not in line with the policy table set
out above where the terms of the payment were agreed: (i) before the Policy came into effect; or (ii) at a time when the relevant individual was not a Director of the Company and, in the opinion of the Committee, the payment was
not in consideration for the individual becoming a Director of the Company.
Performance measures for the annual bonus scheme and the LTIP are selected to focus the Executive Directors on strategic financial and operational priorities, both short-term and those related to long-term sustainable
performance, providing alignment with shareholder interests. Targets for each performance measure are then set by the Committee in light of strategic objectives over the short-term for the annual bonus scheme and over
at least a three-year performance period for the LTIP. In setting targets, the Committee takes into account a number of reference points including our three-year plan and the external market.
Malus and Clawback Policy
Incentive payments made to the Executive Directors and other senior management may be subject to clawback for a period of three years from date of payment in certain circumstances including:
• a material restatement of the Company’s audited financial statements;
• business or reputational damage to the Company or a subsidiary arising from a criminal offence, serious misconduct or gross negligence by the individual; or
• a material breach of applicable health and safety regulations by the individual.
The rules of the LTIP provide for discretion to the Committee to reduce or impose further conditions on awards prior, or subsequent, to vesting in the circumstances outlined above. Malus conditions will also apply to any unvested
LTIP awards and will be applicable for the same circumstances.
Fees
Operation
Maximum Opportunity
The fees paid to Non-Executive Directors reflect their experience and
ability and the time demands of their Board and Board Committee duties.
The remuneration of the Chairman is determined by the Remuneration
Committee for approval by the Board.
No prescribed maximum annual increase but benchmarking and market
practice will determine any change in fees.
A basic fee is paid for Board Membership. Additional fees are payable
to the Chairman, Chair of the Board Committees, the Director responsible
for Workforce Engagement, the Director responsible for Sustainability and
Environmental Impact and the Senior Independent Director.
Additional fees may be paid for membership of a Board Committee.
The remuneration of the other Non-Executive Directors is determined by
the Chairman and the Chief Executive Officer for approval by the Board.
Non-Executive Directors do not participate in the Company’s Annual
Bonus Plan or LTIP, and do not receive any retirement benefits from
the Company.
The fees are reviewed from time to time, taking account of any changes
in responsibilities and market practice.
Non-Executive Directors Letters of Appointment
Non-Executive Directors have Letters of Appointment which set out their duties and responsibilities. The appointments are for three-year terms but are terminable on one month’s notice by the Board.
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Policy on External Board Appointments
Executive Directors may accept external Non-Executive Directorships with the prior approval of the Board. The fees received for such roles may be retained by the Executive Directors. The Board recognises the benefits that such
appointments can bring both to the Company and to the Executive Director in terms of broadening their knowledge and experience.
Share Ownership Guidelines
To encourage general share ownership and ensure alignment of Executive Directors interests with those of shareholders, the Committee has adopted guidelines for Executive Directors to retain substantial long-term share
ownership. Under the policy Executive Directors are required to hold shares equivalent to 100% of base salary.
In normal circumstances, the CEO is required to hold shares equivalent to 300% of base salary while his direct reports are required to hold 100% of base salary, calculated by reference to the value of their shares on the acquisition date.
As part of the terms of the Stretch CEO LTIP, the CEO has agreed to hold at least 25% of his existing shareholding (being 5.5 million shares at the time of approval of the plan) for the six-year period under which the plan is in operation.
Executive Directors and other senior management will be required to hold 50% of any vested LTIP shares until the applicable ownership level is achieved. The guidelines also specify that Executive Directors should, over a period of
five years from the date of appointment, build up and retain a shareholding in the Company equal to 100% of base salary. On termination of employment, a departing Executive Director will be required to hold shares valued at 100%
of base salary for one year after departure, reducing to 50% of salary two years after they exit.
Differences in Pay Policy for Employees and Executive Directors
The principles applied to the remuneration of Executive Directors are essentially the same as those throughout the Company. The difference between pay for Executive Directors and other employees is that for Executive Directors
the variable pay element forms a greater proportion of the overall package and the total remuneration opportunity is higher to reflect the increased responsibility of the role.
While the Committee’s specific oversight of individual remuneration packages extends only to the Executive Directors and a number of senior management, it aims to create a broad policy framework to be applied by management to
employees throughout the Company, through its oversight of remuneration structures for senior management and of any major changes in employee benefits structures throughout the Company. Alignment is delivered by ensuring that
senior management and Executive Directors participate in the same bonus and incentive schemes as far as possible, with similar performance measures and targets.
Remuneration Policy for Recruitment of New Executive Directors
In determining the remuneration package for new Executive Directors, the Committee will be guided by the principle of offering such remuneration as is required to attract, retain and motivate a candidate with the particular skills
and experience required for a role. The Remuneration Committee will generally set a remuneration package which is in accordance with the terms of the approved Remuneration Policy in force at the time of the appointment, though
the Committee may make payments outside of the Policy if required in the particular circumstances and if in the best interests of the Company and its shareholders. Where an individual forfeits outstanding incentive awards with a
previous employer, the Committee may offer compensatory awards to facilitate recruitment. These awards would be in such form as the Committee considers appropriate, taking into account all relevant factors including the form,
expected value, anticipated vesting and timing of the forfeited awards. The value of any compensatory awards would be no higher, in the opinion of the Committee, than the value forfeited.
For an internal appointment, any variable pay element awarded in respect of the prior role and any other ongoing remuneration obligations existing prior to the appointment will be honoured.
Service Contracts
The service agreements of the Executive Directors are rolling contracts which were entered into on the dates shown in the table below.
Name
Michael Stanley
Shane Doherty
Richard Ball, incoming CFO, will join the business on 10 April 2024 and will have a six month notice period.
Contract Effective Date
9 June 2015
14 April 2020
Notice Period
(Director)
12 months
6 months
Notice Period
(Company)
12 months
6 months
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Policy for “Leavers”
On termination of an Executive Director’s contract, the Committee’s objective is to agree an outcome which is in the best interests of the Company and its shareholders, taking into account the specific circumstances and
performance of the individual, as well as any relevant contractual obligations and incentive plan rules. The provisions for “leavers” in respect of each of the elements of remuneration are as follows:
Salary and Benefits
Payments are made in respect of annual salary and benefits for the relevant notice period. The notice period for the Chief Executive Officer is 12 months and for other Executive Directors the notice period is a maximum
of 12 months. In all cases, the notice period applies to both the Company and the individual.
Annual Bonus
The Committee can apply appropriate discretion in respect of determining the annual incentives, if any, to be awarded based on actual achieved performance and the period of employment during the financial year. The Committee’s
consideration will include the individual’s performance and contribution in the year in which they leave as well as the basis on which they are leaving the Company.
LTIP
The Committee would normally exercise its discretion when dealing with a participant who ceases to be an employee by reason of certain exceptional circumstances e.g., death, injury or disability, redundancy, retirement or
any other exceptional circumstances. In such circumstances, any shares that have not already vested on the participant’s cessation date would be eligible for vesting on the normal vesting date or other date determined by the
Committee. The number of shares vesting would be determined by the Committee, although the default position would be to pro-rate for the proportion of the vesting period elapsed at cessation and to continue to apply the
performance conditions.
A post-employment shareholding requirement will apply to Executive Directors who will be required to hold shares valued at 100% of base salary for one year after departure, reducing to 50% of salary two years after they exit. In the
event that a participant ceases to be an employee by reason of a termination for serious misconduct, share awards held by the participant, whether or not vested, would lapse immediately on the service of notice of such termination,
unless the Committee in its sole discretion determines otherwise.
In the event that a participant resigns voluntarily, the Committee will consider their contribution to the business in determining if good leaver status would be awarded for unvested awards. Each circumstance will be determined
on a case-by-case basis and the Committee will exercise its discretion in the best interests of the Company and shareholders.
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83
Strategic Report
Corporate Governance
Financial Statements
Remuneration Outcomes in Different Performance Scenarios
2023 was another year of strong performance for the Company. The Board and the Committee are confident that the Company’s incentive arrangements and reward structures have played a key role in contributing to the strength
of our performance over the past four years, aligned with our performance orientated culture and the delivery of the long-term strategic objectives of our business.
The total remuneration opportunity for Executive Directors is strongly performance based and weighted to the long term. The charts below illustrate the total potential remuneration of Executive Directors under four assumed
performance scenarios:
Chief Executive Officer
Chief Financial Officer
€3,500,000
€2,500,000
€2,000,000
€1,500,000
€1,000,000
€500,000
0
%
7
7
,
0
5
7
3
9
5
1
€
,
%
2
7
,
0
0
0
5
7
2
1
€
,
%
0
5
%
0
5
,
5
2
1
8
7
4
€
,
0
0
5
7
8
4
€
%
0
0
1
,
0
0
5
7
8
4
€
%
8
2
%
3
2
,
0
0
5
7
8
4
€
,
0
0
5
7
8
4
€
Minimum On Target Maximum Max+50%
Pay
at risk
€3,500,000
€2,500,000
€2,000,000
€1,500,000
€1,000,000
€500,000
0
%
2
7
%
8
2
%
0
5
%
0
5
,
5
7
8
1
2
4
€
,
0
0
5
7
2
4
€
%
0
0
1
,
0
0
5
7
2
4
€
Pay
at risk
,
0
5
2
6
0
4
1
€
,
%
7
7
,
0
0
0
5
2
1
1
€
,
%
3
2
,
0
0
5
7
2
4
€
,
0
0
5
7
2
4
€
Minimum On Target Maximum Max+50%
Minimum: Includes fixed pay only (salary, pension and benefits). There is no annual bonus payment and no vesting under the LTIP.
On Target: Fixed pay plus target bonus payout of 75% of base salary and 25% payout under the LTIP.
Max: Fixed pay plus full bonus payout of 150% of base salary and full LTIP payout of 150% of base salary.
Max+50%: Same as Max but also includes the impact of a 50% share price appreciation on the LTIP payout.
The Stretch CEO LTIP, approved by shareholders at an EGM on 31 August 2023, operates outside of the Remuneration Policy (which will be put to shareholder vote at the AGM on 10 May 2024) and the Company’s Long Term Incentive
Plan (approved by shareholders at the 2017 AGM) and has thus been excluded from the above scenarios.
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84
Directors’ Remuneration Report continued
Annual Report on Remuneration
Strategic Report
Corporate Governance
Financial Statements
Remuneration at a Glance
The purpose of this section is to provide an overview of the Group’s performance in 2023 as well as the remuneration of our Executive Directors during the year and for the year ahead.
2023
Fixed Pay
Long Term Incentive Plan
Annual Bonus
B A S E S A L A R Y
€425,000 €375,000
(CEO)
(CFO)
2023 LT I P G R A N T
€637,500 €562,500
(CEO)
(CFO)
2023 A N N U A L B O N U S E A R N E D
€631,125
(CEO)
€556,875
(CFO)
P E N S I O N C O N T R I B U T I O N S
12.5% of base salary
B E N E F I T S
Health insurance and car allowance
P E R F O R M A N C E C O N D I T I O N S
Measures
Weighting
Threshold
Cumulative Basic EPS
ROE (in FY2025)
ESG: Biodiversity1
60%
20%
20%
0.38c
12%
40%
Max
0.40c
15%
50%
2023 A N N U A L B O N U S O U T C O M E
2023 B O N U S D E L I V E R Y
Measure
EBIT
Stakeholder: People &
Customer2
Personal/Strategic
Overall
Weighting Outcome
60%
20%
20%
100%
60%
19%
20%
99%
Vesting Outcome
CEO
99%
CFO
99%
Total Bonus Earned
€631,125 €556,875
Cash
Delivered in Shares
€422,853
€556,875
€208,272
N/A3
2024
Fixed Pay
B A S E S A L A R Y
€425,000 €375,000
(CEO)
(CFO)
P E N S I O N C O N T R I B U T I O N S
10% of base salary
B E N E F I T S
Health insurance and car allowance
Long Term Incentive Plan
Annual Bonus
AWA R D S % O F B A S E S A L A R Y
150%
(CEO)
200%
(CFO)
% O F B A S E S A L A R Y
150%
(CEO)
150%
(CFO – will be pro-rated for time served in 2024)
The incoming CFO will receive a joining LTIP award of 200%
of base salary. The incumbent CFO will not be eligible for an
award under the 2024 LTIP as he will be exiting the business in
the third quarter of 2024.
P E R F O R M A N C E C O N D I T I O N S
Measure
Weighting
Threshold
Cumulative Basic EPS
ROE (in FY2026)
ESG: Biodiversity1
ESG: Carbon Reduction
/ Passive Housing4
55%
25%
10%
10%
0.51c
14%
49%
TBC
Max
0.57c
16%
55%
TBC
2024 A N N U A L B O N U S F R A M E W O R K
Measure
EBIT
Stakeholder: People & Customer2
Personal/Strategic
Total
Weighting
70%
20%
10%
100%
2024 B O N U S D E F E R R A L
33%
of total bonus paid to be deferred into shares for CEO
and incoming CFO3.
1. Units commencing on Biodiversity Net Gain sites as a % of all units commencing. 2. With a Health & Safety underpin 3. Bonus deferral arrangements were not applied to the incumbent CFO as he is exiting the business during 2024 4. Targets will be disclosed in April at time of grant
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85
Strategic Report
Corporate Governance
Financial Statements
IMPLEMENTATION OF THE 2020 REMUNERATION POLICY IN 2023
Single Total Figure of Remuneration
Remuneration Outcomes for Executive Directors for the Year Ended 31 December 2023
The table below sets out the details of the remuneration paid to the Executive Directors for the year ended 31 December 2023, with comparatives for the prior year ended 31 December 2022.
Executive Director
Michael Stanley
Shane Doherty
Salary
Pension
Benefits
2023
€’000
2022
€’000
2023
€’000
2022
€’000
2023
€’000
2022
€’000
Total Fixed
2023
€’000
2022
€’000
Annual Bonus
2023
€’000
2022
€’000
LTIP
2023
€’000
2022
€’000
Total Variable
2023
€’000
2022
€’000
425
375
425
375
53
47
64
56
10
15
21
15
488
437
510
446
631
557
617
417
817
721
–
912
1,448
1,278
617
1,329
Total Pay
2023
€’000
1,936
1,715
2022
€’000
1,127
1,775
Ratio of Fixed
to Variable
2023
2022
25 / 75
25 / 75
45 / 55
25 / 75
The LTIP values for 2023 represent an estimate of the value of the 2021 awards, which are due to vest in April 2024, and were valued at the average share price for the three months ended 31 December 2023 (€1.20), plus dividend
equivalents. The LTIP values for 2022 represent the final value of the 2020 LTIP awards, which vested in 2023 and included the joining award for the CFO.
Pension
The maximum pension contribution for Cairn’s Executive Directors has been reduced to 10% of salary, effective from 2024. This final adjustment to pension contributions for Cairn’s incumbent Executive Directors was carried out
in line with the wider review of Cairn’s executive remuneration policy and in line with shareholder expectations.
2023 Annual Bonus
The maximum bonus opportunity for 2023 was 150% of salary for the Chief Executive Officer and the Chief Financial Officer. Annual incentives were based on a mix of financial and non-financial objectives. The financial measure
employed was EBIT (60% of maximum), the non-financial stakeholder measures (20% of maximum) related to people and customer metrics with a health and safety underpin, with personal and strategic objectives (20% of maximum)
relating to strategy, land bank, risk, brand, talent development and technology and innovation. There were full pay-outs under each component of the bonus with the exception of the customer metric. The Committee considers the
final 2023 Annual Bonus outcome to be aligned with strong financial performance, continued progress on people and customer measures and the personal contribution of Executive Directors. Further details are set out below:
Financial
Non-Financial
Total
Measure
EBIT
Customer Experience (10%)
People Engagement & Development (10%)
(Health & Safety underpin)
Personal & Strategic
Weighting
60%
20%
20%
100%
Threshold
(20%)
€75m
N/A
Max (100%)
€107m
N/A
2023
Performance
€113m
See overleaf
N/A
N/A
See overleaf
Payout
60%
19%
20%
99%
Bonus Deferral
For 2023, 33% of bonus paid to the CEO will be deferred into shares. The following was the resulting breakdown of the payout for 2023:
Name
Michael Stanley (CEO)
Maximum Bonus
(% of salary)
150%
Payout
(% of salary)
149%
Actual Bonus
Awarded
€631,125
Value of Bonus
Paid in Cash
Value of Bonus
Deferred into Shares
€422,853
€208,272
As the CFO had announced his intention to step down from his role, the Committee agreed to waive the deferral requirements for his 2023 bonus, resulting in the entire bonus being awarded in cash.
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Directors’ Remuneration Report continued
Annual Report on Remuneration continued
Strategic Report
Corporate Governance
Financial Statements
The People Engagement and Development and Customer Experience measures, targets and associated performance for 2023 are detailed below:
People Engagement & Development
Pillar
Objective
Target
Performance
Engagement &
Employee Satisfaction
• Measure employee satisfaction through anonymous
• Retain employee Net Promoter Score (“eNPS”) above 28 • eNPS achieved of 42
engagement survey
People Development
• Upskill employees through continued career
• 75% of people managers to undergo management
development and continuous learning
development masterclasses
• 84% of people managers underwent a four hour management masterclass
to ensure more consistent management capability across the business
Customer Experience
Pillar
Delivery
Objective
Target
Performance
• Measure delivery of product in line with customer
• 100% of homes delivered in line with customer
• 100% of homes delivered on target
expectations
expectations
Experience
• Capture experience and insights from customer to
• 75% of customers responding must rate Cairn as 4 or
• 87% of customers rated Cairn as 4 or above
influence future performance
above on the Likert scale
Aftercare
• Measure customer care performance against agreed
• 80% of cases reviewed, triaged and assigned to
criteria
Aftercare within 5 days
• 95% of cases to be closed within 30 day SLA
• 82% of cases were reviewed, triaged and assigned to Aftercare within 5 days
• 91% of cases were closed within the 30 day SLA
Health & Safety underpin
The above measures were also subject to a Health & Safety underpin, performance of which was determined by the Audit & Risk Committee and a recommendation on achievement made to the Remuneration Committee. The Audit
& Risk Committee determined that the underpin for 2023 had been successfully met, by reference to the achievement of the 2023 annual objectives which included a review of external audit scores, the rollout of additional training
programmes, an assessment of Health and Safety statistics including accident frequency rates and first aid incidents, and by reference to the Safe T Cert programme rating.
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87
Strategic Report
Corporate Governance
Financial Statements
During the past year, exemplified by the strong financial performance of the Company, the below personal and strategic measures were achieved:
Chief Executive Officer – Michael Stanley
Area & Weighting Outcome
Aims and Measures
Performance Review
Strategy &
Leadership (8%)
8%
• Define and lead strategy to continue to grow and scale the business
Identify & influence market opportunities to capture addressable
•
opportunity across all customer cohorts
• Drive Cairn’s Sustainability Strategy & support framework
• Delivered the refreshed Corporate Strategy and drove strategic change in supply chain and procurement practices
• Successfully progressed a number of strategic opportunities with State Partners, whilst also completing several
high profile new scheme launches in our core FTB market and delivering strong sales rates across all selling
trade-up/down schemes
implementation
• Set our scope 1 -3 carbon reduction targets which were validated by the SBTi and commenced two Passive House
apartment schemes
Landbank &
Portfolio (4%)
4%
• Strategic management of existing landbank to balance market
• Strategic management of landbank driven by agile decision making and timely purchase of ready-to-go sites
demand, maximise revenue and deliver unit targets
maximising capital allocation
Risk (4%)
4%
• Risk balanced approach and best in class governance
Brand (2%)
2%
• Exceptional leadership to support corporate reputation, brand and
position within the external market
• Agile and effective management and governance when dealing with macroeconomic challenges
• Speed of response in dealing with subcontractors, implementing procurement strategies which took advantage
and leveraged strength of partnerships to secure product pipeline and manage costs inflation
• Successful launch of our “Built For Good” messaging across multiple platforms. Partnered with State-supported and local
• authorities to bring over 500 much needed social and affordable homes to market. Quality, customer, community
and value for money from a pricing perspective drove the communication and execution of the 1,700 homes and
Built For Good program
Talent
Management (2%)
2%
• Develop leadership team to drive further effectiveness & support
• Delivery of a Leadership Development Program including a 360 feedback initiative supported by one-on-one and
delivery of targets and strengthen future succession
group executive coaching
Chief Financial Officer – Shane Doherty
Area & Weighting Outcome
Aims and Measures
Performance Review
Strategy (4%)
4%
• Support the CEO in the definition and leadership of strategy to grow
• Led a full corporate strategy refresh under key themes of value creation, capital allocation and driving
and scale the business
shareholder returns
Financial
Frameworks (8%)
8%
• Provide the financial frameworks and roadmap to enable all business
• Real-time modelling of the dynamic and evolving market opportunity across a range of financial and value creation
leaders to drive towards profit and cash maximisation
KPIS including gross margin impact and return on equity
• Drive commercial decision making across all functions to align
• Modelling through challenging trading conditions i.e. delayed closings and potential contingency planning
outcomes/performance with company targets
Risk, Governance
& Reporting (4%)
4%
• Ensure excellence in all matters pertaining to the Board, specifically
around reporting, governance and strategy in a PLC environment
• Continued provision of clear and robust financial KPIs and strategic insights regarding defence, interest rate
environment, liquidity and closing challenges
Relationship
Management (2%)
Sustainability &
Innovation (2%)
2%
• Cultivate and develop key relationships with existing shareholders,
• Communications with key stakeholders now considered to be disciplined, clear and transparent
banks and the wider Investor community
2%
• Drive Cairn Sustainability Strategy & support framework
implementation
Set our scope 1 – 3 carbon reduction targets and had them validated by the SBTi
Completed our second “audit readiness” assessment as we prepare to report under CSRD
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Directors’ Remuneration Report continued
Annual Report on Remuneration continued
Strategic Report
Corporate Governance
Financial Statements
Vesting of Long-Term Incentive Plan Awards
Awards granted in 2021 will vest on 4 April 2024 and are related to the three-year performance period ended 31 December 2023. Both the CEO and the CFO received an LTIP award in 2021, which represents the first award made to
the CEO under the LTIP. The value of shares awarded to the CEO in May 2021 was €637,500, or 612,981 shares. The value of shares awarded to the CFO in May 2021 was €562,500, or 540,865 shares. The share price at the date of grant
was €1.04. As at 31 December 2023, the value of the shares that are due to vest to the CEO and CFO, were €801,044 and €706,802 for the CFO, respectively, based on a vesting outcome of 99% and a closing share price of €1.32.
At the time of vesting of all LTIP awards, the Committee reviews the shareholder experience over the performance period in confirming final vesting levels. Having reviewed the share prices at grant, during the performance period,
and at its conclusion in December 2023, the Committee is satisfied that strong performance under each measure had been achieved and remained aligned to the overall stakeholder experience. The performance criteria and resulting
outcomes are detailed below:
Metric
Weighting Threshold (25% of vesting)
Cumulative Basic EPS
80% 14.2c
Maximum (100% vesting)
23.7c
Actual
30.0c
Payout
80%
Stakeholder measures
- Customer satisfaction
- Health and safety
20% Performance against the stakeholder measures were based on customer
satisfaction performance.
Customer satisfaction metrics were met in full (10%) in both the 2021 and 2022
performance years. The performance for 2023 was 9% out of 10%.
19%
19%
In order for the stakeholder measure to begin to pay out, a Health &
Safety gateway needed to be achieved. The gateway required a sustained
and strong level of Health & Safety performance over the performance
period which is to be assessed by the Audit & Risk Committee.
A sustained and strong health and safety performance was achieved in each
year by reference to annual objectives, a review of external audit scores and
an assessment of Health and Safety statistics resulting in the underpin being
deemed to have been met.
The 2021 LTIP awards were also eligible for dividend equivalents. The total dividends paid over the performance period 1 January 2021 to 31 December 2023 were 14.66c per share. Each recipient will receive a dividend equivalent
payment following the vesting of the award in April 2024.
Awards Granted During the Past Year
LTIP
On 4 April 2023, the following conditional share awards were granted under the LTIP to Michael Stanley, CEO and Shane Doherty, CFO:
Director
Michael Stanley (CEO)
Shane Doherty (CFO)
The vesting of the 2023 LTIP awards will be determined by performance against the following metrics:
Metric
Cumulative Basic EPS
Return on Equity (“ROE”)
Units Commencing on Biodiversity Net Gain (“BNG”) sites as a % of All Units Commencing
Number of
Shares Granted
615,347
542,953
Share Price
at Grant
€1.036
€1.036
Face Value at
Date of Grant
€637,500
€562,500
Weighting
Threshold (25%)
Max (100%)
60%
20%
20%
28.4c
13%
25%
40.1c
15%
40%
The primary measure for these awards, cumulative EPS over the three-year performance period ending 31 December 2025, provides an easily understandable and transparent framework for all stakeholders and is designed to
motivate participants to deliver Cairn’s strategy over the performance period. The ROE target, a key metric for the business and our shareholders, is calculated based on performance in FY 2025 and will incentivise strong returns
on equity for the three-year period. The Biodiversity measure focuses on a key pillar of our corporate strategy, is a key component of our sustainability agenda and is measured cumulatively over the performance period.
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Strategic Report
Corporate Governance
Financial Statements
Stretch CEO LTIP
At the EGM held on 31 August 2023, shareholders approved an additional long term incentive plan, the Stretch CEO LTIP. The plan was designed to ensure that the CEO is not only incentivised to increase business growth through
upscaled new homes delivery resulting in ambitious profitability and return on equity targets, but also to maximise performance and shareholder value throughout the full performance period and beyond it, as shares vest in years
three and four from the original date of grant, with a two-year hold period. The Stretch CEO LTIP is a one-off arrangement granted in two tranches (in 2023 and 2024) to the CEO, relating to two equal numbers of ordinary shares in the
capital of the Company. The 2023 award was made over 3,158,844 shares and will be subject to a three-year performance period (FY2023-FY2025). The 2024 award will be made over an identical number of shares and be subject to a
four-year performance period (FY2023-FY2026) ensuring that the achievement of targets becomes more challenging for the second tranche. As part of the award, the CEO has agreed to hold at least 5.5 million shares (representing
approximately 25% of his existing total shareholding) for the six-year duration of the plan.
No other employee of the Company or any of its subsidiaries will be eligible for an award under the Stretch CEO LTIP. The Stretch CEO LTIP operates outside of the Company’s Remuneration Policy (which is subject to shareholder
approval at the 2024 AGM) and the existing Long Term Incentive Plan (which was approved by shareholders in 2017).
Cessation of Employment
Cessation of employment during the performance period will generally result in the awards lapsing, save for in exceptional circumstances or if the CEO is treated as a “good leaver”. For the purpose of the Plan, the CEO will be deemed
to be a “good leaver” if he ceases to be employed by the Company and its subsidiaries (the Group) for health reasons, redundancy, voluntary severance, the transfer or sale of the entity that employs him or the part of the business
in which he works outside the Group, or any other reasons where the Remuneration Committee determines that exceptional circumstances apply. If the CEO is a good leaver after an award has been granted and prior to the vesting
of the award, the Remuneration Committee will have discretion to allow him to continue to hold any unvested award until it vests or lapses in accordance with the rules of the Plan, subject to the achievement of the established
performance conditions. In normal circumstances, awards will be pro-rated for time served relative to the applicable performance period. The Remuneration Committee has discretion to pro rate the award and to determine the rate
of vesting. If the CEO dies after the grant of an Award and prior to its vesting, the Remuneration Committee has discretion to determine whether the whole or a specified percentage of the award vests.
Malus and Clawback
The Remuneration Committee can recalculate the number of shares comprised in an award under the Stretch CEO LTIP prior to vesting where:
• there is a material misstatement of the Group’s published accounts; or
• any Group company suffers any business or reputational damage arising from a criminal offence, serious misconduct or gross negligence by the CEO: or
• there is material breach of applicable health and safety regulations by the CEO.
Similarly, if any of the above circumstances apply at any time prior to the second anniversary after the date on which an award vests, there may be a claw back of some or all of the shares, or a cash payment, on a basis determined
by the Remuneration Committee in accordance with the rules of the Plan. This two-year period may be extended if the CEO, the Company or any other member of the Group or relevant business unit is under investigation by a
regulatory authority and such investigation is not expected to be concluded by the end of the two-year period.
Stretch CEO LTIP Awards
There are two separate awards under the plan, over an identical number of shares in 2023 and 2024. On 8 September 2023, the following award was made to the CEO under the Stretch CEO LTIP:
Director
Michael Stanley (CEO)
Number of
Shares Granted
3,158,845
Share Price
at Grant
€1.108
Face Value at
Date of Grant
€3,500,000
The 2023 award is subject to a three-year performance period, with the 2024 award subject to a four-year performance period, both assessed off a 2022 baseline which was a record year of performance at the time. Awards will be
subject to an additional two-year holding period, with the release of equity staggered over five to six years from the date of the first award.
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Directors’ Remuneration Report continued
Annual Report on Remuneration continued
The vesting under the 2023 award will be determined by performance against the following metrics:
75% of the awards will be tied to the Company’s compound annual growth rate in reported (unadjusted) profit after tax:
Performance Period
3 years
FY 2023 – FY 2025 inclusive
*
Straight-line vesting will apply between threshold and stretch, and stretch and maximum.
Strategic Report
Corporate Governance
Financial Statements
Threshold
25% vesting
Stretch*
85% vesting*
Maximum
100% vesting
Profit growth
from base for
maximum payout
7.5% CAGR
10% CAGR
12.5% CAGR
42%
The remaining 25% of the award would be based on Return of Equity (“ROE”) performance during the final year of each performance period:
Performance Period
3 years
FY 2023 – FY 2025 inclusive
*
Straight-line vesting will apply between threshold and stretch, and stretch and maximum.
Threshold
25% vesting
Stretch*
85% vesting*
Maximum
100% vesting
14%
15.5%
17%
Non-Executive Directors’ Remuneration Details
During January 2024, the fee levels for the Non-Executive Directors were reviewed, to ensure they continued to reflect the demands on the time of Directors and their respective roles. The Remuneration Committee reviewed the fee
of the Chairman, while the Board as a whole reviewed the fees for Non-Executive Directors and those with additional responsibilities. Following a comprehensive review of the time commitments of each Director, and incorporating
external data as a reference point, the following changes to the Non-Executive Directors fees have been implemented for 2024:
Chairman
Base Fee
Audit & Risk Committee Chair
Remuneration Committee Chair
Nomination Committee Chair
Senior Independent Director
Director responsible for Workforce Engagement
Director responsible for Sustainability & Environmental Impact
2023 Fees
150,000
2024 Fees
180,000
60,000
15,000
12,000
12,000
10,000
–
–
70,000
15,000
15,000
15,000
10,000
10,000
10,000
% Change
20
16
–
25
25
–
n/a
n/a
The Board is fully satisfied that the revised fees are reflective of the increased time commitment expected of Directors to fulfil their role since the last review of fees, implemented in 2018. Save for exceptional circumstances, there will
be no further changes to the fees for the lifetime of the proposed Remuneration Policy.
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Strategic Report
Corporate Governance
Financial Statements
The fees paid to Non-Executive Directors in respect of the year ended 31 December 2023, with comparatives for the year ended 31 December 2022, are detailed in the table below:
John Reynolds
Gary Britton
Giles Davies
Linda Hickey
Alan McIntosh
David O’Beirne*
Orla O’Gorman
Julie Sinnamon
Base Fee
2023
150
60
60
60
60
–
60
60
2022
150
60
60
60
60
23
60
60
Committee Chair Fee
2023
2022
SID Fee
2023
2022
–
15
12
12
–
–
–
–
–
15
12
12
–
–
–
–
–
–
10
–
–
–
–
–
–
–
10
–
–
–
–
–
Total
2023
150
75
82
72
60
–
60
60
2022
150
75
82
72
60
23
60
60
* David O’Beirne retired from the Board in May 2022.
Payments for Loss of Office
There were no payments for loss of office paid during 2023.
Payments to Former Directors
There were no payments to former Directors during 2023.
Cairn Homes plc | Annual Report 2023
92
Directors’ Remuneration Report continued
Annual Report on Remuneration continued
IMPLEMENTATION OF THE 2024 REMUNERATION POLICY
This section provides an overview of the how the Committee is proposing to implement the Remuneration Policy in 2024.
Strategic Report
Corporate Governance
Financial Statements
Base Salary
Base salary will remain unchanged for the Executive Directors. As part of the implementation of the Stretch CEO LTIP, approved at the EGM in August 2023, the Committee detailed its commitment not to adjust the CEO’s fixed pay
during the lifetime of the plan. The Company’s approach to remuneration is built on a commitment to restrained fixed salaries, supplemented with significant “at-risk” variable pay, designed to incentivise superior performance and
alignment with shareholder interests. Following the CFO’s decision to step down from his role at Cairn, no changes to his salary were proposed for 2024.
Executive Director
Michael Stanley (Chief Executive Officer)
Shane Doherty (Chief Financial Officer)
Base Salary
€425,000
€375,000
Pension and Benefits
Effective from 1 January 2024, the Chief Executive Officer and Chief Financial Officer will receive a pension contribution worth 10% of base salary, which is a decrease from 12.5% in 2023. Any future Executive Director’s pension
contributions will be set at the same level.
Annual Bonus
As set out under the proposed policy, the maximum annual bonus opportunity will remain at 150% of base salary. Following the revisions to the Remuneration Policy, 33% of any bonus pay-out will be deferred into shares for a
two-year period. For 2024, the Committee has also made certain adjustments to the weighting of the performance measures under the bonus plan, designed to place a greater emphasis on financial performance, while maintaining
a clear focus on quantifiable stakeholder-related measures. The weighting for the EBIT measure will be increased from 60% to 70% of overall opportunity, with a corresponding decrease in the weighting of personal and strategic
objectives. The annual bonus for 2024 for Executive Directors will be based on the following criteria:
Measure
Earnings Before Interest and Tax (“EBIT”)
Stakeholder Measures: Customer & People
Personal and Strategic Objectives
Percentage of
Max Opportunity
70%
20%
10%
The selection of measures and targets reflects the strategic priorities of the Company. While reduced in weighting, the personal and strategic measures will continue to include areas of strategic importance that may not be linked
to a financial measure but are central to the Company’s long-term performance and provide additional insight into the unique contributions of our executives in driving our strategy.
The bonus plan will continue to include a focus on stakeholder measures through i) Customer satisfaction and ii) People measures, each weighted equally at 10% of the bonus. With the underlying and overarching role of health and
safety considerations across all our operations, the stakeholder measures will continue to be subject to a health and safety underpin. The achievement of the underpin will only be confirmed following a review by the Audit & Risk
Committee based on all key health and safety priorities throughout the year.
Cairn Homes plc | Annual Report 2023
93
Strategic Report
Corporate Governance
Financial Statements
Long-Term Incentives
In April 2024, awards will be made at 150% of base salary for the CEO, while the new CFO will receive an award of 200% for his first year of employment, in recognition of awards foregone at his previous employer. Awards will vest
subject to the criteria set out below over a three-year performance period up to 31 December 2026 and will be subject to a two-year holding period following vesting. The majority of vesting will continue to be determined by
Cumulative EPS performance, with ROE weighted at 25% and calculated in the final year of performance, and an ESG component weighted at 20% of the total award. The ESG metric will be split into two equally weighted metrics,
being 10% for biodiversity net gain performance and 10% for carbon reduction/passive housing/energy efficiency performance. The Committee implemented this change in measure to align with the business’ focus on reducing
the carbon footprint of the homes it builds while continuing to protect and restore biodiversity on our sites. Full details of the ESG measures will be detailed on our website.
Measure
Cumulative Basic EPS
Return on Equity (“ROE”) FY 2026
Biodiversity Net Gain as % of units commencing
Passive Housing/Energy Efficiency
Total
Percentage of
Max Opportunity
Threshold
(25%)
55%
25%
10%
10%
100%
0.51c
14%
49%
TBC
Max
(100%)
0.57c
16%
55%
TBC
Ensuring the appropriateness and stretch of our targets has always been a priority for the Committee, as the business continues to deliver superior and sustainable growth. As set out previously, return on equity is a key metric for the
business, as it is for shareholders’ ability to understand the Company’s financial performance and long-term prospects.
Stretch CEO LTIP
In April 2024, the second and final award of 3,158,845 shares will be awarded to the CEO under the Stretch CEO LTIP. That portion of the award will vest subject to the achievement of the same performance conditions that apply to the
first portion of the awards, with performance assessed over a four-year period. Vesting of 75% of the awards will be tied to the Company’s compound annual growth rate in reported (unadjusted) profit after tax, over the four year
performance period:
Award
Award 2
*
Straight-line vesting will apply between threshold and stretch, and stretch and maximum.
Performance period
(base year: FY22)
4 years ends FY26
Post vesting holding
2 years
Threshold
25% vesting
7.5% CAGR
Stretch
85% vesting*
10% CAGR
Maximum
100% vesting
12.5% CAGR
The remaining 25% of the award would be based on Return of Equity (ROE) performance during the final year of the four year performance period:
Award
Award 2
*
Straight-line vesting will apply between threshold and stretch, and stretch and maximum.
Performance period
Post vesting holding
4 years ends FY26
2 years
Threshold
25% vesting
14%
Stretch
85% vesting*
15.5%
Maximum
100% vesting
17%
Cairn Homes plc | Annual Report 2023
94
Directors’ Remuneration Report continued
Annual Report on Remuneration continued
Directors’ & Secretary’s Interests in the Long Term Incentive Plan (“LTIP”)
Details of outstanding nil cost share awards granted to the Directors’ and the Company Secretary under the LTIP are set out below:
Strategic Report
Corporate Governance
Financial Statements
Michael Stanley (Chief Executive Officer)
Shane Doherty (Chief Financial Officer)
Tara Grimley (Company Secretary)
*
these awards will vest at 99% in April 2024.
At 1 January
2023
Number of Shares Under Award
Exercised
During the Year
Granted
During the Year
Lapsed During
the Year
At December
2023
Market Price at
Date of Award €
Market Price at
Date of Vesting € Date of Award
Vesting Date
612,981
514,113
–
–
–
615,347
1,127,094
921,053
540,865
453,629
–
–
–
–
542,953
1,915,547
141,612
103,486
91,134
–
–
–
–
119,449
336,232
–
–
–
921,053
–
–
–
141,612
–
–
–
–
–
–
–
–
–
–
–
–
–
–
612,981*
514,113
615,347
1,742,441
–
540,865*
453,629
542,953
1,537,447
–
103,486*
91,134
119,449
314,069
1.04
1.24
1.036
0.76
1.04
1.24
1.036
0.76
1.04
1.24
1.036
N/A
N/A
N/A
0.99
N/A
N/A
N/A
0.99
N/A
N/A
N/A
18.05.21
04.04.22
04.04.23
22.09.20
18.05.21
04.04.22
04.04.23
22.09.20
18.05.21
04.04.22
04.04.23
04.04.24
04.04.25
04.04.26
06.04.23
04.04.24
04.04.25
04.04.26
06.04.23
04.04.24
04.04.25
04.04.26
As noted on page 89, Michael Stanley also had outstanding nil cost share awards under the Stretch CEO LTIP of 3,158,845 shares at 31 December 2023 (2022: Nil).
Directors’ & Secretary’s Interests in Other Share Plans
Shane Doherty held options at 31 December 2023 to acquire 21,951 shares through the Company’s Save as You Earn (“SAYE”) scheme in April 2024. The SAYE scheme is a Revenue approved savings plan where participants are granted
a right to acquire discounted shares in the Company following a three-year savings period.
Cairn Homes plc | Annual Report 2023
95
Strategic Report
Corporate Governance
Financial Statements
Directors’ & Secretary’s Interests in Ordinary Share Capital
The interests of the Directors’ and Company Secretary who held office at 31 December 2023 in the issued ordinary share capital of the Company are set out in the table below. The interests disclosed below include both direct and
indirect interests in shares.
Director
John Reynolds (Chairman)
Michael Stanley (Chief Executive Officer)
Shane Doherty (Chief Financial Officer)
Gary Britton (Non-Executive Director)
Giles Davies (Non-Executive Director)
Linda Hickey (Non-Executive Director)
Alan McIntosh (Non-Executive Director)
Orla O’Gorman (Non-Executive Director)
Julie Sinnamon (Non-Executive Director)
Tara Grimley (Company Secretary)
All of the interests noted above are beneficially owned.
No. of Ordinary Shares at
31 December 2023
No. of Ordinary Shares at
31 December 2022
129,174
21,746,063
559,494
130,000
50,000
75,000
129,174
21,644,510
–
130,000
50,000
75,000
30,641,464
30,641,464
–
–
231,721
–
–
104,712
There were no changes in the above Directors’ and Secretary’s interests between 31 December 2023 and 15 March 2024 with the exception of Alan McIntosh who sold his full shareholding between 1 March and 4 March 2024. The
Company’s Register of Directors’ Interests (which is open to inspection) contains full details of Directors’ shareholdings and other interests. The Company has a policy on dealing in shares that applies to all Directors. Under this policy,
Directors are required to obtain clearance from the Company before dealing in Company shares. Directors are restricted from dealing during designated close periods and at any other time when they are in possession of Inside
Information (as defined by the Market Abuse Regulation). Alan McIntosh was no longer a Director of the Company when he disposed of his shareholding.
Cairn Homes plc | Annual Report 2023
96
Directors’ Remuneration Report continued
Annual Report on Remuneration continued
Strategic Report
Corporate Governance
Financial Statements
Change in Remuneration of the Directors Compared to the Average Employee
The table below shows the annual percentage change in remuneration paid to the Executive and Non-Executive Directors in comparison to the average overall percentage change for employees (excluding Executive Directors) across
the Group (on a full-time equivalent basis) over the past seven years.
Director
John Reynolds (Chairman)
Michael Stanley (Chief Executive Officer)
Shane Doherty (Chief Financial Officer)1
Andrew Bernhardt (Former Non-Executive Director)2
Gary Britton (Non-Executive Director)
Giles Davies (Non-Executive Director)
Linda Hickey (Non-Executive Director)3
Jayne McGivern (Former Non-Executive Director)3
Alan McIntosh (Non-Executive Director)4
David O’Beirne (Former Non-Executive Director)3
Orla O’Gorman (Non-Executive Director)5
Julie Sinnamon (Non-Executive Director)5
Tim Kenny (Former Finance Director)6
Group Performance
Profit Before Tax
2017
v 2016
2018
v 2017
2019
v 2018
2020
v 2019
25%
-14%
–
18%
8%
18%
–
–
-13%
–
–
–
20%
15%
–
15%
7%
15%
–
–
-55%
–
–
–
N/A
218%
0%
5%
–
0%
0%
0%
N/A
N/A
-75%
N/A
–
–
5%
0%
-46%
N/A
0%
0%
0%
47%
20%
0%
20%
–
–
-100%
2021
v 2020
0%
119%
72%
0%
0%
0%
0%
-32%
0%
0%
100%
100%
N/A
2022
v 2021
0%
-1%
103%
-100%
0%
0%
0%
-100%
0%
-62%
609%
247%
N/A
312%
530%
56%
-75%
240%
86%
Average Remuneration on a full-time equivalent basis of employees
Employees of the Group
-5%
-2%
15%
2%
2%
-1%
2023
v 2022
0%
72%
-3%
N/A
0%
0%
0%
N/A
0%
-100%
0%
0%
N/A
6%
9%
2023
€’000
150
1,936
1,715
–
75
82
72
–
60
–
60
60
–
99,423
103
1. Mr Doherty was appointed as an Executive Director on 13 April 2020.
2. Mr Bernhardt retired as a Director on 31 December 2021.
3. Ms Hickey, Ms McGivern and Mr O’Beirne were appointed as Non-Executive Directors on 12 April 2019, 1 March 2019 and 1 March 2019 respectively. Ms McGivern resigned as a Director on 3 September 2021 and David O’Beirne retired in May 2022.
4. Mr McIntosh stepped down as an Executive Director in August 2018 and retired as a Non-Executive Director on 25 January 2024.
5. Ms O’Gorman and Ms SInnamon were appointed on 10 November 2021 and 17 September 2021 respectively.
6. Mr Kenny was appointed as an Executive Director on 22 August 2017 and resigned effective 7 January 2020.
Relative Importance of Spend on Pay
The table below shows total employee remuneration (excluding LTIP awards) and distributions to shareholders, in respect of 2023 and 2022.
Total Employee Remuneration
Distributions to Shareholders*
* Dividends and buybacks of own shares in 2022 and 2023.
Cairn Homes plc | Annual Report 2023
2023
€38.0m
€84.6m
2022
€32.6m
€115.8m
97
Strategic Report
Corporate Governance
Financial Statements
Directors’ Shareholding as Percentage of Salary
The table below sets out the percentage of base salary held in shares in the Company by the Executive Directors, as at 31 December 2023, based on the closing share price of €1.32.
Name
Michael Stanley (Chief Executive Officer)
Shane Doherty (Chief Financial Officer)
Base Salary
No. of Shares Held
€425,000
€375,000
21,746,063
559,494
Percentage
of Salary Held
6,754%
197%
Statement of Shareholder Voting
The Company is committed to ongoing shareholder dialogue and takes shareholder views into consideration when formulating remuneration policy and practice. The following table sets out the actual votes at the 2023 Annual
General Meeting in respect of the Directors’ Remuneration Report.
Directors’ Remuneration Report
Number of Votes
Percentage
* A vote withheld is not a vote in law and is therefore excluded from the calculation of votes for and against the resolution.
For
473,069,763
100%
Against
200
0%
Withheld*
1,077,277
–
Advisors
The Committee relied on ad hoc advisory support during the year from FTI Consulting (“FTI”), engaged by the Company to provide independent advisory corporate governance support to the Board, as well as both the Nomination
and Remuneration Committees. Korn Ferry also assisted the Committee during the year on the design, structure, metrics and targets employed under the Stretch CEO LTIP. The Committee is satisfied that the advice from both FTI
and Korn Ferry was objective and independent and neither firm has any connections with Cairn that may impair their independence.
Additional Interests of Founder Shareholders who are Founder Directors
In addition to the shareholdings noted on page 95, the Founder Directors had the following additional interests.
Founder Directors
Michael Stanley
Alan McIntosh
Total
No. of
Deferred Shares at
31 December 2023
No. of
Founder Shares at
31 December 2023
No. of
Deferred Shares at
31 December 2022
No. of
Founder Shares at
31 December 2022
Nil
Nil
Nil
Nil
Nil
Nil
9,990,000
9,990,000
19,980,000
Nil
9,591,075
9,591,075
On 5 December 2023, the issued founder and deferred shares were cancelled. There was no consideration received in respect of these cancelled shares.
Cairn Homes plc | Annual Report 2023
98
Directors’ Report
Strategic Report
Corporate Governance
Financial Statements
The Directors present their report to the shareholders together with the audited financial statements for the year ended 31 December 2023.
Principal Activities, Business Review and Future Developments
Cairn Homes plc is one of Ireland’s leading homebuilders, constructing high quality new homes with an emphasis on design, innovation and customer service. At 31 December 2023, the Group consisted of the Company, Cairn Homes plc,
and a number of subsidiaries, which are detailed in Note 27 to the consolidated financial statements. Shareholders are referred to the Chairman’s Statement, Chief Executive Officer’s Statement and the Chief Financial Officer’s
Statement which contain a review of operations and the financial performance of the Group for 2023, the outlook for 2024 and the key performance indicators used to assess the performance of the Group. These are deemed to be
incorporated in the Directors’ Report.
Results for the Year
The Consolidated Statement of Profit or Loss and Other Comprehensive Income for the year ended 31 December 2023 and the Consolidated Statement of Financial Position at that date are set out on pages 112 and 113 respectively.
The Group’s profit for the year ended 31 December 2023 was €85.4 million (2022: €81.0 million).
Accounting Records
The Directors are responsible for ensuring that adequate accounting records are maintained by the Group as required by Sections 281-285 of the Companies Act, 2014. The Directors believe that they have complied with this
requirement through the employment of suitably qualified accounting personnel and the maintenance of appropriate accounting systems. The accounting records of the Company are maintained at the registered office:
45 Mespil Road, Dublin 4, D04 W2F1.
Dividends
The Company paid an interim dividend of 3.1 cent per ordinary share on 6 October 2023 to shareholders on the record date of 15 September 2023. The Board have also proposed a final dividend of 3.2 cent per ordinary share for
the year ended 31 December 2023. Subject to shareholder approval at the Company’s Annual General Meeting on 10 May 2024, the proposed final dividend of 3.2 cent per ordinary share will be paid on 17 May 2024 to ordinary
shareholders on the Company’s register at 5.00 p.m. on 26 April 2024.
Directors
The names of the Directors and a biographical note on each appear on pages 55 and 56. In accordance with the provisions contained in the UK Corporate Governance Code (the “Code”), all Directors at that time retired at the Annual
General Meeting of the Company on 11 May 2023 and, being eligible, offered themselves for re-election. Alan McIntosh retired as a Director on 25 January 2024.
Any Director appointed to the Board by the Directors will be subject to election by the shareholders at the first Annual General Meeting held following his/her appointment. Furthermore, under the Company’s Constitution,
one third of all Directors must retire by rotation at each Annual General Meeting and may seek re-election. However, in accordance with the provisions of the Code, the Board has decided that all Directors should retire at the 2024
Annual General Meeting and offer themselves for re-election, with the exception of Shane Doherty who announced his intention to step down from the Board on 10 October 2023. Richard Ball will also be proposed for election
at the upcoming Annual General Meeting.
Directors’ and Company Secretary’s Interests
Details of the Directors’ and Company Secretary’s share interests and interests in unvested share awards of the Company are set out in the Directors’ Remuneration Report on pages 74 to 97.
Share Dealing
The Company has in place a Share Dealing Code which gives guidance to the Directors and certain employees of the Company to be followed when dealing in the shares of the Company or any other type of securities issued by or
related to the Company. It is designed to ensure that these individuals neither abuse, nor set themselves under suspicion of abusing, information about the Company which is not in the public domain. It is also designed to ensure
compliance with the EU Market Abuse Regulation (596/2014) which came into effect on 3 July 2016. A copy of the Share Dealing Code is available on the Company’s website at www.cairnhomes.com.
Cairn Homes plc | Annual Report 2023
99
Strategic Report
Corporate Governance
Financial Statements
Share Capital
The Company has four authorised classes of shares: Ordinary Shares; A Ordinary Shares; Founder Shares and Deferred Shares. As at 31 December 2023 and 12 March 2024, the latest practicable date prior to approval of this report,
the Company had 654,888,041 and 646,047,728 Ordinary Shares in issue respectively, each with a nominal value of €0.001, all of which are of the same class and carry the same rights and obligations. The Company had no other
shares in issue at those dates.
Further information on the Company’s share capital, including the rights attached to different classes of shares, is set out in Note 19 to the consolidated financial statements.
The Company has two long term incentive plans (2017 Long Term Incentive Plan and Stretch CEO LTIP) and a Save As You Earn plan, the details of which are set out in the Directors’ Remuneration Report and Note 20 of the
consolidated financial statements.
Substantial Shareholdings
As at 31 December 2023 and 12 March 2024, the Company had been notified of the following details of interests of over 3% in the ordinary share capital of the Company.
Except as disclosed below, the Company has not been notified as at 12 March 2024, the latest practicable date prior to approval of this report, of any interest of 3% or more in its ordinary share capital, nor is it aware of any person who
directly or indirectly, jointly or severally, exercises or could exercise control over the Company.
Shareholder
Fidelity Investments Limited
Fidelity Management & Research Company
Lansdowne Partners International Ltd
The Capital Group Companies, Inc.
T. Rowe Price Associates, Inc
Ameriprise Financial
Eidervale Unlimited Company
JP Morgan Asset Management (UK) Limited
Blackrock, Inc.
Mr. Michael Stanley
Mr. Alan & Mrs. Deirdre McIntosh1
Total Shares in Issuance
Notified Holding
12 March 2024
81,744,977
61,903,708
58,015,599
28,685,000
28,577,317
25,837,337
24,700,000
23,155,547
22,110,646
21,746,063
Less than 3%
646,047,728
%
12.65
9.58
8.98
4.44
4.42
4.00
3.82
3.58
3.42
3.36
Less than 3%
Notified Holding
31 December 2023
71,866,814
64,863,288
61,944,022
31,452,000
23,376,650
23,579,528
24,700,000
N/A
N/A
21,746,063
30,641,464
654,888,041
%
10.97
9.90
9.46
4.80
3.57
3.60
3.77
N/A
N/A
3.32
4.68
1. Alan McIntosh (former Non-Executive Director of Cairn), his spouse Deirdre McIntosh and Emerald Everleigh Limited Partnership (the “LP”), are the beneficial owners of the interests described above.
Principal Risks and Uncertainties
Under Irish company law, the Group is required to give a description of the Principal Risks and Uncertainties which it faces. These Principal Risks and Uncertainties are set out in the Risk Report on pages 40 to 50 and are deemed to be
incorporated in the Directors’ Report.
Subsidiaries
Information on the Company’s subsidiaries is set out in Note 27 to the consolidated financial statements.
Cairn Homes plc | Annual Report 2023
100
Directors’ Report continued
Strategic Report
Corporate Governance
Financial Statements
Political Contributions
No political contributions were made by the Group during the year that require disclosure in accordance with the Electoral Acts 1997 to 2002 and the Electoral Political Funding Act 2012.
Takeover Regulations 2006
For the purposes of Regulation 21 of Statutory Instrument 255/2006 “European Communities (Takeover Bids (Directive 2004/25/EC)) Regulations 2006”, the details provided on share capital in note 19 to the consolidated
financial statements, substantial shareholdings above, and the disclosures on Directors’ remuneration and interests in the Directors’ Remuneration Report on pages 74 to 97 are deemed to be incorporated in this section
of the Directors’ Report.
Transparency Regulations 2007
For the purposes of information required by Statutory Instrument 277/2007 “Transparency (Directive 2004/109/EC) Regulations 2007” concerning the development and performance of the Group, the following sections of this
Annual Report shall be treated as forming part of this Directors’ Report:
1. The Chairman’s Statement on pages 12 and 13, the Chief Executive Officer’s Statement on pages 14 and 15, and the Chief Financial Officer’s Statement on pages 32 and 33.
2. The Corporate Governance Report on pages 58 to 63.
3. The Principal Risks and Uncertainties on pages 40 to 50.
4. Details of Earnings Per Share in Note 28 of the consolidated financial statements.
5. Details of the Capital Structure of the Company in Note 19 of the consolidated financial statements.
Corporate Governance Regulations
As required by company law, the Directors have prepared a Corporate Governance Report which is set out on pages 58 to 63 and which, for the purposes of Section 1373 of the Companies Act 2014, is deemed to be incorporated
in this part of the Directors’ Report. Details of the capital structure and employee share schemes are included in notes 19 and 20 to the consolidated financial statements respectively.
Directors’ Compliance Statement
The Directors, in accordance with Section 225(2) of the Companies Act 2014, acknowledge that they are responsible for securing the Company’s compliance with certain obligations specified in that section arising from
the Companies Act 2014, the Market Abuse (Directive 2003/6/EC) Regulations 2005, the Prospectus (Directive 2003/71/EC) Regulations 2005, the Transparency (Directive 2004/109/EC) Regulations 2007, and Tax laws
(“relevant obligations”).
The Directors confirm that:
• a compliance policy statement has been drawn up setting out the Group’s policies that in their opinion are appropriate with regard to such compliance;
• appropriate arrangements and structures have been put in place that, in their opinion, are designed to provide reasonable assurance of compliance in all material respects with those relevant obligations; and
• a review has been conducted, during the financial year, of those arrangements and structures.
Going Concern and Longer Term Viability
The Directors’ statements on going concern and longer term viability are included on page 51.
Post Balance Sheet Events
Information in respect of events since the year end is contained in Note 32 to the consolidated financial statements.
Audit & Risk Committee
The Group has an established Audit & Risk Committee comprising of four independent Non-Executive Directors. Details of the Committee and its activities are set out on pages 64 to 67.
Cairn Homes plc | Annual Report 2023
101
Strategic Report
Corporate Governance
Financial Statements
Non-Financial Information Statement
The Group aims to comply with the requirements of the Non-Financial Reporting Directive (SI 360/2017) and these requirements are addressed throughout the Strategic Report and Corporate Governance Report. The following
non-financial information constitutes our Non-Financial Information Statement, pursuant to the EU Directive 2014/95/EU and covers the requirements in respect of the environment, people, social and community issues, human
rights, anti-bribery & corruption, and is intended to help stakeholders understand our position on these non-financial matters. Certain of the non-financial information required pursuant to the EU Directive 2014/95/EU is also
provided by reference to the following location:
Non-financial
Information Section
Description of our Business Model
Business Model
Pages
20 and 21
Environmental, Social & Employee Matters
2023 Sustainability Report
2023 Sustainability Report available on our website www.cairnhomes.com
Human Rights, Bribery & Corruption
2023 Sustainability Report
2023 Sustainability Report available on our website www.cairnhomes.com
Our Policies
Principal Risks
Non-Financial Key Performance Indicators
Company Website
Risk Report
Our Strategy, TCFD and
2023 Sustainability Report
https://www.cairnhomes.com/about/our-policies/
40 to 50
Pages 22 to 31 and 34 to 39 as well as our 2023 Sustainability Report
Our Annual Report and Sustainability Report collectively contains a range of non-financial information. We have a variety of policies and guidance that support our key outcomes for all our stakeholders. Policies, guidance and
statements of intent are in place to ensure consistent governance and are available to view within our 2023 Sustainability Report and on our website at www.cairnhomes.com.
External Auditor
KPMG, Chartered Accountants, were appointed statutory auditor on 10 June 2015 and pursuant to Section 383(2) of the Companies Act 2014 will continue in office. A resolution authorising the Directors to fix their remuneration will
be proposed at the forthcoming 2024 Annual General Meeting.
Disclosure of Information to the External Auditor
Each of the Directors who held office at the date of approval of the Directors’ Report confirms that:
• so far as they are aware, there is no relevant audit information of which the External Auditor is unaware; and
• they have taken all steps that they ought to have taken as a Director to make themselves aware of any relevant audit information and to establish that the External Auditor is aware of such information.
Approval of Financial Statements
The Financial Statements were approved by the Board on 15 March 2024.
Signed on behalf of the Board
M I C H A E L S T A N L E Y
D I R E C T O R
S H A N E D O H E R T Y
D I R E C T O R
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Strategic Report
Corporate Governance
Financial Statements
Financial Statements
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Strategic Report
Corporate Governance
Corporate Governance
Financial Statements
Financial Statements
P A S S I V E H O U S I N G T R I A L
Cairn are developing our first Passive House apartment scheme at
Pipers Square, Charlestown. For us, this initiative delivers two key
benefits; a dramatic reduction in the building’s carbon footprint, and
significant benefits for the building’s owners and residents. When
complete Pipers Square will be Ireland’s largest passive standard
apartment development.
F I N A N C I A L S T A T E M E N T S
104
Statement of Directors’ Responsibilities in
Respect of the Annual Report and the Financial
Statements
105
Independent Auditor’s Report
112
Consolidated Statement of Profit or Loss and
Other Comprehensive Income
113
Consolidated Statement of Financial Position
115
Consolidated Statement of Changes in Equity
117
Consolidated Statement of Cash Flows
118
Notes to the Consolidated Financial Statements
155
Company Statement of Financial Position
157
Company Statement of Changes in Equity
159
Company Statement of Cash Flows
161
Notes to the Company Financial Statements
Cairn Homes plc | Annual Report 2023
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104
Statement of Directors’ Responsibilities
In Respect of the Annual Report and the Financial Statements
Strategic Report
Corporate Governance
Financial Statements
The Directors are responsible for preparing the Annual Report and the consolidated and company financial statements, in accordance with applicable law and regulations.
Company law requires the Directors to prepare consolidated and company financial statements for each financial year. Under that law, the Directors are required to prepare the consolidated financial statements in accordance with
IFRS as adopted by the European Union and applicable law including Article 4 of the IAS Regulation. The Directors have elected to prepare the company financial statements in accordance with IFRS as adopted by the European Union,
as applied in accordance with the provisions of the Companies Act 2014.
Under company law, the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the assets, liabilities and financial position of the Group and Company and of the profit or
loss of the Group for that year. In preparing each of the consolidated and company financial statements, the Directors are required to:
• select suitable accounting policies and then apply them consistently;
• make judgements and estimates that are reasonable and prudent;
• state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;
• assess the Group’s and Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and
• use the going concern basis of accounting unless they either intend to liquidate the Group or Company or to cease operations, or have no realistic alternative but to do so.
The Directors are also required by the Transparency (Directive 2004/109/EC) Regulations 2007 and the Transparency Rules of the Central Bank of Ireland to include a management report containing a fair review of the business and
a description of the principal risks and uncertainties facing the Group.
The Directors are responsible for keeping adequate accounting records which disclose with reasonable accuracy at any time the assets, liabilities, financial position and profit or loss of the Company, and which enable them to ensure
that the financial statements of the Company comply with the provisions of the Companies Acts 2014. The Directors are also responsible for taking all reasonable steps to ensure such records are kept by the Company’s subsidiaries
which enable them to ensure that the financial statements of the Group comply with the provisions of the Companies Act 2014 and Article 4 of the IAS Regulation. They are also responsible for such internal control as they determine
is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility 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. The Directors are also responsible for preparing a Directors’ Report that complies with the requirements of the Companies Act 2014.
The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Group’s and Company’s website www.cairnhomes.com. Legislation in the Republic of Ireland concerning the
preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
Responsibility Statement as required by the Transparency Directive and UK Corporate Governance Code
Each of the Directors, whose names and functions are listed on pages 55 and 56 of this Annual Report, confirm that, to the best of each person’s knowledge and belief:
• the consolidated financial statements, prepared in accordance with IFRS as adopted by the European Union, and the company financial statements, prepared in accordance with IFRS as adopted by the European Union as applied
in accordance with the provisions of the Companies Act 2014, give a true and fair view of the assets, liabilities and financial position of the Group and Company at 31 December 2023 and of the profit of the Group for the year
then ended;
• the Directors’ Report contained in the Annual Report includes a fair review of the development and performance of the business and the position of the Group and Company, together with a description of the principal risks and
uncertainties that they face; and
• the Annual Report and Financial Statements, taken as a whole, provides the information necessary to assess the Group’s position and performance, business model and strategy and is fair, balanced and understandable and
provides the information necessary for shareholders to assess the Company’s position and performance, business model and strategy.
On behalf of the Board
M I C H A E L S T A N L E Y
D I R E C T O R
S H A N E D O H E R T Y
D I R E C T O R
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Independent Auditor’s Report
To the members of Cairn Homes plc
Strategic Report
Corporate Governance
Financial Statements
Report on the audit of the financial statements
Opinion
We have audited the financial statements of Cairn Homes plc (“the Company”) and its consolidated undertakings (“the Group”) for the year ended 31 December 2023 set out on pages 112 to 169, contained within the reporting
package 635400DPX6WP2KKDOA83-2023-12-31-en.zip, which comprise the consolidated statement of profit or loss and other comprehensive income, the consolidated and company statements of financial position, the
consolidated and company statements of changes in equity, the consolidated and company statements of cash flows and related notes, including the summary of material accounting policies set out in Note 3 for the Group
and Note 1 for the Company.
The financial reporting framework that has been applied in their preparation is Irish Law including the Commission Delegated Regulation 2019/815 regarding the single electronic reporting format (ESEF), and International Financial
Reporting Standards (IFRS) as adopted by the European Union and, as regards the Company financial statements, as applied in accordance with the provisions of the Companies Act 2014.
In our opinion:
• the financial statements give a true and fair view of the assets, liabilities and financial position of the Group and Company as at 31 December 2023 and of the Group’s profit for the year then ended;
• the Group consolidated financial statements have been properly prepared in accordance with IFRS as adopted by the European Union;
• the Company financial statements have been properly prepared in accordance with IFRS as adopted by the European Union, as applied in accordance with the provisions of the Companies Act 2014; and
• the Group consolidated financial statements and Company financial statements have been properly prepared in accordance with the requirements of the Companies Act 2014 and, as regards the Group consolidated financial
statements, Article 4 of the IAS Regulation.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (Ireland) (ISAs (Ireland)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s Responsibilities section
of our report. We believe that the audit evidence we have obtained is a sufficient and appropriate basis for our opinion. Our audit opinion is consistent with our report to the Audit and Risk Committee.
We were appointed as auditor by the Directors on 10 June 2015. The period of total uninterrupted engagement is the nine years ended 31 December 2023. We have fulfilled our ethical responsibilities under, and we remained
independent of the Group in accordance with, ethical requirements applicable in Ireland, including the Ethical Standard issued by the Irish Auditing and Accounting Supervisory Authority (IAASA) as applied to public interest entities.
No non-audit services prohibited by that standard were provided.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate. In our evaluation of the directors’ assessment of the
Group’s and Company’s ability to continue to adopt the going concern basis of accounting we considered the inherent risks to the Group’s and Company’s business model and analysed how those risks might affect the Group’s and
Company’s financial resources or ability to continue operations over the going concern period.
The risks that we considered most likely to adversely affect the Group’s and Company’s available financial resources over this period were currently unforeseen factors leading to one or a combination of the following: significant
slowdown in construction activities; material reductions in sales arising from a deterioration in employment levels and consumer confidence; material reduction in credit availability in the mortgage market; and reduced demand
for apartment developments from State-supported agencies.
We evaluated the going concern assessment by carrying out the following procedures among others:
• considering the cash and undrawn bank loan facilities available to the Group and the related covenants in the facility agreement which are currently applicable in the going concern period;
• analysing the base-case scenario cashflow projections prepared by management showing forecast available liquidity and considering the reasonableness of the underlying assumptions; and
• analysing downside scenario cashflow projections prepared by management illustrating the impact of materially reduced sales compared to the base-case scenario and examining the reasonableness of management’s
conclusion that liquidity would be maintained throughout the going concern period in this scenario.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group’s or the Company’s ability to continue
as a going concern for a period of at least twelve months from the date when the financial statements are authorised for issue.
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Independent Auditor’s Report continued
To the members of Cairn Homes plc
Strategic Report
Corporate Governance
Financial Statements
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
In relation to the Group’s and the Company’s reporting on how they have applied the UK Corporate Governance Code and the Irish Corporate Governance Annex we have nothing material to add or draw attention to in relation to the
directors’ statement in the financial statements about whether the directors considered it appropriate to adopt the going concern basis of accounting.
Detecting irregularities including fraud
We identified the areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements and risks of material misstatement due to fraud, using our understanding of the entity’s
industry, regulatory environment and other external factors and inquiry with the directors. In addition, our risk assessment procedures included:
•
Inquiring with the directors and other management as to the Group’s policies and procedures regarding compliance with laws and regulations, identifying, evaluating and accounting for litigation and claims, as well as whether
they have knowledge of non-compliance or instances of litigation or claims.
Inquiring of directors, the Audit and Risk Committee, and internal audit as to the Group’s policies and procedures to prevent and detect fraud, including the internal audit function, and the Group’s channel for “whistleblowing”, as
well as whether they have knowledge of any actual, suspected or alleged fraud.
Inquiring of directors , the Audit and Risk Committee and internal audit regarding their assessment of the risk that the financial statements may be materially misstated due to irregularities, including fraud.
Inspecting the Group’s regulatory correspondence.
•
•
•
• Reading Board, Audit and Risk Committee and Remuneration Committee minutes.
• Considering remuneration incentive schemes and performance targets for Directors and other management.
• Performing planning analytical procedures to identify any unusual or unexpected relationships.
We discussed identified laws and regulations, fraud risk factors and the need to remain alert among the audit team.
Firstly, the Group is subject to laws and regulations that directly affect the financial statements including companies and financial reporting legislation. We assessed the extent of compliance with these laws and regulations as part of
our procedures on the related financial statement items, including assessing the financial statement disclosures and agreeing them to supporting documentation when necessary.
Secondly, the Group is subject to many other laws and regulations where the consequences of non-compliance could have a material effect on amounts or disclosures in the financial statements, for instance through the imposition
of fines or litigation. We identified the following areas as those most likely to have such an effect: health and safety, employment law, environmental law. Auditing standards limit the required audit procedures to identify non-
compliance with these non-direct laws and regulations to inquiry of the directors and other management and inspection of regulatory and legal correspondence, if any. These limited procedures did not identify actual or suspected
non-compliance.
We assessed events or conditions that could indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud. As required by auditing standards, we performed procedures to address the risk of
management override of controls and the risk of fraudulent revenue recognition. We identified a fraud risk in relation to the existence of revenue. We also identified a fraud risk relating to the completeness and accuracy of the
allocation of development costs to cost of sales of completed residential units.
Further detail in respect of these fraud risks are set out in the relevant key audit matter disclosures in this report.
Identifying journal entries to test based on risk criteria and comparing the identified entries to supporting documentation.
In response to the fraud risks, we also performed procedures including:
•
• Assessing significant accounting estimates for bias
• Assessing the disclosures in the financial statements
As the Group is regulated, our assessment of risks involved obtaining an understanding of the legal and regulatory framework that the Group operates in and gaining an understanding of the control environment including the
entity’s procedures for complying with regulatory requirements.
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Corporate Governance
Financial Statements
Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in
accordance with auditing standards. For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently
limited procedures required by auditing standards would identify it.
In addition, as with any audit, there remains a higher risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. We are not responsible
for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.
Key audit matters: our assessment of risks of material misstatement
Key audit matters are those matters that, in our professional judgement, were of most significance in the audit of the financial statements and include the most significant assessed risks of material misstatement (whether or not
due to fraud) identified by us, including those which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in
the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
In arriving at our audit opinion above, the key audit matters, in decreasing order of audit significance, were as follows (unchanged from 2022):
Group key audit matters
Group: Carrying values of inventories €943.4 million (2022: €967.3 million) and profit recognition
Refer to pages 64 to 67 (Audit and Risk Committee Report), page 123 (accounting policy for inventories) and Note 16 to the consolidated financial statements (financial disclosures – inventories).
The key audit matter
Inventories consist of the costs of land, materials, design and related production and site development costs to date, less amounts recognised as cost of sales on properties which have been sold. The carrying value of development
land and work in progress depends on key assumptions relating to forecast selling prices for houses or apartments, site planning (including planning consent), build costs and other direct cost recoveries, all of which contain an
element of uncertainty.
The Group recognises profit on each sale, based on the particular unit sold, by reference to the overall expected site margin. As site development and the resulting sale of residential units can take place over a number of reporting
periods the determination of profit is dependent on the accuracy of the assumptions used in the forecasts about future selling prices, build costs and other direct costs. There is a risk that one or all of the above assumptions may be
inaccurate with a resulting impact on the carrying value of inventories or the amount of profit recognised.
For the reasons outlined above the engagement team determine this matter to be a key audit matter.
How the matter was addressed in our audit
Our audit procedures included:
a) We documented our understanding of the processes, and tested the design and implementation of relevant controls, over the accuracy and completeness of the input data and assumptions made in the Group’s financial models
which support the carrying value of development land and work in progress, and the allocation of costs to individual residential units.
b) We inspected management’s detailed year-end assessments of the net realisable value of development sites. These calculations were primarily based on residual value calculations whereby the estimated total costs of the
development were deducted from total forecast sales proceeds. We challenged the key data inputs and assumptions in the following ways, among others:
•
• agreeing a sample of forecast costs to supplier agreements or other relevant documentation from third parties and, for sites not yet in development, considering the consistency of estimates for the major cost categories
inspecting forecast residential unit sales prices for consistency with sales prices achieved for similar properties;
with the estimates for sites in development;
• evaluating the assumptions in relation to forecast numbers of units to be constructed based on appropriate documentary support;
• enquiring of management as to whether there were any site-specific factors which may indicate that an individual site could be impaired; and
• considering wider market evidence relating to the demand for housing in Ireland which in our judgement was relevant to the key data inputs and assumptions.
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Independent Auditor’s Report continued
To the members of Cairn Homes plc
Strategic Report
Corporate Governance
Financial Statements
c) For sites in development, we compared actual revenues and costs to estimates to assess whether net realisable values were updated and that the overall expected sales margins were adjusted accordingly. We evaluated the
sensitivity of margins on these sites to changes in sales prices and costs and considered whether this indicated a risk of impairment of the inventories balance.
d) For completed sales in the year, we tested the completeness and accuracy of the release from inventories to cost of sales recorded in the general ledger for consistency with the financial cost models for the relevant sites.
e) For new development land acquisitions in the year, we inspected purchase contracts and other supporting documentation to agree the costs of acquisition, including related direct purchase costs and we agreed amounts paid to
corroborating documentary evidence.
f) We agreed a sample of additions to construction work in progress during the period to invoices/payment certificates and examined whether these additions were construction related and had been appropriately recorded as part
of the costs of the relevant site.
g) We considered the adequacy of the Group’s disclosures regarding the carrying value of development land and work in progress.
We found that the Group had appropriate processes in place to regularly update forecasts of development site profitability to take account of costs incurred, updated forecast costs to complete and estimated sales prices. We found
that the profit margins recognised on sales during the year appropriately reflected the costs attributable to units sold based on the Group’s financial models.
We found that, for sites not yet in development, the assumptions for numbers and mix of units to be built were supported by appropriate documentation, and the estimates of sales prices and costs used in the assessment of the net
realisable value of these sites were reasonable compared to similar sites in development.
Our audit procedures on the key assumptions underpinning the year-end assessments of the net realisable value of development sites, and the related sensitivity analysis, did not identify any misstatements in relation to the
Group’s conclusion that inventories are stated at the lower of cost and net realisable value and therefore are not impaired.
We found that the costs of new development site acquisitions during the year, and of the sample of additions to construction work in progress inspected, were appropriately recorded. We also found that the disclosures in the
financial statements relating to inventories are adequate to provide an understanding of the accounting policy and key assumptions relating to the Group’s inventories and profit recognition.
Group: Revenue recognition €666.8 million (2022: €617.4 million)
Refer to page 122 (accounting policy for revenue) and Note 6 to the consolidated financial statements (financial disclosures – revenue)
The key audit matter
A relatively high proportion of total revenue was recorded in the latter part of the year, which required particular emphasis on the recognition of revenue in the correct accounting period. The fraud risk relates to the existence of
revenue i.e. the risk that sales may have been inappropriately accelerated and recorded in the wrong period.
Also, as well as sales of residential units to private individuals, the Group has other types of contractual arrangements with certain customers for the sale of multiple units, which require particular consideration in relation to the
application of the relevant accounting standard.
For the reasons outlined above the engagement team determine this matter to be a key audit matter.
How the matter was addressed in our audit
Our audit procedures included, among others:
a) We documented our understanding of the processes in relation to revenue recognition. We tested the design and implementation of relevant controls over the existence of revenue for individual and multiple-unit sales, and the
completeness and accuracy of multiple-unit sales.
b) We agreed a sample of sales of residential units and residential sites to signed contracts and cash proceeds and examined whether there was appropriate evidence that control over those properties had transferred to customers
prior to the year-end, and hence that revenue had been recognised in the correct accounting period.
c) We evaluated the approach adopted by management in relation to the timing and amount of revenue to be recognised in accordance with the relevant accounting standard from material contracts with customers for the sale of
multiple units. In this regard, we independently inspected the related contract documentation and considered the appropriate application of the revenue recognition model in the relevant accounting standard, including whether
revenue should be recognised (i) at a point in time or (ii) over time.
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Corporate Governance
Financial Statements
We found that the Group had appropriate processes in place in relation to the recording of revenue.
Appropriate documentary evidence was available for all of the sample of sales of residential units and residential sites that we tested and as a result we found that revenue had been accurately recorded for those sales in the year.
We found that the approach taken in the financial statements by the Group for the recognition of revenue from contracts for the sale of multiple units, whereby the revenue in the year was recognised at a point in time on legal
completion of those particular sales, was consistent with the requirements of the relevant accounting standard.
Company key audit matter
Company: Amounts due from subsidiary undertakings €401.4 million (2022: €487.4 million)
Refer to Note 6 to the Company financial statements (financial disclosures – Amounts due from Subsidiary Undertakings).
Description of the key audit matter
The Company financial statements include material amounts due from subsidiary undertakings. Due to the financial position of the Group, this was not considered to give rise to a significant risk of material misstatement. However, due to
the materiality of the amounts due from subsidiary undertakings in the context of the Company financial statements, this is considered to be the area that had the greatest focus of our overall audit of the Company financial statements.
For the reasons outlined above the engagement team determine this matter to be a key audit matter.
Our audit procedures included among others:
a) We agreed the amounts due from each subsidiary to the counterparty balance as included in the matrix of intercompany balances which eliminate on consolidation.
b) We inspected the financial position of each subsidiary undertaking using our judgement to independently assess recoverability of intercompany balances.
c) We considered the results of management’s assessment of the recoverability of intercompany balances and the rationale for their conclusion that no expected credit loss provision was required.
We found management’s assessment of the carrying value of the amounts due from subsidiary undertakings to be appropriate.
Our application of materiality and an overview of the scope of our audit
The materiality for the consolidated financial statements as a whole was set at €5.0 million (2022: €4.4 million).
This has been calculated with reference to a benchmark of profit before taxation, which is a benchmark typically applied for listed groups which have reached a mature stage. Materiality represents approximately 5.0% (2022: 4.7%) of
this benchmark, which we consider to be one of the principal considerations for members of the Company in assessing the financial performance of the Group. In applying our judgement in determining the percentage to be applied
to the benchmark, the following qualitative factors, had the most significant impact, increasing our assessment of materiality:
• the Group is a well established business in a well established sector of economy; and
• the business is well capitalised and has a relatively low level of borrowings compared to total assets.
Performance materiality for the Group financial statements as a whole was set at €3.75 million (2022: €3.3 million) determined with reference to materiality of which it represents 75% (2022: 75%).
We reported to the Audit and Risk Committee any corrected and uncorrected misstatements we identified through our audit with a value in excess of €0.25 million (2022: €0.22 million), in addition to any other audit misstatements
below that threshold that warranted reporting on qualitative grounds.
Materiality for the Company financial statements as a whole was set at €1.6 million (2022: €1.6 million), determined with reference to a benchmark of total assets, of which it represents 0.36% (2022: 0.30%). Performance materiality
for the Company financial statements as a whole was set at €1.2 million (2022: €1.2 million) determined with reference to materiality of which it represents 75% (2022: 75%).
We used materiality to assist us to determine what risks were significant risks and to determine the audit procedures to be performed including those discussed above.
Our audit was undertaken to the materiality and performance materiality level specified above and was all performed by a single Group engagement team.
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Independent Auditor’s Report continued
To the members of Cairn Homes plc
Strategic Report
Corporate Governance
Financial Statements
Other information
The directors are responsible for the other information presented in the Annual Report together with the financial statements. The other information comprises the information included in the Introduction section, Strategic Report
and the Corporate Governance Statement (which includes the directors‘ report).
The financial statements and our auditor’s report thereon do not comprise part of the other information. Our opinion on the financial statements does not cover the other information and, accordingly, we do not express an audit
opinion or, except as explicitly stated below, any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether, based on our financial statements audit work, the information therein is materially misstated or inconsistent with the financial statements or our
audit knowledge. Based solely on that work we have not identified material misstatements in the other information.
Based solely on our work on the other information undertaken during the course of the audit, we report that:
• we have not identified material misstatements in the directors’ report;
•
•
in our opinion, the information given in the directors’ report is consistent with the financial statements; and
in our opinion, the directors’ report has been prepared in accordance with the Companies Act 2014.
Corporate governance statement
We have reviewed the directors’ statements in relation to going concern, longer-term viability, and that part of the Corporate Governance Statement relating to the Company’s compliance with the provisions of the UK Corporate
Governance Code and the Irish Corporate Governance Annex specified for our review by the Listing Rules of Euronext Dublin and the UK Listing Authority.
Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate Governance Statement is materially consistent with the financial statements and our knowledge obtained
during the audit:
• directors’ statement with regards to the appropriateness of adopting the going concern basis of accounting and any material uncertainties identified;
• directors’ explanation as to their assessment of the Group’s prospects, the period this assessment covers and why the period is appropriate;
• directors’ statement on whether they have a reasonable expectation that the Group will be able to continue in operation and meet its liabilities;
• directors’ statement on fair, balanced and understandable and the information necessary for shareholders to assess the Group’s position and performance, business model and strategy;
• Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks and the disclosures in the annual report that describe the principal risks and the procedures in place to identify emerging risks
and explain how they are being managed or mitigated;
• section of the annual report that describes the review of effectiveness of risk management and internal control systems; and;
• section describing the work of the Audit and Risk Committee.
The Listing Rules of Euronext Dublin also requires us to review certain elements of disclosures in the report to shareholders by the Remuneration Committee of the Board of Directors. We have nothing to report in this regard.
In addition as required by the Companies Act 2014, we report, in relation to information given in the Corporate Governance Statement and the Directors’ Report, that:
• based on the work undertaken for our audit, in our opinion, the description of the main features of internal control and risk management systems in relation to the financial reporting process, and information relating to voting
rights and other matters required by the European Communities (Takeover Bids (Directive 2004/EC) Regulations 2006) and specified for our consideration, is consistent with the financial statements and has been prepared in
accordance with the Act;
• based on our knowledge and understanding of the Company and its environment obtained in the course of our audit, we have not identified any material misstatements in that information; and
• the directors‘ report contains the information required by the European Union (Disclosure of Non-Financial and Diversity Information by certain large undertakings and groups) Regulations 2017.
We also report that, based on work undertaken for our audit, the information required by the Act is contained in the Corporate Governance Statement.
Our opinions on other matters prescribed by the Companies Act 2014 are unmodified
We have obtained all the information and explanations which we consider necessary for the purposes of our audit.
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Financial Statements
In our opinion the accounting records of the Company were sufficient to permit the financial statements to be readily and properly audited and the financial statements are in agreement with the accounting records.
We have nothing to report on other matters on which we are required to report by exception
The Companies Act 2014 requires us to report to you if, in our opinion:
• the disclosures of directors’ remuneration and transactions required by Sections 305 to 312 of the Act are not made;
• the Company has not provided the information required by Section 1110N in relation to its remuneration report for the financial year ended 31 December 2022; and
• the Company has not provided the information required by section 5(2) to (7) of the European Union (Disclosure of Non-Financial and Diversity Information by certain large undertakings and groups) Regulations 2017 for the year
ended 31 December 2022 as required by the European Union (Disclosure of Non-Financial and Diversity Information by certain large undertakings and groups) (amendment) Regulations 2018.
We have nothing to report in this regard.
Respective responsibilities and restrictions on use
Responsibilities of directors for the financial statements
As explained more fully in the directors’ responsibilities statement set out on page 104, the directors are responsible for: the preparation of the financial statements including being satisfied that they give a true and fair view; such
internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error; assessing the Group’s and Company’s ability to continue as
a going concern, disclosing, as applicable, matters related to going concern; and using the going concern basis of accounting unless they either intend to liquidate the Group or the Company or to cease operations, or have no realistic
alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (Ireland) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error
and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. The risk of not detecting a material
misstatement resulting from fraud or other irregularities is higher than for one resulting from error, as they may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control and may involve
any area of law and regulation and not just those directly affecting the financial statements.
A fuller description of our responsibilities is provided on IAASA’s website at https://iaasa.ie/publications/description-of-the-auditors-responsibilities-for-the-audit-of-the-financial-statements/.
The purpose of our audit work and to whom we owe our responsibilities
Our report is made solely to the Company’s members, as a body, in accordance with Section 391 of the Companies Act 2014. Our audit work has been undertaken so that we might state to the Company’s members those matters
we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members,
as a body, for our audit work, for this report, or for the opinions we have formed.
R Y A N M C C A R T H Y
F O R A N D O N B E H A L F O F
K P M G
C H A R T E R E D A C C O U N T A N T S , S T A T U T O R Y A U D I T F I R M
1 S T O K E S P L A C E
S T . S T E P H E N ’ S G R E E N
D U B L I N 2
15 March 2024
Cairn Homes plc | Annual Report 2023
112
Consolidated Statement of Profit or Loss and Other Comprehensive Income
For the year ended 31 December 2023
Strategic Report
Corporate Governance
Financial Statements
Note
2023
€’000
2022
€’000
6
7
8
15
10
14
28
28
666,807
(519,189)
147,618
(34,229)
113,389
(14,118)
152
99,423
(13,991)
85,432
(331)
(80)
(411)
85,021
12.7 cent
12.6 cent
617,357
(483,149)
134,208
(31,176)
103,032
(9,645)
85
93,472
(12,442)
81,030
777
70
847
81,877
11.5 cent
11.4 cent
Continuing operations
Revenue
Cost of sales
Gross profit
Administrative expenses
Operating profit
Finance costs
Share of profit of equity- accounted investee, net of tax
Profit before taxation
Tax charge
Profit for the year attributable to owners of the Company
Other comprehensive (loss)/ income
Fair value movement on cashflow hedges
Cashflow hedges reclassified to profit and loss
Total comprehensive income for the year attributable to owners of the Company
Basic earnings per share
Diluted earnings per share
Cairn Homes plc | Annual Report 2023
113
Consolidated Statement of Financial Position
At 31 December 2023
Strategic Report
Corporate Governance
Financial Statements
Assets
Non-current assets
Property, plant and equipment
Right of use assets
Intangible assets
Derivatives
Equity-accounted investee
Current assets
Inventories
Trade and other receivables
Current taxation
Cash and cash equivalents
Total assets
Equity
Share capital
Share premium
Other undenominated capital
Treasury shares
Share-based payment reserve
Cashflow hedge reserve
Retained earnings
Total equity
Note
2023
€’000
2022
€’000
11
12
13
14
15
16
17
18
19
19
19
20
20
14
6,120
5,557
4,211
436
237
5,789
6,003
3,043
847
85
16,561
15,767
943,417
54,057
312
25,553
1,023,339
1,039,900
655
201,100
183
(3,196)
13,588
436
544,396
757,162
967,342
20,447
–
21,711
1,009,500
1,025,267
725
199,616
105
–
11,809
847
538,720
751,822
Cairn Homes plc | Annual Report 2023
114
Consolidated Statement of Financial Position continued
At 31 December 2023
Strategic Report
Corporate Governance
Financial Statements
Note
2023
€’000
2022
€’000
21
12
23
21
12
24
158,836
5,490
3,139
167,465
14,992
937
99,344
–
115,273
282,738
170,991
6,036
3,139
180,166
–
761
92,425
93
93,279
273,445
1,039,900
1,025,267
Liabilities
Non-current liabilities
Loans and borrowings
Lease liabilities
Deferred taxation
Current liabilities
Loans and borrowings
Lease liabilities
Trade and other payables
Current taxation
Total liabilities
Total equity and liabilities
On behalf of the Board
M I C H A E L S T A N L E Y
D I R E C T O R
S H A N E D O H E R T Y
D I R E C T O R
Cairn Homes plc | Annual Report 2023
115
Consolidated Statement of Changes in Equity
For the year ended 31 December 2023
Strategic Report
Corporate Governance
Financial Statements
Attributable to owners of the company
As at 1 January 2023
Total comprehensive income for the year
Profit for the year
Fair value movement on cashflow hedges
Cashflow hedges reclassified to profit and loss (Note 14)
Transactions with owners of the Company
Purchase of own shares- share buybacks (Note 19)
Cancellation of repurchased shares
Cancellation of founder and deferred shares (Note 20)
Purchase of own shares-held in trust (Note 20)
Equity-settled share-based payments (Note 20)
Settlement of dividend equivalents (Note 20)
Shares issued on vesting of share awards and options
(Note 20)
Transfer from share-based payment reserve to retained
earnings re vesting or lapsing of share awards and
options (Note 20)
Dividends paid to shareholders (Note 25)
Share Capital
Ordinary
shares
€’000
686
Deferred
shares
€’000
20
Founder
shares
€’000
19
Share
premium
€’000
199,616
Other
undenominated
capital
€’000
105
–
–
–
–
–
(39)
–
–
–
–
8
–
–
–
–
–
–
–
–
–
–
–
–
–
–
(20)
(19)
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
1,484
–
–
–
–
–
–
–
39
39
–
–
–
–
–
–
Treasury
shares
€’000
Share-based
payment
reserve
€’000
Cashflow
hedge reserve
€’000
11,809
847
Retained
earnings
€’000
538,720
Total
€’000
751,822
–
–
–
–
–
(42,697)
42,697
–
(3,196)
–
–
–
–
–
–
–
–
–
–
–
–
–
7,075
(459)
–
(4,837)
–
1,779
13,588
–
(331)
(80)
(411)
85,432
85,432
–
–
(331)
(80)
85,432
85,021
–
(42,697)
–
–
–
–
–
–
–
–
–
–
(42,697)
–
–
–
–
–
4,837
(41,896)
(79,756)
–
–
(3,196)
7,075
(459)
1,492
–
(41,896)
(79,681)
757,162
As at 31 December 2023
(31)
655
(20)
–
(19)
–
1,484
201,100
78
183
(3,196)
(3,196)
436
544,396
Cairn Homes plc | Annual Report 2023
116
Consolidated Statement of Changes in Equity
For the year ended 31 December 2022
Strategic Report
Corporate Governance
Financial Statements
Attributable to owners of the company
Share Capital
Ordinary
shares
€’000
750
Deferred
shares
€’000
20
Founder
shares
€’000
19
Share
premium
€’000
199,616
–
–
–
–
–
(65)
–
1
–
–
–
(64)
686
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
20
19
199,616
Other
undenominated
capital
€’000
Treasury
shares
€’000
40
–
–
–
–
–
65
–
–
–
–
–
65
105
–
–
–
–
–
(75,143)
75,143
–
–
–
–
–
–
–
Share-based
payment
reserve
€’000
11,795
–
–
–
–
–
–
7,004
–
(1,408)
(5,582)
–
14
Cashflow
hedge reserve
€’000
–
–
777
70
847
–
–
–
–
–
–
–
–
Retained
earnings
€’000
566,537
Total
€’000
778,777
81,030
81,030
–
–
777
70
81,030
81,877
–
(75,143)
(75,143)
–
–
1,408
5,582
(40,694)
–
7,004
1
–
–
(40,694)
(108,847)
(108,832)
11,809
847
538,720
751,822
As at 1 January 2022
Total comprehensive income for the year
Profit for the year
Fair value movement on cashflow hedges
Cashflow hedges reclassified to profit and loss
Transactions with owners of the Company
Purchase of own shares – share buybacks (Note 19)
Cancellation of repurchased shares
Equity-settled share-based payments (Note 20)
Shares issued on vesting of share awards
Transfer from share-based payment reserve to retained
earnings re vesting or lapsing of share awards
Transfer from share-based payment reserve to retained
earnings in relation to founder shares (Note 19)
Dividends paid to shareholders (Note 25)
As at 31 December 2022
Cairn Homes plc | Annual Report 2023
117
Consolidated Statement of Cash Flows
For the year ended 31 December 2023
Cash flows from operating activities
Profit for the year
Adjustments for:
Share-based payments expense
Finance costs
Depreciation of property, plant and equipment
Depreciation of right of use assets
Amortisation of intangible assets
Taxation
Decrease/(increase) in inventories
(Increase)/decrease in trade and other receivables
Increase in trade and other payables
Tax paid
Net cash from operating activities
Cash flows from investing activities
Purchases of property, plant and equipment
Purchases of intangible assets
Net cash used in investing activities
Cash flows from financing activities
Purchase of own shares- share buybacks
Proceeds from issue of share capital
Settlement of dividend equivalents
Purchase of own shares – held in trust
Dividends paid
Proceeds from loans and borrowings net of debt issue costs
Repayment of loans and borrowings
Repayment of lease liabilities
Interest and other finance costs paid
Net cash used in financing activities
Net increase/(decrease) in cash and cash equivalents in the year
Cash and cash equivalents at beginning of the year
Cash and cash equivalents at end of the year
Strategic Report
Corporate Governance
Financial Statements
2023
€’000
2022
€’000
85,432
81,030
5,752
14,118
152
837
1,180
13,991
121,462
26,456
(33,610)
7,099
(14,386)
107,021
(1,689)
(2,401)
(4,090)
5,034
9,645
230
1,062
474
12,442
109,917
(24,626)
8,035
12,205
(11,639)
93,892
(5,603)
(2,083)
(7,686)
(42,697)
(75,143)
1,492
(459)
(3,196)
(41,896)
317,500
(315,000)
(761)
(14,072)
(99,089)
3,842
21,711
25,553
–
–
–
(40,694)
354,811
(333,988)
(410)
(9,099)
(104,523)
(18,317)
40,028
21,711
Cairn Homes plc | Annual Report 2023
118
Notes to the Consolidated Financial Statements
For the year ended 31 December 2023
Strategic Report
Corporate Governance
Financial Statements
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
Basis of Preparation
Key Judgements and Estimates
Material Accounting Policies
Measurement of Fair Values
Segmental Information
Revenue
Administrative Expenses
Finance Costs
Statutory and Other Information
Taxation
Property, Plant and Equipment
Leases
Intangible Assets
14. Derivatives and Cashflow Hedge Reserve
15.
Equity-Accounted Investee
16.
17.
18.
19.
20.
21.
22.
Inventories
Trade and Other Receivables
Cash and Cash Equivalents
Share Capital and Share Premium
Share-Based Payments
Loans and Borrowings
Reconciliation of Movement of Liabilities to Cash Flows Arising from Financing Activities
23. Deferred Taxation
24.
Trade and Other Payables
25. Dividends
26.
Related Party Transactions
27. Group Entities
28.
29.
Earnings Per Share
Financial Instruments and Risk Management
30. Other Commitments and Contingent Liabilities
31.
32.
33.
Profit or Loss of the Parent Company
Events After the Reporting Period
Approval of Financial Statements
Cairn Homes plc | Annual Report 2023
119
120
121
127
127
127
128
128
128
129
130
131
133
133
134
135
136
136
137
138
140
141
142
143
143
144
144
145
145
153
153
153
153
119
Strategic Report
Corporate Governance
Financial Statements
1. Basis of Preparation
(a) Reporting entity
Cairn Homes plc (“the Company”) is a company domiciled in Ireland. The Company’s registered office is 45 Mespil Road, Dublin 4, D04 W2F1. These consolidated financial statements cover the year ended 31 December 2023
for the Company and its subsidiaries (together referred to as “the Group”) and the Group’s interest in a joint venture undertaking. The Group is predominantly involved in the development of residential property for sale.
(b) Statement of compliance
These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) and their interpretations approved by the International Accounting Standards Board (IASB),
as adopted by the European Union (EU), and those parts of the Companies Act 2014 applicable to companies reporting under IFRS and Article 4 of the IAS Regulation.
IFRS 17 Insurance contracts and Amendments to IFRS 17, Insurance contracts: Initial application of IFRS 17 and IFRS 9 Comparative Information
(c) New standards and interpretations
The following standards and interpretations were effective for the Group for the first time from 1 January 2023. They did not have a material effect on the consolidated results of the Group:
•
• Amendments to IAS 1 and IFRS Practice Statement 2, Disclosure of Accounting Policies;
• Amendments to IAS 8, Definition of Accounting Estimates;
• Amendments to IAS 12, Deferred Tax related to Assets and Liabilities arising from a single transaction;
• Amendments to IAS 12, International Tax Reform – Pillar Two Model Rules (effective date 23 May 2023)
The following amendments to standards have been endorsed by the EU, and are effective from 1 January 2024. The Group has not adopted these amendments early. The potential impact of these amendments on the Group
is under review:
• Amendments to IAS 1, Classification of Liabilities as Current or Non-current and Deferral of Effective Date
• Amendments to IFRS 16, Lease Liability in a Sale and Leaseback
• Amendments to IAS 1, Non-current Liabilities with Covenants
The following standards and interpretations are not yet endorsed by the EU. The potential impact of these standards on the Group is under review:
• Amendments to IAS 21 the Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability (issued on 15 August 2023)
• Amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures: Supplier Finance Arrangements (issued on 25 May 2023)
(d) Functional and presentation currency
These consolidated financial statements are presented in Euro, which is the functional currency of the Company and presentation currency of the Group, rounded to the nearest thousand.
(e) Going concern basis of accounting
The Group entered the year in a very strong position having delivered its best ever financial and operational performance in 2023. Following 1,741 sales completions in 2023, the Group started 2024 with a multi-year forward sales
pipeline of 2,350 new homes with a net sales value of over €900 million, of which 1,600 new homes are expected to close in 2024 (both turnkey and equivalent units1). The Group has a long-term and sustainable growth strategy that
focuses on minimising financial risk and maintaining financial flexibility. The business has strong liquidity, a significant investment in construction work-in-progress underpinned by a significant forward order book, a robust balance
sheet and committed, lowly leveraged debt facilities.
In order to mitigate against any liquidity risk, the Group applies a prudent cash management policy ensuring its production activities in the near and medium-term are focused towards forward sold inventories, including
scaled apartment developments with multi-year delivery timelines, and inventories which will continue to be attractive to its broad buyer pool. New home commencements continued to focus on our core starter homes
market at lower average selling prices and large apartment developments for State-supported counterparties during 2023, including forward fund transactions which are expected to be significantly beneficial from a liquidity
perspective from 2024 onwards.
1 Equivalent units relate to forward fund2 transactions and are calculated on a percentage completion basis based on the contracted value of work completed divided by total estimated cost.
2 Forward fund transactions involve Cairn delivering new homes under a contractual relationship where the land is sold up-front and the cost of delivering the new homes is paid on a phased basis.
Cairn Homes plc | Annual Report 2023
120
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2023
Strategic Report
Corporate Governance
Financial Statements
1. Basis of Preparation continued
The Group has a total committed debt facility of €350 million, of which €277.5 million is a syndicate facility comprising a Sustainability Linked term loan and revolving credit facility with Allied Irish Banks, Bank of Ireland and Barclays
Bank Ireland, maturing in June 2027. Four sustainability performance targets underpin these green facilities which are linked directly to key elements of our sustainability strategy including decarbonisation, biodiversity and people.
All four annual sustainability performance targets for the year ended 31 December 2023 were met following external assurance testing and validation.
Net debt was €148.3 million as at 31 December 2023 (31 December 2022: €149.3 million). The Company had available liquidity (cash and undrawn facilities) at 31 December 2023 of €200.6 million (31 December 2022: €199.2 million),
including €25.6 million of cash (31 December 2022: €21.7 million). The Group had forecast year-end net debt to be broadly in line with net debt as at 31 December 2022.
The Group invested €439.9 million in its construction activities during 2023, including commencing construction on four new sites and new phases across six of its existing large-scale, multi-year, developments. Both gross and
operating margins strengthened in 2023, resulting in an increase in underlying profitability when compared to the prior year. The Group is also encouraged by the level of underlying demand for new homes in the market as evidenced
by the size of its forward sales pipeline, with strong demand continuing into the early months of 2024. Enquiry lists across all of our active selling sites remain high with particularly strong interest in our starter home developments.
The Directors have carried out a robust assessment of the principal risks facing the Group and have considered the impact of these risks on the going concern of the business. In making this assessment, consideration has been given
to the uncertainty inherent in financial forecasting including future market conditions for construction costs and sales prices. Where appropriate, severe but plausible downside-sensitivities have been applied to the key factors
affecting the future financial performance of the Group.
Having considered the Group’s forecasts and outlook including the strength of its forward order book, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the
foreseeable future. Accordingly, they are satisfied that it is appropriate to continue to adopt the going concern basis in preparing these consolidated financial statements.
2. Key Judgements and Estimates
The preparation of financial statements requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, income and expenses. Actual results
could differ materially from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognised prospectively.
The material accounting judgement impacting these financial statements is:
• scale and mix of each development and the achievement of associated planning permissions.
This may involve assumptions on new or amended planning permission applications. This judgement then feeds into the process of forecasting expected profitability by development which is used to determine the profit that the
Group is able to recognise on its developments in each reporting period and the net realisable value of inventories.
The key sources of estimation uncertainty impacting these financial statements are:
•
forecast selling prices;
• build cost inflation; and
• carrying value of inventories and allocations from inventories to cost of sales (see Note 3 (g) and 16).
Due to the nature of the Group’s activities and, in particular the scale of its development costs and the length of the development cycle, the Group has to allocate site-wide development costs between units completed in the current year
and those in future years. It also has to forecast the costs to complete on such developments and make estimates relating to future sales prices. Forecast selling prices and build cost inflation are inherently uncertain due to changes in
market conditions. These estimates impact management’s assessment of the net realisable value of the Group’s inventories and also determine the extent of profit or loss that should be recognised in respect of each development in each
reporting period. Note 16 includes disclosures on judgements and estimates in relation to profit margins and carrying values of inventories. In making such assessments and allocations, there is a degree of inherent estimation uncertainty.
The Group has developed internal controls designed to effectively assess and review carrying values and profit recognition and the appropriateness of estimates made. The Group recognises its gross profit on each sale, based on the
particular unit sold and the total cost attaching to that unit. As the build cost on a site can take place over a number of reporting periods the determination of the cost of sale to release on each individual unit sale is dependent on up-
to-date cost forecasting and expected profit margins across the scheme.
Cairn Homes plc | Annual Report 2023
121
Strategic Report
Corporate Governance
Financial Statements
In preparing the financial statements, the Directors have considered the impact of climate change and the Group’s 2023 commitment to the Science Based Targets initiative (SBTi) Net Zero standard as well as any additional costs,
savings and revenues associated with climate risks or opportunities as identified in the Task Force on Climate-Related Financial Disclosures on pages 34 to 39 of the annual report. Costs and revenues associated with climate risks
or opportunities are reflected in the Group’s forecasts used to determine margins on active and non-active developments. There has been no other material impact identified on the financial reporting judgements and estimates
as a result of climate change. In particular, the Directors considered the impact of climate change in respect of the following areas: going concern and viability of the Group over the next three years; cash flow forecasts used in the
impairment assessments of inventories; and carrying value and useful economic lives of property, plant and equipment. Whilst there is currently no expected material medium-term impact on the Group from climate change,
the Directors are aware of the ever-changing risks attached to climate change and will regularly assess these risks against judgements and estimates made in preparation of the Group’s financial statements.
3. Material Accounting Policies
The accounting policies set out below have been applied in these financial statements.
(a) Basis of consolidation
The consolidated financial statements include the results of Cairn Homes plc and all its subsidiary undertakings and the Group’s share of its joint venture undertaking for the year ended 31 December 2023.
Business combinations
The Group accounts for business combinations using the acquisition method when control is transferred to the Group. The consideration transferred in the acquisition is generally measured at fair value, as are the identifiable net
assets acquired. Goodwill arising on consolidation represents the excess of the fair value of the consideration over the fair value of the separately identifiable net assets and liabilities acquired.
Any goodwill that arises is capitalised and tested annually for impairment. Any gain on a bargain purchase is recognised in profit or loss immediately. Transaction costs are expensed as incurred, except if related to the issue of debt
or equity securities.
The consideration transferred does not include amounts related to the settlement of pre-existing relationships. Such amounts are generally recognised in profit or loss.
Any contingent consideration is measured at fair value at the date of acquisition. If an obligation to pay contingent consideration is classified as equity, then it is not remeasured, and settlement is accounted for within equity.
Otherwise, subsequent changes in the fair value of contingent consideration that meets the definition of a financial instrument are recognised in profit or loss.
Subsidiaries
Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power
over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases. Changes in the ownership interest
in a subsidiary that do not result in loss of control are recognised in equity.
Non-controlling interests, as stated in the statement of financial position if any, represents the portion of the equity of subsidiaries which is not attributable to the owners of the Company.
Transactions eliminated on consolidation
Intra-group balances and transactions, and any unrealised income and expenses arising from intra-group transactions, are eliminated.
(b) Joint ventures
A joint venture is an arrangement where the Group has joint control and the Group has rights to the net assets of the arrangement. Investments in joint ventures are accounted for using the equity method. The investment in a joint
venture is initially recognised at cost. Subsequent to initial recognition, the carrying amount of the investment in a joint venture is increased or decreased to recognise the Group’s share of the profit or loss and other comprehensive
income of the joint venture, adjusted where necessary to ensure consistency with the accounting policies of the Group until the joint control ceases. The Group does not continue to recognise its share of losses of joint ventures when
the carrying value has been reduced to zero.
Cairn Homes plc | Annual Report 2023
122
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2023
Strategic Report
Corporate Governance
Financial Statements
3. Material Accounting Policies continued
(c) Property, plant and equipment
Property, plant and equipment are initially recognised at cost. Depreciation is provided using the straight-line method to write off the cost less any residual value over the estimated useful life of the asset on the following basis:
• Leasehold improvements 7-10 years;
• Motor vehicles 4 years; and
• Computers & equipment 3-7 years
The assets’ useful economic lives and residual values are reviewed and adjusted, if appropriate, at each financial reporting date. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its
recoverable amount.
(d) Leases
All assets held by the Group under lease agreements which are greater than twelve months in duration are recognised as right-of-use assets within the statement of financial position representing its rights to use the underlying asset.
The present value of future payments to be made under those lease agreements is recognised as a liability representing its obligation to make lease payments.
The Group recognises a right-of-use asset and a lease liability at the lease commencement date. The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date,
discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group’s incremental borrowing rate. The lease liability is subsequently increased by the interest costs on the lease liability and
decreased by the lease payments made. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability plus any initial direct costs, and subsequently at cost less accumulated depreciation.
Depreciation is charged on a straight-line basis over the lease term from the lease commencement date.
The right-of-use assets and lease liabilities recognised represent the Group’s leases on the central support office and vehicles. The right-of-use assets and related lease liabilities have been determined by discounting the lease
payments over the expected term of the leases at discount rates reflecting the Group’s incremental borrowing rate at inception.
(e) Intangible assets
Computer software
Acquired computer software is capitalised as intangible assets on the basis of the costs incurred to acquire and bring to use the specific software.
Costs that are directly attributable to the production of identifiable and unique software products controlled by the Group, and that will probably generate economic benefits exceeding costs beyond one year, are recognised as
intangible assets.
Computer software costs are amortised over their estimated useful lives from three to ten years for specialised software which is expected to provide benefits over those periods. Other costs in respect of computer software are
recognised as an expense or capitalised as part of inventory costs as incurred.
The assets’ useful lives and residual values are reviewed and adjusted, if appropriate, at each financial reporting date. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount.
(f) Revenue
Revenue represents the fair value of consideration received or receivable, net of value-added tax. Revenue is recognised at the point in time when control over the property has been transferred to the customer, which occurs at legal
completion. Revenue is measured at the transaction price agreed under the contract.
Booking and contract deposits on units sold by the Group are held by the Group’s legal advisors, externally to the Group, until legal completion of the sale, at which point all such deposits and the final payment are paid to the Group
and recognised as revenue. Where a multiple unit contract involves a number of phases being delivered over phased delivery dates, the Group recognises revenue on legal completion of each phase when control passes to the
customer, with each phase having its own pre-agreed pricing for a defined number of units and a pre-determined handover date.
Rental income is recognised on a straight-line basis over the life of the operating lease. This income principally arises from properties let on a short-term basis.
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(g) Inventories
Units in the course of development and completed units are valued at the lower of cost and net realisable value. Cost includes the cost of land, raw materials, stamp duty, direct labour, direct wages and salaries and development
costs, but excludes indirect overheads. Land purchased for development, including land in the course of development, is initially recorded at cost. For development property acquired through business combinations, cost is the sum
of the fair value at acquisition plus subsequent direct costs. The Group’s developments can take place over several reporting periods and the Group has to allocate site-wide development costs between units built in the current year
and in future years. It also has to estimate the costs to completion of such developments. In making these assessments, which impact on estimating the appropriate amounts from inventories to be recognised as cost of sales on
units sold, there is a degree of inherent uncertainty.
The Group is predominantly involved in the development of residential property units for sale. Because the nature of such individual units is that they are produced in large quantities on a repetitive basis over a relatively short period
of time, the Group’s inventories are not considered to be qualifying assets for the purposes of capitalisation of borrowing costs.
Inventories are carried at the lower of cost and net realisable value, such that provision is made, where appropriate, to reduce the value of inventories to their net realisable value.
Where a site has commenced selling units, the Group compares the margin recognised on a site in the year to the forecast margin on a site over the life of the development, taking account of updated sales prices and cost estimates.
Where a site has not yet commenced selling, the Group compares the most recent forecast to prior forecasts for that site. The Group assesses whether any such updated margin forecasts indicate that the inventory balance needs to
be adjusted to reflect the net realisable value.
Where a site purchased for redevelopment includes existing rental properties which will be demolished or vacated as part of the planned redevelopment of the site, the full cost of the site is classified within inventories.
Contract deposits for purchases of development property are recognised as deposits when paid and are transferred to inventories on legal completion of the contract when the remainder of the contract price is paid.
(h) Share-based payments
The Group has issued equity-settled share-based payments to certain employees (long-term incentive awards, Stretch CEO Long- term incentive plan, restricted share unit awards and share options).
The grant-date fair value of equity-settled share-based payment awards granted to employees is generally recognised as an expense, with a corresponding increase in equity over the vesting period of the awards. The amounts
recognised as an expense are adjusted to reflect the number of awards for which the related service and non-market performance conditions are expected to be met, such that the amount ultimately recognised is based on the
number of awards that meet the related service and non-market performance conditions, where applicable at the vesting date.
The amount recognised as an expense is not adjusted for market conditions not being met. For share-based payment awards with non-vesting conditions, the grant-date fair value of the share-based payment is measured to reflect
such conditions and there is no true-up for differences between expected and actual outcomes.
(i) Taxation
Tax expense comprises current tax and deferred tax. Tax expense is recognised in profit or loss except to the extent that it relates to a business combination or items recognised in other comprehensive income or equity.
Current tax is the expected tax payable on taxable profit or loss for the period and any adjustment to tax payable in respect of previous years. It is measured using tax rates that have been enacted or substantively enacted by the
reporting date.
Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for:
• temporary differences relating to investments in subsidiaries to the extent that the Group is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable
future; and
• taxable temporary differences arising on the initial recognition of goodwill.
Deferred tax assets are recognised for unused tax losses, unused tax credits and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be used.
Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised; such reductions are reversed when the probability of future taxable
profits improves. Unrecognised deferred tax assets are reassessed at each reporting date and recognised to the extent that it has become probable that future taxable profits will be available against which they can be used.
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Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2023
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Corporate Governance
Financial Statements
3. Material Accounting Policies continued
Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, using tax rates enacted or substantively enacted at the reporting date. The measurement of deferred tax reflects
the tax consequences that would follow from the manner in which the Group expects, at the reporting date, to recover or settle the carrying amounts of its assets and liabilities.
The Group has adopted international Tax Reform- Pillar Two Model Rules (Amendments to IAS 12) upon their release on 23 May 2023. The amendments provide a temporary mandatory exception from deferred tax accounting for
the top-up tax, which is effective immediately, and require new disclosures about the Pillar Two exposure. (See Note 10) The mandatory exception applies retrospectively. However, because no new legislation to implement the top-
up tax was enacted or substantively enacted at 31 December 2023 in the jurisdiction in which the Group operates and no related deferred tax was recognised at that date, the retrospective application has no impact on the Group’s
consolidated financial statements.
The measurement of uncertain tax positions within tax assets and liabilities requires judgement in interpreting tax legislation and current case law in order to estimate the amount to be recognised. In line with accounting standards,
the Group reflects the effect of an uncertainty using either the “most likely amount” method or the “expected value” method, as appropriate for the particular uncertainty.
(j) Pensions
The Group operates defined contribution schemes for employees. The Group’s contributions to the schemes are charged to profit or loss in the year in which the contributions fall due.
(k) Construction bonds receivables
Construction bonds are development bonds that are put in place with local authorities or utility providers until development sites are fully completed and conditions of planning have been met. All construction bonds are considered
current assets as they will be realised in the Group’s normal operating cycle, which is such that a proportion of construction bonds will not be recovered within 12 months. Construction bonds not recoverable in 12 months are
disclosed in note 17.
(l) Cash and cash equivalents
Cash and cash equivalents include cash and bank balances in bank accounts with no notice or on short-term deposits which are subject to insignificant risk of changes in value.
Any cash and bank balances that are not available for use by the Group are presented as restricted cash. Amounts of restricted cash which are restricted from being exchanged or used to settle a liability for at least 12 months after the
end of the reporting year are classified as non-current assets.
(m) Provisions
Provisions are recognised in the statement of financial position when the Group has a present legal or constructive obligation as a result of a past event and it is probable that an outflow of economic benefits will be required to settle
the obligation, and the amount can be reliably estimated.
(n) Ordinary shares
Incremental costs directly attributable to the issue of ordinary shares, net of any tax effects, are recognised as a deduction from equity through retained earnings.
(o) Exceptional items
Items that are material in size and unusual or infrequent are presented as exceptional items in the statement of profit or loss and other comprehensive income. The Directors are of the opinion that the separate presentation of
exceptional items, where applicable, provides helpful information about the Group’s underlying business performance.
(p) Segmental reporting
Operating segments are reported in a manner consistent with the internal organisational and management structure and the internal reporting information provided to the Chief Operating Decision Maker (“CODM”) (designated as
the Board of Directors), which is responsible for allocating resources and assessing performance of operating segments.
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(q) Finance income and costs
Interest income and expense is recognised using the effective interest method. The effective interest method is a method of calculating the amortised cost of a financial asset or financial liability (or group of financial assets or financial
liabilities) and of allocating the interest income, interest expense and fees paid and received over the relevant period. Commitment fees in relation to undrawn loan facilities are accounted for on the accruals basis, within finance costs.
The Group is required to capitalise borrowing costs directly attributable to the acquisition, construction and production of a qualifying asset, as part of the costs of that asset. Inventories which are produced in large quantities on a
repetitive basis over a relatively short period of time are not qualifying assets. The Group does not generally produce qualifying assets.
(r) Financial instruments
(i) Financial assets and financial liabilities
Under IFRS 9, financial assets and financial liabilities are initially recognised at fair value and are subsequently measured based on their classification as described below. Their classification depends on the purpose for which the
financial instruments were acquired or issued, their characteristics and the Group’s designation of such instruments. IFRS 9 requires that all financial assets and financial liabilities be classified as fair value through profit or loss
(“FVTPL”), amortised cost or fair value through other comprehensive income (“FVOCI”).
(ii) Classification of financial instruments
The following summarises the classification and measurement the Group has elected to apply to each of its significant categories of financial instruments:
Type
Financial assets
Cash and cash equivalents
Trade and other receivables
Derivatives
Financial liabilities
Loans and borrowings
Trade payables and accruals, including deferred consideration
IFRS 9 classification
Amortised cost
Amortised cost
Fair value (cash flow
hedge accounting)
Amortised cost
Amortised cost
(iii) Trade and other receivables
Trade and other receivables are initially recognised at fair value when they are originated and are subsequently measured at amortised cost using the effective interest method. The amortised cost is reduced by impairment losses,
which are measured using an expected credit loss model. Any interest income and impairment are recognised in profit or loss. Any gain or loss on derecognition is recognised in profit or loss.
(iv) Financial liabilities
Financial liabilities are initially recognised at fair value and are subsequently measured at amortised cost using the effective interest method.
(v) Derecognition and modification of financial liabilities
The Group derecognises a financial liability when it is extinguished (when its contractual obligations are discharged or cancelled, or expire).
The Group also derecognises a financial liability when there is a substantial modification of the liability. A substantial modification is deemed to have occurred when the present value of the cash flows under the modified terms,
discounted using the original effective interest rate, is at least 10% different from the discounted present value of the remaining cash flows under the original terms. If the financial liability is deemed to have been substantially
modified, a new financial liability is recognised at fair value. The difference between this fair value and the previous carrying amount of the financial liability prior to its derecognition is recognised in profit or loss.
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126
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2023
Strategic Report
Corporate Governance
Financial Statements
3. Material Accounting Policies continued
(v) Derecognition and modification of financial liabilities continued
A non-substantial modification of a financial liability is deemed to have occurred when the present value of the cash flows under the modified terms, discounted using the original effective interest rate, is less than 10% different
from the discounted present value of the remaining cash flows under the original terms, and there are no other qualitative factors which indicate that a substantial modification has occurred. For non-substantial modifications,
the amortised cost of the liability is recalculated by discounting the modified cash flows at the original effective interest rate and any resulting gain or loss is recognised in profit or loss. For non-substantial modifications where the
impact is that the interest on floating rate liabilities has been repriced at current market terms, the original effective interest rate is adjusted to reflect the current market terms at the time of the modification. Any costs and fees
directly attributable to the modification of the financial liability are recognised as an adjustment to the carrying amount of the modified financial liability and amortised over its remaining term under the effective interest method.
Any unamortised costs attributable to the original financial liability, with the exception of unamortised arrangement fees, are recognised as an adjustment to the carrying amount of the modified financial liability and amortised
over the remaining term of the modified liability under the effective interest method. Unamortised arrangement fees relating to the original financial liability are recognised in profit or loss on modification.
(vi) Derivatives and hedging
The Group has transacted derivatives relating to an interest rate swap to manage the interest rate risk arising from floating rate borrowings. Derivatives are initially recognised at fair value on the date a derivative contract is entered into,
and they are subsequently remeasured to their fair value at the end of each reporting period. The accounting for subsequent changes in fair value depends on whether the derivative is designated as a hedging instrument and, if so, the
nature of the item being hedged. The group designates certain derivatives as hedges of a particular risk associated with the cash flows of recognised assets and liabilities and highly probable forecast transactions (cash flow hedges).
Changes in the fair value of derivative hedging instruments designated as cash flow hedges are recognised in other comprehensive income to the extent that the hedge is effective. The gain or loss relating to the ineffective portion is
recognised immediately in profit or loss.
Amounts accumulated in other comprehensive income are reclassified to profit or loss in the same periods that the hedged items affect profit or loss. The reclassified gain or loss relating to the effective portion of interest rate swaps
hedging variable rate borrowings is recognised in profit or loss within finance income or costs respectively.
If the hedging instrument no longer meets the criteria for hedge accounting, expires or is sold, terminated or exercised, then hedge accounting is discontinued prospectively. The cumulative gain or loss previously recognised in
other comprehensive income remains there until the forecast transaction occurs, unless the hedged transaction is no longer expected to occur, in which case the cumulative gain or loss that was previously recognised in other
comprehensive income is transferred to profit and loss.
At inception of the hedge relationship, the Group documents the economic relationship between hedging instruments and hedged items, including whether changes in the cash flows of the hedging instruments are expected to
offset changes in the cash flows of hedged items. The Group documents its risk management objective and strategy for undertaking its hedge transactions.
The full fair value of a hedging derivative is classified as a non-current asset or liability when the remaining maturity of the hedged item is more than 12 months; it is classified as a current asset or liability when the remaining maturity
of the hedged item is less than 12 months.
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Financial Statements
4. Measurement of Fair Values
Certain of the Group’s accounting policies and disclosures require the determination of fair value, for both financial and non-financial assets and liabilities. Fair value is defined in IFRS 13, Fair Value Measurement, as the price that would
be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When measuring the fair value of an asset or a liability, the Group uses observable market data
as far as possible.
Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques, as follows:
• Level 1: quoted prices, (unadjusted) in active markets for identical assets or liabilities;
• Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
• Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
If the inputs used to measure the fair value of an asset or a liability fall into different levels of the fair value hierarchy, then the fair value measurement is categorised in its entirety in the same level of the fair value hierarchy as the
lowest level input that is significant to the entire measurement.
The Group recognises transfers between levels of the fair value hierarchy at the end of the reporting year during which the change has occurred.
Further disclosures about the assumptions made in measuring fair values are included in Note 29 Financial Instruments and Risk Management.
5. Segmental Information
Segmental information is presented on the same basis as that used for internal reporting purposes. Operating segments are reported in a manner consistent with the internal reporting provided to the CODM. The CODM has been
identified as the Board of Directors of the Company.
Having considered the criteria in IFRS 8 Operating Segments and considering how the Group manages its business and allocates resources, the Group has determined that it has one reportable segment. The Group is managed as a
single business unit, building and property development. As the Group operates in a single geographic market, Ireland, no geographical segmentation is provided.
6. Revenue
Residential property sales
Residential site and other sales
Revenue from contracts with customers
Other revenue
Income from property rental
Residential property sales
Houses and duplexes
Apartments
2023
€’000
649,879
16,902
666,781
26
666,807
2023
€’000
382,903
266,976
649,879
2022
€’000
610,813
6,407
617,220
137
617,357
2022
€’000
342,299
268,514
610,813
Cairn Homes plc | Annual Report 2023
128
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2023
7. Administrative Expenses
Employee benefits expense (Note 9)
Other expenses
8. Finance Costs
Interest expense on financial liabilities measured at amortised cost
Cashflow hedges-reclassified from other comprehensive income
Other finance costs
Interest on lease liabilities (Note 12)
Strategic Report
Corporate Governance
Financial Statements
2023
€’000
22,518
11,711
34,229
2023
€’000
13,331
(80)
661
206
14,118
2022
€’000
19,785
11,391
31,176
2022
€’000
8,600
70
782
193
9,645
Interest expense includes interest and amortised arrangement fees and issue costs on the drawn term loans, revolving credit facility and loan notes. Other finance costs include commitment fees on the undrawn element of the
revolving credit facility.
9. Statutory and Other Information
(i) Employees
The average number of persons employed by the Group (including Executive Directors) during the year was:
Number of employees
The aggregate payroll costs of these employees were:
Wages and salaries
Social welfare costs
Pension costs – defined contribution schemes
Share-based payments charge
Amounts capitalised into inventories
Amounts capitalised into intangibles
Employee benefits expense
Cairn Homes plc | Annual Report 2023
2023
345
2022
321
2023
€’000
36,634
4,049
1,350
7,075
49,108
(25,987)
(603)
22,518
2022
€’000
31,506
3,539
1,065
7,004
43,114
(23,070)
(259)
19,785
129
(ii) Other information
Net foreign currency loss recognised in profit or loss
Auditor’s remuneration
Audit of Group, Company and subsidiary financial statements
Other assurance services
Tax advisory services
Other non-audit services
Auditor’s remuneration for the audit of the Company financial statements was €20,000 (2022: €15,000).
Directors’ remuneration
Salaries, fees and other emoluments
Pension contributions – defined contribution schemes
Gains on vesting of awards under LTIP scheme
10. Taxation
Current tax charge for the year
Corporation tax – current year
Adjustment in respect of prior year
Deferred tax credit for the year (Note 23)
Total tax charge
The tax assessed for the year differs from the standard rate of tax in Ireland. The differences are explained below.
Profit before tax
Tax charge at standard Irish income tax rate of 12.5%
Effects of:
Expenses not deductible for tax purposes
Adjustment in respect of prior year
Total tax charge
Strategic Report
Corporate Governance
Financial Statements
2023
€’000
–
339
30
90
73
532
2,572
100
912
3,584
2023
€’000
13,951
40
13,991
–
13,991
2023
€’000
99,423
12,428
1,523
40
13,991
2022
€’000
–
314
30
89
72
505
2,452
120
–
2,572
2022
€’000
13,088
23
13,111
(669)
12,442
2022
€’000
93,472
11,684
735
23
12,442
Global minimum top-up tax
The Group operates in Ireland, which has enacted new legislation to implement the global minimum top-up tax. The Group does not expect to be subject to the top-up tax in relation to its operations in Ireland in the medium term.
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130
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2023
11. Property, Plant and Equipment
Strategic Report
Corporate Governance
Financial Statements
Leasehold
improvements
€’000
Motor
vehicles
€’000
Computers &
equipment
€’000
2023
Total
€’000
9,729
1,689
(18)
11,400
(3,940)
(1,358)
18
2,860
45
–
2,905
(567)
(261)
–
(828)
77
–
(18)
59
(68)
(8)
18
(58)
6,792
1,644
–
8,436
(3,305)
(1,089)
–
(4,394)
(5,280)
2,077
1
4,042
6,120
Cost
At 1 January 2023
Additions
Disposals
At 31 December 2023
Accumulated depreciation
At 1 January 2023
Depreciation
Disposals
At 31 December 2023
Net book value
At 31 December 2023
The main additions during the period related to equipment purchases for construction sites and equipment. Depreciation of €1.206 million (2022: €0.749 million) in relation to construction related assets was included in construction
work in progress in inventories. All property, plant and equipment is pledged as security against the Group’s borrowings (Note 21).
Cost
At 1 January 2022
Additions
At 31 December 2022
Accumulated depreciation
At 1 January 2022
Depreciation
At 31 December 2022
Net book value
At 31 December 2022
Cairn Homes plc | Annual Report 2023
Leasehold
improvements
€’000
Motor
vehicles
€’000
Computers &
equipment
€’000
483
2,377
2,860
(394)
(173)
(567)
77
–
77
(49)
(19)
(68)
3,566
3,226
6,792
(2,518)
(787)
(3,305)
2022
Total
€’000
4,126
5,603
9,729
(2,961)
(979)
(3,940)
2,293
9
3,487
5,789
131
Strategic Report
Corporate Governance
Financial Statements
12. Leases
The Group leases its central support office property and certain motor vehicles. The office lease formed the majority of the right of use assets and lease liabilities balance as at 31 December 2023 and 31 December 2022. The discount
rate attributed to the office lease is 2.6%. Disposals in the year ended 31 December 2023 relate to the previous central support office lease.
The additions during the year ended 31 December 2023 relate to vehicle leases and have various commencement dates throughout the year. The average discount rate associated with these leases is 6.21% which reflects Group’s
incremental borrowing rate at the date of commencement.
Right of use assets
Cost
At 1 January
Additions
Disposal
At 31 December
Accumulated depreciation
At 1 January
Disposal
Depreciation
At 31 December
Net book value
At 31 December
Lease liabilities
Current liabilities
Repayable within one year
Non-current liabilities
Repayable as follows:
Between one and two years
Between two and five years
Greater than five years
Total lease liabilities
2023
€’000
8,190
391
(1,442)
7,139
(2,187)
1,442
(837)
(1,582)
2022
€’000
1,615
6,575
–
8,190
(1,125)
–
(1,062)
(2,187)
5,557
6,003
2023
€’000
937
937
927
2,244
2,319
5,490
6,427
2022
€’000
761
761
806
2,194
3,036
6,036
6,797
Cairn Homes plc | Annual Report 2023
132
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2023
12. Leases continued
The movements in total lease liabilities during 2023 and 2022 were as follows:
At 1 January
Additions
Interest on lease liabilities (Note 8)
Lease payments
At 31 December
The undiscounted remaining contractual cash flows for leases at 31 December 2023 were as follows:
As at 31 December 2023
Lease liabilities
The undiscounted remaining contractual cash flows for leases at 31 December 2022 were as follows:
As at 31 December 2022
Lease liabilities
Strategic Report
Corporate Governance
Financial Statements
2023
€’000
6,797
391
206
(967)
6,427
2022
€’000
632
6,575
193
(603)
6,797
Contractual cash flows
6 months
or less
€’000
6-12 months
€’000
1-2 years
€’000
2-5 years
€’000
5 years +
€’000
(564)
(558)
(1,077)
(2,543)
(2,428)
Contractual cash flows
6 months
or less
€’000
6-12 months
€’000
1-2 years
€’000
2-5 years
€’000
5 years +
€’000
(437)
(505)
(971)
(2,540)
(3,236)
Total
€’000
(7,170)
Total
€’000
(7,689)
Cairn Homes plc | Annual Report 2023
133
13. Intangible Assets
Software
Cost
At 1 January
Additions
Disposals
At 31 December
Accumulated amortisation
At 1 January
Amortisation
At 31 December
Net book value
At 31 December
Strategic Report
Corporate Governance
Financial Statements
2023
€’000
2022
€’000
4,282
2,401
(53)
6,630
(1,239)
(1,180)
(2,419)
2,199
2,083
–
4,282
(765)
(474)
(1,239)
4,211
3,043
2023
€’000
2022
€’000
436
847
During the year ended 31 December 2023 payroll costs totalling €0.6 million (2022: €0.3 million) were capitalised into Intangible assets (Note 9).
14. Derivatives and cashflow hedge reserve
Non-current assets
Derivative financial instruments
Interest rate swaps – cash flow hedges
The Group has an interest rate swap (“swap”) in respect of €18.75 million of its €77.5 million syndicate term loan. The interest rate swap has a fixed interest rate of 1.346% and variable interest rate of three-month Euribor. The fair
value of the swap as at 31 December 2023 was €436,000 (2022: €847,000). Changes in the fair value of derivative hedging instruments designated as cash flow hedges are recognised in the cashflow hedge reserve to the extent that
the hedge is effective. Any gain or loss relating to the ineffective portion is recognised in profit or loss in the period incurred. The hedge was fully effective for the year ended 31 December 2023 and the year ended 31 December 2022.
Amounts accounted for in the cashflow hedge reserve in respect of the swap during the current and prior year have been set out in the Consolidated Statement of Changes in Equity on page 115.
The full fair value of a hedging derivative is classified as a non-current asset or liability when the remaining maturity of the hedged item is more than 12 months; it is classified as a current asset or liability when the remaining maturity
of the hedged item is less than 12 months.
Cashflow hedge reserve
The cashflow hedge reserve comprises the effective portion of the cumulative net change in the fair value of hedging instruments used in cash flow hedges pending subsequent recognition in profit or loss or directly included in the
initial cost or other carrying amount of a non-financial asset or non–financial liability.
Cairn Homes plc | Annual Report 2023
134
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2023
Strategic Report
Corporate Governance
Financial Statements
15. Equity-accounted investee
In 2022 the Group acquired an 80.57% shareholding in a joint venture arrangement, Clonburris Infrastructure Limited. The remaining shareholding is shared between the other parties. The business of Clonburris Infrastructure Limited
is to procure the planning, design, construction and delivery of the infrastructure in the Clonburris strategic development zone.
Clonburris Infrastructure Limited has three directors who are appointed to represent each of the shareholders of the company and all directors have equal voting rights. Although the Group has the largest shareholding, it can only
appoint one director with the other directors being appointed by the remaining shareholders. The voting rights are shared between the three directors equally and unanimous consent is required for all key decisions impacting on
the operations of this entity. Accordingly the Group has classified its interest in Clonburris Infrastructure Limited as a joint venture as it does not have control in its own right over this entity. The movement during 2023 pertains to
the funding and expenses incurred in respect of delivering the infrastructure in the Clonburris strategic development zone.
Opening investment in joint venture
Group’s share of profits
Closing investment In joint venture
Please see note 27 for details of the registered office for Clonburris Infrastructure Limited.
Summarised financial information relating to the Clonburris Infrastructure Limited is as follows:
Summarised statement of financial position for Clonburris Infrastructure Limited
Non-current assets
Current assets
Current liabilities
Non-current liabilities
Net assets of Clonburris Infrastructure Limited (100%)
Percentage ownership interest by the Group
Group share of net assets recognised as investment in joint venture (80.57%)
Summarised income statement of Clonburris Infrastructure Limited
Revenue
Operating expenses
Tax
Profit for the year (100%)
Group share of profit for year recognised in profit or loss (80.57%)
Cairn Homes plc | Annual Report 2023
2023
€’000
85
152
237
2023
€’000
–
1,134
(839)
–
295
2022
€’000
–
85
85
2022
€’000
–
573
(468)
–
105
80.57%
237
80.57%
85
13,895
(13,706)
–
189
152
614
(509)
–
105
85
135
16. Inventories
Land held for development
Construction work in progress
Strategic Report
Corporate Governance
Financial Statements
2023
€’000
609,160
334,257
943,417
2022
€’000
628,326
339,016
967,342
Land held for development includes strategic land acquisitions during the year ended 31 December 2023 of €57.9 million (2022: €32.1 million).
The Directors consider that all inventories are essentially current in nature although the Group’s operational cycle is such that a considerable proportion of inventories will not be realised within 12 months. It is not possible to determine
with accuracy when specific inventories will be realised as this will be subject to a number of factors such as consumer demand and the timing of planning permissions.
The cost of inventories includes direct labour costs and other direct wages and salaries as well as the cost of land, raw materials, and other direct costs. During the year ended 31 December 2023 no direct wages and salaries for
employees in construction related roles were estimated to be non-productive and therefore all such costs were included in the cost of inventories. During the prior year ended 31 December 2022, €0.1 million of direct wages and
salaries for employees in construction related roles were estimated to be non-productive and such costs were included in administrative expenses; all other direct wages and salaries for employees in construction related roles
were included in the cost of inventories.
As the build costs on each development can take place over a number of reporting periods the determination of the cost of sales to release on each sale is dependent on up to date cost forecasting and expected profit margins across
the various developments. The Directors review forecasting and profit margins on a regular basis and have incorporated any additional costs as a result of inflation. The Directors have also considered the impact of climate change
and the Group’s 2023 commitment to the Science Based Targets initiative (SBTi) Net Zero standard as well as any additional costs, savings and revenues associated with climate risks or opportunities as identified in the Task Force on
Climate- Related Financial Disclosures on pages 34 to 39 of the annual report in relation to costs and expected profit margins. There has been no other material impact identified on the financial reporting judgements and estimates
as a result of climate change. Nearer-term costs are largely fixed as they are in most cases fully procured, and others are variable and particular focus has been given to these items to ensure they are accurately reflected in forecasts
and profit margins. There is a risk that one or all of the assumptions may require revision as more information becomes available, with a resulting impact on the carrying value of inventories or the amount of profit recognised. The risk
is managed through ongoing development profitability reforecasting with any necessary adjustments being accounted for in the relevant reporting period.
All active developments on which construction has commenced are profitable and due to the forecasting process by which cost of sales is determined as referred to above, the Directors therefore concluded that the net realisable
value of active sites was greater than their carrying amount at 31 December 2023 and hence those sites were not impaired.
All developments on which construction has not yet commenced were also assessed for impairment at 31 December 2023. This assessment was based on the current development plan for the development, reflecting the number
and mix of units expected to be built. For each of these developments, the forecast revenue based on current market prices was greater than the sum of the site cost and the estimated construction costs. The Directors therefore
concluded that the net realisable value of sites on which construction has not yet commenced was greater than their carrying amount at 31 December 2023 and hence those developments were not impaired.
There were no reasonably foreseeable changes in assumptions that would have resulted in an impairment of inventories at 31 December 2023. As a result of the detailed reviews undertaken the Directors are satisfied with the
carrying values of inventories (development land and work in progress), which are stated at the lower of cost and net realisable value, and with the methodology for the release of costs on the sale of inventories.
The total amount charged to cost of sales from inventories during the year was €514.8 million (2022: €479.6 million).
Cairn Homes plc | Annual Report 2023
136
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2023
Strategic Report
Corporate Governance
Financial Statements
17. Trade and Other Receivables
Trade receivables
Prepayments
Construction bonds
Other receivables
2023
€’000
32,706
1,152
16,533
3,666
54,057
2022
€’000
3,517
1,015
14,654
1,261
20,447
Trade receivables relate to remaining amounts due in relation to residential property sales to institutional investors and approved housing bodies. Included within trade receivables is a balance of €22.1 million which relates to funds
due from an approved housing body. These funds were received in full after the year end.
The Directors consider that all construction bonds are current assets as they will be realised in the Group’s normal operating cycle, which is such that a proportion of construction bonds will not be recovered within 12 months.
It is estimated that €9.3 million (2022: €9.6 million) of the construction bond balance at 31 December 2023 will be recovered after more than 12 months from that date.
The carrying value of all trade and other receivables is approximate to their fair value.
18. Cash and Cash Equivalents
Cash and cash equivalents
2023
€’000
25,553
2022
€’000
21,711
Cash deposits are made for varying short-term periods depending on the immediate cash requirements of the Group. All deposits can be withdrawn without any changes in value and accordingly the fair value of cash and cash
equivalents is identical to the carrying value.
Cairn Homes plc | Annual Report 2023
137
Strategic Report
Corporate Governance
Financial Statements
19. Share Capital and Share Premium
Authorised
Ordinary Shares of €0.001 each
Founder Shares of €0.001 each
Deferred Shares of €0.001 each
A Ordinary Shares of €1.00 each
Total authorised share capital
Issued and fully paid
As at 31 December 2023
Ordinary Shares of €0.001 each
Founder Shares of €0.001 each
Deferred Shares of €0.001 each
Total issued and fully paid
Issued and fully paid
As at 31 December 2022
Ordinary Shares of €0.001 each
Founder Shares of €0.001 each
Deferred Shares of €0.001 each
Total issued and fully paid
Number
1,000,000,000
100,000,000
120,000,000
20,000
Number
2023
€’000
Number
1,000 1,000,000,000
100
120
20
1,240
Share
capital
€’000
100,000,000
120,000,000
20,000
Share
premium
€’000
2022
€’000
1,000
100
120
20
1,240
Total
€’000
654,888,041
655
201,100
201,755
–
–
–
–
–
–
–
–
655
201,100
201,755
Number
685,777,452
19,182,149
19,980,000
Share
capital
€’000
Share
premium
€’000
Total
€’000
686
19
20
725
199,597
200,283
19
–
38
20
199,616
200,341
The Company has four authorised classes of shares: Ordinary Shares; A Ordinary Shares; Founder Shares; and Deferred Shares.
On 5 December 2023, the issued Founder and Deferred shares were cancelled. There was no consideration received in respect of these cancelled shares.
The holders of Deferred Shares did not have voting rights at meetings and were not entitled to receive dividends except for the right to receive €1 in aggregate for every €100,000,000,000 paid to the holders of Ordinary Shares.
Potential entitlements to convert Founder shares to ordinary shares expired on 30 June 2022 and the remaining balance of €5.582 million held in the share-based payment reserve in relation to Founder shares at that time was
transferred in full to retained earnings.
The holders of A Ordinary Shares (nil issued) are not entitled to receive dividends and do not have voting rights at meetings of the Company.
Cairn Homes plc | Annual Report 2023
138
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2023
Strategic Report
Corporate Governance
Financial Statements
19. Share Capital and Share Premium continued
Share buyback programmes
On 3 March 2023 the Company commenced a €40 million share buyback programme, and on 6 September 2023 the Company increased the size of the share buyback programme by a further €35 million, for a total of €75 million.
As at 31 December 2023 the total cost of shares repurchased under this buyback programme was €42.7 million which was recorded directly in equity in retained earnings. The remaining €32.3 million in the €75 million share buyback
programme is expected to be completed during the first half of 2024 subject to market conditions. In accordance with the share buyback programme, all repurchased shares are subsequently cancelled . 38,739,281 repurchased shares
were cancelled in the year ended 31 December 2023.
In the prior year, the Company completed a €75 million share buyback programme which completed on 24 October 2022. The total cost of the shares repurchased under the share buyback programme was €75.1 million, which was
recorded directly in equity in retained earnings. In accordance with the share buyback programme, all repurchased shares are subsequently cancelled. 65,330,038 repurchased shares were cancelled in the year ended 31 December 2022.
Share issues
On 6 April 2023, 5,331,233 ordinary shares at a nominal value of €0.001 per share in relation to the vesting of the 2020 LTIP were issued. In the prior year, the Company issued 1,175,267 ordinary shares at a nominal value of €0.001 per
share in respect of the vesting of awards under the 2020 restricted share unit plan.
During the year ended 31 December 2023, the Company issued 2,518,637 ordinary shares at a nominal value of €0.001 in relation to the vesting of the 2020 Save as you earn option scheme, and €0.726 million was transferred from
the share-based payments reserve to retained earnings relating to the 2020 vesting.
Other Undenominated Capital
At 1 January
Nominal value of own shares purchased
Cancellation of Deferred and Founder shares
At 31 December
2023
€’000
105
39
39
183
2022
€’000
40
65
–
105
20. Share-Based Payments
Long-Term Incentive Plan (“LTIP”)
The Group operates an equity settled LTIP, which was approved at the May 2017 Annual General Meeting, under which conditional awards of 15,775,886 shares made to employees remain outstanding as at 31 December 2023
(2022: 15,776,346). The shares will vest on satisfaction of service and performance conditions attaching to the LTIP over a three-year period. During the year ended 31 December 2023 the Company issued 5,331,233 of ordinary
shares at par in relation to the vesting of the 2020 LTIP. €4.11 million was transferred from the share-based payments reserve to retained earnings in relation to the 2020 vesting.
The 2021, 2022 and 2023 LTIP awards are subject to both financial and non-financial metrics. 80% of the 2021 and 60% of the 2022 and 2023 awards will vest subject to the achievement of cumulative EPS targets over the three
year performance period from 2021 to 2023, 2022 to 2024 and 2023 to 2025 respectively. 20% of the 2021 award will vest subject to the achievement of stakeholder metrics which includes customer satisfaction performance with
a health and safety underpin. 20% of the 2022 and 2023 awards will vest subject to the achievement of an ROE (Return on Equity) target and 20% subject to the achievement of a biodiversity target.
Awards to Executive Directors and senior management are also subject to an additional two-year holding period after vesting.
The Group recognised a charge related to the LTIP during the year ended 31 December 2023 of €4.390 million (2022: €5.175 million) of which €3.332 million (2022: €3.798 million ) was charged to administrative expenses in profit
or loss and a charge of €1.058 million (2022: €1.377 million) was included in construction work in progress within inventories. Conditional awards of 6,187,597 shares were made to employees under the LTIP in the year ended
31 December 2023.
Cairn Homes plc | Annual Report 2023
139
Strategic Report
Corporate Governance
Financial Statements
The number of outstanding conditional share awards under the LTIP are as follows:
Outstanding at beginning of year
Forfeited during the year
Vesting during the year
Granted during the year
Outstanding at end of year
2023
€’000
2022
€’000
15,776,346
10,717,994
(856,824)
(5,331,233)
(354,154)
–
6,187,597
5,412,506
15,775,886
15,776,346
Dividend Equivalents
The Group operates a dividend equivalent scheme linked to its equity settled LTIP. Under this scheme employees are entitled to shares or cash (the choice of settlement is as determined by the Group) to the value of dividends
declared over the LTIP’s vesting period based on the number of shares that vest. During the period ended 31 December 2023 the Group settled dividend equivalents in cash of €0.459 million and this amount was deducted from
the share-based payment reserve.
The Group recognised a charge related to dividend equivalents during the year ended 31 December 2023 of €0.669 million (2022: €0.905 million) of which €0.473 million (2022: €0.640 million) was charged to administrative expenses
in profit or loss and a charge of €0.196 million (2022: €0.265 million) was included in construction work in progress within inventories.
Stretch CEO LTIP
On 31 August 2023 shareholders approved the adoption and implementation of an additional LTIP to deliver certain bespoke awards of shares to the Company’s CEO, Mr. Michael Stanley (the “Stretch CEO LTIP”). The award is
structured in two tranches, with an equal number of ordinary shares in the capital of the Company granted to the CEO in each of 2023 and 2024. The 2023 Award will be subject to a three-year performance period (2023-2025) and the
2024 Award will be subject to a four-year performance period (2023-2026), both from the baseline year of 2022 and subject to the achievement of certain performance conditions linked to profit after tax and ROE (Return on Equity)
weighted 75% and 25% respectively.
The 2023 award was granted in 2023, at a value of €3.5 million, with the number of conditional share awards determined by the closing share price on the evening preceding the grant date. The number of conditional share awards to
be granted under the 2024 award will be identical to the first award. The 2023 grant took place on 8 September 2023 with a grant price of €1.108 per share equating to 3,158,845 ordinary shares.
Due to the nature of the awards and given that the performance period for the 2023 and 2024 awards commenced on 1 January 2023, the Group recognised a charge in profit or loss related to the Stretch CEO LTIP of €1.899 million
(2022: €nil) during the year ended 31 December 2023.
The Group purchased 2,409,797 shares, for the purpose of the stretch CEO LTIP, at a total cost of €3.196 million during the year ended 31 December 2023 which was recorded directly in equity in treasury shares. From 1 January 2024
to 9 January 2024 an additional 749,048 shares were purchased by the Group at a cost of €1.0 million. A trust structure has been set up with Computershare Trustees (Jersey) Limited to hold these shares until any future vesting arises.
Save as you earn scheme
The Group operates a Revenue approved savings related share option scheme (“save as you earn scheme”), which was approved at the May 2019 Annual General Meeting, under which the Group recognised a charge during the year
ended 31 December 2023 of €0.117 million (2022: €0.276 million) of which €0.048 million (2022: €0.101 million) was charged to profit or loss and €0.069 million (2022: €0.175 million) was included in construction work in progress
within inventories.
During the year ended 31 December 2023, the Company issued 2,518,637 ordinary shares for consideration of €1.487 million in relation to the vesting of the 2020 option scheme. This resulted in €1.484 million being included in share
premium. €0.726 million was transferred from the share-based payments reserve to retained earnings in relation to the 2020 vesting.
Cairn Homes plc | Annual Report 2023
140
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2023
Strategic Report
Corporate Governance
Financial Statements
20. Share-Based Payments continued
Restricted share unit plan
The Group operated a restricted share unit plan, which was approved at the Annual General Meeting on 20 May 2020, under which no remaining conditional awards of shares made to employees remain outstanding as at
31 December 2023 (2022: nil). The Group did not recognise a charge relating to these restricted share units during the year ended 31 December 2023 as the restricted share unit plan is no longer in place (31 December 2022 charge:
of €0.648 million, of which €0.495 million was charged to profit or loss and €0.153 million was included within construction work in progress within inventories).
Other share options
500,000 ordinary share options were issued in the year ended 31 December 2015, to a Director at that time, of which none have been exercised as at 31 December 2023. 200,000 of these share options were exercised in January 2024.
250,000 of these options vested during 2018 and the remaining 250,000 vested during 2019. The exercise price of each ordinary share option is €1.00. At grant date, the fair value of the options that vested during 2018 was calculated
at €0.219 per share while the fair value of options that vested during 2019 was calculated at €0.220 per share. The related charge to profit or loss during the year ended 31 December 2023 was €nil (2022: €nil).
21. Loans and Borrowings
Bank and other loans
Current liabilities
Repayable within one year
Non-current liabilities
Repayable as follows:
Between one and two years
Between two and five years
Greater than five years
Total
2023
€’000
2022
€’000
14,992
14,992
14,992
143,844
–
158,836
173,828
–
–
14,992
155,999
–
170,991
170,991
As at 31 December 2023, the group has a €277.5 million syndicate facility comprising a Sustainability Linked term loan (€77.5 million) and revolving credit facility (€200.0 million) with Allied Irish Banks plc, Bank of Ireland plc
and Barclays Bank Ireland plc, repayable on 30 June 2027. The €77.5 million term loan was fully drawn at 31 December 2023 and 31 December 2022. The drawn revolving credit facility at 31 December 2023 was €25.0 million
(2022: €22.5 million).
Additionally, the Group has €72.5 million of loan notes with Pricoa Capital Group, repayable on 31 July 2024 (€15.0 million), 31 July 2025 (€15.0 million) and 31 July 2026 (€42.5 million).
All debt facilities are secured by a debenture incorporating fixed and floating charges and assignments over all the assets of the Group. The carrying value of inventories as at 31 December 2023 pledged as security is €943.4 million
(€967.3 million as at 31 December 2022).
The amount presented in the financial statements is net of related unamortised arrangement fees and transaction costs of €1.2 million (2022: €1.5 million).
Cairn Homes plc | Annual Report 2023
141
Strategic Report
Corporate Governance
Financial Statements
22. Reconciliation of Movement of Liabilities to Cash Flows Arising from Financing Activities
Balance at 1 January 2023
Cash flows from financing activities
Proceeds from borrowings
Repayment of loans
Interest and other finance costs paid
Repayment of lease liabilities
Total changes from financing cash flows
Other changes
Amortisation of borrowing costs
Interest and other finance costs for the year
Recognition of lease liabilities for new leases
Total other changes
Balance at 31 December 2023
–
–
–
–
–
–
329
–
–
329
76,348
Term loan
€’000
Revolving
credit facility
€’000
Loan notes
€’000
Loans and
borrowings
Total
(Note 21)
€’000
Liabilities
Accrued
interest and
other finance
costs
€’000
Lease
liabilities
€’000
Total
€’000
76,019
22,500
72,472
170,991
883
6,797
178,671
–
317,500
(315,000)
–
–
2,500
–
–
–
–
–
–
–
–
–
–
8
–
–
8
–
317,500
(315,000)
–
–
–
–
–
(13,866)
–
2,500
(13,866)
337
–
–
337
–
13,655
–
13,655
672
–
–
–
(206)
(761)
(967)
–
206
391
597
6,427
–
317,500
(315,000)
(14,072)
(761)
(12,333)
337
13,861
391
14,589
180,927
25,000
72,480
173,828
Cairn Homes plc | Annual Report 2023
142
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2023
22. Reconciliation of Movement of Liabilities to Cash Flows Arising from Financing Activities continued
Strategic Report
Corporate Governance
Financial Statements
Balance at 1 January 2022
Cash flows from financing activities
Proceeds from borrowings
Repayment of loans
Interest and other finance costs paid
Repayment of lease liabilities
Total changes from financing cash flows
Other changes
Amortisation of borrowing costs
Interest and other finance costs for the year
Recognition of lease liabilities for new leases
Total other changes
Balance at 31 December 2022
23. Deferred Taxation
Movement in net deferred tax liability:
Opening balance
Credit to profit or loss (Note 10)
As at year end
Term loan
€’000
Revolving
credit facility
€’000
Loan notes
€’000
Loans and
borrowings
Total
(Note 21)
€’000
Liabilities
Accrued
interest and
other finance
costs
€’000
Lease
liabilities
€’000
Total
€’000
72,461
149,555
881
632
151,068
77,094
–
75,823
(77,500)
–
–
–
–
278,988
(256,488)
–
–
(1,677)
22,500
602
–
–
602
76,019
–
–
–
–
–
–
–
–
–
–
11
–
–
11
–
354,811
(333,988)
–
–
–
–
–
(8,906)
–
20,823
(8,906)
613
–
–
613
–
8,908
–
8,908
883
22,500
72,472
170,991
–
–
–
(193)
(410)
(603)
–
193
6,575
6,768
6,797
2023
€’000
3,139
–
3,139
–
354,811
(333,988)
(9,099)
(410)
11,314
613
9,101
6,575
16,289
178,671
2022
€’000
3,808
(669)
3,139
Deferred tax arises from temporary differences relating to tax losses (deferred tax asset of €0.476 million at 31 December 2023) and land held for development (net deferred tax liabilities of €3.615 million at 31 December 2023).
The movements in gross deferred tax assets and liabilities are set out below.
2023
Opening balance
Credit/(charge) to profit or loss
Closing balance
Cairn Homes plc | Annual Report 2023
Deferred tax
assets
€’000
Deferred tax
liabilities
€’000
Net deferred
tax liability
€’000
476
–
476
(3,615)
(3,139)
–
–
(3,615)
(3,139)
143
2022
Opening balance
Credit/(charge) to profit or loss
Closing balance
Strategic Report
Corporate Governance
Financial Statements
Deferred tax
assets
€’000
Deferred tax
liabilities
€’000
Net deferred
tax liability
€’000
683
(207)
476
(4,491)
876
(3,615)
(3,808)
669
(3,139)
There has been no movement in the deferred tax liability during the period as there have been no sales on the developments which impact deferred tax. There are unrecognised deferred tax assets of €0.238 million at 31 December 2023
(2022: €0.129 million). As at 31 December 2023, the Group did not recognise any deferred tax related to its right of use assets or lease liabilities, due to the fact that the company holding the majority of these leases within the Group
does not expect to recover the related net deferred tax asset of €0.109 million.
24. Trade and Other Payables
Trade payables
Deferred consideration
Accruals
VAT liability
Other creditors
2023
€’000
22,053
11,810
35,425
27,977
2,079
99,344
2022
€’000
17,956
10,000
43,321
19,721
1,427
92,425
Deferred consideration relates to development land purchased in 2023 and 2021. This has been agreed as payable during 2024. Please see note 29 for details of contractual cashflows relating to this balance.
Other creditors represents amounts due for payroll taxes and Relevant Contracts Tax.
The carrying value of all trade and other payables is approximate to their fair value.
25. Dividends
Dividends of €41.9 million were paid by the Company during the year (2022: €40.7 million). A dividend of 3.10 cent per ordinary share, totalling €21.2 million, was paid on 16 May 2023 and a dividend of 3.10 cent per ordinary share,
totalling €20.7 million, was paid on 6 October 2023. Details of proposed dividends subsequent to the year end are set out in Note 32.
Cairn Homes plc | Annual Report 2023
144
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2023
Strategic Report
Corporate Governance
Financial Statements
26. Related Party Transactions
There were no related party transactions during the year ended 31 December 2023 other than directors’ remuneration. There were no related party transactions during the year ended 31 December 2022 other than directors’
remuneration and the subscription for 8,057 shares in the joint venture undertaking, Clonburris Infrastructure Limited (Note 15) for a nominal value of €81.
Key management personnel compensation (which comprise the Board of Directors of the Company) was as follows:
Short-term employee benefits
Post-employment benefits (pension contributions – defined contribution schemes)
Share-based payment expense – LTIP/Stretch CEO LTIP
Total key management personnel compensation
2023
€’000
2,572
100
2,995
5,667
2022
€’000
2,452
120
1,057
3,629
27. Group Entities
The Company’s subsidiaries and its joint venture undertaking as at 31 December 2023 are set out below. All of the Company’s subsidiaries and its joint venture undertaking are resident in Ireland, with all subsidiaries having a
registered address at 45 Mespil Road, Dublin 4 and the joint venture undertaking having a registered address of Newtown House, Newtown, Eadestown, Naas, Co. Kildare. All Group entities operate in Ireland only.
Subsidiaries
Group company
Cairn Homes Holdings Limited
Cairn Homes Properties Limited
Cairn Homes Construction Limited
Cairn Homes Butterly Limited
Cairn Homes Galway Limited
Cairn Homes Killiney Limited
Cairn Homes Finance Designated Activity Company
Cairn Homes Montrose Limited
Balgriffin Investment No.2 HoldCo Designated Activity Company
Cairn Homes Property Holdco Limited
Cairn Homes Property Holding Three Limited
Cairn Homes Property Holding Four Limited
Cairn Homes Property Holding Eight Limited
Balgriffin Investment No.2 Designated Activity Company
Joint venture undertaking
Group company
Clonburris Infrastructure Limited (Note 15)
Cairn Homes plc | Annual Report 2023
Principal activity
Holding company
Holding of property
Construction company
No activity in period
Holding of property
Holding of property
Financing activities
Holding of property
Holding company
Holding company
No activity in period
No activity in period
No activity in period
No activity in period
Principal activity
Construction company
Company’s holding
Direct
100%
–
–
100%
100%
100%
100%
100%
100%
–
–
–
–
–
Indirect
–
100%
100%
–
–
–
–
–
–
100%
100%
100%
100%
100%
Company’s holding
Direct
–
Indirect
80.57%
145
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Financial Statements
28. Earnings Per Share
The basic EPS for the year ended 31 December 2023 is based on the earnings attributable to ordinary shareholders of €85.5 million (2022: €81.0 million) and the weighted average number of ordinary shares outstanding for the
period.
Profit for the year attributable to the owners of the Company
Numerator for basic and diluted earnings per share
Weighted average number of ordinary shares for the year (basic)
Dilutive effect of options
Dilutive effect of LTIP awards
Denominator for diluted earnings per share
Earnings per share (cent)
– Basic
– Diluted
The diluted earnings per share calculation reflects the dilutive impact of LTIP awards and share options (Note 20).
29. Financial Instruments and Risk Management
The Group has exposure to the following risks arising from financial instruments:
• credit risk;
•
• market risk.
liquidity risk; and
2023
€’000
85,432
85,432
2022
€’000
81,030
81,030
Number of
Shares
673,796,613
41,284
4,738,040
Number of
Shares
703,045,720
31,835
7,306,541
678,575,937
710,384,096
12.7
12.6
11.5
11.4
This note presents information about the Group’s exposure to each of the above risks, the Group’s objectives, policies and processes for measuring and managing risk, and the Group’s management of capital.
(a) Risk management framework
The Board of Directors has overall responsibility for the establishment and oversight of the Group’s risk management framework. Identifying, understanding and managing risk is fundamental to the delivery of our strategy, our
financial performance, and the effectiveness of our business operations. We continue to improve and refine our risk management controls, ensuring they are fully integrated into our activities, from the Board and Executive to site
development, whilst informing business improvement plans and our ongoing strategy.
The Group Audit & Risk Committee keeps under review the adequacy and effectiveness of the Group’s internal financial controls and the internal control and risk management systems.
Cairn Homes plc | Annual Report 2023
146
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2023
Strategic Report
Corporate Governance
Financial Statements
29. Financial Instruments and Risk Management continued
(b) Credit risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Group’s trade and other receivables and cash and cash
equivalents. The carrying amount of financial assets represents the maximum credit exposure.
Exposure to credit risk
Group management, in conjunction with the Board, manages the risk associated with cash and cash equivalents by depositing funds with a number of Irish financial institutions and AAA rated international institutions.
Trade and other receivables (excluding prepayments) of €52.9 million at 31 December 2023 were not past due. Included within trade receivables is a balance of €22.1 million which relates to funds due from an approved housing body
which was received in full after the year end. All trade and other receivables have been reviewed, and considering the nature of the counterparties which are real estate institutional investors and state supported bodies no credit
losses are expected.
The maximum amount of credit exposure is therefore:
Trade and other receivables (excluding prepayments)
Cash and cash equivalents
Expected credit losses in relation to all financial assets are immaterial.
2023
€’000
52,905
25,553
78,458
2022
€’000
19,432
21,711
41,143
(c) Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or other financial assets. The Group’s approach to managing liquidity is
to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group’s reputation.
The Group monitors the level of expected cash inflows from residential property sales, site and other sales, income from rental properties, and other receivables together with expected cash outflows on trade and other payables
and commitments. All trade and other payables at 31 December 2023 are considered current with the expected cash outflow equivalent to their carrying value.
Management monitors the adequacy of the Group’s liquidity reserves (comprising undrawn borrowing facilities as detailed in Note 21 and cash and cash equivalents as detailed in Note 18 i.e. available funds) against rolling cash flow
forecasts. In addition, the Group’s liquidity risk management policy involves monitoring short-term and long-term cash flow forecasts.
The Group has committed syndicate facilities totalling €277.5 million until June 2027, including a €200 million revolving credit facility to manage Group liquidity. The undrawn revolving credit facility at 31 December 2023 was
€175 million (2022: €177.5 million).
Cairn Homes plc | Annual Report 2023
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Strategic Report
Corporate Governance
Financial Statements
Financial liabilities due in less than one year
Trade payables and accruals
Deferred consideration
Lease liabilities
Loans and borrowings
Financial liabilities due after more than one year
Lease liabilities
Loans and borrowings
Total financial liabilities
Available funds:
Cash and cash equivalents
Revolving credit facilities undrawn
2023
€’000
57,478
11,810
937
14,992
85,217
5,490
158,836
164,326
249,543
25,553
175,000
200,553
2022
€’000
61,277
10,000
761
–
72,038
6,036
170,991
177,027
249,065
21,711
177,500
199,211
The Directors have reviewed the Group financial forecasts and associated risks for the period beyond one year from the date of approval of the financial statements. The forecasts reflect key assumptions, based on information
available to the Directors at the time of the preparation of the financial forecasts.
These forecasts are based on:
• detailed forecasting by site for the period 2024-2026, reflecting trends experienced up to the date of preparation of the financial forecasts; and
•
future revenues for 2024-2026 based on management’s assessment of trends across principal development sites.
The Group is in a strong financial position and has a strong outlook (Note 1 (e)). The Directors expect that the Group will meet all of its obligations as they fall due on the basis that there is expected to be sufficient liquidity available
to the Group for the period beyond one year from the date of approval of these financial statements.
Cairn Homes plc | Annual Report 2023
148
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2023
Strategic Report
Corporate Governance
Financial Statements
29. Financial Instruments and Risk Management continued
The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted and include contractual interest payments.
31 December 2023
Trade payables and accruals
Deferred consideration
Lease liabilities
Loans and borrowings
31 December 2022
Trade payables and accruals
Deferred consideration
Lease liabilities
Loans and borrowings
Carrying
amount
€’000
57,478
11,810
6,427
173,828
249,543
Carrying
amount
€’000
61,277
10,000
6,797
170,991
249,065
Contractual cash flows
Total
€’000
(57,478)
(11,810)
(7,170)
(193,419)
6 months
or less
€’000
(57,478)
(6,310)
(564)
(3,326)
6-12 months
€’000
1-2 years
€’000
2-5 years
€’000
>5 years
€’000
–
(5,500)
(558)
(17,991)
–
–
–
–
(1,077)
(20,559)
(2,543)
(151,543)
–
–
(2,428)
–
(269,877)
(67,678)
(24,049)
(21,636)
(154,086)
(2,428)
Contractual cash flows
Total
€’000
(61,277)
(10,000)
(7,689)
(197,358)
6 months
or less
€’000
(61,277)
(10,000)
(437)
(3,120)
(276,324)
(74,834)
6-12 months
€’000
1-2 years
€’000
2-5 years
€’000
>5 years
€’000
–
–
(505)
(3,254)
(3,759)
–
–
–
–
–
–
(971)
(2,540)
(3,236)
(21,243)
(169,741)
–
(22,214)
(172,281)
(3,236)
(d) Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Group’s income or the value of its holdings of financial instruments. The objective of market risk
management is to manage and control market risk exposures within acceptable parameters, while optimising the return.
(i) Currency risk
The Group is not exposed to significant currency risk. The Group operates only in the Republic of Ireland.
(ii) Interest rate risk
At 31 December 2023, the Group had the following facilities:
(a) €277.5 million term loan and revolving credit facilities with Allied Irish Bank plc, Bank of Ireland plc and Barclays Bank Ireland plc that had principal drawn balances of €77.5 million (term loan) (2022: €77.5 million) and €25 million
(revolving credit facility) (2022: €22.5 million):
• The revolving credit facility has a variable interest rate of three-month Euribor (with a 0% floor) plus a margin. The average interest rate on the revolving credit facility during the year was 5.94% (2022: 3.1%);
• €58.75 million of the term loan (2022: €58.75 million) has a fixed interest rate plus a margin. €18.75 million (2022: €18.75 million) of the term loan has a variable interest rate (see Note 29(e)). The average interest rate on the
term loan during the year was 4.71% (2022: 3%); and
• The Group has an exposure to cash flow interest rate risk in relation to variable rate loans where there are changes in Euribor rates.
(b) a €72.5 million (2022: €72.5 million) private placement of loan notes with Pricoa Capital which have a fixed coupon of 3.36% (2022: 3.36%).
(c) the Group entered into an interest rate swap in 2022 in relation to the €18.75 million variable element of its term loan, in order to manage its interest rate risk (see Note 29 (e)).
Cairn Homes plc | Annual Report 2023
149
Strategic Report
Corporate Governance
Financial Statements
Interest rate profile of loans and borrowings
Fixed-rate
Variable-rate
Loans and borrowings
Variable rate instruments
Gross variable rate borrowings
Impact of interest rate swaps
2023
€’000
2022
€’000
130,361
43,467
173,828
43,467
(18,467)
25,000
130,099
40,892
170,991
40,892
(18,392)
22,500
Cash flow sensitivity analysis for variable-rate instruments
A reasonably possible change of 100 basis points in Euribor benchmark interest rates at the reporting date would have increased (decreased) profit or loss by the amounts shown below. This analysis assumes that all other variables
remain constant and the rate change is only applied to the loans that are exposed to movements in Euribor.
31 December 2023
Variable-rate instruments – borrowings
Cash flow sensitivity (net)
31 December 2022
Variable-rate instruments – borrowings
Cash flow sensitivity (net)
Profit or loss
Equity
100 bp
increase
€’000
(1,214)
(1,214)
100 bp
decrease
€’000
1,214
1,214
100 bp
increase
€’000
(1,214)
(1,214)
Profit or loss
Equity
100 bp
increase
€’000
(978)
(978)
100 bp
decrease
€’000
336
336
100 bp
increase
€’000
(978)
(978)
100 bp
decrease
€’000
1,214
1,214
100 bp
decrease
€’000
336
336
The Group is also exposed to interest rate risk on its cash and cash equivalents. These balances attract low interest rates and therefore a relative increase or decrease in their interest rates would not have a material effect on profit or loss.
Cairn Homes plc | Annual Report 2023
150
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2023
29. Financial Instruments and Risk Management continued
e) Derivatives and hedging activities
The group has the following derivative financial instruments in the statement of financial position:
Non-current assets – Derivative Financial Instruments
Interest rate swaps – cash flow hedges
The Group has an interest rate swap in respect of €18.75 million of its syndicate term loan.
Strategic Report
Corporate Governance
Financial Statements
2023
€’000
2022
€’000
436
847
The interest rate swap has a fixed interest rate of 1.346% and variable interest rate of three-month Euribor. The maturity date of the interest rate swap is 30 June 2025.
The swap is designated as a cash flow hedge and is set so as to closely match the critical terms of the underlying debt being hedged. Hedge ineffectiveness is determined at the inception of the hedge relationship and through periodic
prospective hedge effectiveness assessments to ensure that an economic relationship exists between the hedged item and the hedging instrument. The Group determines the existence of an economic relationship between the
hedging instrument and hedged item based on the reference interest rates, tenors, repricing dates and maturities and notional amounts. The Group does not hedge 100% of its loans, therefore the hedged item is identified as a
proportion of the outstanding loans up to the notional amount of the swaps. The hedge is transacted with a ratio of 1:1. As the Group enters into hedge relationships where the critical terms of the hedging instrument materially
match the terms of the hedged item, a qualitative assessment of effectiveness is performed. If changes in circumstances affect the terms of the hedged item such that the critical terms no longer match exactly with the critical terms
of the hedging instrument, the Group uses the hypothetical derivative method to assess effectiveness.
Hedge ineffectiveness for interest rate swaps may occur due to:
• Consideration of any floors on the interest basis of the floating rate funding that is not replicated in the interest basis of the interest rate swap;
• Differences in the timing and the interest rate basis of cash flows on the hedged item and hedging instrument;
• Reduction or modification of the highly probable hedged item below the notional level of the interest rate swap; and
• Significant change in the credit risk of either party to the hedging relationship.
There was no material ineffectiveness in hedged risk in relation to this hedging arrangement in 2023. Amounts accounted for in the cashflow hedge reserve in respect of the swap have been set out in Other Comprehensive Income.
These fair value gains and losses reflected in the cash flow hedge reserve are expected to impact on profit and loss over the period from 2024 to 2025, in line with the underlying debt being hedged.
The following table shows a breakdown of the cash flow hedge reserve and the movements in this reserve during the year:
Interest rate swaps
Opening balance 1 January
Change in fair value of hedging instrument recognised in cash flow hedge reserve
Reclassified from cash flow hedge reserve to profit or loss – included in finance cost
Closing balance 31 December
Cairn Homes plc | Annual Report 2023
Cash flow
hedge reserve
2023
€’000
Cash flow
hedge reserve
2022
€’000
847
(331)
(80)
436
–
777
70
847
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Corporate Governance
Financial Statements
(f) Capital management
The Board’s policy is to maintain a strong capital base (defined as shareholders’ equity) so as to maintain investor, creditor and market confidence and to sustain the future development of the business. The Group takes a
conservative approach to bank financing and the net debt to total asset value ratio was 14.3% at 31 December 2023 (2022: 14.6%). Net debt is defined as loans and borrowings (Note 21) less cash and cash equivalents (Note 18).
Net debt of €148.3 million as at 31 December 2023 (31 December 2022: €149.3 million) comprised of drawn debt of €173.8 million (net of unamortised arrangement fees and issue costs) (31 December 2022: €171 million) and
available cash of €25.6 million (31 December 2022: €21.7 million).
The Group has completed €42.7 million of the €75 million share buyback programme announced during 2023 which was recorded directly in equity in retained earnings. The remaining €32.3 million in the €75 million share buyback
programme is expected to be completed during the first half of 2024 subject to market conditions. In accordance with the share buyback programme, all repurchased shares are subsequently cancelled and accordingly 38,739,281
repurchased shares were cancelled in the year ended 31 December 2023.
Dividends of €41.9 million (Note 25) were paid by the Company during the year ended 31 December 2023 (2022: €40.7 million). Details of proposed dividends after the year end are set out in Note 32.
(g) Fair value of financial assets and financial liabilities
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
For financial reporting purposes, fair value measurements are categorised into Level 1, 2 or 3 based on the degree to which inputs to the fair value measurements are observable and the significance of the inputs to the fair value
measurement in its entirety, which are described as follows:
• Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities;
• Level 2: valuation techniques for which the lowest level of inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly; and
• Level 3: valuation techniques for which the lowest level of inputs that have a significant effect on the recorded fair value are not based on observable market data.
The following table shows the Group’s financial assets and liabilities and the methods used to calculate fair value.
Asset/Liability
Borrowings
Interest rate swaps
Carrying value
Level
Method
Assumptions
Amortised cost
Fair Value
2
2
Discounted Cash Flow
Discounted Cash Flow
Valuation based on future repayment and interest cashflows discounted at a year-end market interest rate.
Valuation based on the present value of the estimated future cash flows based on observable yield curves.
Cairn Homes plc | Annual Report 2023
152
Notes to the Consolidated Financial Statements continued
For the year ended 31 December 2023
Strategic Report
Corporate Governance
Financial Statements
29. Financial Instruments and Risk Management continued
The following table shows the carrying values of financial assets and liabilities including their values in the fair value hierarchy. A fair value disclosure for lease liabilities is not required. The table does not include fair value information
for other financial assets and liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value.
Financial assets measured at fair value
Derivative interest rate swap
Financial assets measured at amortised cost
Trade and other receivables (excluding prepayments)
Cash and cash equivalents
Financial liabilities measured at amortised cost
Trade payables and accruals
Deferred consideration
Loans and borrowings
Financial assets measured at fair value
Derivative interest rate swap
Financial assets measured at amortised cost
Trade and other receivables (excluding prepayments)
Cash and cash equivalents
Financial liabilities measured at amortised cost
Trade payables and accruals
Deferred consideration
Loans and borrowings
Cairn Homes plc | Annual Report 2023
2023
Carrying value
€’000
Level 1
€’000
Fair value
Level 2
€’000
Level 3
€’000
436
52,905
25,553
78,894
57,478
11,810
173,828
243,116
436
168,479
2022
Carrying value
€’000
Level 1
€’000
Fair value
Level 2
€’000
Level 3
€’000
847
19,432
21,711
41,143
61,277
10,000
170,991
242,268
847
162,499
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Strategic Report
Corporate Governance
Financial Statements
30. Other Commitments and Contingent Liabilities
Pursuant to the provisions of Section 357, Companies Act 2014, the Company has guaranteed the liabilities and commitments of its subsidiary undertakings for their financial years ending 31 December 2023 and as a result such
subsidiary undertakings have been exempted from the filing provisions of Companies Act 2014. Details of the Group’s subsidiaries are included in Note 27 and all subsidiaries listed there are covered by the Section 357 exemption.
The Company has given guarantees to third parties in respect of specific borrowings drawn down by one of its subsidiaries. Further details are set out in Note 1(b) to the company financial statements.
As at 31 December 2023 Cairn Homes Properties Limited had committed to sell 2,350 new homes for c. €900 million (ex. VAT).
At 31 December 2023, the Group had a contingent liability in respect of construction bonds in the amount of €4.6 million (2022: €4.2 million).
The Group is not aware of any other commitments or contingent liabilities that should be disclosed.
31 Profit or Loss of the Parent Company
The parent company of the Group is Cairn Homes plc. In accordance with Section 304 of the Companies Act 2014, the Company is availing of the exemption from presenting its individual statement of profit or loss and other
comprehensive income to the Annual General Meeting and from filing it with the Registrar of Companies. The Company’s loss after tax for the year ended 31 December 2023, determined in accordance with IFRS as adopted
by the EU, is €18.6 million (2022: loss of €9.6 million).
32. Events After the Reporting Period
From 1 January 2024 to 12 March 2024 the Group has repurchased an additional 9.0 million shares under the share buyback programme (Note 20) at a cost of €13.1 million. In accordance with the share buyback programme,
all repurchased shares are subsequently cancelled.
From 1 January 2024 to 9 January 2024, an additional 749,048 shares were purchased at a cost of €1.0 million in relation to the Stretch CEO LTIP (Note 20).
In January 2024, a former Director exercised 200,000 share options, at an option price of €1 per share (Note 20).
On 28 February 2024, the Company proposed a final 2023 dividend of 3.2 cent per share subject to shareholder approval at the 2024 AGM on 10 May 2024. Based on the ordinary shares in issue at 12 March 2024, the amount
of dividend proposed is €20.7 million. The proposed final dividend of 3.2 cent per ordinary shares will be paid on 17 May 2024 to ordinary shareholders on the Company’s register on 26 April 2024.
33. Approval of Financial Statements
The financial statements were approved by the Board of Directors on 15 March 2024.
Cairn Homes plc | Annual Report 2023
154
Company Financial Statements
1.
2.
3.
4.
Company Statement of Financial Position
Company Statement of Changes in Equity
Company Statement of Cash Flows
Notes to the Company Financial Statements
Strategic Report
Corporate Governance
Financial Statements
155
157
159
161
Cairn Homes plc | Annual Report 2023
155
Company Statement of Financial Position
At 31 December 2023
Strategic Report
Corporate Governance
Financial Statements
Assets
Non-current assets
Property, plant and equipment
Right of use assets
Intangible assets
Investments in subsidiaries
Current assets
Amounts due from subsidiary undertakings
Trade and other receivables
Cash and cash equivalents
Total assets
Equity
Share capital
Share premium
Other undenominated capital
Treasury shares
Share-based payment reserve
Retained earnings
Total equity
Note
2023
€’000
2022
€’000
2
3
4
5
6
7
8
8
8
9
2,779
4,953
4,144
26,744
38,620
2,993
5,572
3,043
26,744
38,352
401,394
487,400
2,562
340
404,296
442,916
655
201,100
183
(3,196)
13,588
189,521
401,851
667
7,013
495,080
533,432
725
199,616
105
–
11,809
287,891
500,146
Cairn Homes plc | Annual Report 2023
156
Company Statement of Financial Position continued
At 31 December 2023
Strategic Report
Corporate Governance
Financial Statements
Note
2023
€’000
2022
€’000
3
10
3
5,130
5,776
35,276
659
35,935
41,065
26,934
576
27,510
33,286
442,916
533,432
Liabilities
Non-current liabilities
Lease liabilities
Current liabilities
Trade and other payables
Lease liabilities
Total liabilities
Total equity and liabilities
On behalf of the Board
M I C H A E L S T A N L E Y
D I R E C T O R
S H A N E D O H E R T Y
D I R E C T O R
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Strategic Report
Corporate Governance
Financial Statements
157
Company Statement of Changes in Equity
For the year ended 31 December 2023
As at 1 January 2023
Total comprehensive loss for the year
Loss for the year
Transactions with owners of the Company
Purchase of own shares – share buybacks
Cancellation of repurchased shares
Cancellation of founder and deferred shares
Purchase of own shares – held in trust
Equity-settled share-based payments (Note 9)
Shares issued on vesting of share awards
Settlement of dividend equivalents
Transfer from share-based payment reserve to retained earnings
re vesting or lapsing of share awards
Dividends paid to shareholders (Note 8)
Share Capital
Ordinary
shares
€’000
686
Deferred
shares
€’000
20
Founder
shares
€’000
Share
premium
€’000
Other
undenominated
capital
€’000
Treasury
shares
€’000
19
199,616
105
–
–
–
(39)
–
–
–
8
–
–
–
–
–
–
–
–
–
–
–
(20)
(19)
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
1,484
–
–
–
–
–
–
39
39
–
–
–
–
–
–
As at 31 December 2023
(31)
655
(20)
–
(19)
–
1,484
201,100
78
183
(3,196)
(3,196)
–
–
–
(42,697)
42,697
–
(3,196)
–
–
–
–
–
Share-based
payment
reserve
€’000
11,809
–
–
–
–
–
–
7,075
–
(459)
(4,837)
–
1,779
13,588
Retained
earnings
€’000
287,891
Total €’000
500,146
(18,614)
(18,614)
(18,614)
(18,614)
–
(42,697)
(42,697)
–
–
–
–
–
4,837
(41,896)
(79,756)
–
–
(3,196)
7,075
1,492
(459)
–
(41,896)
(79,681)
189,521
401,851
Cairn Homes plc | Annual Report 2023
158
Company Statement of Changes in Equity
For the year ended 31 December 2022
Strategic Report
Corporate Governance
Financial Statements
As at 1 January 2022
Total comprehensive loss for the year
Loss for the year
Transactions with owners of the Company
Purchase of own shares – share buybacks
Cancellation of repurchased shares
Purchase of own shares – held in trust
Equity-settled share-based payments (Note 9)
Shares issued on vesting of share awards
Transfer from share-based payment reserve to retained earnings
re vesting or lapsing of share awards
Dividends paid to shareholders (Note 8)
As at 31 December 2022
Share Capital
Ordinary
shares
€’000
750
Deferred
shares
€’000
20
Founder
shares
€’000
Share
premium
€’000
19
199,616
–
–
–
(65)
–
1
–
–
–
(64)
686
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
20
19
199,616
Other
undenominated
capital
€’000
Treasury
shares
€’000
40
–
–
–
65
–
–
–
–
–
65
105
–
–
–
(75,143)
75,143
–
–
–
–
–
–
–
Share-based
payment
reserve
€’000
11,795
Retained
earnings
€’000
406,321
Total
€’000
618,561
–
–
–
–
7,004
–
(1,408)
(5,582)
–
14
(9,583)
(9,583)
(9,583)
(9,583)
–
(75,143)
(75,143)
–
–
1,408
5,582
(40,694)
–
7,004
1
–
–
(40,694)
(108,847)
(108,832)
11,809
287,891
500,146
Cairn Homes plc | Annual Report 2023
159
Company Statement of Cash Flows
For the year ended 31 December 2023
Cash flows from operating activities
Loss for the year
Adjustments for:
Share-based payments expense
Finance costs
Depreciation of property, plant and equipment
Depreciation of right of use assets
Amortisation of intangible assets
Dividends from subsidiary undertakings
Impairment of investments in subsidiary undertakings
Decrease in amounts due from group undertakings
Increase in trade and other receivables
Increase in trade and other payables
Tax paid
Net cash from operating activities
Cash flows from investing activities
Loan repayments to subsidiary undertakings
Dividends received from subsidiary undertakings
Purchases of property, plant and equipment
Purchases of intangible assets
Net cash used in investing activities
Strategic Report
Corporate Governance
Financial Statements
2023
€’000
2022
€’000
(18,614)
(9,583)
5,752
165
555
619
1,164
–
–
(10,359)
86,006
(1,895)
9,745
(28)
83,469
–
–
(341)
(2,317)
(2,658)
5,034
174
390
981
474
(16,290)
10,065
(8,755)
136,167
(127)
157
(18)
127,424
(6,305)
6,305
(2,982)
(2,083)
(5,065)
Cairn Homes plc | Annual Report 2023
160
Company Statement of Cash Flows continued
For the year ended 31 December 2023
Cash flows from financing activities
Proceeds from issue of share capital
Purchase of own shares
Dividends paid
Purchase of equity shares held in trust
Settlement of dividend equivalents
Repayment of lease liabilities
Interest paid
Net cash used in financing activities
Net (decrease)/ increase in cash and cash equivalents in the year
Cash and cash equivalents at beginning of the year
Cash and cash equivalents at end of the year
Strategic Report
Corporate Governance
Financial Statements
2023
€’000
1,492
(42,697)
(41,896)
(3,196)
(459)
(563)
(165)
(87,484)
(6,673)
7,013
340
2022
€’000
–
(75,143)
(40,694)
–
–
(342)
(198)
(116,377)
5,982
1,031
7,013
Cairn Homes plc | Annual Report 2023
161
Notes to the Company Financial Statements
For the year ended 31 December 2023
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
Material Accounting Policies
Property, Plant and Equipment
Leases
Intangible Assets
Investments in Subsidiaries
Amounts due from Subsidiary Undertakings
Trade and Other Receivables
Share Capital and Share Premium
Share-Based Payments
Trade and Other Payables
Financial Instruments
Related Party Transactions
Events after the Reporting Period
Approval of Financial Statements
Strategic Report
Corporate Governance
Financial Statements
162
163
164
165
166
166
166
166
166
167
167
169
169
169
Cairn Homes plc | Annual Report 2023
162
Notes to the Company Financial Statements continued
For the year ended 31 December 2023
Strategic Report
Corporate Governance
Financial Statements
1. Material Accounting Policies
The individual financial statements of the Company have been prepared in accordance with IFRS as adopted by the EU and as applied in accordance with the Companies Act 2014. As described in Note 31 of the consolidated financial
statements, the Company has availed of the exemption from presenting its individual statement of profit or loss and other comprehensive income. The Company’s loss after tax for the year ended 31 December 2023 is €18.6 million
(2022: loss of €9.6 million).
The significant accounting policies applicable to these individual company financial statements which are not reflected within the accounting policies for the consolidated financial statements are detailed below.
(a) Investments in subsidiaries
Investments in subsidiaries are accounted for in these individual financial statements on the basis of the direct equity interest, rather than on the basis of the reported results and net assets of investees. Investments in subsidiaries
are carried at cost less any impairment.
The recoverable amount of investments in subsidiary undertakings is assessed with regard to the net assets of the subsidiary undertakings. In the prior year an impairment charge arose as a consequence of receipt of dividend
income from a subsidiary undertaking which reduced the subsequent recoverable amount of the investment.
(b) Intra-group guarantees
The Company has given guarantees to third parties in in respect of specific borrowings arising in the ordinary course of business of subsidiaries.
The Company considers these guarantees to be insurance contracts. Following the introduction of IFRS17 Insurance Contracts, the Company has elected to apply IFRS9 Financial Instruments, being eligible, in relation to these intra-
group financial guarantees. The Company has determined that the fair value of its intra-group guarantees at inception was not material to the financial statements based on the estimated difference between the guaranteed and
unguaranteed borrowing rates of the Group. The Company has also considered the expected credit loss arising from intra -group guarantees and determined that these are not material to the financial statements based on the
fact that the main underlying assets (inventories) on which the Group’s borrowings are secured against are primarily held by the subsidiary which has borrowed the debt within the Group structure and whereby the assets of this
subsidiary are substantially greater than the amount borrowed. On this basis, no amounts have been reflected in the financial statements in relation to these intra-group financial guarantees.
Cairn Homes plc | Annual Report 2023
163
2. Property, Plant and Equipment
Cost
At 1 January 2023
Additions
At 31 December 2023
Accumulated depreciation
At 1 January 2023
Depreciation
At 31 December 2023
Net book value
At 31 December 2023
Cost
At 1 January 2022
Additions
At 31 December 2022
Accumulated depreciation
At 1 January 2022
Depreciation
At 31 December 2022
Net book value
At 31 December 2022
Strategic Report
Corporate Governance
Financial Statements
Leasehold
improvements
€’000
Computers
& equipment
€’000
2,860
47
2,907
(567)
(262)
(829)
1,556
294
1,850
(856)
(293)
(1,149)
2023
Total
€’000
4,416
341
4,757
(1,423)
(555)
(1,978)
2,078
701
2,779
Leasehold
improvements
€’000
Computers
& equipment
€’000
483
2,377
2,860
(394)
(173)
(567)
951
605
1,556
(639)
(217)
(856)
2022
Total
€’000
1,434
2,982
4,416
(1,033)
(390)
(1,423)
2,293
700
2,993
Cairn Homes plc | Annual Report 2023
164
Notes to the Company Financial Statements continued
For the year ended 31 December 2023
3. Leases
Right of use assets
The Company has a lease liability and a right-of-use-asset in respect of the lease of its central support office property.
Strategic Report
Corporate Governance
Financial Statements
The additions during the year ended 31 December 2022 mainly related to a 10-year lease agreement for a new office with a lease commencement date of 01 January 2022. The lease liability and related right-of-use asset were
determined by discounting the lease payments over the term of the lease at a discount rate of 2.6% reflecting the Group’s incremental borrowing rate at the time.
Cost
At 1 January
Additions
Disposal
At 31 December
Accumulated depreciation
At 1 January
Depreciation
Disposal
At 31 December
Net book value
At 31 December
Lease liabilities
Current liabilities
Repayable within one year
Non-current liabilities
Repayable as follows:
Between one and two years
Between two and five years
More than five years
Total lease liabilities
Cairn Homes plc | Annual Report 2023
2023
€’000
7,635
–
(1,442)
6,193
(2,063)
(619)
1,442
(1,240)
2022
€’000
1,443
6,192
–
7,635
(1,082)
(981)
(2,063)
4,953
5,572
2023
€’000
659
659
676
2,135
2,319
5,130
5,789
2022
€’000
576
576
659
2,081
3,036
5,776
6,352
165
Strategic Report
Corporate Governance
Financial Statements
The movements in total lease liabilities during 2023 and 2022 were as follows:
At 1 January
Additions
Interest on lease liabilities
Lease payments
At 31 December
The undiscounted remaining contractual cash flows at 31 December 2023 were as follows:
As at 31 December 2023
Lease liabilities
The undiscounted remaining contractual cash flows at 31 December 2022 were as follows:
As at 31 December 2022
Lease liabilities
4. Intangible assets
Software
Cost
At 1 January
Additions
Disposals
At 31 December
Accumulated amortisation
At 1 January
Amortisation
At 31 December
Net book value
At 31 December
2023
€’000
6,352
–
165
(728)
5,789
Contractual cash flows
Total
€’000
(6,472)
6 months
or less
€’000
6-12 months
€’000
1-2 years
€’000
2-5 years
€’000
(404)
(405)
(809)
(2,427)
Contractual cash flows
Total €’000
6 months or
less €’000
6-12 months
€’000
1-2 years
€’000
2-5 years
€’000
(7,214)
(337)
(405)
(809)
(2,427)
2022
€’000
502
6,192
186
(528)
6,352
>5 years
€’000
(2,427)
>5 years
€’000
(3,236)
2023
€’000
2022
€’000
4,282
2,317
(52)
6,547
(1,239)
(1,164)
(2,403)
2,199
2,083
–
4,282
(765)
(474)
(1,239)
4,144
3,043
Cairn Homes plc | Annual Report 2023
166
Notes to the Company Financial Statements continued
For the year ended 31 December 2023
5. Investments in Subsidiaries
Cost
At the beginning of the year
Impairment charge following receipt of dividends
At the end of the year
Details of subsidiary undertakings are given in Note 27 of the consolidated financial statements.
6. Amounts due from Subsidiary Undertakings
Amounts due from subsidiary undertakings
All amounts due from subsidiary undertakings are interest-free and repayable on demand.
Strategic Report
Corporate Governance
Financial Statements
2023
€’000
26,744
–
26,744
2022
€’000
36,809
(10,065)
26,744
2023
€’000
401,394
401,394
2022
€’000
487,400
487,400
The amounts owed by subsidiaries have been reviewed and no credit losses are expected based on the financial position of subsidiaries. In circumstances where a subsidiary had a net liability position at year end management
assessed the future economic benefits expected to be generated by that subsidiary to ensure balances were recoverable.
7. Trade and Other Receivables
Other receivables
Prepayments
2023
€’000
1,820
742
2,562
2022
€’000
–
667
667
8. Share Capital and Share Premium
For further information on Share Capital and Share Premium refer to Note 19 of the consolidated financial statements. For further information on Treasury Shares refer to Note 20 of the consolidated financial statements. For further
information on dividends refer to Note 25 of the consolidated financial statements.
9. Share-Based Payments
For further information on Share-Based Payments refer to Note 20 of the consolidated financial statements.
Cairn Homes plc | Annual Report 2023
167
10. Trade and Other Payables
Trade payables
Accruals
VAT liability
Other creditors
Strategic Report
Corporate Governance
Financial Statements
2023
€’000
660
5,725
27,977
914
35,276
2022
€’000
150
6,661
19,721
402
26,934
11. Financial Instruments
The carrying value of the Company’s financial assets and liabilities, comprising amounts due from and to subsidiary undertakings, cash and cash equivalents, other receivables, trade payables and accruals are a reasonable
approximation of their fair value.
(a) Credit risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company’s amounts due from subsidiary
undertakings and cash and cash equivalents. The carrying amount of financial assets represents the maximum credit exposure.
Exposure to credit risk
Company management, in conjunction with the Board, manages the risk associated with cash and cash equivalents by depositing funds with a number of Irish financial institutions and AAA rated international institutions.
The amounts owed by subsidiaries have been reviewed and no credit losses are expected based on the financial position of subsidiaries. In circumstances where a subsidiary had a net liability position at year end management
assessed the future economic benefits expected to be generated by that subsidiary to ensure balances were recoverable.
The maximum amount of credit exposure is therefore:
Amounts due from subsidiary undertakings
Other receivables
Cash and cash equivalents
Expected credit losses in relation to all financial assets are immaterial.
2023
€’000
401,394
1,820
340
2022
€’000
487,400
–
7,013
403,554
494,413
Cairn Homes plc | Annual Report 2023
168
Notes to the Company Financial Statements continued
For the year ended 31 December 2023
Strategic Report
Corporate Governance
Financial Statements
11. Financial Instruments continued
(b) Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or other financial assets. The Company’s approach to managing
liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the
Company’s reputation.
The Company monitors the level of expected cash inflows on receivables together with expected cash outflows on trade and other payables and commitments. All trade and other payables at 31 December 2023 are considered
current with the expected cash outflow equivalent to their carrying value.
Financial liabilities due in less than one year
Trade payables and accruals
Lease liabilities
Financial liabilities due after more than one year
Lease liabilities
Total financial liabilities
Available funds:
Cash and cash equivalents
Revolving credit facilities undrawn
2023
€’000
6,385
659
7,044
5,130
12,174
2022
€’000
6,811
576
7,387
5,776
13,163
340
175,000
175,340
7,013
177,500
184,513
The Company has access to the Group’s revolving credit facilities (see Note 29 of the consolidated financial statements). As a result the Directors expect that the Company will meet all of its obligations as they fall due on the basis that
there is expected to be sufficient liquidity available to the Company for the period beyond one year from the date of approval of these financial statements.
The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted and include contractual interest payments.
31 December 2023
Trade payables and accruals
Lease liabilities
Cairn Homes plc | Annual Report 2023
Contractual cash flows
Carrying
amount
€’000
6,385
5,789
Total
€’000
(6,385)
(6,472)
12,174
(12,857)
6 months
or less
€’000
(6,385)
(405)
(6,790)
6-12 months
€’000
1-2 years
€’000
2-5 years
€’000
–
(404)
(404)
–
(809)
(809)
–
(2,427)
(2,427)
>5 years
€’000
–
(2,427)
(2,427)
169
Strategic Report
Corporate Governance
Financial Statements
31 December 2022
Trade payables and accruals
Amounts due to subsidiary undertakings
Lease liabilities
Contractual cash flows
Carrying
amount
€’000
6,811
6,352
Total
€’000
(6,811)
(7,214)
13,163
(14,025)
6 months
or less
€’000
(6,811)
(337)
(7,148)
6-12 months
€’000
1-2 years
€’000
2-5 years
€’000
–
(405)
(405)
–
(809)
(809)
–
(2,427)
(2,427)
>5 years
€’000
–
(3,236)
(3,236)
The company is not exposed to significant currency risk or interest rate risk.
Relevant disclosures on Group financial instruments and risk management are given in Note 29 of the consolidated financial statements.
12. Related Party Transactions
Under IAS 24, Related Party Disclosures, the Company has related party relationships with key management and with its subsidiary undertakings (see Note 26 of the consolidated financial statements). During the year the Company
had the following transactions with its subsidiary undertakings:
• Cairn Homes Construction Limited, recharge of costs €1.7 million (2022: €1.5 million).
• Cairn Homes Properties Limited, recharge of costs €13.3 million (2022: €11.5 million).
• Cairn Homes Holdings Limited, dividends received €nil (2022: €6.3 million).
• Balgriffin Investment No. 2 HoldCo DAC, dividends (received via settlement of intercompany loan) €nil (2022: €10.0 million).
For amounts due from subsidiary undertakings please refer to Note 6.
Key management personnel compensation is set out in Note 26 of the consolidated financial statements.
13. Events after the Reporting Period
From 1 January 2024 to 12 March 2024 the Company has repurchased an additional 9.0 million shares under the share buyback programme at a cost of €13.1 million. In accordance with the share buyback programme, all repurchased
shares are subsequently cancelled.
From 1 January 2024 to 9 January 2024, an additional 749,048 shares were purchased by the Company at a cost of €1.0 million in relation to the Stretch CEO LTIP.
In January 2024, a former Director exercised 200,000 share options, at an option price of €1 per share.
On 28 February 2024, the Company proposed a final 2023 dividend of 3.2 cent per share subject to shareholder approval at the 2024 AGM on 10 May 2024. Based on the ordinary shares in issue at 12 March 2024, the amount of
dividend proposed is €20.7 million. The proposed final dividend of 3.2 cent per ordinary shares will be paid on 17 May 2024 to ordinary shareholders on the Company’s register on 26 April 2024.
14. Approval of Financial Statements
The financial statements were approved by the Board of Directors on 15 March 2024.
Cairn Homes plc | Annual Report 2023
Cairn Homes plc
45 Mespil Road
Dublin 4
D04 W2F1
T: +353 1696 4600
E: info@cairnhomes.com
www.cairnhomes.com