Expanding
our horizons
ANNUAL REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
We are driven
by our passion
for green
energy
2 CONTENTS
At a Glance
Strategic report
Chairman’s Statement
Investment Manager’s Report
Board of Directors
Directors’ Report
Directors’ Remuneration Report
Statement of Directors’
Responsibilities
Governance report
Corporate Governance report
Nomination Committee Report
Audit Committee Report
Independent Auditor’s Report
Financial statements
Consolidated Statement of
Comprehensive Income
Consolidated Statement of
Financial Position
Company Statement of
Financial Position
Consolidated and Company
Statement of Changes in Equity
Consolidated Statement of
Cash Flows
Company Statement of
Cash Flows
Notes to the Consolidated
Financial Statements
Company Information
Supplementary Information
(unaudited)
Annex V Disclosure
Principal Adverse Impact Statement
Defined Terms
Alternative Performance Measures
Forward Looking Statements
and other Important Information
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All capitalised terms are defined in the list of defined
terms on pages 97 to 99 unless separately defined.
GREENCOAT RENEWABLES ANNUAL REPORT 2023
AT A GLANCE
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Summary
Greencoat Renewables PLC is a listed renewable energy infrastructure company, investing
in European renewable electricity generation and storage assets. The Company’s aim is to
provide investors with an annual dividend that increases progressively whilst growing the
capital value of its investment portfolio in the long term through reinvestment of excess cash
flow and the prudent use of portfolio leverage.
HIGHLIGHTS
€196.7m
Gross cash generation(1)
of €196.7 million
2.7x
Gross Dividend cover of 2.7x(2)
€524.3m
Completed 4 acquisitions across
5 transactions totalling €524.3 million
1.5 GW
Increase in total capacity to 1.5GW
51%
6.42c
Aggregate Group Debt of
€1,342.1 million, equivalent to 51%
of GAV
Dividends of 6.42 cent per share
declared with respect to the period
(1) Gross cash generation is stated gross of scheduled project level debt repayments amounting to €7.2 million.
(2) Net dividend cover for the same period was 2.6x.
Key Metrics
Market capitalisation
Share price
Dividends with respect to the period
Dividends with respect to the period per share
GAV
NAV
NAV per share
Discount to NAV
CO2 emissions reduced per annum
Homes powered per annum
Funds committed in community funds and social projects
As at 31 December
2023
€1,160 million
101.6 cent
€72.6 million
6.42 cent
€2,621 million
€1,279 million
112.1 cent
(9.4) %
>1,300,000 tonnes
>750,000 homes
€1.3 million
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CHAIRMAN’S STATEMENT
Rónán Murphy
Chairman
Powering
750,000
homes
Displacing
1.3m
tonnes CO2
4
New Assets
Overview
I am pleased to report an impressive set of results for Greencoat Renewables PLC for the year
ended 31 December 2023. The period saw continued growth in the year, with strong cash
generation, underpinned by robust operational performance.
Investment markets and the renewable
sector in particular, have continued to
adjust to monetary policy decisions across
Europe and our priority in this context
remains protecting long-term shareholder
value. This has required discipline over the
past year and the Company has continued
to display its experience in this regard.
The period has seen cash generation
of €196.7 million with robust trading
performance enabling the Company to
utilise operating cash flows to part-fund
investment activity and repay debt. The
increase in cash generation resulting
from recent acquisitive growth and
intensive asset management activity has
also materially broadened the capital
allocation options available to the
Company including consideration of debt
repayments and share buybacks.
Our market leading ability to manage
the full life cycle of renewable energy
infrastructure assets is enabled by our
Investment Manager’s multi-disciplinary
team of experts with deep local market
relationships and insight who identify and
execute on opportunities that generate
income and capital value growth.
As a leading European renewable energy
infrastructure company, sustainability and
environmental stewardship remains at the
heart of everything we do. We are proud to
have generated renewable energy in 2023
to power over 750,000(1) homes and displace
1.3 million(2) tonnes of CO2, with further
gains expected in 2024 due to the impact of
acquisitive growth in the current year.
With power prices declining towards the
end of 2023 and into the early part of 2024,
it is important to recognise the Company’s
disciplined approach to sustaining high
levels of contracted revenue that provides
income security, inflation protection
and underpins dividend growth. With
long-term shareholder value through the
disciplined allocation of capital continuing
to be our guiding principle, the business
is well positioned to take advantage of
opportunities as they arise in the new
financial year.
Investment Activity
In the year under review, the Company
remained a highly selective buyer of assets
with over 20,000MW of projects assessed
leading to the acquisition of four new
assets across five transactions resulting
in a 332MW increase in total capacity to
1.5GW.
A summary of investment activity in the
year is set out below:
• Completed the acquisition of an initial
22.5% and subsequent additional 15.7%
share of the 288MW Butendiek offshore
wind farm located in the German
North Sea.
• Completed the acquisition of the 38MW
Cloghan onshore wind farm located in
County Offaly, Ireland.
• Completed the acquisition of the
50MW Torrubia solar farm located in
Zaragoza, Spain.
• Completed the acquisition of the
134MW Erstrask North wind farm
located in Norrbotten County, Sweden.
As referenced earlier in this statement,
increased portfolio size and cash
generation capacity enhances our ability to
fund investment activity through operating
cash flows. Consequently, €119.3 million
representing more than 20% of the total
capital deployed in the period was funded
organically.
As we begin the new year, the Company
expects to add an additional 50MW
of generation capacity through the
completion of the Andella wind farm
located in Valladolid, Spain and 50% of the
80MW South Meath solar farm located in
County Meath, Ireland. Upon completion,
total generation capacity is expected to
increase to 1.6GW.
In addition, we were delighted to secure
exclusive access to 50% of a 1GW+
pipeline of onshore wind projects in Ireland
by entering into a long term strategic
framework agreement with FuturEnergy
Ireland, the state-backed joint venture
between ESB and Coillte. This framework
agreement covers the period through to
2030, paving the way for further growth.
Operational Performance
Despite less than expected wind resource
with total portfolio generation of
3,422GWh(3) against a budget of
3,754GWh (-9% versus budget), the
Company once again delivered strong
(1)
(2)
(3)
The number of homes powered is based on the average annual household energy consumption, using the latest reported figures and reflects the portfolio’s annual electricity
generation as at the relevant reporting date for each region.
Based on the marginal generation displaced in each jurisdiction. Gas generation for Ireland and Spain at 385 gCO2/kWh, Nuclear generation for France and Sweden at
0 gCO2/kWh, Biomass generation for Finland at 0 gCO2/kWh and coal generation for Germany at 935 gCO2/kWh. This approach is the preferred option under PCAF guidance
(“Operating margin”) for measuring carbon avoided and replaces the methodology applied in 2022 that applied average grid intensity per region.
Includes constraints which are financially compensated.
GREENCOAT RENEWABLES ANNUAL REPORT 2023 CHAIRMAN’S STATEMENT
5
Annual General Meeting
Our AGM will take place at 09:30 on
Thursday 25 April 2024 at Davy House,
49 Dawson Street, Dublin, D02 PY05,
Ireland. Details of the formal business of
the meeting will be set out in a separate
circular which will be sent to shareholders
with the 2023 Annual Report.
Outlook
Whilst disruption within the renewable
energy sector creates challenges it also
creates opportunities for those with the
ability to capitalise on long-term positive
trends. The combination of a high-yielding
portfolio, prudent approach to pricing risk,
and a strong balance sheet, positions the
Company well to continue its long-term
growth trajectory whilst maintaining capital
allocation discipline.
More broadly, as participation in
European renewable energy infrastructure
accelerates in order to meet government
Net Zero targets, there will be increased
opportunities for pan-European owners
and operators like Greencoat, to take
advantage of regional pricing arbitrage
(including asset recycling).
The Company has been and will remain,
highly selective with its capital allocation
decisions. The future of renewables
remains overwhelmingly positive
with investment in operating assets
representing an attractive, low risk way of
participating in the energy transition.
The strength of our results is testimony to
the expertise and efforts of the Investment
Manager to whom I am most grateful.
Most importantly, I wish to extend my
appreciation to our shareholders for their
continued support and look forward to
2024 with confidence.
Rónán Murphy
Chairman
05 March 2024
cash flows and significant dividend cover.
Net cash generation of €196.7 million
represents 2.7x dividend cover on a gross
basis and 2.6x on a net basis after taking
account of project level debt repayments.
This performance demonstrates the
Company’s ability to consistently generate
high volumes of cash flow and, in doing so,
broaden its strategic opportunity set.
In accordance with our balanced approach
to price risk, the Company executed its
first long term power purchase agreement
(“PPA”) with a large multinational for 62.5%
of the output of the Butendiek offshore
wind farm located in the German North
Sea. The agreement represented one of
the largest PPAs in Germany and paved
the way for a second PPA to be signed
for 18% of the output of the Butendiek
offshore wind farm with an international
utility business. These PPAs demonstrate
how the Company is delivering on its
strategy of maintaining high contracted
revenue mix which underpins the long
term resilience of the business.
Importantly, at year end, c.75% of revenues
were contracted through to 2028 with c.69%
of those inflation linked providing a high
degree of income security and protection.
NAV & Financing
NAV per share decreased marginally from
112.4 cent per share to 112.1 cent per share
as a reduction in short term power prices
offset continued strong cash generation.
The Group held aggregate debt amounting
to €1,342.1 million or €1,263.2 million net of
unrestricted cash implying a gearing ratio of
51.2% and 49.7% on a gross and net basis
respectively.
Shortly after the year end, the Group
successfully entered into a new 5-year term
debt facility charged at an all-in interest
rate of 4.1%, below the medium-term
assumption underpinning the valuation.
The new facility demonstrates the Group’s
continued access to debt markets, provides
further financial capacity and adds an
additional institutional lender to the Group’s
banking syndicate.
Dividends
The Company declared a dividend of
1.605 cent per share for the quarter ended
31 December 2023, which was paid on
1 March 2024. In total, the Company will
have paid total dividends of 6.42 cent
per share with respect to the year ending
31 December 2023 in line with its stated
target.
The Board has agreed to increase the
2024 target dividend by 5% to 6.74 cent
per share, at the upper end of Irish CPI
reflecting its confidence in the scale and
sustainability of the Company’s cash
generation capacity.
Environmental, Social and
Governance
Sustainability and environmental
stewardship continue to be central to
what we do and how we go about our
daily business. As a Company investing
in operational wind and solar farms,
we believe our strategy and activities
inherently make a positive contribution
toward the global ambition of achieving
a net zero carbon emissions economy and
limiting global warming to 1.5°C. More
detailed climate-related disclosures can be
found within the Director’s report.
The Company is committed to meeting the
disclosure requirements relating to Article
9 of EU SDFR and TCFD which form part of
our 2023 Annual Report, and we continue
to report that 100% of our revenues are
aligned to the EU Taxonomy criteria for
Climate Change Mitigation. Further details
of other ESG related activities can be found
in our latest ESG report on the Company’s
website: www.greencoat-renewables.com
As a responsible investor in operating
wind and solar farms, the Company takes
its health and safety responsibilities very
seriously. We work with our Investment
Manager to promote the highest standard
of health, safety and environmental
management practices in managing our
portfolio of investments. Detailed key
performance indicators and the results
of audits are regularly reviewed by the
Board and action taken where necessary.
We continue to monitor the standards
maintained by the operators of our
investments, to ensure that these are in
line with the wider industry, while seeking
continuous improvement.
Board and Governance
The Board places significant emphasis on
ensuring it is appropriately constituted
to meet the evolving needs of the
business and shareholders. During the
year under review, the Board held a total
of ten meetings subject, in all cases, to
appropriate and well informed challenge.
I remain grateful to my fellow Board
members for their valued contribution
and active stewardship. The Group’s
governance is described in more detail
in the Corporate Governance Report on
pages 32 to 36 within the 2023 Annual
Report.
GREENCOAT RENEWABLES ANNUAL REPORT 2023STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS €196.7m
Cash generation
2.7x
Gross dividend cover
€524.3 million
Capital deployed
6
INVESTMENT MANAGER’S REPORT
Strong and
sustainable
cash
generation
Overview
The Investment Manager is pleased to report on another highly
successful year underpinned by robust operational performance
and continued acquisitive growth.
Cash generation of €196.7 million equating to 2.7x gross dividend cover highlights the
Group‘s ability to consistently generate high volumes of cashflow that enable it to meet
dividend targets whilst significantly enhancing its operational and strategic flexibility.
In deploying a total of €524.3 million into four newly acquired assets the Company
further diversified its portfolio through expansion into markets where the Investment
Manager has deep knowledge and experience. Further, the signing of long-term power
purchase agreements (“PPAs”) with reputable counterparties in quick succession
underpins the ability of the Investment Manager to maintain a high level of contracted
revenues (c.75% to 2028) underpinning strong cash flow predictability through
proactively managing revenue mix.
Total production in the year was sufficient to power more than 750,000 homes(4) and
displace in excess of 1.3 million tonnes(5) of CO2, with further gains expected in 2024 as
forward sale agreements complete.
Despite economic headwinds, growth in the renewables sector is expected to increase
exponentially in order to meet government Net Zero targets. With an actively managed
and highly cash generative portfolio, the Company is well positioned to broaden its
strategic opportunity set (including asset recycling) and take advantage of opportunities
as they arise.
(4)
(5)
The number of homes powered is based on the average annual household energy consumption, using the latest
reported figures, and reflects the portfolio’s annual electricity generation as at the relevant reporting date for
each region.
Based on the marginal generation displaced in each jurisdiction. Gas generation for Ireland and Spain at
385 gCO2/kWh, Nuclear generation for France and Sweden at 0 gCO2/kWh, Biomass generation for Finland at
0 gCO2/kWh and coal generation for Germany at 935 gCO2/kWh. This approach is the preferred option under
PCAF guidance (“Operating margin”) for measuring carbon avoided and replaces the methodology applied in
2022 that applied average grid intensity per region.
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GREENCOAT RENEWABLES ANNUAL REPORT 2023
INVESTMENT MANAGER’S REPORT
7
2023 was a year
underpinned by
strong trading and
disciplined growth.”
Bertrand Gautier
Bertrand Gautier
Paul O’Donnell
The Investment Manager
The Investment Manager’s experience covers renewable
investment, ownership, finance and operations. All the skills
and experience required to manage the Group’s investments lie
within a single Investment Manager. The Investment Manager
has over €10 billion of funds under management, invested
in renewables infrastructure portfolios in the UK, Ireland,
Continental Europe and the United States of America. The
Investment Manager is authorised and regulated by the FCA
and is a full scope UK AIFM.
The Investment Manager has a dedicated team, focussed
solely on the Group and the underlying Portfolio of investments
and is led by Bertrand Gautier and Paul O’Donnell. The team
is comprised of over 20 investment and asset management
professionals with significant experience across European
markets, including technical asset management and extensive
debt and equity capital markets experience.
Bertrand Gautier
Bertrand has over 30 years of operational, financial and
investment experience, including 14 years focussed on
renewables. He has been a Partner of Schroders Greencoat LLP
since joining in 2010. Prior to this, Bertrand held senior positions
at Terra Firma Capital Partners, Merrill Lynch and Procter &
Gamble. Bertrand holds an MSc in General Engineering from
ICAM (France) and an MBA from Harvard Business School (USA).
Paul O’Donnell
Paul has over 20 years of renewables and investment
experience, of which the last 17 have been focussed on
renewables. He joined Schroders Greencoat LLP, in 2009 and
has specialised in managing investments in the wind and solar
generation sectors, working across development, operations,
technology and financing. Prior to joining Schroders Greencoat
LLP, he worked with Libertas Capital, the specialist renewable
energy investment bank and PwC Ireland. Paul has been a
Partner of Schroders Greencoat LLP since 2016 and holds a BBS
(Hons) in Finance from Trinity College Dublin.
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GREENCOAT RENEWABLES ANNUAL REPORT 2023STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
8
INVESTMENT MANAGER’S REPORT continued
Investment Portfolio
As at 31 December 2023, the Group owned and operated a total of 39 renewable energy generation and storage assets. The Group’s
portfolio is well diversified with assets located in 6 European jurisdictions. Further detail on the Group’s portfolio is set out in the tables
below.
Wind Farm
Country
Turbines
Operator
PPA
Ballincollig Hill
Republic of Ireland
Enercon
Statkraft
Energia
Ballybane
Beam(1)
Republic of Ireland
Enercon
EnergyPro
Energia / Erova
Republic of Ireland
Vestas/Enercon
EnergyPro
Prepay Power / Flogas
Carrickallen
Republic of Ireland
Senvion
EnergyPro
Cloosh Valley
Republic of Ireland
Siemens Gamesa
SSE
Cloghan
Cnoc
Republic of Ireland
Vestas
Republic of Ireland
Enercon
Statkraft
EnergyPro
Cordal
Republic of Ireland GE
Statkraft
SSE
SSE
Stat
Electroroute
(via Supplier Lite Structure)
Electroroute
(via Supplier Lite Structure)
Garranereagh
Republic of Ireland
Enercon
Statkraft
Bord Gais
Glanaruddery
Republic of Ireland
Vestas
EnergyPro
Supplier Lite
Glencarbry
Republic of Ireland Nordex
EnergyPro
Electroroute
(via Supplier Lite Structure)
Gortahile
Killala
Republic of Ireland Nordex
Statkraft
Energia
Republic of Ireland
Siemens Gamesa
EnergyPro
Electroroute
Killala Battery
Republic of Ireland
Fluence
Fluence
Grid Beyond / Statkraft
Killhills
Republic of Ireland
Enercon
Knockacummer
Republic of Ireland Nordex
Knocknalour
Republic of Ireland
Enercon
Republic of Ireland
Enercon
SSE
SSE
Statkraft
Statkraft
Orsted
Orsted
Flogas / Energia
SSE
Republic of Ireland
Enercon
EnergyPro
Flogas
Republic of Ireland Nordex
Statkraft
Bord Gais
Republic of Ireland
Siemens Gamesa
ESB
ESB
Republic of Ireland
Siemens Gamesa
Bord na Mona
Supplier Lite
Republic of Ireland
Vestas
Republic of Ireland GE
Tullynamoyle II
Republic of Ireland
Enercon
Ireland
Statkraft
Statkraft
Statkraft
Statkraft
Microsoft
Bord Gais
Borkum Riffgrund 1
Germany
Siemens Gamesa Orsted
Orsted
Germany
Siemens Gamesa
SGRE/DWT
Danske Energy
France
France
France
France
France
France
France
Spain
Spain
Finland
Sweden
Sweden
Vestas
Nordex
Vestas
Enercon
Senvion
Nordex
Volkswind
Axpo Solutions AG
Volkswind
Axpo Solutions AG
Volkswind
Axpo Solutions AG
Volkswind
Axpo Solutions AG
Greensolver
Sorégies
Siemens Gamesa Greensolver
Greensolver
EDF
EDF
GE
Suntech
Nordex
Enercon
Enercon
Alfanar
Engie
Grupotec
Merchant
ABO
Enercon
Enercon
Gasum Oy
Skelleftea Kraft
Skelleftea Kraft
Total Spain, Finland and Sweden
Total Operating Portfolio
South Meath – Forward Sale
Andella – Forward Sale
Contracted to acquire/forward sale
Total Operating and Contracted Portfolio(2)
(1)
(2)
Includes Beam Hill (14MW, Vestas turbines) wind farm and Beam Hill Extension wind farm (6.9MW, Enercon turbines).
Includes Killala Battery which has 10.8MW of storage capacity.
Letteragh
Lisdowney
Monaincha
Raheenleagh
Sliabh Bawn
Taghart
Tullahennel
Butendiek
Germany
Arcy Precy
Genonville
Grande Piece
Menonville
Saint Martin
Sommette
Pasilly
France
Soliedra
Torrubia
Kokkoneva
Erstrask North
Erstrask South
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Total
MW
Owner ship
Stake
Net
MW
13.3
48.3
20.9
20.5
108.0
37.8
11.5
89.6
9.2
36.3
35.6
20.0
20.4
10.8
36.8
100.0
9.2
14.1
9.2
36.0
35.2
64.0
25.2
37.1
11.5
860.5
312.0
288.0
600.0
16.0
21.6
20.7
9.4
10.3
21.6
20.0
119.6
24.0
50.0
43.2
134.4
101.1
352.7
100%
100%
100%
50%
75%
100%
100%
13.3
48.3
20.9
10.3
81.0
37.8
11.5
100%
89.6
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
50%
25%
100%
100%
100%
50%
38.2%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
9.2
36.3
35.6
20.0
20.4
10.8
36.8
100.0
9.2
14.1
9.2
36.0
17.6
16.0
25.2
37.1
11.5
757.6
156.0
110.1
266.1
16.0
21.6
20.7
9.4
10.3
21.6
20.0
119.6
24.0
50.0
43.2
134.4
101.1
352.7
1,932.7
80.5
50.0
130.5
50%
100%
1,495.9
40.3
50.0
90.3
1,586
GREENCOAT RENEWABLES ANNUAL REPORT 2023
INVESTMENT MANAGER’S REPORT
Investment Portfolio continued
Ireland
Ballincollig Hill
Ballybane
Beam Hill
Carrickallen
Cloghan
Cloosh Valley
Cnoc
Cordal
Garranereagh
Glanaruddery
Glencarby
Gortahile
Killala and Killala Battery*
Killhills
Knockacummer
Knocknalour
Letteragh
Lisdowney
Monaincha
Raheenleagh
Sliabh Bawn
South Meath (forward sale)
Taghart
Tullahennel
Tullynamoyle II
Finland
Kokkoneva
France
Arcy Precy
Genonville
Grande Piece
Pasilly
Menonville
Saint Martin
Sommette
Germany
Borkum Riffgrund 1
Butendiek
Spain
Andella (forward sale)
Soliedra
Torrubia Solar
Sweden
Erstrask South
Erstrask North
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
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18
19
20
21
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24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
*
Killala wind farm and Killala Battery are a single site
on the above map as shown in location 13.
13
6
17
24
10
1
15
8
9
2
3
25
21
19
14
18
7
11
22
4
23
5
12
20
16
39
40
26
35
34
28
29
31
32
33
27
30
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37
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GREENCOAT RENEWABLES ANNUAL REPORT 2023STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
10
INVESTMENT MANAGER’S REPORT continued
Investment Portfolio continued
The Group’s portfolio benefits from increased diversification as assets with varying
geographical or technological characteristics are acquired. As at 31 December 2023, 78%
of capacity related to onshore wind assets, 18% to offshore wind assets, 3% to solar and
1% to battery assets. In addition, the Group benefits from owning and operating a young
fleet of assets with 94% less than 10 years old.
Operational Performance
Portfolio generation including compensated constraints amounted to 3,422GWh against
a budget of 3,754GWh representing underperformance against budget of 9%. With grid
outages largely compensated for, less wind resource than expected and other availability
issues resulted in a shortfall versus budget for the year.
Compensable
Budget
Wind farm
availability
Grid
Resource/
Other
Compensated
Production
Total
Production
3,754
(72)
(177)
(231)
148
3,422
Note: Grid includes curtailment.
YTD GWh
The Company’s pan European portfolio is exposed to a range of weather systems
which directly impacts generation capability. As exposure to new technologies and
geographies increases the diversification benefits of the portfolio
will increase.
Investment Activity
In the year under review, the Company remained a highly selective buyer of assets with
over 20,000MW of projects assessed leading to the acquisition of four new assets across
five separate transactions resulting in a 332MW increase in total capacity to 1.5GW.
In deploying a total of €524.3 million, the Company increased its exposure to offshore wind,
further reinforced its market position in Ireland and entered the Spanish solar market for the
first time. Importantly, strong operational performance facilitated the reinvestment of €119.3
million of organic cash resources into the funding of new acquisitions.
Breakdown of operating portfolio
by value as at 31 December 2023.
Assets
Borkum Riffgrund 1
Butendiek
Cloosh Valley
Clordal
Knockacummer
Erstrask North
Other
Principal Equipment Supplier
Siemens Gamesa
Nordex
Enercon
GE
Vestas
Suntech
Senvion
Fluence
Asset Age
< 3 years
3 –5 years
5 –10 years
> 10 years
3
2
0
2
T
R
O
P
E
R
L
A
U
N
N
A
S
E
L
B
A
W
E
N
E
R
T
A
O
C
N
E
E
R
G
Geography
Republic of Ireland
Germany
France
Sweden
Spain
Finland
12%
12%
8%
7%
7%
5%
49%
38%
18%
18%
11%
11%
2%
1%
1%
18%
6%
70%
6%
54%
25%
8%
8%
3%
2%
GREENCOAT RENEWABLES ANNUAL REPORT 2023
INVESTMENT MANAGER’S REPORT
Investment Portfolio continued
This is the first Strategic Framework
Agreement entered into by the Group and
provides access to a long-term pipeline of
onshore wind projects in Ireland.
The agreement establishes a unique
structure under which the Group agrees
to acquire project stakes on a forward
sale basis, subject in all cases to receipt
of relevant shareholder consents.
The framework structure will leverage
FuturEnergy Ireland’s unique development
pipeline and market leading expertise in
renewable energy project development
and delivery.
Asset Management
The Group continues to proactively
manage its portfolio in conjunction
with its O&M partners. As one of the
largest operators of renewable assets
in Europe, the Investment Manager is
able to leverage its position to achieve
economies of scale, optimise contractual
arrangements and execute on optimisation
opportunities at speed.
A dedicated team of experienced asset
management professionals are responsible
for the commercial management of the
Group’s investments throughout their
lifecycle. Deep market insight and strong
relationships with industry participants,
including governing and regulatory bodies,
allows the Company to deliver innovative
asset management initiatives that enhance
operational performance and unlock value.
The Investment Manager’s asset
management platform continues to be a
key differentiator, proactively managing
power price risk whilst increasing margins
through a wide range of initiatives. Key
achievements in 2023 include:
• Energy yield increases due to turbine
upgrade work, resulting in an increase in
valuation of c.€1.2 million.
• Significant reductions in operating
expenses achieved through successful
contract renegotiations and proactive
engagement with regulatory bodies,
resulting in an increase in valuation of
c.€20 million.
• Optimisation of trading strategies to
maximise constraint payments for Irish
assets.
• Successful court judgment(6) obtained
regarding compensation payments for
grid curtailments and constraints under
the EU Clean Energy Package.
• Unlocking new revenue streams for
grid ancillary services in Finland and
Germany, leveraging the experience
gained in the Irish market.
Further detail on completed investment
activity in the period is set out below.
Completed Acquisitions
• Completed an initial 22.5% and
subsequent additional 15.7% share of
the 288MW Butendiek offshore wind
farm located in the German North Sea.
• Completed the acquisition of the 38MW
Cloghan onshore wind farm located in
County Offaly, Ireland.
• Completed the acquisition of the 50MW
Torrubia solar farm located in Zaragoza,
Spain.
• Completed the acquisition of the
134MW Erstrask North wind farm
located in Norrbotten County, Sweden.
Notably, the completion of the first
Butendiek transaction in February 2023
represented the acquisition of the
Company’s second offshore wind farm
in a compelling market with strong
growth potential. Further, an additional
share acquired in December 2023 was
completed on an off-market basis securing
value accretive pricing. This follow-on
investment was made in partnership
with other funds managed by Schroders
Greencoat LLP highlighting the manner in
which the Investment Manager can access
and execute on value accretive and off
market opportunities that supplements the
capital available to the Company.
Forward Sale Commitments
The Group agreed to acquire a 50% stake
in the 80MW South Meath solar farm
located in County Meath, Ireland, from
Statkraft on a forward sale basis in July
2022 with a long term corporate PPA in
place. The acquisition is scheduled to
complete when the asset becomes fully
operational, which is expected in Q2 2024.
In July 2023, the Group entered into a
forward sale commitment to acquire
the 50MW Andella wind farm located in
Valladolid, Spain on a fully merchant basis.
Completion is scheduled to take place
once the asset becomes fully operational,
which is expected in Q3 2024.
The expected acquisition cost of both
assets amounts to €124 million which is
fully funded out of existing resources with
no additional forward sale commitments
in place. Following the completion of the
acquisitions in the period and taking into
account the forward sale commitments the
portfolio is expected to have total installed
capacity of 1.6GW.
Strategic Framework Agreement
In July 2023 the Company entered into a
long-term Strategic Framework Agreement
with FuturEnergy Ireland, in respect of its
1GW+ pipeline of onshore wind projects.
(6) Subject to potential appeal.
Power Prices & Contracting
Strategy
The Group operates across six European
markets and as a result, is subject to a wide
range of regulatory frameworks, subsidy
tariff mechanisms and other power price
initiatives. The Company’s portfolio has
been carefully constructed to provide
geographical diversification and a balance
between contracted and merchant income
streams.
As at 31 December 2023, c.75% of cash
flows were contracted over the 5 year
period to December 2028 and c.69% of
those underpinned by inflation linked
revenue contracts providing a high degree
of income security and protection against
movements in power prices.
The remaining 25% of the portfolio’s
income streams through to 2028 relate
to merchant revenues, which are subject
to market price at the point of sale and
provide opportunities for the Investment
Manager to structure corporate and utility
PPAs such as those set out below.
Developments in the Period
In accordance with our strategy of
maintaining a balanced approach to price
risk the Company successfully executed
on two long term PPA’s as set out below
representing 373GWh on an annualised
basis which equates to 15% of merchant
revenue volume through to 2030.
• 6.5 year PPA with a large multinational
relating to 62.5% of the output of
the Butendiek offshore wind farm,
representing 290GWh on an annualised
basis to power a green hydrogen
electrolyser facility.
• 6.5 year PPA with an international utility
business relating to 18.0% output of
the Butendiek offshore wind farm,
representing 83GWh on an annualised
basis.
The signing of long term PPAs with a range
of well covenanted counterparties reflects
the Company’s ability to unlock value
whilst proactively managing price risk.
The PPAs are structured on a ‘pay as you
produce’ basis (as opposed to baseload
PPAs) thereby eliminating risks relating to
generation volatility and are considered
highly effective in providing secured cash
flow over the long term.
11
G
R
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C
O
A
T
R
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W
A
B
L
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S
A
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N
U
A
L
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P
O
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T
2
0
2
3
I
S
T
R
A
T
E
G
C
R
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P
O
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T
G
O
V
E
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N
A
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I
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F
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GREENCOAT RENEWABLES ANNUAL REPORT 2023STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
12
INVESTMENT MANAGER’S REPORT continued
As fixed price incentive regimes taper off
over time and demand for green energy
increases, the Investment Manager expects
to continue to deliver PPAs with large,
highly reputable counterparties as part of
its core strategy.
The Group’s strategy remains to maintain
an appropriate balance between fixed
and merchant revenues and will continue
to manage power price risk through a
combination of investment activity, the
signing of PPAs and asset recycling.
Financing
During the period, the Group entered
into a new three-year RCF with an existing
syndicate of lenders amounting to €350.0
million. The facility is based on EURIBOR
plus a margin of 1.4%.
At 31 December 2023, total Aggregate
Group Debt amounted to €1,342.1 million
equating to a gross gearing ratio of 51.2%.
When unrestricted cash balances are
taken into account, net debt amounted
to €1,263.2 million, implying a net gearing
ratio of 49.7%.
Post year end, the Group was pleased to
enter into a new €150 million, 5-year term
debt facility with a syndicate of existing
and new lenders. The floating rate facility
is fully hedged via an interest rate swap
with an all-in interest rate of 4.1%.The new
debt facility resulted in a new institutional
lender being added to the Group’s
banking syndicate and, with a 145 bps
margin consistent with previous financing
transactions, is indicative of the Group’s
robust credit profile.
As at 31 December 2023, the weighted
average cost of the Group’s term debt
was 2.7% (2022: 2.2%) and the weighted
average maturity of the Group’s term debt
was 3.7 years. 98% of the Group’s term
debt is fixed rate or effectively fixed via an
interest rate swap with the earliest debt
facility maturity in October 2025.
Financial performance
Net cash generation amounted to
€196.7 million (2022: €215.0 million) with
gross and net dividend cover of 2.7x and
2.6x respectively. Dividends paid in the
period amounted to 6.36 cent per share
with total dividends paid or declared for
2023 amounting to 6.42 cent per share.
As a result of sustainable high cash
generation, the Company has set a 2024
dividend target of 6.74 cent per share
representing a year-on-year increase of 5%.
As a result of successfully executing on its
growth strategy, the Company generates
high cash generation on a sustainable
basis which provides it with enhanced
strategic optionality. As set out in the table
below, the Company’s base case indicates
the ability to generate operating cashflows
in excess of €845.0 million through to 2028 with more than €400.0 million post the
payment of dividends.
Base case net cash generation
€163m
€154m
€183m
€173m
€172m
2024
2025
2026
2027
2028
Dividends
Dividend cover
Sensitivity
€60/MWh
€50/MWh
€40/MWh
€30/MWh
€77m
2.1x
€78m
2.0x
€79m
2.3x
€79m
2.2x
€80m
2.1x
2.4x
2.2x
2.1x
1.9x
2.2x
2.0x
1.8x
1.7x
2.1x
1.9x
1.8x
1.6x
2.2x
1.9x
1.7x
1.6x
2.1x
1.8x
1.6x
1.3x
Base case power forecast
€47/MWh €52/MWh €68/MWh €61/MWh €63/MWh
Basis of preparation:
• Includes €124 million of forward sale commitments.
• Assumes the reinvestment of 60% of post dividend cash flows in Irish RESS assets
yielding current market rates starting in 2024 which requires an investment of €270.9
million and a cumulative contribution to net cash generation of €36.6 million.
• Dividend growth assumption c.1% per annum after 2024.
• Excludes any potential power price upside impact.
• Surplus cash used to repay debt and assumes debt facilities maturing in the period are
refinanced at 4.5%.
• Power price based on market futures to 2025 and external consultants price curves
thereafter.
• Real 2023 figures and pre any applicable PPA discounts.
Importantly, given current volatility in investment markets, the Company’s cash
generative qualities provide it with multiple options to consider in allocating capital
including the funding of acquisitive growth and material deleveraging.
Further, with c.84% of revenues contracted in 2024 and c.75% through to 2028, the
Company’s cash generation profile and ability to deliver progressive dividends is strong
even in the face of severe power price volatility.
Cash balances at 31 December 2023 amounted to €142.9 million including €79.0 million
of unrestricted cash with €20.0 million of availability under its RCF. Following the draw
down of the new €150.0 million facility and subsequent repayment of the RCF, the Group
has a total of €170.0 million of RCF availability to pursue its strategic objectives.
Cash Movements and Dividend Cover
For the year ended
31 December 2023
Net cash generation
Dividends paid
Investment activity(2)
Debt facilities(3)
Other(4)
Movement in cash
Opening cash balance
Ending cash balance
Dividend cover
Net(1)
€’m
189.5
(72.6)
(526.5)
388.6
(24.3)
(45.2)
188.1
142.9
2.6x
Gross(1)
€’m
196.7
(72.6)
(526.5)
381.5
(24.3)
(45.2)
188.1
142.9
2.7x
(1)
(2)
(3)
(4)
Net column reflects cash generation stated net of scheduled project level debt repayments amounting to
€7.2 million.
Investment activity stated net of cash acquired amounting to €27.4 million and including €2.2 million of
acquisition costs.
Movement in debt facilities made up of €748.0 million of drawdowns less €343.0 million of repayments, €12.2 million
project level debt prepayment, €7.2 million project level debt repayment and €4.2 million in upfront finance costs.
Includes repayment of €20.1 million of government price cap related liabilities plus €4.2 million of capital
expenditure relating to acquired assets.
GREENCOAT RENEWABLES ANNUAL REPORT 2023 INVESTMENT MANAGER’S REPORT
13
Net Cash Generation – Breakdown
Revenue
Operating expenses(1)
Implied EBITDA
Interest expense and finance costs(2)
Project level debt repayment
Tax(3)
Net cash generation
For the year ended
31 December 2023
Net
€’m
379.2
(128.0)
251.2
(33.3)
(7.2)
(21.2)
189.5
Gross
€’m
379.2
(128.0)
251.2
(33.3)
–
(21.2)
196.7
Includes project level interest expense amounting to €2.3 million.
(1) Operating expenses include €12.3 million of management fee paid to the investment manager.
(2)
(3) Tax paid as a consequence of elevated power prices.
As set out in the table above, total revenues amounted to €379.2 million with implied EBITDA of €251.2 million. After taking
into account debt service costs of €33.3 million and taxes of €(21.2) million net cash generation amounted to €196.7 million and
€189.5 million after adjusting for scheduled project level debt repayments of €7.2 million.
Net Cash Generation – Reconciliation to Net Cash Flows from Operating Activities
For the year ended
31 December 2023
Net cash flows from operating activities(1)
Movement in cash balances of SPVs(2)
SPV capex and PSO cash flow(3)
Repayment of project level debt(2)
Repayment of shareholder loan investment(1)
Movement in shareholder loan interest payable
Finance costs(1)
Net cash generation
Net
€’m
127.4
(59.1)
30.3
–
130.7
(8.8)
(31.0)
189.5
Gross
€’m
127.4
(59.1)
30.3
7.2
130.7
(8.8)
(31.0)
196.7
(1)
(2)
(3)
Refer to the Consolidated Statement of Cash Flows.
Refer to note 9.
Includes €4.2 million of capital expenditure relating to acquired SPVs and €26.1 million of payments relating to government subsidies not included within net cash generation.
Portfolio Valuation
The Company’s NAV represents the summation of the Group’s underlying investments, its other assets and liabilities including its cash
resources net of Group debt. The primary driver of NAV is the valuation of the Group’s underlying investments. In order to provide
visibility on underlying portfolio performance the Company has broken down the movement in NAV as set out in the tables below.
NAV
31 December
2022
Investment
Movement in
SPV valuation
Movement in
cash (Group
and SPVs)
Movement in
other relevant
assets/liabilities
Movement in
Aggregate
Group Debt
NAV
31 December
2023
€1,282.5m
€543.3m
€(107.2)m
€(45.2)m
€3.5m
€(397.5)m
€1,279.4m
2,000.0
1,800.0
1,600.0
1,400.0
1,200.0
1,000.0
800.0
600.0
400.0
200.0
0.0
Shares
in issue
NAV/share
(cent)
1,141,238,938
112.4
1,141,238,938
112.1
GREENCOAT RENEWABLES ANNUAL REPORT 2023STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS 14
INVESTMENT MANAGER’S REPORT continued
NAV as at 31 December 2022
Net cash generation
Dividends paid
Depreciation
Power Price
CPI
Performance improvement initiative
Other
NAV as at 31 December 2023
€’000
Cents per share
1,282,457
189,866
(72,583)
(110,755)
(27,761)
15,413
24,448
(21,724)
1,279,361
112.4
16.6
(6.4)
(9.7)
(2.4)
1.4
2.1
(1.9)
112.1
Reconciliation of Statutory Net Assets to Reported NAV
As at
31 December 2023
As at
31 December 2022
DCF valuation
Other relevant assets (SPVs)
Cash (SPVs)
Fair value of investments(1)
Cash (Group)
Other relevant (liabilities)/assets
GAV
Aggregate Group Debt(2)
NAV
Shares in issue
NAV per share (cent)
€’000
2,463,585
15,420
129,545
€’000
2,037,227
5,703
161,297
2,608,550
2,204,227
13,378
(419)
2,621,509
(1,342,148)
1,279,361
26,841
(3,951)
2,227,117
(944,660)
1,282,457
1,141,238,938
1,141,238,938
112.1
112.4
(1)
The fair value of investments excludes €87 million of debt and swap values held at SPV level that are not included in the equivalent figure in the consolidated Statement of
Financial Position.
(2) Aggregate Group debt includes €87 million of debt and swaps held at SPV level, term debt of €925 million and RCF debt of €330 million.
NAV Assumptions
The DCF valuation of the Group’s
underlying investments represents
the largest component of GAV. The
key sensitivities to the valuation are
considered to be the discount rates
applied to the cash flows and long-term
assumptions in relation to power prices,
inflation, energy yield and asset life.
Discount Rates
The base case discount rate is a blend
of a lower discount rate for contracted
cash flows and a higher discount rate
for merchant cash flows. The blended
portfolio unlevered discount rate as at
31 December 2023 was 7.1% representing
a 20 bps increase from 31 December 2022.
The DCF valuation is produced by
aggregating the unlevered individual
asset discounted cash flows. The portfolio
equivalent levered discount rate based
on a long-term gearing assumption of
40% and cost of debt assumption of 4.5%
is c.9.1%. Given the Company’s ongoing
expense ratio of c.1.2%, the net return
to shareholders is c.8.0% (assuming
investment at NAV), implying a c.550
bps spread against 10-year European
sovereign debt(7).
Power Prices
Short term power prices are based on the futures market with long term power price forecasts provided by leading market consultants
and updated quarterly.
As at 31 December 2023, contracted revenues are forecasted to contribute c.75% of total revenues to 2028. Further, over the life of the
portfolio, fixed cash flows are forecast to contribute c.48% of the total DCF value with 52% relating to merchant cash flows.
The following chart shows the base case power price profile (before any PPA discounts).
h
W
M
/
€
)
l
a
e
R
(
100
80
60
40
20
0
(7)
2.3% weighted average 10-year sovereign debt reflecting portfolio generation as at 31 December 2023.
GREENCOAT RENEWABLES ANNUAL REPORT 2023 INVESTMENT MANAGER’S REPORT
15
Inflation
The Company’s inflation assumptions are based on individual central bank forecasts over the short term with an assumption of 2%
over the long term, in line with European Central Bank forecasts. There was no change in underlying inflation assumptions from
31 December 2022.
NAV Sensitivity
The Company performs regular NAV sensitivity analyses by applying a range of potential scenarios relating to key inputs in the NAV
calculation. The chart below shows the impact of key sensitivities on NAV.
Impact on NAV
Discount rate (+/- 0.25%)
Inflation rate (+/- 0.5%)
Energy yield (10 year P90/P10)
Power price (+/- 10%)
Asset Life (+/- 5 years)
-20c
-15c
-10c
-5c
0c
cent per share
5c
10c
15c
20c
Due to the successful execution of its
strategy over recent years, the Company
benefits from a sizeable and robust
balance sheet, high levels of sustainable
cash flow generation and a market
leading operating platform. As a result,
the Company’s strategic opportunity
set has broadened providing a wider
range of capital allocation decisions
for consideration that includes debt
repayments and share buybacks.
With the disciplined allocation of capital
acting as a guiding principle the Company
looks forward to the year ahead and is
determined to play an important role in the
energy transition whilst delivering attractive
risk adjusted returns to shareholders.
Environmental, Social and
Governance
Sustainability and environmental
stewardship continue to be central to
what we do and how we go about our
daily business. By increasing our total
generation capacity to 1.5GW and
with further growth to come through
investment activity in 2024, the Company
has the opportunity to contribute to the
energy transition.
The Company continues to actively engage
with local communities, fostering positive
relationships and promoting social and
economic benefits. In the year under review,
we contributed more than €1.3 million
to local communities. We consider local
communities to be key stakeholders and
central to our ability to deliver meaningful
and lasting positive impact.
The Company is committed to meeting
the disclosure requirements relating to
Article 9 of EU SDFR and TCFD which
form part of our 2023 Annual Report and
we continue to report that 100% of our
revenues are aligned to the EU Taxonomy
criteria for Climate Change Mitigation.
Further details of other ESG related
activities can be found in our latest ESG
report on the Company’s website:
www.greencoat-renewables.com
Health and Safety
Health and safety matters are of paramount
importance for both the Group and the
Investment Manager. The Investment
Manager oversees the execution of a
detailed and wide-ranging asset level
health and safety management plan.
In addition, comprehensive health and
safety reports provided by operational site
managers are reviewed by the Investment
Manager and relevant subsidiary entity
directors on a monthly basis. In the period,
444 health and safety audits and site
inspections were performed by operations
managers across the portfolio.
The Investment Manager reported that
there was one lost time incident in the
year ended 31 December 2023 due to a
technician slipping in a turbine, injuring
his ankle and being off work for eight
days. He has since made a full recovery.
Outlook
Despite a range of macro-economic
factors buffeting investment markets, 2023
was a year of progress in the renewable
energy sector with ongoing market reform
and legislation used as tools to drive
investment in order to meet increasingly
challenging decarbonisation targets.
Importantly, the final text agreed at COP28
sets out a 2030 ambition to triple global
renewable generation and double energy
efficiency serving to increase pressure
on member states whilst underlining the
opportunity for the Company to participate
in the energy transition.
GREENCOAT RENEWABLES ANNUAL REPORT 2023STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS 16 BOARD OF DIRECTORS
The Directors are of the opinion that the Board comprises an appropriate balance of
skills, experience and diversity. The Board is comprised of individuals from relevant and
complementary backgrounds offering experience in investment, financial and business skills, as
well as in the energy sector, from both an investment and a commercial perspective.
Rónán Murphy,
Chairman
Kevin McNamara,
Chairman of the Audit Committee
Emer Gilvarry,
Senior Independent Director
Rónán Murphy, aged 66, was previously
Senior Partner of PwC Ireland, a position
he was elected to in 2007 and was re-
elected to for a further 4-year term in
July 2011. Rónán joined PwC in 1980,
qualifying in 1982 and was admitted to
the partnership in 1992. Rónán was a
member of the PwC EMEA Leadership
Board from 2010 to 2015. Rónán is also a
non-executive director of Icon PLC.
Rónán holds a Bachelor of Commerce
degree and Masters in Business Studies
from University College Dublin and is
a Fellow of the Institute of Chartered
Accountants.
Kevin McNamara, aged 69, has more
than 25 years’ experience in the energy
sector. Kevin enjoyed a long career with
ESB International, including leading the
investment division of ESB International
Investments. More recently Kevin was
CFO of Amarenco Solar, a solar business
focussed on the Irish and French markets
and prior to this CEO of Airvolution
Energy, a UK wind development
business.
Kevin holds a Bachelor of Commerce
degree from University College Dublin
and is a Fellow of the Institute of
Chartered Accountants.
Emer Gilvarry, aged 66, was the
Managing Partner of Mason Hayes &
Curran for two consecutive terms from
2008 to 2014. From 2014 until 2018, Emer
took over the role of Chair of the firm.
She is also a former Head of the firm’s
Litigation Group (2001 to 2008). Emer is
a former Board member of Aer Lingus.
Emer is also a non-executive director of
Kerry Group PLC and a Patron of Chapter
Zero (a chapter for the education of non-
executive directors in sustainability).
Emer holds a Bachelor of Law degree
from University College Dublin (BCL).
GREENCOAT RENEWABLES ANNUAL REPORT 2023 BOARD OF DIRECTORS
17
Marco Graziano
Eva Lindqvist
Marco Graziano, aged 66, has more than
35 years’ of worldwide experience in the
energy sector, with a demonstrated track
record of driving growth and profitability
managing large organisations. He served
as both executive and non-executive
director in a number of companies in
Europe, Africa, Middle East and Latin
America. After many years with the
French multinationals Alstom and Areva,
more recently he was President of South
Europe, MENA and LATAM for Vestas
Wind Syst.
Marco holds a doctorate degree in
mechanical engineering from Genoa
University.
Eva, aged 66, has more than 30 years’
extensive international experience in
telecoms and infrastructure, having
worked for more than 30 years across
these sectors. She spent the majority of
her career at Ericsson where she held a
number of senior management positions.
In 2007, she was appointed CEO of
Xelerated Holdings AB, an international
technology company specialising in semi-
conductors, where she held the position
until 2011. Since then, she has held a
number of Chair and non-executive
director roles, including Bodycote plc,
Keller Group plc and Tele2 AB.
Eva graduated with a Master of Science
in Engineering and Applied Physics from
the Linkoping Institute of Technology
and holds an MBA from the University of
Melbourne, along with being a member
of the Royal Swedish Academy of
Engineering Sciences.
Other Irish Public Company Directorships
In addition to their directorships of the Company, the below Directors currently hold the following Irish public company directorships:
Rónán Murphy Icon PLC
Emer Gilvarry Kerry Group PLC
The Directors have all offered themselves for re-election and resolutions concerning this will be proposed at the AGM.
Conflicts of Interest
The Directors have declared any conflicts or potential conflicts of interest to the Board of Directors which has the authority to approve
such situations. The Company Secretary maintains the Register of Directors’ Conflicts of Interests which is reviewed quarterly by the
Board and when changes are notified. The Directors advise the Company Secretary and the Board as soon as they become aware of
any conflicts of interest. Directors who have conflicts of interest do not take part in discussions which relate to any of their conflicts.
GREENCOAT RENEWABLES ANNUAL REPORT 2023STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS 18
DIRECTORS‘ REPORT
The Directors present their
Annual Report, together with
the consolidated financial
statements of Greencoat
Renewables PLC for the year
ended 31 December 2023.
Principal Activity and Business
Review
A detailed account of performance and
a review of the business in the period
are covered in the Investment Manager’s
Report on pages 6 to 15.
Results for the Year
The consolidated financial statements for
the financial year ended 31 December
2023 are set out in detail on pages 45 to
74 including the results for the year which
are set out in the Consolidated Statement
of Comprehensive Income on page 45.
Future Developments
The Group’s outlook is discussed in the
Investment Manager’s Report on page 15.
Investment Objective
The Company’s aim is to provide attractive
risk-adjusted returns to shareholders
through an annual dividend (target of
6.74 cent per share for 2024) that increases
progressively whilst growing the capital
value of its investment portfolio. The
Company is targeting an IRR of 7% to
8% (net of expenses and fees) on the
issue price of the ordinary shares to be
achieved over the longer term via active
management of the investment portfolio,
reinvestment of excess cash flows and the
prudent use of leverage.
Investment Policy
The Company owns and operates a
portfolio of renewable energy generation
assets in Ireland and continental Europe,
through its subsidiaries, where there is a
stable and robust renewable energy policy
framework. Over time, the Company
aims to achieve diversification principally
through investing in a growing portfolio
of assets across a number of distinct
geographies and a mix of renewable
energy technologies. The Company,
through its underlying subsidiaries, seeks
to invest in assets with robust contractual
structures that deliver long-term
predictable cash flows with the potential
for asset management led value creation.
The Company makes prudent use of
leverage, including the use of revolving
credit facilities, to finance the acquisition
of investments and to achieve target
returns. The Company will generally avoid
raising debt at subsidiary level and seeks
to borrow at holding company level on
more advantageous terms. The Company
may raise debt from banks and capital
markets as it deems appropriate. To the
extent debt facilities are not re-financed,
it is intended they are repaid in full or in
part, in normal market conditions, through
a combination of operating cash flows and
equity capital.
The Directors believe that the renewal
of the Company’s authority to purchase
shares, as detailed above, is in the best
interests of shareholders as a whole and
therefore recommend shareholders to
vote in favour of the special resolution.
Discount Control
As part of the Company’s discount control
policies, the Board intends to propose a
continuation vote by shareholders if the
share price trades at a significant discount
to NAV. If in any financial year, the shares
have traded on average, at a discount
in excess of 10% or more to the NAV
per share in any financial year, the Board
will propose a special resolution at the
Company’s next annual general meeting
that the Company cease to continue in
its present form. Notwithstanding this,
the Board could consider buying back
its own shares in the market if the share
price is trading at a material discount to
NAV, providing it is in the interests of the
shareholders to do so. In the year ended
31 December 2023, shares have traded on
average, at a discount of 8.4% to the NAV
and therefore, the Board are not required
to propose a vote on continuation.
Major Interests in Shares
Significant shareholdings as at
31 December 2023 are detailed below:
Ordinary
shares
held % as at
31 December
2023
10.1%
8.9%
7.3%
5.3%
5.1%
4.8%
4.5%
3.7%
3.3%
3.3%
3.1%
Shareholder
BlackRock Inc
KBI Global Investors
FIL Investment
International
Brewin Dolphin Wealth
Management
Abrdn plc
Irish Life Investment
Managers
Newton Investment
Management
Cantor Fitzgerald
M&G Investment
Management
Davy Stockbroker
CCLA
Group Structure and Share
Capital
The Company is incorporated in the
Republic of Ireland. The Group is wholly
independent and is not tied to any
particular utility or developer. All of the
ordinary shares in the Company are
quoted on the Euronext Growth Market
of Euronext Dublin and on the AIM of
the London Stock Exchange. The Group
comprises of Greencoat Renewables
PLC, Greencoat Renewables 1 Holdings
Limited, Greencoat Renewables 2
Holdings Limited and GR Wind Farms 1
Limited. GR Wind Farms 1 Limited invests
in the underlying portfolio companies and
Greencoat Renewables 2 Holdings Limited
is the borrowing entity of all third-party
debt facilities at Group level.
The Company has one class of ordinary
shares, which carry no rights to fixed
income. Shareholders are entitled to all
dividends paid by the Company and, on
a winding up, provided the Company
has satisfied all of its liabilities, the
shareholders are entitled to all of the
surplus assets of the Company.
All shareholders have the same voting
rights in respect of the share capital of
the Company. Shareholders are entitled
to attend and vote at general meetings of
the Company and, on a poll, to one vote
for each ordinary share held.
The rights and obligations to the ordinary
shares are set out in the Company’s
articles of association which are available
on the Company’s website:
www.greencoat-renewables.com.
Authority to Purchase Own
Shares
The current authority of the Company to
make market purchases of up to 14.99%
of its issued share capital expires at the
conclusion of every AGM. A special
resolution will be proposed at the
forthcoming AGM seeking renewal of such
authority until the date of the next AGM
(or the date which is 15 months after the
passing of such resolution, whichever is
earlier). The purchases will only be made
for cash at prices below the estimated
prevailing NAV per share and where the
Board believes such purchases will result
in an increase of the NAV per share. Any
shares repurchased under this authority
will either be cancelled or held in treasury
at the discretion of the Board for future
resale in appropriate market conditions.
GREENCOAT RENEWABLES ANNUAL REPORT 2023 DIRECTORS‘ REPORT
19
Companies Act 2014 Disclosures
The Directors disclose the following information:
• the Company’s capital structure is detailed in note 16 of the consolidated financial
statements and all shareholders have the same voting rights in respect of the share
capital of the Company. There are no restrictions on voting rights that the Company is
aware of, nor any agreement between holders of securities that result in restrictions on
the transfer of securities or on voting rights;
• there are no securities carrying special rights with regard to the control of the
Company;
• the Company does not have an employees’ share scheme;
• the rules concerning the appointment and replacement of Directors are contained in
the Company’s Articles of Association and the Companies Act 2014; and
• there are no agreements between the Company and its Directors providing for
compensation for loss of office that may occur because of a takeover bid.
Key Performance Indicators
The Board believes that the key metrics detailed on page 3, which are typical for
renewables infrastructure investment funds, will provide shareholders with sufficient
information to assess how effectively the Group is meeting its objectives.
Ongoing Charges
Management fee
Directors’ fees
Ongoing expenses(1)
Total
Weighted
Average NAV
31 December 2023
31 December 2022
€000
12,369
472
2,348
15,189
%
0.96%
0.04%
0.18%
1.18%
€000
11,913
358
2,082
14,353
%
1.00%
0.03%
0.18%
1.21%
1,284,821
1,187,324
(1) Ongoing expenses excludes broken deal costs of €0.534 million and administration costs of €0.285 million
• Based on the 31 December 2023 NAV of €1,279 million, the total ongoing charges
ratio is 1.2% of NAV. Assuming no change in NAV, the 2024 ongoing charges ratio is
expected to be 1.2%.
• The Investment Manager is not paid any performance or acquisition fees.
Directors’ Indemnity
Directors’ and Officers’ liability insurance cover is in place in respect of the Directors. The
Company’s Articles of Association provide, subject to the provisions of Ireland and UK
legislation, an indemnity for Directors in respect of costs which they may incur relating
to the defence of any proceedings brought against them arising out of their positions as
Directors, in which they are acquitted, or judgement is given in their favour by the Court.
Except for such indemnity provisions in the Company’s Articles of Association and in the
Directors’ letters of appointment, there are no qualifying third-party indemnity provisions
in force.
Environmental, Social and Governance
The Group invests solely in renewable energy assets and the environmental benefits of
renewable energy generation are well understood. The Company is proud to be playing
a critical role in helping to achieve key renewable energy targets, as well as contributing
to the broader net zero economy and global climate change mitigation objectives.
The Group now owns and operates 1.5GW of installed wind and solar energy generation
capacity across 6 countries. During 2023, the portfolio generated renewable electricity to
power more than 750,000 homes(8) and displace in excess of 1.3 million tonnes(9) of CO2.
Through acquiring operational solar
and wind farms from third parties, this
allows capital to be recycled into further
renewable energy projects. Generating
renewable electricity and enabling capital
recycling are considered to contribute to
Sustainable Development Goal (“SDG”) 7
by ensuring access to affordable, reliable,
sustainable and modern energy for all, and
SDG 13 in taking urgent action to combat
climate change and its impacts.
The Company recognises that its long
term success is tied to the effective
management of ESG factors associated
to its business, including those that
are important to its shareholders and
stakeholders.
Although the non-executive Board has
overall responsibility for the activities of
the Company and its investments, the
day-to-day management of the business
is delegated to the Investment Manager
which includes responsibility for ESG
matters. In collaboration, the Board and
the Investment Manager assess how ESG
should be managed, and the Company has
developed its ESG policy in accordance
with the Investment Manager’s ESG policy.
The commitments set out in the ESG Policy
are applied to all investments made by the
Group. Appropriate processes are in place
to ensure ongoing compliance of investee
companies with the ESG Policy, as well as
other policies of the Investment Manager
including policies relating to Supply Chain,
Slavery and Human Trafficking and wider
Code of Conduct.
The Investment Manager’s ESG
Policy outlines the Group’s approach
to responsible investing and other
sustainability-related matters, including
the environmental standards which it aims
to meet. The commitments set out in the
Policy include its commitment to adopting
the Principles for Responsible Investment,
its adoption of industry initiatives such as
the NZAMI and the Task Force for Climate-
related Financial Disclosures, and its
approach to integrating sustainability risks
into investment processes.
All investments and operations in 2023
were aligned with the ESG Policy of the
Company and the Investment Manager.
The Company’s full ESG policy and its ESG
report are available on the Company’s
website: www.greencoat-renewables.com.
Detailed disclosure on the Company’s
governance structure and activities can be
found in the Corporate Governance Report
on pages 32 to 36.
(8)
(9)
The number of homes powered is based on the average annual household energy consumption, using the latest reported figures, and reflects the portfolio’s annual electricity
generation as at the relevant reporting date for each region.
Based on the marginal generation displaced in each jurisdiction. Gas generation for Ireland and Spain at 385 gCO2/kWh, Nuclear generation for France and Sweden at 0 gCO2/
kWh, Biomass generation for Finland at 0 gCO2/kWh and coal generation for Germany at 935 gCO2/kWh. This approach is the preferred option under PCAF guidance
(“Operating margin”) for measuring carbon avoided and replaces the methodology applied in 2022 that applied average grid intensity per region.
GREENCOAT RENEWABLES ANNUAL REPORT 2023STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
20
DIRECTORS‘ REPORT continued
Task Force on Climate Related
Disclosures (“TCFD”)
TCFD was established in 2015, with the
goal of developing consistent disclosure
standards for companies, to enable
investors and other stakeholders to assess
the companies’ climate related financial
risk.
The premise of such climate related
financial disclosures is that financial
markets need clear, comprehensive,
high-quality information on the impacts
of climate change. This includes the risks
and opportunities presented by rising
temperatures, climate related policy and
emerging technologies in a changing
world.
The Company made its first disclosure
under TCFD in its 2020 Annual Report.
Having implemented the TCFD
recommendations for the first time in
2021, the Company continues to evolve
and improve its implementation of
such recommendations with support
from the Investment Manager’s ESG
Committee and Sustainability Team.
Areas of particular focus for continued
improvement in disclosures include
climate scenario analysis and the
quantification of climate-related risks.
The Company is also a partner to the
‘Ireland TCFD Supporters Campaign’, an
initiative created by Sustainable Finance
Ireland and supported by the Department
of Finance and the UN Environment
Programmer’s Finance Initiative, to
enhance the levels of climate-related
reporting and disclosures in Ireland.
The core elements of the TCFD
disclosures, as recommended by the Task
Force, comprise of 4 thematic areas.
1. Governance
The Board is responsible for the
determination of the Company’s
Investment Objective and Investment
Policy. It also oversees the management
of the Company and its investments,
including ESG and climate related risks
and opportunities. The Board delegates
the day-to-day management of the
business, including management of ESG
matters, to the Investment Manager.
The Audit Committee considers the
Company’s climate related disclosures in
its Annual Report.
As discussed in the Corporate Governance
Report on pages 32 to 36, the Company’s
approach to governance is to manage risk
through robust processes and controls
and to ensure best practices are in place
to support its growing business. It does
this through regular meetings between
the Board and the Investment Manager
where risk management of the Company
and its investments are considered and
discussed. Climate related risks are
covered during these discussions, as they
naturally arise from the Group’s underlying
investments and include discussion on
developments in European energy policy,
weather patterns and how the Company’s
strategy can further support the energy
transition. A risk matrix, that includes
climate-related risks, is maintained by
the Investment Manager and reviewed
and approved by the Board on an annual
basis.
In addition, the Investment Manager
has its own ESG committee that meets
regularly to discuss ESG and climate
related risks relating to the Group and
other funds it manages. This committee
has implemented an ESG Policy that
looks to establish best practice in climate
related risk management, reporting
and transparency, amongst other
commitments. Representatives from the
Investment Manager also sit on the Boards
of the SPV companies, which meet on a
regular basis to discuss ESG and climate
related risk management.
2. Strategy
As a significant investor in renewable
energy infrastructure in Europe, the
Group’s growth has been achieved
through the acquisition and operation of
renewable energy generation assets with
stable revenues backed predominately by
government support mechanisms.
The Company’s strategy and Investment
Policy of acquiring operating capacity in
the secondary market, enables developers
and utilities to recycle capital, facilitating
further renewable build-out and thus plays
a significant role in increasing generating
capacity and decarbonisation of the
energy systems in line with governments’
Net Zero ambitions.
The Company considers that the
decarbonisation of the economy will
continue to present significant investment
opportunity and the size of the Company’s
growth will be related to the success of
the sector and the engagement of its
stakeholders.
The Company’s strategy is well aligned for
the transition to a low carbon economy.
The Company also recognises, however,
that there are relatively material short-
term and medium to long-term transition
risks that could impact its financial
performance. The Company seeks to
manage and mitigate these risks where
they are material.
The following tables summarise the
principal opportunities and risks identified
by the Company and detail, where
relevant, on how it manages the risks or
opportunities. Climate related risks can
be classified into two broad categories
in line with TCFD recommendations: (i)
risks associated with the transition to
a decarbonised economy; and (ii) risks
associated with the physical impacts of
climate change.
GREENCOAT RENEWABLES ANNUAL REPORT 2023 DIRECTORS‘ REPORT
21
Opportunities
Climate opportunity category Transition – policy
Climate issue
Opportunities
Response
Regulation and
policy supporting
renewable energy
generation
Increasing ambition of corporate and
government net zero targets is expected to
result in supportive policy incentives for the
renewable energy sector. It is also expected to
lead to increased use of lower emission sources
of energy and a shift towards de-centralised
energy production, increasing the demand for
operational renewable energy assets.
The Company considers that the decarbonisation of the
European economy will continue to present a significant
investment opportunity in the short and medium term (0-15
years) and the size of the Company’s growth will be related
to the success of the sector and the engagement of its
stakeholders.
Across Ireland and its targeted jurisdictions in Continental
Europe, the Company expects transformational growth of
renewable capacity to be in operation by 2030. The Company
continued to acquire new sites in 2023 and sees many value-
accretive opportunities for growth in the European secondary
market, benefiting from its execution track record, relationships
with developers and potential asset vendors and the ability to
transact at any scale.
Climate opportunity category Transition – market opportunity
Climate issue
Opportunities
Response
Increased
demand for
renewable energy
generation
Increasing ambition of corporate and
government net zero targets could lead
to a material increase in the procurement
of renewable energy by businesses and
consumers. Moreover, companies are
increasingly required to demonstrate their
commitment to reducing their carbon footprints
which may increase the demand for corporate
Power Purchase Agreements (PPAs) and
Guarantees of Origin certificates.
An increase in demand for PPAs would provide the Group
with an option to fix power prices, should it decide to do so,
and thus also mitigate price volatility. An increase in demand
for renewable energy could also support power prices for
renewable generation assets.
Climate opportunity category Transition – products and services
Climate issue
Opportunities
Response
Increased investor
interest in
renewable energy
funds
Asset Owners are increasingly expected by
regulators and clients to disclose on their
strategies to mitigate climate change. This
includes the setting of Net Zero targets and
investing in climate solutions such as renewable
energy assets. Increased investor interest in
renewable energy funds could lead to lower
cost of capital and enable greater capital raises
to support the long-term growth and M&A
activities of the Company.
Risks
Climate risk category Transition – market
There is increased investor interest in companies that support
investors in meeting their net zero ambitions and this provides
an opportunity to the Company in the short term (<5 years).
The Company continues to evolve its engagement with the
market and its disclosures to better explain the positive
role that renewable energy generation plays in the energy
transition.
Climate issue
Risks
Response
Increased
renewable
generation
capacity reduces
power prices
It Is possible that the deployment of new
renewable energy generation capacity, required
to meet future government and EU net zero
targets, could reduce the power price captured
by the Group’s portfolio investments resulting
in reduced revenues and inability to meet the
Group’s dividend policy.
The Board and the Investment Manager considers that the
key factor that could impact the Company in the transition
to a lower carbon economy is the variability of power prices
in the medium term (10-15 years). The risk is mitigated to
some extent by the Company through the existence of Power
Price Agreements (PPAs) and contracted cash flows in stable
economies for 15 years. The Group’s dividend policy has also
been designed to withstand significant short-term variability in
generation or power price capture. In the medium-long term
(15-30 years), however, the risk is considered higher with the
potential impact of a lower long term power price resulting in a
decrease in the Company’s NAV (see Climate Scenario section).
GREENCOAT RENEWABLES ANNUAL REPORT 2023STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS 22
DIRECTORS‘ REPORT continued
Risks continued
Climate risk category Transition – policy
Climate issue
Risks
Response
Retrospective
changes to
policies providing
financial support
to renewable
energy
There is a risk that the EU governments
retrospectively change the financial support
for the renewable energy sector. Retrospective
changes to such financial support, could have
a material adverse effect on the business,
financial position, results, future growth
prospects as well as returns to investors.
The Board considers the potential likelihood of retrospective
changes in the short-term (<5 years) to be medium having
already witnessed the revision by EU member states in their
support for the wind and solar sectors as markets have matured
but the potential impact to the Company to be medium due
to the portfolio being diversified across the EU. To manage
this risk, the Company keeps itself abreast of developments
in international support for renewable energy and assesses
the impact of any changes and, where possible, responds to
changes when and if they happen. The Investment Manager is
also actively engaged in consultation with both industry and
governments, where it has strong existing relationships with
industry bodies and policy makers. As the Company’s growth
strategy is implemented, all new jurisdictions are risk assessed
during the acquisition process. This includes government
policy, regulatory and political factors.
Climate risk category Transition – reputation
Climate issue
Risks
Response
Increased
reputational risks
associated with
climate-related
disclosures
and reporting
obligations
Regulation relating to climate and carbon
related reporting and disclosures has increased
materially in recent years in Europe and the
UK. There is also an increase in reputational
risk should incorrect or unclear statements be
made in climate-related disclosures that could
result in investor dissatisfaction, fines linked to
greenwashing or broader reputational damage
to the Company and the Investment Manager.
The Company considers the potential impact of this risk to the
Company to be low in the short term (<5 years) and medium
term. The Company periodically makes public Disclosures
in accordance with regulations and best practice as per ESG
Policy. The Company contracts specialist consultants to
measure, report and verify the Company’s carbon emissions.
The Investment Manager uses internal processes to monitor
emerging climate-related disclosure regulations and
disclosures that are made by the Company are reviewed by the
Board’s Audit Committee as well as the Manager’s Compliance
and Sustainability Team.
Climate risk category Transition – technology
Climate issue
Risks
Response
Substitution
of existing
renewable
generation with
lower emissions
options
There is a risk that significant technological
developments in low carbon alternative
technologies result in cheaper and/or more
efficient alternatives to the current solar and
wind portfolio making the technology less
commercially competitive resulting in reduced
government policy and financial support, and
reduced revenues.
The Company considers the likelihood of this risk materialising
in the short to medium term (0-15 years) to be low because of
the time that it takes for technologies to mature in the market.
A significant portion of the portfolio has the benefit of
supportive government regulatory frameworks which includes
financial support which provides long term pricing certainty.
The Group has also been in operation since 2017 and has a
proven track record across the EU in investment in renewable
technologies and new areas of the market. The Investment
Manager continues to track the technical maturity and the
associated costs and investment opportunities of new renewable
technologies.
GREENCOAT RENEWABLES ANNUAL REPORT 2023 DIRECTORS‘ REPORT
23
Climate risk category Physical – acute
Climate issue
Risks
Response
Increase in
extreme weather
events
Europe has witnessed an increase in recent
years of extreme weather events including
flooding, heatwaves, long periods of freezing
temperatures, and storms including high wind
speeds. Because wind and solar assets are
very dependent on wind and sun conditions,
extreme weather events have the potential
to disrupt operations impacting cash flows
and resulting in lower electricity volumes
and revenue than expected, and to damage
assets resulting in increased operating costs or
insurance premiums.
The Company considers the impact of such risks to its portfolio
to be low in the short term (<5 years). The current portfolio
of wind farms is designed to withstand extreme weather
conditions and to take advantage of weather systems such
as increased wind speeds. In addition, the Manager does not
consider an increase in flooding to pose significant issues to
the Company’s portfolio. In 2023, the Company made its first
investment in a solar asset which although immaterial relative
to the portfolio may increase the potential risk of damage
associated with extreme wind or flooding for solar panels.
To mitigate risks associated with extreme weather events,
the Company ensures that the development stage of each
project includes a technical assessment of the key risks
including location and site suitability in relation to high winds,
temperatures, and other climate related risks. Technological
solutions are also sought, such as de-icing solutions for
wind turbines operating in regions at risk of extreme cold or
structural improvements for solar farms.
The Manager also procures property damage and business
interruption insurance should operations be disrupted,
or assets be damaged. Finally, there are warranties and
performance guarantees in place to cover failed equipment in
the short term.
Climate risk category Physical – chronic
Climate issue
Risks
Response
Changing weather
patterns
Climate change has the potential to change
weather patterns materially in the coming
decades. This could result in lower average
wind speeds or more frequent periods of lower
wind reducing the generation capacity of wind
turbines or increasing the intermittency of wind
power generation. Changing weather patterns
could also lead to a decline in solar irradiation
and increased cloud cover for regions in which
the assets operate. This could lead to reduced
revenues or reduced demand for wind or solar
power generation.
The Company considers the potential impact in the medium
to long term (5-30 years) of changing weather patterns on its
activities to be low.
Extensive due diligence has been carried out by the
Investment Manager on relevant historical wind and solar
data over a substantial period, making longer term variability
very unlikely for a single asset and its performance. The asset
management team of the Investment manager track such
performance and take appropriate action as needed. Any
prolonged negative impact however, would reduce the return
from that asset and would therefore affect the Net Asset Value.
The Company carried out two pilots for climate risk modelling
in 2022 which showed that physical climate risks were an
immaterial risk for the portfolio. The Investment Manager
continues to investigate physical climate modelling tools and
solutions to better understand the potential physical climate
scenarios that might unfold and their implications for wind and
for the Company. (See Physical Risk Scenario section)
Climate Scenarios
The Company recognises the requirement under the TCFD for considering the resilience of its strategy under different climate related
scenarios, including a 2°C or lower scenario. The Board has considered the potential impact of a high transition risk scenario on its
strategy and sets out high-level conclusions below. The scenario was developed including wholesale electricity price data from a
leading market consultant.
The Company will evolve its disclosures and assessment of how climate scenarios may impact its portfolio, as required by any relevant
regulatory obligations such as the Financial Conduct Authority’s climate-related disclosure requirements which are relevant to the
Investment Manager.
Transition risk scenario
Transition risks are associated with the pace and extent at which society adapts and mitigates the risk of climate change. Transition
risks can occur when moving to a greener economy has adverse impacts on certain sectors, due to policy, legal, market or
technological shifts. The Board and the Investment Manager continue to believe that the key factor that could impact the Company
in the transition to a lower carbon economy is the variability of long term prices for wholesale electricity. In a lower carbon economy,
where considerable buildout of renewable generation capacity will be required, there is a risk that the renewable energy power price
could be negatively impacted.
GREENCOAT RENEWABLES ANNUAL REPORT 2023STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS 24
DIRECTORS‘ REPORT continued
The Company has assessed the potential
impact of an orderly high transition
risk scenario using a third-party Net
Zero model built by leading power
market experts. The model sets out how
electricity prices and the market may
develop in line with meeting the legislated
target of net-zero emissions by 2050. The
model includes a consideration of current
and future policies needed to achieve
carbon neutrality by 2050 as well as the
expected technological developments
and resulting commodity price forecasts
for a global <2 °C outlook.
In this high transition risk scenario, in
which global temperature increases are
limited to only 1.5ºC to 2ºC (most typically
associated with net zero), it is assumed
that the European governments are
successful in implementing Net Zero plans
albeit energy systems decarbonise later
than targeted. In this scenario, the long
term power price is lower than the base
case used to calculate the Company’s
NAV. The lower long term power price,
provided by the power market expert
applying the net zero scenario, reflects the
wider deployment of low marginal cost
renewable generation capacity, partially
offset by the expected increase in demand
for renewable energy consumption linked
to the deployment of electrolysers as
part of a growing hydrogen economy,
increased electrification of transport and
heat and the build-out of data centres.
Modelling the lower long term power
price under this scenario(10) would equate
to approximately a 15.5 cent reduction in
NAV per share compared to the base case
long term power price currently used to
forecast power prices. To manage this risk,
as mentioned in the Risk table above, a
large proportion of the Group’s revenues
are contracted in stable economies.
The base case long term power price
assumes significant renewable generation
deployment and other measures to
reduce carbon emissions, it represents the
independent consultant’s best estimate
of likely outturn. The precise long term
effect on power price of any measures (in
the base case and in the high transition
risk scenario) is highly uncertain and is
highly dependent on multiple factors,
including but not limited to, future
government policy, electricity market
design, deployment of renewables and a
reduction in demand.
Physical risk scenario
The Company previously completed
a full suite of physical risk modelling
for ten representative assets in the
Portfolio. The chosen hazard modelling
reflected the climate related change in
the level of hazard exposure of an asset
over time (2030 to 2090) relative to a
historical baseline. The hazards included
Temperature Extremes, Coastal Flooding,
Fluvial Flooding, Tropical Cyclone,
Wildfire and Water Stress. The modelling
incorporates scenarios based on the
Representative Concentration Pathways
from the International Panel on climate
change which were chosen to represent
a broad range of climate outcomes. The
output from the analysis showed that
albeit a low risk to the portfolio, the
highest physical risks to the portfolio were
due to temperature extremes and fluvial
flooding in the various time horizons.
The Investment Manager continues to
investigate physical climate modelling
tools and solutions to better understand
the potential physical climate scenarios
that might unfold and their implications
for the Company.
3. Risk Management
As a full scope UK AIFM, the Investment
Manager has established a Risk
Management Committee that meets on
a quarterly basis to discuss, amongst
other matters, the risk framework of the
Group and investee companies including
processes for identifying, assessing and
managing climate related risks. The risk
matrix reviewed and applied by the Board
and by the Manager includes climate-
related risks which are in many instances
intrinsically linked to strategic, financial
and investment risks.
All risks identified, including climate-
related risks are assessed based on
likelihood, impact and mitigation. The risk
assessment is done on a mostly qualitative
basis by the Investment Manager,
although the Group continues to consider
how quantitative measures might be used
to support climate-related risk assessment
such as the Climate Scenarios as above.
The risk matrix is then presented to the
Board for discussion and approval by the
Audit Committee on an annual basis.
The process may result in new activities
or a change in strategy if required, as
determined by the Board. A summary of
the key climate-related risks is provided
on page 26.
To ensure strong performance and
risk mitigation, the Group has specific
oversight on environmental and social
issues, including climate change. It
reinforces this oversight with a range of
activities, including:
• appointing at least one director from
the Investment Manager to the boards
of the companies, to ensure monitoring
and influence of both financial and ESG
performance, including climate related
risks and opportunities; and
• carrying out due diligence during the
acquisition of new assets in accordance
with the Investment Manager’s
established procedures and ESG Policy
which requires an analysis of climate
issues.
The Investment Manager’s Investment
Committee comprises experienced senior
managers from across the business.
Whilst making investment decisions,
due consideration is given to climate
related risks as well as to opportunities
identified during due diligence. A formal
ESG checklist is also considered by the
Investment Committee in the approval
process of any new investment.
4. Metrics and Targets
The Company considers its climate
related metrics in the wider context of its
sustainability performance in accordance
with the ESG Policy which includes
the following indicators measuring the
positive climate-related contribution made
by the Company:
• Renewable energy generation.
• CO2 savings.
• Equivalent number of homes powered.
Given the size of the Group’s investment
portfolio in various geographies at
31 December 2023, the portfolio’s CO2
emission avoided is considered to be in
excess of 1.3 million tonnes per annum.
The portfolio also generated sufficient
electricity to power over 750,000 homes
per annum.
(10)
Net Zero scenario based on external energy market consultancy pricing as at 31 December 2023.
GREENCOAT RENEWABLES ANNUAL REPORT 2023 DIRECTORS‘ REPORT
25
The Company’s Scope 1, Scope 2 and Scope 3 greenhouse gas emissions(1) and carbon
intensity metrics, per TCFD recommendations, are disclosed below:
Disclosure
Scope 1 – direct emissions (tonnes CO2)
Scope 2 – indirect emissions (tonnes CO2)
Scope 3 – indirect emissions (tonnes CO2) (3)
Total Scope 1, 2 and 3 emissions (tonnes CO2)
Scope 2 – indirect emissions, market
based (tonnes CO2) (2)
Carbon Footprint – total carbon emissions (scope
1, 2 and 3) for a portfolio normalised by the value
of the Company (tonnes CO2e/€M invested) (4)
Weighted Average Carbon Intensity
(revenue) – weighted exposure to investee
scope 1, 2 and 3 emissions per revenue
generation (tonnes CO2e/€M revenue) (5)
Weighted Average Carbon Intensity (activity) –
weighted exposure to investee scope 1 and 2
emissions per energy generation (tonnes CO2e/MWh) (6)
Year ended
31 December
2023
Year ended
31 December
2022
273
941
238,760
239,974
60
938
214,261
215,259
429
472
97.2
105.4
8,148
3,054
0.00023
0.00030
(1)
(2)
(3)
Carbon footprint indicators are measured in line with the industry standard GHG Protocol based on an equity
control approach, meaning emissions from the Group’s operations are weighted according to the Company or
its subsidiary entities ownership interest. Scope emissions calculations are verified by third party consultants.
The sustainability indicators are subject to an annual review to ensure that the Investment Manager continues to
improve transparency on ESG matters.
Methodology used for calculating Scope 2 market based emissions revised in 2022 based on external consultant
recommendation.
Scope 3 emissions are the result of activities from assets not owned or controlled by the Group, but that the Group
indirectly impacts in its value chain. Scope 3 emissions include all sources not within the Group’s Scope 1 and 2
boundary and include, inter alia, emissions arising from the construction of each asset acquired in 2023, including
those emissions associated with the manufacturing and transport of all equipment and material, before the asset
was commissioned as well as the expected spare part provision throughout its lifetime.
(4) Calculated per TCFD Guidance:
∑ i( outstanding amount investedi
total investee debt + equityi
n
x investee Scope1,2 and 3 GHG emissionsi )
Current value of all investments
(5) Company’s market value as at 31 December 2023.
Calculated per TCFD Guidance:
i
∑( outstanding amount investedi
current value of all investments
n
x
investee Scope 1, 2 and 3 GHG emissionsi)
investee revenuei
(6)
This metric applies the same approach as revenue based WACI (5) however replaces an asset’s revenue with MWh
energy generation and covers only scope 1 and 2 emissions. The Manager believes this metric is most relevant to
the investment strategy and investments.
Climate related risks and further metric disclosures can be found in the Company’s ESG
report available on the Company’s website: www.greencoat-renewables.com.
Targets
The Board and the Investment Manager will continue to develop the Company’s
approach to TCFD recommendations in the coming year. This will include:
• researching and keeping updated on TCFD developments, including best practice
implementation of TCFD recommendations by the industry and TCFD Status Reports;
• developing and/or selecting an appropriate climate physical and transition scenario
modelling methodology; and
• developing a plan on how to reduce material emissions in the Company’s portfolio.
The Company has not set a carbon
emissions reduction target as it is solely
focused on operating renewable energy
infrastructure assets and considers that
the emissions generated are immaterial
relative to the emissions avoided by
the portfolio on an annual basis. The
Company commits to continuing to invest
in operating renewable energy assets and
to continue growing its renewable energy
portfolio to support the transition to a Net
Zero economy.
The Investment Manager has been a
signatory to the NZAM since 2021. NZAM
is an international group of asset managers
committed to supporting the goal of
net zero greenhouse gas emissions by
2050 or sooner. In 2022, the Investment
Manager established a Net Zero Policy,
formalising a commitment to cut the
intensity of its Scope 1 and 2 emissions by
50 per cent by 2030. With support from
the Investment Manager, the Company
will work to develop a plan in line with
evolving requirements and best practice
in this regard, including how it intends
to reduce its carbon footprint to support
the Investment Manager’s commitment
whilst continuing to grow its portfolio and
avoid carbon emissions as a result of its
generation activities.
EU Sustainable Financial
Disclosure Regulation (SFDR)
The Company is classified as Article 9
under EU SFDR since 2022 and makes
sustainability related disclosures in
accordance with the regulations. Through
its Investment Policy of investing in
renewable power generation assets, the
Company contributes to the environmental
objective of climate change mitigation that
helps to facilitate the transition to a low
carbon economy.
EU Corporate Reporting
Sustainability Directive (CSRD)
The Company will seek external counsel to
understand if the Company falls in scope
of this legislation and, if relevant, will
develop a plan to prepare for reporting
requirements.
ESG Report
The Company publishes an annual
standalone ESG Report. This provides
further information on how the Group
approaches responsible investment and
ESG matters, in addition to case studies
and ESG performance. The Company’s
ESG Report for 2023 will be published on
its website in Q2 2024. All ESG reports are
available on the Company’s website:
www.greencoat-renewables.com.
GREENCOAT RENEWABLES ANNUAL REPORT 2023STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
26 DIRECTORS‘ REPORT continued
Employees and Officers of the
Company
The Company does not have any
employees but instead engages
experienced third parties to operate the
assets that it owns, therefore employee
policies are not required. The Directors of
the Company are listed on pages 16 and 17.
Diversity
The Group’s policy on diversity is detailed
in the Corporate Governance Report on
pages 32 to 36.
Principal Risks and Uncertainties
The Investment Manager maintains a risk
matrix considering the risks affecting both
the Group and the investee companies.
This risk matrix is reviewed and updated
annually by the Investment Manager to
ensure that risks, including emerging risks
are identified and mitigated.
The risk matrix is presented to the
Board on an annual basis who carry out
a robust assessment of the risks facing
the Group including those principal risks
that would threaten its business model,
future performance, solvency or liquidity.
In addition, each risk register relating to
investee companies is reviewed, updated
regularly and approved by the respective
investee company directors.
The risk appetite of the Group is
considered in light of its principal risks
and how they align with the Company’s
investment objective and policy. As it is not
possible to eliminate risks completely, the
purpose of the Group’s risk management
policies and procedures is not to eliminate
risks, but to reduce them to ensure that the
Group is adequately prepared to respond
to such risks and to minimise any impact if
the risk develops.
The Board considers the following to be
the principal risks faced by the Company
along with the potential impact of these
risks and the steps taken to mitigate them.
Potential Impact/
Description
Mitigation
Risks
Power price
fluctuation
Concentration
of assets
Changes in
regulation
and market
redesign
Materially lower power
prices negatively
impact earnings and
overall returns. See
Climate Risk disclosure
for further details.
Power generation is
adversely affected
as a result of assets
being located in one
geographical area.
Unforeseen changes
in regulation and EU
market redesign could
adversely impact the
financial position of
the Company. See
Climate Risk disclosure
for further details.
Changes in
availability
Power generation is
largely dictated by wind
and radiance availability.
Dispatch
down
Power generated can
not be supplied to
the grid due to supply
demand imbalances.
Interest rate
movement
Inflation
movement
Valuation
movement
Interest rate movements
may make debt
financing unattractive
or unavailable
resulting in a negative
impact on returns.
Increases in inflation
may not be reflected
in revenues leading
to reduced margins
and profitability.
Movement in valuation
resulting in negative
impact on returns or
covenant breaches.
• The Company’s base case forecast
shows material cash flow over and above
dividend payments over the medium term.
• The Company maintains a balanced
approach to price risk with c.75% of its
revenues contracted through to 2028.
• The Company’s assets are geographically
dispersed across 6 European countries.
• As the portfolio grows the benefit of
diversification is expected to increase.
• The Company only invests in European
countries with strong and stable
governments and market regulatory
bodies.
• The EU is aggressively promoting
renewables as its long term source of
energy.
• The Company acquires assets based on
detailed availability analysis.
• The Company’s asset management teams
monitor wind and radiance availability and
deliver initiatives that positively impact
generation.
• The Company performs detailed grid
connection diligence prior to acquisition.
• The Company actively applies for firm grid
connection where available.
• The Company actively engages with the
grid operator to understand and minimise
the impact of constraints.
• The Company enters into medium term
debt facilities.
• The Company actively manages its
exposure to interest rate movement by
entering into swap agreements.
• The Company benefits from high inflation
protection with c.69% of its contracted
revenues through to 2028 linked to
inflation or other forms of indexation.
• The valuation of assets is governed by an
independent valuation committee and
externally audited annually.
• The Company takes a conservative
approach to valuations, regularly
benchmarks and provides detailed
sensitivity reporting.
• The Company’s assets are considered to
be stable, long-term cash generating in
nature.
GREENCOAT RENEWABLES ANNUAL REPORT 2023 DIRECTORS‘ REPORT
27
Risks
Potential Impact/
Description
Mitigation
Financing risk Inability to refinance
• The Company has a broad stable of
or raise debt adversely
impacting growth.
lenders who have supported the business
since inception.
ESG
Inability to access
equity capital adversely
impacting growth.
• The Company has a track record of
securing a combination of debt and equity
capital.
Failure to comply
with debt covenants
could result in financial
penalties or other
restrictions being placed
upon the Company.
• The Company generates high volumes
of discretionary cash flows that could be
utilised to service debt.
• The Company could dispose of assets in
order to generate liquidity.
• The Company has material covenant
headroom.
• The Board has overall responsibility for the
ESG and collaborates with the Investment
Manager in determining how ESG should
be managed.
• The Company has a comprehensive ESG
policy that reflects the principles contained
within the Investment Manager’s ESG
policy.
• Further details on ESG matters can be
found on pages 19 to 25.
Failure to adhere to
ESG Policy relating to
matters of environmental
impairment, social
impacts including health
and safety as well as
wider governance
requirements could
result in the Company
being liable or subject
to financial penalties or
reputational damage.
Going Concern and Financial Risk
As further detailed in note 1 of the consolidated financial statements, the Directors have
a reasonable expectation that the Company and the Group have adequate resources to
continue in operational existence for at least 12 months from the date of approval of this
report.
As at 31 December 2023, the Group have net current assets of €4 million (2022: net
liabilities of €81 million) and had cash balances of €13 million (2022: €27 million). Cash
balances held by investee companies amounted to €130 million (2022: €161 million). The
Company has sufficient cash balances at its disposal to meet current obligations as they
fall due.
The Directors have reviewed the Group forecasts and projections which cover a period
of not less than 12 months from the date of this report, taking into account foreseeable
changes in investment and trading performance. The Directors also note the agreement
post period end of a new 5-year term debt facility amounting to €150.0 million, as
disclosed in more detail in note 14. On the basis of this review the Directors have a
reasonable expectation that Company and Group have adequate resources to continue
in operational existence for the foreseeable future. Accordingly, the Directors adopt the
going concern basis for the preparation of the financial statements for the year ended
31 December 2023.
Disclosure of Information to Independent Auditor
The Directors believe that they have taken all steps necessary to make themselves aware
of any relevant audit information and have established that the Group Statutory Auditors
are aware of that information. In so far as they are aware at the time that this report was
approved, there is no relevant audit information of which the Group Statutory Auditors
are unaware.
Independent Auditor
BDO, Statutory Audit Firm, have expressed
their willingness to continue in office
in accordance with Section 383 of the
Companies Act, 2014.
The Directors will propose the
reappointment of BDO as the Company’s
Auditor and resolutions concerning this
and the remuneration of the Company’s
Auditor will be proposed at the AGM.
Audit Committee
Pursuant to the Company’s Articles of
Association the Board had established
an Audit Committee that in all material
respects meets the requirements of
Section 167 of the Companies Act 2014.
The Audit Committee was fully constituted
and active during the year ended
31 December 2023. For more information,
see the Audit Committee Report on
pages 38 to 40.
Annual Accounts
The Board is of the opinion that the Annual
Report, taken as a whole, is fair, balanced
and understandable and provides the
information necessary for shareholders
to assess the performance, strategy and
business model of the Company.
The Directors recommend that the Annual
Report, the Directors’ Report and the
Independent Auditor’s Report for the year
ended 31 December 2023 are received
and adopted by the shareholders and a
resolution concerning this will be proposed
at the AGM.
Accounting Records
The Directors believe they have complied
with the requirements of Section 281 to
Section 285 of the Companies Act, 2014
with regard to accounting records by
employing accounting personnel with the
appropriate expertise and by providing
adequate resources to the financial
function. The accounting records of the
Company are maintained by Ocorian
Fund Services (Ireland) Limited, 1st Floor,
1 Windmill Lane, Dublin, D02 F206, Ireland.
Subsequent Events
Significant subsequent events have been
disclosed in note 22 to the consolidated
financial statements.
GREENCOAT RENEWABLES ANNUAL REPORT 2023STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS Directors’ Compliance Statement
The Directors, in accordance with Section
225(2)(a) of the Companies Act 2014,
acknowledge that they are responsible
for securing the Company’s compliance
with its “relevant obligations”. “Relevant
obligations” in the context for the
Company, are the Company’s obligations
under:
• The Companies Act 2014, where a
breach of the obligations would be a
category 1 or category 2 offence;
• The Companies Act 2014, where a
breach of the obligations would be a
serious Market Abuse or Prospectus
offence; and
• Tax law.
Directors’ Compliance Statement Pursuant
to Section 225(2)(b) of the Companies Act
2014, the Directors confirm that:
• a compliance policy statement has
been drawn up by the Company in
accordance with Section 225(3)(a) of
the Companies Act 2014 setting out
the Company’s policies (that, in the
directors’ opinion, are appropriate to the
Company) regarding compliance by the
Company with its relevant obligations;
• appropriate arrangements and
structures that in their opinion, are
designed to secure material compliance
with the Company’s relevant obligations,
have been put in place; and
• a review has been conducted, during the
financial year, of the arrangements and
structures referred to above.
By order of the Board
Rónán Murphy
Chairman
Kevin McNamara
Director
05 March 2024.
05 March 2024.
28 DIRECTORS‘ REPORT continued
Corporate Governance
The Corporate Governance Report on pages 32 to 36 forms part of this report.
Directors and Company Secretary
The following Directors held office as at 31 December 2023:
Directors
• Rónán Murphy (non-Executive Chairman)
• Emer Gilvarry (non-Executive Director)
• Kevin McNamara (non-Executive Director)
• Marco Graziano (non-Executive Director)
• Eva Lindqvist (non-Executive Director)
Company Secretary
• Ocorian Administration (UK) Limited
The biographical details of the Directors are set out on pages 16 and 17 of this Annual
Report.
Directors’ Interests in Shares in the Company
Directors’ interests in Company shares as at 31 December 2023 are detailed below.
Shareholder
Rónán Murphy
Emer Gilvarry
Kevin McNamara
Marco Graziano
Eva Lindqvist
Ordinary
shares of
€0.01 each
held as at
31 December
2023
Ordinary
shares of
€0.01 each
held as at
31 December
2022
235,194
100,000
78,327
90,000
–
235,194
100,000
78,327
90,000
–
The Company does not have any share option schemes in place.
Dividend
The Board recommended an interim dividend of €18.3 million, equivalent to 1.605 cent
per share with respect to the quarter ended 31 December 2023, bringing total dividends
with respect to the year to €72.6 million, equivalent to 6.42 cent per share as disclosed in
note 8 of the consolidated financial statements.
Political Donations
No political donations were made during the year ended 31 December 2023.
Longer Term Viability
As further disclosed on page 32, the Company is a member of the AIC and complies with
the AIC Code. In accordance with the AIC Code, the Directors are required to assess the
prospects of the Group over a period longer than the 12 months associated with going
concern. The Directors conducted this review for a period of 10 years, which it deemed
appropriate, given the long-term nature of the Group’s investments, which are modelled
over 30 years for onshore wind farms, 35 years for offshore wind farms and 40 years for
solar, coupled with its long-term strategic planning horizon.
In considering the prospects of the Group, the Directors looked at the key risks facing
both the Group and the investee companies as detailed on pages 21 to 24, focusing
on the likelihood and impact of each risk as well as any key contracts, future events or
timescales that may be assigned to each key risk. As a sector focussed infrastructure
fund, the Company aims to produce stable and progressive dividends while preserving
the capital value of its investment portfolio on a real basis. The Directors believe that the
Group is well placed to manage its business risks successfully over both the short and
long term and accordingly, the Board has a reasonable expectation that the Group will
be able to continue in operation and to meet its liabilities as they fall due for a period of
at least 10 years. While the Directors have no reason to believe that the Group will not
be viable over a longer period, they are conscious that it would be difficult to foresee
the economic viability of any company with any degree of certainty for a period of time
greater than 10 years.
GREENCOAT RENEWABLES ANNUAL REPORT 2023 DIRECTORS’ REMUNERATION REPORT
29
The Remuneration Committee Report for the year ended 31 December 2023, has been
prepared in accordance with the requirements of the Companies Act 2014.
The Company’s Auditor is required to give their opinion on the information regarding
non-Executive Directors’ remuneration, which is explained in further detail in its report
to shareholders which can be found on pages 41 to 44. The remainder of this report is
outside the scope of the external audit.
During the year, the Remuneration Committee undertook a review of fees paid to its
non-Executive Directors to ensure that these were appropriate and reflective of the
complexity and the time required to effectively carry out their responsibilities. Following
its review, the Committee recommended to the Board an increase in fees paid to non-
Executive Directors, the details of which are set out in further detail in this report.
Remuneration Committee
The Remuneration Committee met three times during 2023 to consider the
remuneration of the non-Executive Directors. During 2023, its membership comprised all
five independent non-Executive Directors of the Company with Emer Gilvarry acting as
Chair. Full attendance was recorded for the period, as set out in the table below.
Remuneration Committee
Meetings Scheduled
Attendance (%)
Emer Gilvarry (Chair)
Kevin McNamara
Rónán Murphy
Marco Graziano
Eva Lindqvist
3
3
3
3
3
100
100
100
100
100
In line with its terms of reference, the Committee is required to determine and agree
the Remuneration Policy and set appropriate levels of non-Executive Directors’
remuneration. Where necessary and appropriate, the Committee may consider
appointing external consultants. Furthermore, the Committee also ensures that
contractual terms on termination, and any payments made, are fair to the individual and
the Company.
The role, responsibilities and duties of the Committee are set out in written terms of
reference which are reviewed annually. The Terms of Reference are available on the
Company’s website www.greencoat-renewables.com.
Remuneration Policy
All Directors of the Company are non-Executive Directors and the Company has no
other employees.
The non-Executive Directors are paid a basic fee. Supplemental fees may be paid for
additional responsibilities and activities, including but not limited to, a Committee Chair,
the Senior Independent Director, in respect of travel time and where additional time is
exceptionally required in carrying out duties as a non-Executive Director. The Chairman’s
fee is inclusive of all of his responsibilities. Reasonable expenses incurred by the non-
Executive Directors in carrying out their duties may be reimbursed by the Company.
In determining the most appropriate levels of remuneration, the Remuneration
Committee will typically consider the experience, skills, responsibilities, role and time
commitments of each Director. To further ensure the competitiveness and overall
appropriateness of fee levels at the Company, the Remuneration Committee has
committed to conducting a review of fee levels with an independent consultant every
three years. The Committee notes that non-Executive Directors’ remuneration does
not include performance related incentives or pension benefits, share options or other
benefits in respect of their services.
The Company’s Articles of Association empower the Board to award additional fees
where any non-Executive Director has been engaged in exceptional work on a time
spent basis.
Directors’ Term of Office
The Articles of Association provide that
Directors retire and offer themselves for
re-election at the first AGM after their
appointment and at least every 3 years
thereafter. In accordance with corporate
governance best practice, all of the non-
Executive Directors have opted to offer
themselves for re-election on an annual
basis.
A Directors’ appointment may at any time
be terminated by and at the discretion
of either party upon 6 months’ written
notice. A Directors’ appointment will
automatically end without any right to
compensation whatsoever if they are
not re-elected by the Shareholders.
A Directors’ appointment may also be
terminated with immediate effect and
without compensation in certain other
circumstances.
The Company’s Memorandum and Articles
of Association provide the requirements of
the Company regarding the appointment
and removal of Directors, a copy of
which is available for inspection from the
Registered Office of the Company.
Overview of the Work of
the Remuneration Committee
in 2023
During 2023, the Remuneration Committee
carried out a review of the fee levels paid
to non-Executive Directors, to ensure
they remain appropriate and reflect the
complexity and the time requirements to
effectively carry out their responsibilities.
In line with its commitment to review fee
levels every three years, the Remuneration
Committee engaged with Korn Ferry
(UK) Ltd, an independent compensation
consultant to carry out a market analysis.
The consultants reviewed the Company’s
existing fee levels against peer companies
in Ireland and the UK, based on their
operating model and market capitalisation.
This analysis provided important
information about the competitiveness of
fees paid to non-Executive Directors at
GRP. The Committee notes that Korn Ferry
(IE) Ltd. provides independent advice in
the Director recruitment processes to the
Company and is satisfied that the advice
provided by Korn Ferry (UK) Ltd. regarding
non-Executive Director fees is objective
and independent, having noted they
are a signatory to the UK Remuneration
Consultants Group’s Code of Conduct,
with controls and processes in place at
Korn Ferry to ensure there is not the
potential for any conflicts of interest.
GREENCOAT RENEWABLES ANNUAL REPORT 2023STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS 30
DIRECTORS’ REMUNERATION REPORT continued
Review of Chair of the Board and
non-Executive Director fee levels
In determining the most appropriate fee
levels for non-Executive Directors of the
Company, the Remuneration Committee
took into consideration the substantial
growth, expansion and complexity of
the business in the last three years, the
evolving responsibilities of the Board and
the competitiveness of its current fee
structure. The last review of fees for non-
Executive Directors occurred in 2020, with
subsequent adjustments implemented on
1 January, 2021. No increases have been
made since that time.
In particular, the last 18 months have been
characterised by significant growth, as the
Company expanded its presence across six
European jurisdictions, formed strategic
partnerships and completed a number of
acquisitions across Continental Europe.
The Board of Directors played a pivotal
role in overseeing these endeavours,
demonstrating a nuanced understanding
of diverse markets and the specificities of
the acquired assets.
Acknowledging the increased
responsibilities and time commitments
of non-Executive Directors and the
Board’s Chairman during this period,
the Committee emphasised the need to
align remuneration with the expanded
roles undertaken by these key figures.
The Committee also noted a wider
understanding in the market generally
(as acknowledged by the UK Investment
Association (IA) in its Principles of
Remuneration) that the role of non-
Executive Directors has become more
complex in recent years, with the UK
IA supporting increased non-Executive
Directors fees that reflect the increased
time commitment and complexity of their
roles, so long as such fees are properly
explained.
An external benchmarking exercise by
Korn Ferry (UK) Ltd. highlighted an evident
gap in remuneration levels compared to
industry and broader pan sector peers.
To ensure that remuneration remains
competitive and reflective of the
Company’s robust performance and
growth, the Remuneration Committee
proposed the following adjustments to
the remuneration structure, which were
subsequently approved by the Board:
• An increase in the base fee paid to the
non-Executive Directors of the Board
and the fee paid to the Chair of the
Board of Directors, to provide a fee level
that is considered appropriate taking
into account the skills, experience and
time commitment required for the roles
and the importance of being able to
recruit and retain non-Executive Directors noting the fee levels paid in both the Irish
and UK markets.
• An increase in the fee paid to the Chair of the Audit Committee acknowledging the
distinct responsibilities and time commitment associated with this pivotal role.
• An additional fee to be paid to the Senior Independent Director to reflect the time
commitment for this role and to align with market practice.
• A fee for Directors residing outside of Ireland to account for significant travel time for
these Directors. There are a number of companies that include a travel allowance as
part of their non-Executive Director remuneration structure to ensure that they are
able to recruit non-Executive Directors with the best skills and experience from a wider
geographical pool.
The updated fees to the Directors of the Company are presented in the following table,
demonstrating the commitment to transparency and alignment with the Company’s
performance and growth trajectory:
Non-Executive Director Fees
Chairman of the Board
Base fee
Audit Committee Chair
Remuneration Committee Chair
Nomination Committee Chair
Senior Independent Director
Travel fee for Directors who reside outside of Ireland
From
1 Jul 2023
(€)
Prior to
Jul 2023
(€)
200,000
130,000
70,000
15,000
10,000
10,000
10,000
15,000
55,000
10,000
10,000
10,000
No fee
No fee
The total remuneration of non-Executive Directors has not exceeded the limit set out in
the Articles of Association of the Company.
Remuneration in 2023
The fees paid to Directors in respect of the year ended 31 December 2023, with
comparatives for the prior year ended 31 December 2022 are set out below. All
remuneration is fixed with none of the Directors receiving any other remuneration or
additional discretionary compensation during the year from the Company.
Paid in year
ended
31 December
2023
Paid in year
ended
31 December
2022
Date of
Appointment
Rónán Murphy (chairman)
16 June 2017
€165,000
€130,000
Kevin McNamara
Emer Gilvarry
Marco Graziano
Eva Lindqvist
Total
16 June 2017
16 June 2017
30 January 2020
7 July 2022
€75,000
€77,500
€80,000
€75,000
€65,000
€65,000
€65,000
€32,500(1)
€472,500
€357,500
(1) Appointment effective from 07 July 2022.
Pay and Distributions
The remuneration of the Directors for the year ended 31 December 2023, totalled
€472,500 (2022: €357,500) in comparison to dividends paid to shareholders over the
same period being €72.6 million (2022: €66.4 million).
On behalf of the Board,
Emer Gilvarry
Chair of the Remuneration Committee
05 March 2024
GREENCOAT RENEWABLES ANNUAL REPORT 2023 STATEMENT OF DIRECTORS’ RESPONSIBILITIES
31
The Directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the Company’s transactions and disclose with reasonable
accuracy at any time the financial position of the Company and enable them to ensure
that the consolidated financial statements comply with the Companies Act 2014 and,
as regards the Group financial statements, Article 4 of the IAS Regulation. They are also
responsible for safeguarding the assets of the Company and hence for taking reasonable
steps for the prevention and detection of fraud and other irregularities. The Directors are
responsible for ensuring that the Annual Report, taken as a whole, is fair, balanced and
understandable and provides the information necessary for shareholders to assess the
Group’s performance, business model and strategy. 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 ensuring the Annual Report and the consolidated
financial statements are made available on a website. Financial statements are
published on the Company’s website in accordance with legislation in Ireland and the
UK governing the preparation and dissemination of financial statements, which may vary
from legislation in other jurisdictions. The maintenance and integrity of the Company’s
website is the responsibility of the Directors. The Directors responsibilities also extend to
the ongoing integrity of the consolidated financial statements contained therein.
Responsibility statement as required by the Transparency Directive
and Corporate Governance Code
Each of the Directors, whose biographies and functions are listed on pages 16 and 17 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, 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 or loss for the year
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 Company,
together with a description of the principal risk and uncertainties that they face; and
• the Annual Report and financial statements, taken as a whole, provides the
information necessary to assess the Company’s 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,
Rónán Murphy
Director
Kevin McNamara
Director
05 March 2024.
05 March 2024.
The Directors are responsible for preparing
the Annual Report and the consolidated
financial statements in accordance with
applicable law and regulations.
Company law requires the Directors to
prepare Group and Company financial
statements for each financial year. Under
that law, the Directors are required to
prepare the Group financial statements
and have elected to prepare the Company
financial statements in accordance with
IFRS as adopted by the EU and applicable
law including Article 4 of the IAS
Regulation. The Directors have elected to
prepare the Company financial statements
in accordance with IFRS and in accordance
with the provisions of the Companies Act
2014.
Under company law the Directors must
not approve the consolidated 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 Group’s
profit or loss for that year.
In preparing these consolidated financial
statements, the Directors are required to:
• select suitable accounting policies and
then apply them consistently;
• make judgements and accounting
estimates that are reasonable and
prudent;
• state whether they have been prepared
in accordance with IFRS as adopted
by the EU, subject to any material
departures disclosed and explained in
the consolidated financial statements;
and
• prepare the consolidated financial
statements on the going concern basis
unless it is inappropriate to presume
that the Company and the Group will
continue in business.
The Directors are also required by
the Companies Act 2014 to include a
management report containing a fair
review of the business and a description
of the principal risks and uncertainties
affecting the Company which are included
on pages 26 to 27.
GREENCOAT RENEWABLES ANNUAL REPORT 2023STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS 32 CORPORATE GOVERNANCE REPORT
This Corporate Governance Report forms
part of the Report of the Directors as
further disclosed on pages 18 to 28.
Corporate Governance
Framework
The Company is committed to high
standards of corporate governance and
the Board is responsible for ensuring those
high standards are achieved.
The Company is a member of the
Association of Investment Companies (the
“AIC”) and as such, the Board of Directors
of the Company has adopted the AIC
Code of Corporate Governance (the “AIC
Code”) for the year ended 31 December
2023. The AIC Code is available on the AIC
website at www.aic.co.uk.
The AIC Code provides boards with a
framework of best practice in respect of
the governance of investment companies.
The Board considers that reporting against
the principles of the AIC Code, which have
been endorsed by the Financial Reporting
Council (“FRC”), is the most appropriate
given the structure of the Company. The
AIC Code adopts the principles set out
in the UK Corporate Governance Code
to make them relevant for investment
companies and provides supplementary
guidance on specific matters. While the
Company is not defined as an “investment
company” under the Companies Act it
does share key characteristics with such
companies e.g., it has no employees and
the tasks of portfolio management and
risk management are delegated to the
Investment Manager. For this reason,
the Board considers that the principles
and provisions in the AIC Code provide
the most appropriate framework for the
Company.
A summary of the Company’s compliance
with the AIC code is provided on the
Company’s website.
Statement of Compliance
The Board confirms that the Company has
complied with the AIC Code during the
year ended 31 December 2023.
Board Leadership and Purpose
The Company’s purpose is to provide
attractive risk adjusted returns to
shareholders through an annual dividend
that increases progressively, whilst
growing the capital value of its investment
portfolio. To achieve this, its core focus
is the acquisition of renewable energy
generation assets with stable revenues
often backed by government support
mechanisms.
The Company provides investors with the
opportunity to participate in the ownership
of renewable energy assets in Ireland and
parts of Europe, thereby increasing the
capital deployed in renewable energy and
the reduction in greenhouse gas emissions.
As an investment trust with no employees,
the Board has agreed that both its culture
and its values should be aligned with
those of the Investment Manager and
centred on long-term relationships with
the Company’s key stakeholders and
sustainable investment, as follows:
• Integrity is at the heart of every
activity, with importance being placed
on transparency, trustworthiness and
dependability.
• The trust of stakeholders is very
important to maintain the Company’s
reputation, particularly for execution
certainty for asset sellers and delivery of
investment promises to investors.
• Respect for differing opinions is to
be shown across all interaction and
communication.
• Individual empowerment is sought with
growth in responsibility and autonomy
being actively encouraged.
• Collaboration and effectively utilising
the collective skills of all participants
is important to ensure ideas and
information are best shared.
Division of Responsibilities
The Chair’s primary responsibility is to lead
the Board and to ensure its effectiveness
both collectively and individually. The
Chair of the Board is Rónán Murphy. In
considering the independence of the
Chair, who was appointed in 2017, the
Board took note of the provisions of the
AIC Code relating to independence and
has determined that Mr. Murphy is an
Independent Director, with clear divisions
of responsibilities from the investment
manager.
Composition, Succession and
Evaluation
As at the date of this report, the Board
comprises five non-executive Directors,
including the Chair, all of whom are
considered to be independent of the
Investment Manager and free from any
business or other relationship that could
materially interfere with the exercise of
their independent judgement.
The Board believes that the balance
and diversity of skills experience and
backgrounds provides a strong foundation
for oversight of the Company and
delegation of tasks to the investment
manager. The Directors have a breadth of
investment knowledge, alongside business
acumen and financial expertise that are
directly applicable to the Company’s
operations. Directors’ biographies are
detailed on page 16 and 17, which sets
out the range of investment, financial and
business skills and experience represented.
Director Re-election and
Appointment
The Articles of Association provide that
Directors shall retire and offer themselves
for re-election at the first AGM after their
appointment and at least every three
years thereafter. Any Director, who has
held office with the Company for three
consecutive three-year terms shall retire
from office. This will allow for phased
Board appointments and retirements and
enable the Board to consider whether
there is any risk that such Director might
reasonably be deemed to have lost
independence through extended tenure
of service.
All of the Directors, in accordance
with best practice, have opted to
offer themselves for re-election on
an annual basis. Having considered
their effectiveness, demonstration of
commitment to the role, attendance at
meetings, and contribution to the Board’s
deliberations, the Board approves the
nomination for re-election of all Directors
at the 2024 AGM.
The terms and conditions of appointment
of non-Executive Directors are available for
inspection from the Company’s registered
office.
Chair Tenure
The Company’s policy on Chair tenure
is that the Chair should normally serve
no longer than nine years as a Director
and Chair. However, in exceptional
circumstances, where it is in the best
interests of the Company, the Chair may
serve for a limited time beyond that. In
such circumstances, the independence of
the other directors, including the Senior
Independent Director, will ensure that the
Board as a whole remains independent.
Senior Independent Director
The Senior Independent Director works
closely with the Chair and provides support
where required, holding annual meetings
with the other non-Executive Directors to
appraise the performance of the Chair.
They also make themselves available
to shareholders if they have reason for
concern. The Senior Independent Director
is Emer Gilvarry.
Director Time Commitments
When making new appointments, the
Board takes into account other demands
on Directors’ time. Additional external
appointments are not to be undertaken
without prior approval of the Board.
The Board is satisfied that each of the
Directors has continued to demonstrate
sufficient time commitment to discharge its
responsibilities.
GREENCOAT RENEWABLES ANNUAL REPORT 2023 CORPORATE GOVERNANCE REPORT
33
Diversity Policy and
Independence
All appointments to the Board are based
on merit and against objective criteria,
and influenced by a strong focus on
the benefits of diversity, in particular
gender diversity. The principal objective
of the Board diversity policy is to attract
and maintain a Board that, as a whole,
comprises an appropriate balance of skills
and experience.
The Board consists of individuals from
relevant and complementary backgrounds
offering experience on boards of listed
companies, in financial and legal services
as well as in the energy sector. As at the
date of this report, the Board comprised
three men and two women, resulting
in gender balance that exceeds the
recommendations of the Balance for Better
business in Ireland. Each of the non-
Executive Directors are considered to be
independent of the Investment Manager
and free from any business or other
relationship that could materially interfere
with the exercise of their independent
judgement.
The Investment Manager operates an
equal opportunities policy and its partners
and employees comprised 92 men and
35 women (including contractors and
secondees) as at 31 December 2023.
Board Responsibilities
The Board will meet, on average, seven
times in each calendar year for scheduled
quarterly Board meetings and on an
ad hoc basis where necessary. At each
meeting, the Board follows a formal
agenda that covers the business to be
discussed including, but not limited to,
strategy, performance and the framework
of internal controls, as well as a review of
its own performance and composition, and
any regulatory and industry developments.
The Board is responsible for determining
the Company’s investment objective and
policy and has overall responsibility for
its activities. The Company has entered
into the Investment Management
Agreement with the Investment Manager
pursuant to which the Investment
Manager is responsible for the day-to-day
management of the Company. The Board
actively and continuously supervises the
Investment Manager in the performance
of its functions and approves all decisions
in relation to investment acquisitions, to
ensure they align with the interests of
shareholders.
The Board requires being supplied, in a
timely manner, with information by the
Investment Manager, the Administrator,
the Company Secretary and other advisers
in a form and of a quality appropriate to
enable it to discharge its duties.
The Board also has responsibility for
ensuring that the Company keeps proper
accounting records which disclose
with reasonable accuracy at any time
the financial position of the Company
and which enable it to ensure that
the financial statements comply with
applicable regulation. It is the Board’s
responsibility to present a fair, balanced
and understandable Annual Report, which
provides the information necessary for
shareholders to assess the performance,
strategy and business model of the
Company. This responsibility extends to
the interim and other price-sensitive public
reports.
The Board has established procedures
which provide a reasonable basis for the
Directors to make proper judgement
regarding the financial position and
prospects of the Company on an ongoing
basis.
The Board has the ability to specify
matters that require prior Board approval
(‘‘Reserved Matters’’) or raise matters that
it believes ought to be brought to the
Board’s attention as part of the general
reporting process between the Investment
Manager and the Board. The list of
Reserved Matters specified by the Board
include entry into markets other than those
located in the Republic of Ireland, entry
into transactions other than those involving
operational onshore wind assets, entry
into any acquisitions increasing GAV by
more than 50% and entry into material new
financing facilities.
The Investment Manager, at least once a
quarter, submits to the Board a report of
activities, investments and performance
of the Company and its underlying
investments including details of the
pipeline of acquisitions and disposals and,
in addition, any other information which
could reasonably be considered to be
material.
Committees of the Board
During the year ended 31 December
2023, there were four standing Board
Committees, the Audit Committee, the
Management Engagement Committee,
the Nomination Committee and
the Remuneration Committee. Each
Committee has adopted formal terms of
reference, approved by the Board and
available on the Company’s website.
Audit Committee
The Company’s Audit Committee is
chaired by Kevin McNamara and consists
of four members. In addition to Kevin,
Emer Gilvarry, Marco Graziano and Eva
Lindqvist are all members as at the date
of this report. In accordance with best
practice, the Company’s Chair is not a
member of the Audit Committee, however
he does attend Audit Committee meetings
as and when deemed appropriate. The
Audit Committee Report which is on pages
38 to 40 of this report describes the work
of the Audit Committee.
Management Engagement
Committee
The Company has established a
Management Engagement Committee,
which comprises all the Directors with
Rónán Murphy as Chair. The Management
Engagement Committee’s main
function is to keep under review the
performance of the Investment Manager
and review and make recommendations
on any proposed amendment to the
Investment Management Agreement. The
Management Engagement Committee
also performs a review of the performance
of other key service providers to the
Group. The Management Engagement
Committee meets at least once a year.
In accordance with the AIC Code, the
Company has also set up Remuneration
and Nomination Committees.
Remuneration Committee
The Remuneration Committee comprises
of all the Directors with Emer Gilvarry as
the Chair. The Remuneration Committee’s
main function is to determine and agree
the Board policy for the remuneration of
the Directors and review and consider any
additional ad hoc payments in relation
to duties undertaken over and above
normal business. The Remuneration
Committee meets at least once a year. The
Remuneration Committee Report which is
on pages 29 to 30 of this report describes
the work of the Remuneration Committee.
Nomination Committee
The Nomination Committee comprises all
of the Directors with Marco Graziano as the
Chair. The Nomination Committee’s main
function is to review the structure, size and
composition of the Board regularly and to
consider succession planning for Directors.
The Nomination Committee meets at least
once a year. The Nomination Committee
Report which is on page 37 of this report
describes the work of the Nomination
Committee in further detail.
GREENCOAT RENEWABLES ANNUAL REPORT 2023STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS 34
CORPORATE GOVERNANCE REPORT continued
Board Meetings, Committee Meetings and Directors’ Attendance
A schedule of Board and Audit Committee meetings is circulated to the Board one year
ahead including the key agenda items for each meeting. Other Committee meetings
are arranged as and when required. The number of meetings of the full Board of the
Company attended in the year to 31 December 2023 by each Director is set out below:
2023
Rónán Murphy
Emer Gilvarry
Kevin McNamara
Marco Graziano
Eva Lindqvist
Scheduled
Board
Meetings
Additional
Board
Meetings
7
7
7
7
7
3
3
3
3
3
The number of meetings of the Committees attended in the year by each Committee
member is set out in each of the Committee reports.
Board Performance and Evaluation
Regarding performance and evaluation pursuant to Provision 26 of the AIC Code, the
Board undertakes a formal internal evaluation of its performance each financial year and
carries out an external evaluation every three years.
This year, the Board carried out an internal performance evaluation in October 2023.
The evaluation considered the performance of the Board, Chair, Directors, and
Investment Manager.
The last external evaluation of the Board was carried out in 2021. The recommendations
of the review were approved by the Board and have been set out in the 2021 annual
report. In line with best practice and the recommendations of the AIC, the Board
intends to appoint an external facilitator to conduct an independent evaluation of Board
performance in 2024.
Training and Development
Each individual Director’s training and development objectives are reviewed annually
through 1:1 meetings carried out by the Chair of the Board. All new Directors receive
an induction, including being provided with information about the Company and their
responsibilities and meetings with the Investment Manager. In addition, each Director
will visit operational sites to build a stronger understanding of the business. Moreover,
specific training and development sessions are carried out throughout the year, to
ensure the Board is up-to-date on all relevant topics and abreast of any regulatory
changes and trends in the market.
Directors’ Indemnity
Directors’ and Officers’ liability insurance cover is in place in respect of the Directors. The
Company’s articles of association provide, subject to the provisions of Ireland and UK
legislation, an indemnity for Directors in respect of costs which they may incur relating
to the defence of any proceedings brought against them arising out of their positions as
Directors, in which they are acquitted, or judgement is given in their favour by the Court.
Except for such indemnity provisions in the Company’s articles of association and in the
Directors’ letters of appointment, there are no qualifying third-party indemnity provisions
in force.
The Investment Manager
The Investment Management Agreement dated 16 June 2022 between the Company
and the Investment Manager (the “IMA”) sets out the matters in respect of which the
Investment Manager has authority and responsibility, subject to the overall control and
supervision of the Board. The IMA also notes the Investment Manager has responsibility
for developing strategy and the day-to-day management of the Group’s investment
portfolio, in accordance with the Group’s investment objective and policy, subject to the
overall supervision of the Board.
The IMA was renewed for an additional
five-year term in July 2022. The IMA may
be terminated by either party upon expiry
of the current agreement following written
notice of not less than 12 months. The IMA
may be terminated with immediate effect
and without compensation, by either the
Investment Manager or the Company if
the other party has gone into liquidation,
administration or receivership or has
committed a material breach of the IMA.
Under the IMA, the Investment Manager
is entitled to management fees, which are
detailed in note 3 to Financial Statements.
The Investment Manager acts solely within
the parameters set out in the Investment
Policy and reports to the Board on an
ongoing basis.
The Investment Manager’s responsibilities
include the following services:
• management of the Company’s
portfolio, which includes identifying,
evaluating and executing possible
investments and divestments;
• risk management – ensuring risk
exposure is in line with the Company’s
investment strategy;
• reporting to the Board;
• calculating and publishing a quarterly
NAV, with the assistance of the
Administrator;
• assisting the Company in complying with
its ongoing obligations as a Company
whose shares are admitted to trading on
AIM and Euronext Growth Market; and
• directing, managing, supervising and
co-ordinating the Company’s third-
party service providers, including the
Company Secretary, Depositary and
the Administrator, in accordance with
industry best practice.
Audit, risk and internal control
The Board has overall responsibility for the
Company’s system of internal control and
for reviewing its effectiveness. The Board
confirms it has implemented appropriate
processes to identify, evaluate and manage
the significant risks faced by the Company.
The Board has delegated the responsibility
for the review and appraisal of the
Company’s risk management and internal
control systems to the Audit Committee.
GREENCOAT RENEWABLES ANNUAL REPORT 2023 CORPORATE GOVERNANCE REPORT
35
The Company’s principal risks and
uncertainties are detailed on pages 26
to 27 of this report. As further explained
in the Audit Committee Report, the risks
of the Company are outlined in a risk
matrix which was reviewed and updated
during the year. The Board continually
reviews its investment policy and updates
the risk matrix every year to ensure
that procedures are in place to identify,
mitigate and minimise the impact of risks
should they crystallise.
The Board also relies on reports
periodically provided by the Investment
Manager, the Depositary, and the
Administrator to monitor and review
any new risks that the Company may be
facing. In addition, the Board applies
audit, risk and internal control principles
and provisions detailed within the AIC
Code of Corporate Governance to
ensure it is appropriately reviewing the
effectiveness of the Company’s internal
control systems.
The roles and responsibilities undertaken
to ensure a robust assessment of the
Company’s emerging and principal risks is
outlined in further detail within the Audit
Committee Report. The Board holds an
annual risk and strategy discussion, which
enables the Directors to consider risk
outside the scheduled quarterly Board
meetings. This enables emerging risks
and potential mitigating actions to be
identified and discussed.
The principal features of the internal
control systems which the Investment
Manager and the Administrator have in
place in respect of the Group’s financial
reporting are focussed around the three
lines of defence model that include:
• internal reviews of all financial reports
to ensure the maintenance of proper
accounting records;
• review of the Company’s financial
information by the Board prior to its
publication to confirm the reliability
of the financial information within the
report; and
• authorisation limits set in relation to
expenditures incurred by the Group and
define a clear process for their approval.
Information and Support
The Board can seek independent
professional advice on a matter, at
the Company’s expense, where they
judge it necessary to discharge their
responsibilities as Directors. The
Committees of the Board are provided
with sufficient resources to undertake their
duties. The Directors have access to the
services of the Company Secretary who
is responsible for ensuring that Board
procedures are followed.
Whistleblowing
The Board has considered the
arrangements by which staff of the
Investment Manager or Administrator
may, in confidence, raise concerns within
their respective organisations about
possible improprieties in matters of
financial reporting or other matters. It has
concluded that adequate arrangements
are in place for the proportionate and
independent investigation of such matters
and, where necessary, for appropriate
follow-up action to be taken within their
organisation. No disclosures under this
policy were received by the Company
during 2023.
Amendment of Articles of
Association
The Company’s Articles of Association
may be amended by the members of the
Company by special resolution (requiring
a majority of at least 75% of the persons
voting on the relevant resolution).
General Meetings
The Company holds a general meeting
annually and specifies the meeting
as such. All general meetings other
than annual general meetings are
called extraordinary general meetings.
Extraordinary general meetings are
convened on such requisition, or in default
and may be convened by such requisitions
as provided by the Companies Act 2014.
All business shall be deemed special if it
is transacted at an extraordinary general
meeting. All business that is transacted
at an annual general meeting shall also
be deemed special, with the exception
of the consideration of the Company’s
statutory financial statements and reports
of the Directors and Auditors, the review
by the members of the Company’s affairs,
the appointment of Directors in the place
of those retiring (whether by rotation
or otherwise), the appointment and
re-appointment of the Auditors and the
fixing of the remuneration of the Auditors.
Each member is entitled to attend, speak,
ask questions and vote at a general
meeting. Additionally, he or she is entitled
to appoint a proxy to attend, speak,
ask questions and vote on his or her
behalf at a general meeting. A member
may appoint more than one proxy to
attend, speak, ask questions and vote at
a general meeting in respect of shares
held in different securities accounts. The
holders of ordinary shares have the right
to receive notice of and attend and vote
at all general meetings of the Company
and they are entitled, on a poll or a show
of hands, to one vote for every ordinary
share they hold.
Votes may be given either in person or by
proxy. Subject to any rights or restrictions
for the time being attached to any class
or classes of shares and subject to any
suspension or abrogation of rights
pursuant to the Articles, 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 rights of which they are a
holder. On a poll a member entitled to
more than one vote need not cast all their
votes or cast all the votes they use in the
same way.
Shareholder Relations
The Board is mindful of the importance of
engaging with shareholders to understand
their views on topics that are material
to the business. The Chair, the Senior
Independent Director and other Directors
are proactive with their approach to
engagement and readily available to
meet with shareholders, if required. The
Investment Manager is also available at all
reasonable times to meet with principal
shareholders and key sector analysts
to support the Board in addressing any
questions from shareholders.
All shareholders have the opportunity
to forward questions to the Company
at the registered address. The AGM
of the Company also provides a forum
for shareholders to meet and discuss
issues with the Directors and Investment
Manager.
The Board receives comprehensive
shareholder reports from the Company’s
Registrar and regularly monitors the views
of shareholders and the shareholder
profile of the Company. The Board is also
kept fully informed of all relevant market
commentary on the Company by the
Investment Manager.
GREENCOAT RENEWABLES ANNUAL REPORT 2023STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS 36
CORPORATE GOVERNANCE REPORT continued
Dividends
The Company’s dividend policy aims to provide shareholders with an annual dividend
that increases between zero and the Irish CPI while growing the capital value of its
investment portfolio in the long term on a real basis through reinvestment of excess cash
flow and the prudent use of gearing.
In respect to the 2023 year, the Board has approved total dividends of 6.42 cent per
share. The Board are confident that with the Company’s continuing strong cash flow and
robust dividend cover, the Company can maintain a target dividend of 6.74 cent per
share for 2024, which the Board expects to contribute to the Company’s target return
to investors.
Share Issuances
During the year, the Company issued no new shares.
Engagement and Feedback with Stakeholders
The Company is committed to maintaining good communications and building positive
relationships with all stakeholders, including shareholders, debt providers, analysts,
potential investors, suppliers and the wider communities in which the Group and its
investee companies operate. This includes regular engagement of the Board, Investment
Manager, and Administrator with the Company’s shareholders, lenders and other
stakeholders.
The Directors and Investment Manager receive informal feedback from analysts and
investors, which is presented to the Board by the Company’s Euronext Growth Listing
Sponsor, NOMAD and Joint Broker. The Company Secretary also receives informal
feedback via queries submitted through the Company’s website and these are
addressed by the Board or appropriate party.
On behalf of the Board
Rónán Murphy
Chair of the Board
05 March 2024.
GREENCOAT RENEWABLES ANNUAL REPORT 2023 NOMINATION COMMITTEE REPORT
37
Role and Responsibilities of the Nomination Committee
This report considers how the Nomination Committee has fulfilled its responsibilities
under the AIC code and relevant legislation. Amongst other areas, the Committee is
responsible for reviewing the structure, size and composition of the Board, including
Director appointment and reappointment as well as active consideration for succession
planning. The full roles, responsibilities and duties are set out in the Terms of Reference
which are reviewed annually. The Terms of Reference are available on the Company’s
website www.greencoat-renewables.com.
Committee Membership
The Nomination Committee is comprised of all Directors with Marco Graziano as the
Chairman. Provision 22 of the AIC code states that “If the board has decided that the
entire board should fulfil the role of the nomination committee, it will need to explain
why it has done so in the annual report.” In the case of the Nomination Committee,
the Board has decided that the full Board should be members of the Nomination
Committee. This is due to the diverse range of skills, knowledge, and experience of the
Board members and to ensure that the Nomination Committee has appropriate diversity.
Meetings
The Nomination Committee meets at least once a year. The Committee membership
and attendance is set out in the table below.
Nomination Committee
Meetings Scheduled
Attendance (%)
Marco Graziano (Chair)
Kevin McNamara
Rónán Murphy
Emer Gilvarry
Eva Lindqvist
4
4
4
4
4
100
100
100
100
100
Overview of the work of the Nomination Committee
The Committee has been predominately focused on Board composition and
recruitment. During 2023 the Committee continued to search for future potential
candidates to join the Board with a number of candidates having been identified and
screened. The Committee have continued to regularly screen candidates, searching for
individuals who meet the skills, knowledge, experience, and diversity requirements in
line with the Board’s policies, and to ensure that specific skills and or qualities remain on
the Board so that it can continue its effective operation.
The recruitment process remains ongoing and the Board will continue to seek to refresh
its membership. Upon successful recruitment and prior to appointment, Directors will
undergo a detailed induction programme to ensure that they can become as effective as
possible within the shortest timeframe.
On behalf of the board
Marco Graziano
05 March 2024.
GREENCOAT RENEWABLES ANNUAL REPORT 2023STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
38
AUDIT COMMITTEE REPORT
The Audit Committee Report for the year ended 31 December 2023, has been prepared
in accordance with the guidance set out by the AIC Code. The Audit Committee
operates within clearly defined terms of reference to ensure it effectively fulfils its role
of supporting the Board in fulfilling its responsibilities in relation to the integrity of the
financial reporting process, the robustness of internal controls and risk management
systems and the effectiveness of the external auditor.
This report describes how the Audit Committee has fulfilled its responsibilities during
the year under review.
Audit Committee Scope and Membership
At 31 December 2023, the Audit Committee comprised of four individuals namely,
Kevin McNamara (Chair), Emer Gilvarry, Marco Graziano and Eva Lindqvist. The AIC
Code recommends that at least one member of the Audit Committee should have
recent and relevant financial experience and the Audit Committee as a whole, should
have competence relevant to the sector. The Board confirms that all members of Audit
Committee meet these criteria. The detail regarding the qualifications and experience of
all Audit Committee members is disclosed on pages 16 to 17 of this report.
The Audit Committee serves as the platform through which the external Auditor
reports to the Board. Among its key responsibilities are reviewing the objectivity of
the Auditor, assessing the effectiveness of the audit process and scrutinising the terms
of engagement under which the Auditor performs non-audit services (limited to the
scope of the Interim Report). The Committee is also responsible for recommending
the appointment and re-appointment of the External Auditor. Additionally, it is also
responsible for ensuring the appropriateness of the Company’s internal controls and
risk management systems and monitoring the compliance of the Company’s corporate
governance structures with the principles of the AIC Code, particularly in the context of
its annual reporting.
The Audit Committee presents its findings to the Board, highlighting any matters
requiring further action or areas of improvement, along with recommended steps.
The role, responsibilities and duties of the Audit Committee are set out in written Terms
of Reference which are reviewed annually. The Terms of Reference are available on the
Company’s website www.greencoat-renewables.com
Audit Committee Meetings in 2023
The timing of Audit Committee meetings typically aligns with the Company’s reporting
and auditing cycle. The Chairman, other Directors and third parties may be invited to
attend meetings as and when deemed appropriate by the Chair of the Audit Committee.
During the year ended 31 December 2023, there were four scheduled Audit Committee
meetings, all of which were fully attended, as detailed below. The Company’s external
auditor, BDO, attended two of the four scheduled Audit Committee meetings held
during the year and presented their findings to the Committee.
Kevin McNamara (Chair)
Marco Graziano
Emer Gilvarry
Eva Lindqvist
Audit Committee
Meetings Scheduled
Attendance (%)
4
4
4
4
100
100
100
100
Overview of the work of the Audit Committee in 2023
Throughout the year, the Audit Committee engaged in discussions covering a wide
range of issues. These included assessing the effectiveness of the external audit process,
ensuring the completeness of internal controls and risk management framework and
evaluating the robustness of the Company’s financial reporting. In addition to the four
formally convened Audit Committee meetings, there was regular contact and ad hoc
meetings with the Investment Manager and the Administrator.
GREENCOAT RENEWABLES ANNUAL REPORT 2023 AUDIT COMMITTEE REPORT
39
The primary matters considered by the Committee during the year are outlined in the
table below:
External
Audit
Reviewed the effectiveness of the external audit
process with consideration to feedback from the
Investment Manager and Administrator;
Assessed compliance with Company policy in respect to
the provision of non-audit services by the auditor;
Examined material areas of significant judgement including
the valuation of underlying subsidiary entities;
Reviewed external auditor fees, independence and objectivity;
Reviewed and approved the audit plan
relating to the 2023 Annual Report;
Recommended the re-appointment of the auditor to the Board.
Financial
reporting
Ensured that appropriate processes and accounting policies had
been followed in the preparation of statutory financial reporting;
Risk
management
and internal
controls
Recommended the approval of the Company’s 2023
Interim Report and 2022 Annual Report to the Board;
Monitored the ongoing appropriateness of the Company’s
status as an investment entity under IFRS 10.
Reviewed and recommended the Company risk
register to be approved by the Board;
Reviewed the Group’s principal risks and uncertainties and
ensured that any emerging and material risks over the last
year were appropriately reviewed and disclosed;
Concluded internal control frameworks in operation at the
Company and Administrator were appropriate to identify,
assess, monitor and control financial and regulatory risks.
Financial Reporting
The Audit Committee plays a crucial role in ensuring the appropriateness and integrity
of the Company’s financial reporting. Collaborating with the Investment Manager,
Administrator, and External Auditor, the Committee conducts a thorough review of the
Company’s Interim Report and Annual Report, as well as other statements related to
the Company’s financial performance. This review aims to ensure that financial reporting
is clear and complete, is aligned with the relevant financial and corporate governance
reporting requirements, and accurately depicts the financial performance of the business
in the year under review.
The Audit Committee is attentive to detailing any material areas involving significant
judgement or discussion with the auditor, ensuring effective explanations are included in
the Annual Report.
Significant Issues
The Audit Committee discussed the planning, execution, and conclusions of the external
audit as it progressed for the year ended 31 December 2023. More specifically, at the
meeting scheduled in advance of the year end, the Audit Committee debated and
approved the Auditor’s audit plan. BDO identified potential significant or heightened
risks, such as the valuation of investments, management override of controls, revenue
recognition, existence of investments and related party transactions.
The valuation of investments is deemed a substantial risk due to the reliance on
estimations and judgement. Furthermore, the Investment Manager’s fee is calculated
based on NAV. The Investment Manager is responsible for calculating the NAV in line
with its valuation policy and subject to review and approval by an independent valuation
committee.
On a quarterly basis, the Investment Manager provides a detailed analysis of the NAV,
outlining any changes from the previous quarter and associated assumptions. The
Audit Committee reviews and challenges this analysis and the rationale of any changes
made with a view to ensuring that key assumptions and estimates are fitting. The Audit
Committee has satisfied itself that the key estimates and assumptions used in the
valuation model, which are disclosed in note 2 to the consolidated financial statements,
are appropriate and that the investments have been fairly valued.
The key estimates and assumptions
include the useful life of the assets, the
discount rates, the level of wind resource,
the rate of inflation, the price at which the
power and associated benefits can be sold
and the expected electricity production
from these assets.
Going concern and long-term
viability
The Audit Committee has reviewed
the Company’s financial resources and
concluded that it is appropriate for the
Company’s financial statements to be
prepared on a going concern basis as set
out in the Directors’ Report on page 27.
It has also considered the principal risks
and period of assessment for the longer-
term viability of the Company as set out in
the Directors’ Report on page 28.
Risk Management and
Internal Control
The Audit Committee holds the
responsibility for reviewing and monitoring
the effectiveness of the Group’s risk
management and internal controls on
behalf of the Board. To achieve these
objectives, the Committee has established
a series of ongoing processes tailored to
the specific needs of the business and
ensure that the risks it is exposed to are
being effectively managed.
The Audit Committee reviews the risk
and control matrix prepared by the
Investment Manager on an annual basis,
before recommending it to the Board for
approval. The Committee is responsible
for ensuring the ongoing relevance of
the risk matrix as well as the integration
of any emerging risks into this structure.
The Committee acknowledges that these
procedures offer reasonable, although
not absolute, assurance against material
misstatement or loss. Consequently, the
Committee receives regular updates on
any significant changes to its current risk
and control frameworks.
The Company’s risk matrix receives
approval at least annually. The Committee
confirmed the presence of a robust risk
identification process with adequate
controls and monitoring in place. The
Audit Committee is available upon request
to engage with investors regarding the
Company’s financial reporting and internal
controls.
Furthermore, and in the context of the
Company’s commitment to report in line
with the recommendations of the TCFD,
the Audit Committee is responsible for
examining and ensuring that the risk matrix
encompasses climate-related risks, and
that these risks are effectively mitigated
within the Company’s risk management
framework.
GREENCOAT RENEWABLES ANNUAL REPORT 2023STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS The Chairman of the Audit Committee
will be present at the Company’s AGM
to answer questions on the Audit
Committee’s activity and matters within
the scope of the Audit Committee’s
responsibilities.
Kevin McNamara
Chairman of the Audit Committee
05 March 2024.
40
AUDIT COMMITTEE REPORT continued
Internal Audit
The Audit Committee does not currently
consider there to be a need for an internal
audit function, given that all operational
activity is outsourced to reputable third
parties who have their own internal
controls and procedures that have been
deemed appropriate by the Committee.
The Management Engagement Committee
regularly evaluates the performance of
the key service providers and their risk
and control processes. Furthermore, the
Company’s external Depositary provides
cash monitoring, asset verification and
oversight services to the Company.
Moreover, the Investment Manager is a
full scope AIFM, regulated by the FCA
in the UK, maintains a robust framework
of internal controls and an independent
compliance function.
Re-appointment of the auditor
BDO has been the Company’s Auditor
since its incorporation on 15 February
2017. The Company currently has no plans
to tender for audit services. The Audit
Committee shall give advance notice of
any retendering plans within the Annual
Report.
As described above, the Audit
Committee reviewed the effectiveness
and independence of the Auditor and
remains satisfied that the Auditor provides
effective independent challenge to the
Board, the Investment Manager, and the
Administrator. The Audit Committee will
continue to monitor the performance
of the Auditor on an annual basis and
will consider their independence and
objectivity, taking account of appropriate
guidelines.
The Audit Committee has therefore
recommended to the Board that BDO
be proposed for re-appointment as the
Company’s Auditor at the 2024 AGM of the
Company.
Conclusion with respect to the
Annual Report
The Audit Committee has concluded
that the Annual Report for the year to
31 December 2023, taken as a whole, is
fair, balanced, and understandable and
provides the information necessary for
shareholders to assess the Company’s
business model, strategy and
performance. The Audit Committee has
reported its conclusions to the Board and
recommended that the Annual Report and
Financial Statements be approved by the
Board.
GREENCOAT RENEWABLES ANNUAL REPORT 2023 INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF GREENCOAT RENEWABLES PLC
41
ethical requirements that are relevant to
our audit of financial statements in Ireland,
including the Ethical Standard for Auditors
(Ireland) issued by the Irish Auditing
and Accounting Supervisory Authority
(‘IAASA’), as applied to other listed
entities, and we have fulfilled our other
ethical responsibilities in accordance with
these requirements.
We believe that the audit evidence we
have obtained is sufficient and appropriate
to provide a basis for our opinion.
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.
Our evaluation of the directors’ assessment
of the Group and Company’s ability to
continue to adopt the going concern basis
of accounting included agreeing the inputs
and assumptions within the directors’
assessment to supporting documentation
and our own understanding of the
Group and Company. We stress tested
their assessment as well as conducted a
robust review of the liquidity position of
the Group and Company. We have also
reviewed the adherence to bank covenants
in place based on the stress tested
forecasts and considered the likelihood of
these being breached in the future.
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 or
Company’s ability to continue as a going
concern for a period of at least twelve
months from when the financial statements
are authorised for issue.
Our responsibilities and the responsibilities
of the directors with respect to going
concern are described in the relevant
sections of this report.
Extent to which the audit was
capable of detecting irregularities,
including fraud
Irregularities, including fraud, are
instances of non-compliance with laws and
regulations. We design procedures in line
with our responsibilities, outlined below, to
detect material misstatements in respect
of irregularities, including fraud. The extent
to which our procedures are capable of
detecting irregularities, including fraud is
detailed below:
Identifying risks
Our procedures to identify the risks of
irregularities, including fraud included,
amongst other matters:
Obtaining an understanding of the legal
and regulatory framework applicable to
the Group and the industry in which it
operates and considered the risk of fraud
and non-compliance with applicable
laws and regulations. In doing so, we
focused on those laws and regulations that
had a significant effect on the financial
statements or that had a fundamental
effect on the operations of the Group
which included but were not limited to the
Companies Act 2014 and listing rules of
ESM of Euronext Dublin and AIM of the
London Stock Exchange.
• Enquiring of management and those
charged with governance, including
obtaining and reviewing supporting
documentation, concerning the Group’s
policies and procedures relating to:
• identifying, evaluating and complying
with laws and regulations and whether
they were aware of any instances of
non-compliance;
• detecting and responding to the
risks of fraud and whether they have
knowledge of any actual, suspected,
or alleged fraud; and
• challenging assumptions made by
management in their significant
accounting estimates.
• Discussing among the engagement
team regarding how and where fraud
might occur in the financial statements
and any potential indicators of fraud.
Audit response to risks identified
Our procedures to respond to risks
identified included, amongst other
matters:
• reviewing the financial statement
disclosures and testing to supporting
documentation to assess compliance
with relevant laws and regulations
discussed above;
• enquiring of management concerning
actual and potential litigation and
claims;
• performing analytical procedures to
identify any unusual or unexpected
relationships that may indicate risks of
material misstatement due to fraud;
• reading minutes of meetings of those
charged with governance;
• appropriately assessing and concluding
on the valuation of financial assets at fair
value through profit and loss, including
key valuation inputs that may be
susceptible to fraud;
• testing of revenue recognition,
specifically in relation to the unrealised
gain or losses in the financial assets at
fair value through profit and loss and
Report on the audit of the
financial statements
Opinion
We have audited the financial statements
of Greencoat Renewables PLC (‘the
Company’) and its consolidated
undertakings (‘the Group’) for the
year ended 31 December 2023, which
comprise the Consolidated Statement of
Comprehensive Income, the Consolidated
Statement of Financial Position, the
Company Statement of Financial Position,
the Consolidated and Company Statement
of Changes in Equity, the Consolidated
Statement of Cash Flows, the Company
Statement of Cash Flows, and notes to
the financial statements, including the
summary of material accounting policies
set out in note 1. The financial reporting
framework that has been applied in their
preparation is Irish Law and International
Financial Reporting Standards (‘IFRS’) as
adopted by the European Union.
In our opinion:
• the Group financial statements give a
true and fair view of the assets, liabilities
and financial position of the Group as at
31 December 2023 and of its profit for
the year then ended;
• the Company Statement of Financial
Position gives a true and fair view of the
assets, liabilities and financial position of
the Company as at 31 December 2023;
• the Group 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 financial statements and
Company financial statements have
been properly prepared in accordance
with the requirements of the Companies
Act 2014.
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 described below in the
Auditor’s responsibilities for the audit of
the financial statements section of our
report. We are independent of the Group
and the Company in accordance with
GREENCOAT RENEWABLES ANNUAL REPORT 2023STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS 42
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF GREENCOAT RENEWABLES PLC
continued
• Identifying and testing journal entries,
in particular those journal entries
considered most susceptible to fraud.
We have also communicated relevant
identified laws, regulations and potential
fraud risks to all engagement team
members and remained alert to any
indications of fraud or non-compliance
with laws and regulations throughout the
audit.
Our audit procedures were designed to
respond to risks of material misstatement
in the financial statements, recognising
that the risk of not detecting a material
misstatement due to fraud is higher than
the risk of not detecting one resulting
from error, as fraud may involve deliberate
concealment by, for example, forgery,
misrepresentations or through collusion.
There are inherent limitations in the
audit procedures performed and the
further removed non-compliance with
laws and regulations is from the events
and transactions reflected in the financial
statements, the less likely we are to
become aware of it.
Key audit matters
Key audit matters are those matters
that, in our professional judgment,
were of most significance in our audit
of the financial statements and include
the most significant assessed risks of
material misstatement (whether or not
due to fraud), 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.
Key Audit Matter – valuation of investments (including valuation inputs relevant to the valuation)
Key Audit Matter
The entire investment portfolio of the Group and Company is represented by unquoted equity and loan investments and all
investments are individually material to the financial statements.
The valuation of investments is calculated using discounted cash flow models. This is a highly subjective accounting estimate
where there is an inherent risk of bias arising from the investment valuations being prepared by the Investment Manager, who is
remunerated based on the Net Asset Value (‘NAV’) of the Company.
These estimates contain judgements including future power prices, wind generation, discount rates, asset lives and inflation.
Related Disclosures
Refer to:
• Note 1 – Material accounting policies
• Note 2 - Critical accounting judgments, estimates and assumptions;
• Note 4 – Return on Investments
• Note 9 – Investments at fair value through profit or loss
• Note 18 – Financial risk management of the accompanying financial statements.
Audit Response
• We have evaluated the design and implementation of internal controls relating to the valuation of the investments.
• We performed the following procedures:
• Challenged the appropriateness of the selection and application of key assumptions in the discounted cash flow model
including discount rate, energy yield, power price, inflation rate and asset life by benchmarking to available industry data and
consulting with our internal valuation specialists;
• Agreed energy yield, power price and inflation rate used in the model to independent reports;
• For new investments, we obtained and reviewed all key agreements and contracts and considered if they were accurately
reflected in the valuation model;
• For existing investments, we analysed changes in significant assumptions compared with assumptions audited in previous
periods and vouched these to independent evidence including available industry data;
• Applied spreadsheet analysis tools to assess the integrity of the valuation model;
• Agreed cash and other net assets to bank statements and investee company management accounts, including interrogating
the valuation of the interest rate swaps to a 3rd party pricing source;
• Considered the accuracy of forecasting by comparing previous forecasts to actual results;
• We vouched to loan agreements and verified the terms of the loan; and
• We evaluated and challenged management’s assessment as to the recoverability of the loan investments.
• We have engaged auditor’s experts to provide a third-party report on the reasonableness of the valuation inputs.
GREENCOAT RENEWABLES ANNUAL REPORT 2023 INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF GREENCOAT RENEWABLES PLC
43
Our application of materiality
We define materiality as the magnitude
of misstatement, including omissions, in
the financial statements that, individually
or in the aggregate, could reasonably
be expected to influence the economic
decisions of a reasonably knowledgeable
person taken on the basis of the financial
statements. We use materiality both in
planning the scope of our audit work and
in evaluating the results of our work.
Based on our professional judgement, we
determined materiality and performance
materiality for the financial statements as a
whole as follows:
For the purpose of our audit, we used
overall materiality of €25.6 million, which
represents approximately 2% of the Group
and Company’s net assets.
Performance materiality for the financial
statements as a whole was set at €19.2
million.
We applied these thresholds, together
with qualitative considerations, to
determine the scope of our audit and the
nature, timing, and extent of our audit
procedures and to evaluate the effect of
misstatements on the financial statements
as a whole.
We chose net assets as the benchmark
because of the Group and Company’s
asset-based structure. We selected 2%
based on our professional judgment,
noting that it is also within the range
of commonly accepted asset-related
benchmarks.
In addition, we used a specific materiality
for the purpose of testing transactions
and balances which impact on the Group’s
return.
Specific materiality of €6.5 million
represents approximately 10% of the profit
for the year.
We agreed with the Audit Committee that
we would report to the Audit Committee
all audit differences in excess of €1.3
million, as well as differences below that
threshold that, in our view, warranted
reporting on qualitative grounds.
An overview of the scope of our
audit
The scope of our audit was influenced
by our application of materiality. As a
result, our audit approach was developed
by obtaining an understanding of the
Group’s and Company’s activities, the
key functions undertaken on behalf
of the board and the overall control
environment. Based on this understanding
we assessed those aspects of the Group’s
and Company’s financial statements
which were most likely to give rise to
a material misstatement. In particular,
we looked at where the directors made
subjective judgements, for example in
respect of significant accounting estimates
that involved making assumptions
and considering future events that are
inherently uncertain. As in all of our
audits, we also addressed the risk of
management override of internal controls,
including evaluating whether there
was evidence of bias by the directors
that represented a risk of material
misstatement due to fraud.
Other information
The directors are responsible for the
other information. The other information
comprises the information included in
the annual report other than the financial
statements and our auditor’s report
thereon. Our opinion on the financial
statements does not cover the other
information and, except to the extent
otherwise explicitly stated in our report,
we do not express any form of assurance
conclusion thereon.
Our responsibility is to read the other
information and, in doing so, consider
whether the other information is materially
inconsistent with the financial statements,
or our knowledge obtained in the course
of the audit, or otherwise appears to be
materially misstated. If we identify such
material inconsistencies or apparent
material misstatements, we are required
to determine whether there is a material
misstatement in the financial statements
or a material misstatement of the other
information. If, based on the work we
have performed, we conclude that there
is a material misstatement of this other
information, we are required to report that
fact.
We have nothing to report in this regard.
Opinions on other matters
prescribed by the Companies Act
2014
In our opinion, based solely on the work
undertaken in the course of the audit, we
report that:
• the information given in the directors’
report is consistent with the financial
statements; and
• the directors’ report has been prepared
in accordance with the Companies Act
2014.
We have obtained all the information and
explanations which, to the best of our
knowledge and belief, are necessary for
the purposes of our audit.
In our opinion, the accounting records of
the Group and 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.
Matters on which we are required
to report by exception
Based on the knowledge and
understanding of the Group and the
Company and its environment obtained
in the course of the audit, we have not
identified material misstatements in the
directors’ report.
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. We have
nothing to report in this regard.
Respective responsibilities
Responsibilities of directors for the
financial statements
As explained more fully in the directors’
responsibilities statement set out on page
52, the directors are responsible for the
preparation of the financial statements
and for being satisfied that they give a
true and fair view, and for such internal
control as they determine is necessary
to enable the preparation of financial
statements that are free from material
misstatement, whether due to fraud or
error.
In preparing the financial statements, the
directors are responsible for assessing
the Group’s and the 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 management
either intends to liquidate the Group or
the Company or to cease operations, or
has 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.
GREENCOAT RENEWABLES ANNUAL REPORT 2023STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS 44
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF GREENCOAT RENEWABLES PLC
continued
A further description of our responsibilities
for the audit of the financial statements is
located on IAASA’s website at:
https://iaasa.ie/getmedia/b2389013-1cf6-
458b-9b8f-a98202dc9c3a/Description_of_
auditors_responsibilities_for_audit.pdf
This description forms part of our auditor’s
report.
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.
Stewart Dunne
For and on behalf of BDO
Statutory Audit Firm
AI223876
Block 3, Miesian Plaza,
50-58 Baggot Street Lower,
Dublin 2, D02 Y754
Date 05 March 2024
GREENCOAT RENEWABLES ANNUAL REPORT 2023
Consolidated statement of Comprehensive inCome
For the year ended 31 December 2023
45
Return on investments
Other income
Total income and gains
Operating expenses
Investment acquisition costs
Operating profit
Finance expense
Profit for the year before tax
Taxation
Profit for the year after tax
Profit and total comprehensive income attributable to:
Equity holders of the Company
Earnings per share
Basic and diluted earnings from continuing
operations in the year (cent)
For the year
ended
31 December
2023
€’000
For the year
ended
31 December
2022
€’000
Note
4
5
14
6
123,348
172,415
510
13
123,858
172,428
(16,008)
(1,115)
(15,228)
(5,349)
106,735
151,851
(33,722)
(15,279)
73,013
(3,526)
136,572
–
69,487
136,572
69,487
136,572
7
6.1
12.7
The accompanying notes on pages 51 to 74 form an integral part of the consolidated financial statements.
GREENCOAT RENEWABLES ANNUAL REPORT 2023STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
46 Consolidated statement of finanCial position
As at 31 December 2023
Non current assets
Investments at fair value through profit or loss
Current assets
Receivables
Cash and cash equivalents
Current liabilities
Loans and borrowings
Payables
Net current (liabilities)
Non current liabilities
Loans and borrowings
Net assets
Capital and reserves
Called up share capital
Share premium account
Other distributable reserves
Retained earnings
Total shareholders’ funds
Net assets per share (cent)
31 December
2023
€’000
31 December
2022
€’000
Note
9
2,524,986
2,109,570
2,524,986
2,109,570
11
12
14
13
980
13,378
14,358
290
26,841
27,131
–
(100,000)
(10,359)
(8,164)
3,999
(81,033)
14
(1,249,624)
(746,080)
1,279,361
1,282,457
16
16
11,412
22,954
895,636
349,359
11,412
942,954
48,219
279,872
1,279,361
1,282,457
17
112.1
112.4
Authorised for issue by the Board on 05 March 2024 and signed on its behalf by:
Rónán Murphy
Chairman
Kevin McNamara
Director
The accompanying notes on pages 51 to 74 form an integral part of the consolidated financial statements.
GREENCOAT RENEWABLES ANNUAL REPORT 2023
Company statement of finanCial position
As at 31 December 2023
47
Non current assets
Investments at fair value through profit or loss
Current assets
Receivables
Cash and cash equivalents
Current liabilities
Payables
Net current assets
Net assets
Capital and reserves
Called up share capital
Share premium account
Other distributable reserves
Retained earnings
Total shareholders’ funds
Net assets per share (cent)
31 December
2023
€’000
31 December
2022
€’000
Note
9
1,272,913
1,278,474
1,272,913
1,278,474
11
13
16
16
5,205
4,800
10,005
(3,557)
6,448
324
7,283
7,607
(3,624)
3,983
1,279,361
1,282,457
11,412
22,954
895,636
349,359
11,412
942,954
48,219
279,872
1,279,361
1,282,457
17
112.1
112.4
The Company has taken advantage of the exemption under section 304 of the Companies Act 2014 and accordingly has not presented
a Statement of Comprehensive Income for the Company alone. The profit after tax of the Company for the year was €69.5 million
(2022: €136.6 million).
Authorised for issue by the Board on 05 March 2024 and signed on its behalf by:
Rónán Murphy
Chairman
Kevin McNamara
Director
The accompanying notes on pages 51 to 74 form an integral part of the consolidated financial statements.
GREENCOAT RENEWABLES ANNUAL REPORT 2023STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
48 Consolidated and Company statement of Changes in equity
For the year ended 31 December 2023
For the year ended 31 December 2023
Opening net assets attributable to
shareholders (1 January 2023)
Issue of share capital
Share issue costs
Dividends
Reduction in share premium account
Profit and total comprehensive
income for the year
Closing net assets attributable to
shareholders
Share capital
€’000
Note
Share
premium
€’000
Other
distributable
reserves
€’000
Retained
earnings
€’000
Total
€’000
16
16
8
16
11,412
942,954
48,219
279,872
1,282,457
–
–
–
–
–
–
–
–
(920,000)
–
–
(72,583)
920,000
–
–
–
–
–
–
(72,583)
–
–
–
69,487
69,487
11,412
22,954
895,636
349,359
1,279,361
After taking account of cumulative unrealised gains in the fair value of investments of €159,037,086 and the transfer from the share
premium account of €920,000,000, to facilitate the payment of dividends, the total reserves available for payment by way of a dividend,
as at 31 December 2023, was €1,085,957,914.
For the year ended 31 December 2022
Opening net assets attributable to
shareholders (1 January 2022)
Issue of share capital
Share issue costs
Dividends
Profit and total comprehensive
income for the year
Closing net assets attributable to
shareholders
Share capital
€’000
Note
Share
premium
€’000
Other
distributable
reserves
€’000
Retained
earnings
€’000
Total
€’000
935,200
281,514
(4,451)
(66,378)
16
16
8
8,898
2,514
–
–
–
279,000
(4,451)
–
–
668,405
114,597
143,300
–
–
(66,378)
–
–
–
–
136,572
136,572
11,412
942,954
48,219
279,872
1,282,457
The accompanying notes on pages 51 to 74 form an integral part of the consolidated financial statements.
GREENCOAT RENEWABLES ANNUAL REPORT 2023
Consolidated statement of Cash flows
For the year ended 31 December 2023
49
Net cash flows from operating activities
Cash flows from investing activities
Acquisition of investments
Investment acquisition costs
Repayment of shareholder loan investments
Net cash flows (used in) investing activities
Cash flows from financing activities
Issue of share capital
Payment of issue costs
Dividends paid
Amounts drawn down on loan facilities
Amounts repaid on loan facilities
Finance costs
Net cash flows from financing activities
Net (decrease)/increase in cash and cash equivalents during the year
Cash and cash equivalents at the beginning of the year
Cash and cash equivalents at the end of the year
For the year
ended
31 December
2023
€’000
For the year
ended
31 December
2022
€’000
Note
18
127,360
101,841
(566,545)
(762,732)
(2,208)
(4,895)
9
130,670
118,306
(438,083)
(649,321)
16
8
14
14
12
–
–
(72,583)
748,000
(343,000)
(35,157)
281,514
(4,451)
(66,378)
470,660
(95,660)
(16,409)
297,260
569,276
(13,463)
26,841
13,378
21,796
5,045
26,841
The accompanying notes on pages 51 to 74 form an integral part of the consolidated financial statements.
GREENCOAT RENEWABLES ANNUAL REPORT 2023STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
50 Company statement of Cash flows
For the year ended 31 December 2023
Net cash flows from operating activities
Cash flows from investing activities
Equity investments to Group companies
Loans advanced to Group companies
Repayment of loans advanced to Group companies
Repayment of shareholder loan investments
Net cash flows from/(used in) investing activities
Cash flows from financing activities
Issue of share capital
Payment of issue costs
Dividends paid
Net cash flows (used in)/from financing activities
Net (decrease)/increase in cash and cash equivalents during the year
Cash and cash equivalents at the beginning of the year
Cash and cash equivalents at the end of the year
For the year
ended
31 December
2023
€’000
For the year
ended
31 December
2022
€’000
Note
18
(12,417)
(9,672)
9
9
9
9
16
8
(13,000)
(205,200)
–
(35,651)
63,627
31,890
30,289
14,352
82,517
(196,210)
–
–
(72,583)
281,514
(4,451)
(66,378)
(72,583)
210,685
(2,483)
7,283
4,800
21,796
4,803
7,283
The accompanying notes on pages 51 to 74 form an integral part of the consolidated financial statements.
GREENCOAT RENEWABLES ANNUAL REPORT 2023
Notes to the CoNsolidated FiNaNCial statemeNts
For the year ended 31 December 2023
51
1. Material accounting policies
Basis of accounting
The consolidated financial statements have been prepared in accordance with IFRS to the extent that they have been adopted by the
EU and with those parts of the Companies Act 2014 applicable to companies reporting under IFRS.
These consolidated financial statements are presented in Euro (“€”) which is the currency of the primary economic environment in
which the Group operates and are rounded to the nearest thousand, unless otherwise stated.
The annual financial statements have been prepared on the historical cost basis, as modified for the measurement of certain financial
instruments at fair value through profit or loss. The financial statements have been prepared on the going concern basis. The principal
accounting policies are set out below.
New and amended standards and interpretations applied
The following new standards or interpretations are effective for the first time for periods beginning on or after 1 January 2023 and had
an effect on the Group’s and Company’s financial statements:
• Disclosure of (Amendments to IAS 1 Presentation of Financial Statements and IFRS Practice Statement 2 Making Materiality
Judgements);
• Definition of Accounting Estimates (Amendments to IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors); and
• Deferred Tax related to Assets and Liabilities arising from a Single Transaction (Amendments to IAS 12 Income Taxes).
New and amended standards and interpretations not applied
At the date of authorisation of these financial statements, the following amendments had been published and will be effective in
future accounting periods.
Effective for accounting periods beginning on or after 1 January 2024:
• Classification of Liabilities as Current or Non-Current (Amendments to IAS 1 Presentation of Financial Statements);
• Non-current Liabilities with Covenants (Amendments to IAS 1 Presentation of Financial Statements); and
• Supplier Finance Arrangements (Amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures).
Effective for accounting periods beginning on or after 1 January 2025:
• Lack of Exchangeability (Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates).
The impact of these standards is not expected to be material to the reported results and financial position of the Group.
Going concern
The Group’s business activities, together with the factors likely to affect its future development, performance and position, are set out
in the Investment Manager’s Report on pages 6 to 15. The Group faces a number of risks and uncertainties, as set out in the Directors’
Report on pages 16 to 28. The financial risk management objectives and policies of the Group, including exposure to price risk,
interest rate risk, credit risk and liquidity risk are discussed in note 19 to the financial statements.
The Group continues to meet day-to-day liquidity needs through its cash resources. As at 31 December 2023, the Group have net
current assets of €4 million (2022: net current liabilities of €81 million) and had cash balances of €13 million (2022: €27 million) . Cash
balances held by investee companies amounted to €130 million (2022: €161 million) . The Company has sufficient cash balances at its
disposal to meet current obligations as they fall due.
The material cash outflows of the Group relate to the payment of dividends and costs relating to the acquisition of new asset which are
both wholly discretionary. Further, the Directors note the Company’s capacity to generate cash organically and track record in raising
debt and equity capital in order to fund commitments to acquisitions and meet the contingent liabilities detailed in note 15 of the
financial statements, when they become payable. The Directors also note the agreement post period end of a new 5-year term debt
facility amounting to €150 million, as disclosed in more detail in note 22.
As at 31 December 2023 the Group had total debt amounting to €1,250 million (2022: €846 million) . The Company is subject to various
covenants to which it has complied in full during the year.
The Directors have reviewed the Group forecasts and projections which cover a period of not less than 12 months from the date of this
report, taking into account foreseeable changes in investment and trading performance. On the basis of this review, the Directors have
a reasonable expectation that Company and Group have adequate resources to continue in operational existence for the foreseeable
future. Accordingly, the Directors adopt the going concern basis for the preparation of the financial statements for the year ended
31 December 2023.
accounting for subsidiaries
The Directors have concluded that the Group has all the elements of control as prescribed by IFRS 10 “Consolidated Financial
Statements” in relation to all its subsidiaries and that the Company satisfies the criteria to be regarded as an investment entity as
defined in IFRS 10, IFRS 12 “Disclosure of Interests in Other Entities” and IAS 27 “Consolidated and Separate Financial Statements”.
The three essential criteria are such that the entity must:
1.
Obtain funds from one or more investors for the purpose of providing these investors with professional investment management
services;
GREENCOAT RENEWABLES ANNUAL REPORT 2023STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS 52 Notes to the CoNsolidated FiNaNCial statemeNts
For the year ended 31 December 2023 continued
1. Material accounting policies (continued)
accounting for subsidiaries (continued)
2.
Commit to its investors that its business purpose is to invest its funds solely for returns from capital appreciation, investment
income or both; and
3. Measure and evaluate the performance of substantially all of its investments on a fair value basis.
In satisfying the second essential criteria, the notion of an investment time frame is critical. An investment entity should not hold its
investments indefinitely but should have an exit strategy for their realisation. Although the Company has invested in equity interests
in operating special purpose vehicles that have an indefinite life, the underlying renewable generation assets have an expected life
of 30 years for onshore wind farms, 35 years for offshore wind farms and 40 years for solar. The Company intends to hold these assets
for the remainder of their useful life to preserve the capital value of the Portfolio. However, as the renewable generation assets are
expected to have no residual value after their expected life, the Directors consider that this demonstrates a clear exit strategy from
these investments.
Subsidiaries are therefore measured at fair value through profit or loss, in accordance with IFRS 13 ‘‘Fair Value Measurement’’ and
IFRS 9 as permitted by IAS 27. The financial support provided by the Group to its unconsolidated subsidiaries is disclosed in note 9.
Notwithstanding this, IFRS 10 requires subsidiaries that provide services that relate to the investment entity’s investment activities
but are not themselves investment entities to be consolidated. Accordingly, the annual financial statements include the consolidated
financial statements of the Company and Holdcos. In respect of these entities, intra-Group balances and any unrealised gains arising
from intra-Group transactions are eliminated in preparing the consolidated financial statements. Unrealised losses are eliminated
unless the costs cannot be recovered. The consolidated financial statements of subsidiaries that are included in the consolidated
financial statements are included from the date that control commences until the dates that control ceases.
In the Parent Company’s financial statements, investments in subsidiaries are measured at fair value through profit or loss in
accordance with IFRS 9, as permitted by IAS 27.
accounting for associates and joint ventures
The Group has taken the exemption permitted by IAS 28 “Investments in Associates and Joint Ventures” and IFRS 11 “Joint
Arrangements” for entities similar to investment entities and measures its investments in associates and joint ventures at fair value.
The Directors consider an associate to be an entity over which the Group has significant influence, through an ownership of between
20 per cent and 50 per cent. The Group’s associates and joint ventures are disclosed in note 10.
Consolidation
Consolidated entities are all entities over which the Company has control. The Company controls an entity when the Company has
power over the entity, 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. Subsidiaries are fully consolidated from the date on which control is transferred to the
Company. They are derecognised from the date that control ceases.
The Company applies the acquisition method to account for business combinations. The consideration transferred for the acquisition
of a subsidiary (for accounting purposes) is the fair value of the assets transferred, the liabilities incurred to the former owners of the
acquiree and the equity interests issued by the Company. The consideration transferred includes the fair value of any asset or liability
resulting from a contingent consideration arrangement. Identifiable assets acquired and liabilities and contingent liabilities assumed in
a business combination are measured initially at their fair values at the acquisition date.
The Company recognises any non-controlling interest in the acquiree on an acquisition-by-acquisition basis, either at fair value or at
the non-controlling interest’s proportionate share of the recognised amounts of the acquiree’s identifiable net assets.
The following table outlines the consolidated entities.
Investment
Holdco
Date of
Control
9 March 2017
Holdco 1
2 March 2020
Holdco 2
2 March 2020
Registered Office
Ownership
%
Country of
Incorporation
Place of
Business
Riverside One,
Sir John Rogerson’s Quay,
Dublin 2
Riverside One,
Sir John Rogerson’s Quay,
Dublin 2
Riverside One,
Sir John Rogerson’s Quay,
Dublin 2
100%
Ireland
Ireland
100%
Ireland
Ireland
100%
Ireland
Ireland
Based on control, the results of Holdco, Holdco 1 and Holdco 2 are consolidated into the Consolidated Financial Statements.
Acquisition-related costs are expensed as incurred.
Inter-company transactions, balances and unrealised gains on transactions between group companies are eliminated on
Consolidation. Unrealised losses are also eliminated. When necessary, amounts reported by subsidiaries have been adjusted to
conform to the Company’s accounting policies. During the year, no such adjustments have been made, given all subsidiaries have
uniform accounting policies.
GREENCOAT RENEWABLES ANNUAL REPORT 2023
Notes to the CoNsolidated FiNaNCial statemeNts
For the year ended 31 December 2023
53
1. Material accounting policies (continued)
Financial instruments
Financial assets and financial liabilities are recognised in the Group’s Statement of Financial Position when the Group becomes a party
to the contractual provisions of the instrument. Financial assets and financial liabilities are only offset and the net amount reported in
the Consolidated Statement of Financial Position when there is a currently enforceable legal right to offset the recognised amounts
and the Group intends to settle on a net basis or realise the asset and liability simultaneously.
At 31 December 2023 and 2022, the carrying amounts of cash and cash equivalents, receivables, payables and borrowings reflected in
the financial statements are reasonable estimates of fair value in view of the nature of these instruments or the relatively short period
of time between the original instruments and their expected realisation. The fair value of advances and other balances with related
parties which are short term or repayable on demand is equivalent to their carrying amount.
Financial assets
The classification of financial assets at initial recognition depends on the purpose for which the financial asset was acquired and its
characteristics.
All financial assets are initially recognised at fair value. All purchases of financial assets are recorded at the date on which the Group
and the Company became party to the contractual requirements of the financial asset.
Loans and receivables
These assets are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They
principally comprise cash and trade and other receivables and they are initially recognised at fair value and subsequently carried
at amortised cost using the effective interest rate method, less provision for impairment. Transaction costs are recognised in the
Consolidated Statement of Comprehensive Income as incurred. The Group and Company assesses whether there is any objective
evidence that financial assets are impaired at the end of each reporting period. If any such evidence exists, the amount of the
impairment loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash
flows, discounted at the original effective interest rate. The amount of any impairment is recognised in the Consolidated Statement of
Comprehensive Income. Impairment provisions for loans and receivables are recognised based on a forward-looking expected credit
loss model. All financial assets assessed under this model are immaterial to the financial statements.
Investments at Fair Value Through Profit or Loss
Investments are designated upon initial recognition as held at fair value through profit or loss. Movements in fair value are recognised
in the Consolidated Statement of Comprehensive Income during the reporting period. As shareholder loan investments form part of a
managed portfolio of assets whose performance is evaluated on a fair value basis, loan investments are designated at fair value in line
with equity investments.
The Company’s loan and equity investments in Holdcos are held at fair value through profit or loss. Gains or losses resulting from the
movement in fair value are recognised in the Company’s Statement of Comprehensive Income at each valuation point.
Financial assets are recognised/derecognised at the date of the purchase/disposal. Investments are initially recognised at cost, being
the fair value of consideration given. Transaction costs are recognised in the Consolidated Statement of Comprehensive Income as
incurred.
Financial liabilities
Financial liabilities are classified according to the substance of the contractual agreements entered into.
All financial liabilities are initially recognised at fair value net of transaction costs incurred. All financial liabilities are recorded on the
date on which the Group becomes party to the contractual requirements of the financial liability.
All loans and borrowings are initially recognised at cost, being fair value of the consideration received, less issue costs where
applicable. After initial recognition, all interest-bearing loans and borrowings are subsequently measured at amortised cost using the
effective interest rate method. Loan balances as at the year end have not been discounted to reflect amortised cost, as the amounts
are not materially different from the outstanding balances.
The Group has entered into a number of interest rate swaps which are treated as a single fixed rate loan agreement, which effectively
set interest rates payable at fixed rates, as the contractual agreements for the loan and swap are directly linked, were executed at the
same time, are not independently transferable, there is a common counterparty for loan and swap instruments and all loan and swap
instruments are co terminus and their commercial and financial terms reflect each other.
The Group’s other financial liabilities measured at amortised cost include trade and other payables and other short term monetary
liabilities which are initially recognised at fair value and subsequently measured at amortised cost using the effective interest rate
method.
A financial liability (in whole or in part) is derecognised when the Group has extinguished its contractual obligations, it expires or is
cancelled. Any gain or loss on de-recognition is taken to the Consolidated Statement of Comprehensive Income.
GREENCOAT RENEWABLES ANNUAL REPORT 2023STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS 54 Notes to the CoNsolidated FiNaNCial statemeNts
For the year ended 31 December 2023 continued
1. Material accounting policies (continued)
dividends
Dividends payable are recognised as distributions in the consolidated financial statements when the Company’s obligation to make
payment has been established.
income recognition
Dividend income and interest income on shareholder loan investments is recognised when the Group’s entitlement to receive
payment is established.
Other income is accounted for on an accruals basis.
Gains or losses resulting from the movement in fair value of the Group’s and Company’s investments held at fair value through profit
and loss are recognised in the Consolidated Statement of Comprehensive Income at each valuation point.
segmental reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker.
The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments,
has been identified as the Board of Directors, as a whole.
The key measure of performance used by the Board to assess the Group’s performance and to allocate resources is the total return on
the Group’s net assets, as calculated under IFRS and therefore no reconciliation is required between the measure of profit or loss used
by the Board and that contained in the consolidated financial statements.
For management purposes, the Group is organised into one main operating segment, which invests in renewable generation and
storage assets.
The Group is engaged in a single segment of business, being investment in renewable infrastructure to generate investment returns
while preserving capital. The Group presents the business as a single segment comprising a homogeneous portfolio.
2. Critical accounting judgements, estimates and assumptions
The preparation of the financial statements requires the application of estimates and assumptions which may affect the results
reported in the financial statements. Estimates, by their nature, are based on judgement and available information.
Classification of an investment entity
One area of judgement relates to the Company’s classification as an investment entity as defined in IFRS 10, IFRS 12 and IAS 27. This
conclusion involved a degree of judgement and assessment as to whether the Company met the criteria outlined in the accounting
standards. IFRS 10 requires that a Company has to fulfil 3 criteria to be an investment entity:
• obtains funds from one or more investors for the purpose of providing those investor(s) with investment management services;
• Commits to its investor(s) that its business purpose is to invest funds solely for returns from capital appreciation, investment income,
or both; and
• measures and evaluates the performance of substantially all of its investments on a fair value basis.
IFRS 10 also determines that an investment entity would have the following typical characteristics:
• it has more than one investment;
• it has more than one investor;
• it has investors that are not related parties; and
• it has ownership interest in the form of equity or similar interests.
An entity that does not display all of the above characteristics could, nevertheless, meet the definition of an investment entity. The
estimates and assumptions that have a significant risk of causing a material adjustment to the carrying value of assets and liabilities are
those used to determine the fair value of the investments as disclosed in note 9 to the financial statements.
The Directors have concluded that the Company meets the definition of an investment entity.
Fair value of investments
The key assumptions that have a significant impact on the carrying value of investments that are valued by reference to the discounted
value of future cash flows are the useful life of the assets, the discount rates, the level of wind resource or irradiation, the rate of
inflation, the price at which the power and associated benefits can be sold and the amount of electricity the assets are expected to
produce. A sensitivity analysis of these assumptions is included in note 9.
Useful lives are based on the Investment Manager’s estimates of the period over which the assets will generate revenue which are
periodically reviewed for continued appropriateness. The standard assumption used for the useful life of an onshore wind farm is
30 years, 35 years for an offshore wind farm and 40 years for a solar farm, which is commonly used by similar investment companies
that invest in renewable generation assets. Other factors for consideration are the lengths of site leases and planning permission of
the wind farms, which the Investment Manager monitors closely. The Investment Manager fully expects to be able to renew leases and
planning requirements on or before their renewal dates.
GREENCOAT RENEWABLES ANNUAL REPORT 2023 Notes to the CoNsolidated FiNaNCial statemeNts
For the year ended 31 December 2023
55
2. Critical accounting judgements, estimates and assumptions (continued)
The discount rates are subjective and therefore it is feasible that a reasonable alternative assumption may be used resulting in a
different value. The discount rates applied to the cash flows are reviewed quarterly by the Investment Manager to ensure they are
at the appropriate level. The Investment Manager will take into consideration market transactions, where of similar nature, when
considering changes to the discount rates used.
The revenues and expenditure of the investee companies are frequently, partly or wholly subject to indexation and an assumption is
made that inflation will increase at a long term rate.
The price at which the output from the revenue generating assets is sold is a factor of both wholesale electricity prices and the
revenue received under various government support regimes. Future power prices are estimated using external third-party forecasts
which take the form of specialist consultancy reports, which reflect various factors including gas prices, carbon prices and renewables
deployment, each of which reflect the global response to climate change. The future power price assumptions are reviewed as and
when these forecasts are updated. There is an inherent uncertainty in future wholesale electricity price projection.
Specifically commissioned external reports are used to estimate the expected electrical output from the renewable generating assets
taking into account the expected average wind speed at each location and generation data from historical operation. The actual
electrical output may differ considerably from that estimated in such a report mainly due to the variability of actual wind to that
modelled in any one period. Assumptions around electrical output will be reviewed only if there is good reason to suggest there has
been a material change in this expectation.
3. Investment management fees
Under the terms of the Investment Management Agreement, the Investment Manager is entitled to a management fee from the
Company, which is calculated quarterly in arrears in accordance with the Investment Management Agreement.
The fee is calculated in respect of each quarter and in each case based upon the NAV:
• on that part of the NAV up to and including €1 billion, an amount equal to 0.25% of such part of the NAV;
• 0.2% of NAV per quarter on that part of NAV from €1 billion to €1.75 billion; and
• 0.1875% of NAV per quarter on that part of NAV over €1.75 billion.
Investment management fees paid or accrued in the years ended 31 December 2023 and 31 December 2022 were as follows:
Investment management fees
For the
For the
year ended
31 December
2023
€’000
year ended
31 December
2022
€’000
12,369
12,369
11,913
11,913
As at 31 December 2023, €3,224,623 was payable in relation to investment management fees (2022: €3,140,251) .
4. Return on investments
Interest on shareholder loan investment (Note 20)
Dividends received (Note 20)
Unrealised movement in fair value of investments (Note 9)
For the
For the
year ended
31 December
2023
€’000
year ended
31 December
2022
€’000
68,961
83,551
(29,164)
32,757
83,587
56,071
123,348
172,415
GREENCOAT RENEWABLES ANNUAL REPORT 2023STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
56 Notes to the CoNsolidated FiNaNCial statemeNts
For the year ended 31 December 2023 continued
5. Operating expenses
Investment management fees (Note 3)
Other expenses
Non-executive Directors’ remuneration
Group and SPV administration fees
Fees to the Company’s Auditor:
for audit of the statutory financial statements
for other services
For the
For the
year ended
31 December
2023
€’000
year ended
31 December
2022
€’000
12,369
2,751
11,913
2,593
472
285
128
3
358
246
115
3
16,008
15,228
The fees to the Company’s Auditor include €3,300 (2022: €3,150) paid in relation to a limited review of the Interim Report during
the year.
6. Taxation
Taxation
The tax reconciliation is explained below.
Profit for the year before taxation
Profit for the year multiplied by the standard rate of corporation tax of 12.5%
Tax on income at a higher rate
Fair value movements (not subject to taxation)
Dividends received (not subject to taxation)
Losses available for surrender
Group relief at higher rate of tax
Net expenditure not deductible for tax purposes
Prior period taxation recognised in current period
7. Earnings per share
Profit attributable to equity holders of the Company – €’000
Weighted average number of ordinary shares in issue
Basic and diluted earnings from continuing operations in the year (cent)
For the
year ended
31 December
2023
€’000
For the
year ended
31 December
2022
€’000
3,526
–
For the
year ended
31 December
2023
€’000
For the
year ended
31 December
2022
€’000
73,013
136,572
9,127
2,318
3,646
(10,444)
–
(1,927)
(63)
869
3,526
17,071
1,565
(7,201)
(10,859)
138
(1,565)
850
–
–
For the
year ended
31 December
2023
For the
year ended
31 December
2022
69,487
136,572
1,141,238,938
1,076,507,357
6.1
12.7
GREENCOAT RENEWABLES ANNUAL REPORT 2023
Notes to the CoNsolidated FiNaNCial statemeNts
For the year ended 31 December 2023
57
8. Dividends declared with respect to the year
Interim dividends paid during the year ended 31 December 2023
With respect to the quarter ended 31 December 2022
With respect to the quarter ended 31 March 2023
With respect to the quarter ended 30 June 2023
With respect to the quarter ended 30 September 2023
Interim dividends declared after 31 December 2023 and not accrued in the year
With respect to the quarter ended 31 December 2023
Dividend
per share
cent
Total
dividend
€’000
1.545
1.605
1.605
1.605
17,632
18,317
18,317
18,317
6.360
72,583
Dividend
per share
cent
1.605
1.605
Total
dividend
€’000
18,317
18,317
On 31 January 2024, the Company announced a dividend of 1.605 cent per share with respect to the quarter ended 31 December
2023, bringing the total dividend declared with respect to the year to 31 December 2023 to 6.42 cent per share. The record date for
the dividend was 9 February 2024 and the payment date was 1 March 2024.
The following table shows dividends paid in the prior year.
Interim dividends paid during the year ended 31 December 2022
With respect to the quarter ended 31 December 2021
With respect to the quarter ended 31 March 2022
With respect to the quarter ended 30 June 2022
With respect to the quarter ended 30 September 2022
9. Investments at fair value through profit or loss
Group
Opening balance
Additions
Repayment of shareholder loan investments (Note 20)
Unrealised movement in fair value of investments
Investments at fair value through profit or loss
Company
Opening balance
Additions
Repayment of shareholder loan investments
Unrealised movement in fair value of investments
Investments at fair value through profit or loss
Dividend
per share
cent
Total
dividend
€’000
1.515
1.545
1.545
1.545
13,482
17,632
17,632
17,632
6.150
66,378
As at
31 December
2023
€’000
As at
31 December
2022
€’000
2,109,570
1,408,802
566,545
762,732
(130,670)
(118,537)
(20,459)
56,573
2,524,986
2,109,570
As at
31 December
2023
€’000
As at
31 December
2022
€’000
1,278,474
935,069
13,000
(95,518)
76,957
205,200
(8,990)
147,195
1,272,913
1,278,474
The investments made in underlying assets are carried at fair value through profit and loss. The investments are typically made through
a combination of shareholder loans and equity into the SPVs which own the underlying asset. The nominal value of the shareholder
loan investments are shown in the table below for illustrative purposes.
GREENCOAT RENEWABLES ANNUAL REPORT 2023STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
58 Notes to the CoNsolidated FiNaNCial statemeNts
For the year ended 31 December 2023 continued
9. Investments at fair value through profit or loss (continued)
Group as at 31 December 2023
Opening balance
Additions
Repayment of shareholder loan investments (Note 20)
Unrealised movement in fair value of investments (Note 4)
Total
Group as at 31 December 2022
Opening balance
Additions
Repayment of shareholder loan investments
Restructure of shareholder loan investments/Equity Investments
Unrealised movement in fair value of investments (Note 4)
Total
Company as at 31 December 2023
Opening balance
Equity investments
Loans repaid by Holdcos
Loans advanced to SPVs
Loans repaid by SPVs
Unrealised movement in fair value of investments
Total
Company as at 31 December 2022
Opening balance
Equity investments
Loans repaid by Holdcos
Loans advanced to SPV’s
Loans repaid by SPVs
Unrealised movement in fair value of investments
Total
Loans
€’000
Equity
interest
€’000
Total
€’000
1,266,417
843,153
2,109,570
400,012
166,533
566,545
(130,670)
–
(130,670)
8,705
(29,164)
(20,459)
1,544,464
980,522
2,524,986
Loans
€’000
Equity
interest
€’000
Total
€’000
779,865
628,937
1,408,802
601,648
161,084
762,732
(118,306)
–
(118,306)
2,708
502
(2,939)
56,071
(231)
56,573
1,266,417
843,153
2,109,570
Loans
€’000
Equity
interest
€’000
Total
€’000
566,346
712,128
1,278,474
–
13,000
13,000
(63,627)
–
(31,890)
–
–
–
(63,627)
–
(31,890)
–
76,957
76,957
470,828
802,085
1,272,913
Loans
€’000
Equity
interest
€’000
575,336
359,733
–
205,200
(30,289)
35,651
(14,352)
–
–
–
Total
€’000
935,069
205,200
(30,289)
35,651
(14,352)
–
147,195
147,195
566,346
712,128
1,278,474
GREENCOAT RENEWABLES ANNUAL REPORT 2023
Notes to the CoNsolidated FiNaNCial statemeNts
For the year ended 31 December 2023
59
9. Investments at fair value through profit or loss (continued)
The unrealised movement in fair value of investments of the Group during the year were made up as follows:
Decrease in valuation of investments
Movement in swap fair values within SPVs
Repayment of debt at SPV level
Prepayment of debt at SPV level
Repayment of shareholder loan investments
Shareholder loan balance adjustment
Movement in cash balances of SPVs
Investment acquisition adjustments
For the
For the
year ended
31 December
2023
€’000
year ended
31 December
2022
€’000
(107,185)
(93,685)
(158)
7,187
12,211
130,670
–
(59,136)
(4,048)
36
13,481
–
118,306
(2,708)
21,143
–
Unrealised movement in fair value of investments (Note 9)
(20,459)
56,573
Fair value measurements
IFRS 13 requires disclosure of fair value measurement by level. The level of fair value hierarchy which the financial assets or financial
liabilities are recognised is on the basis of the lowest level input that is significant to the fair value measurement. Financial assets and
financial liabilities are classified in their entirety into only one of the following 3 levels:
• Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;
• Level 2 – inputs other than quoted prices included within Level 1 that are observable for the assets or liabilities, either directly (i.e. as
prices) or indirectly (i.e. derived from prices) ; and
• Level 3 – inputs for assets or liabilities that are not based on observable market data (unobservable inputs) .
The determination of what constitutes “observable” requires significant judgement by the Group. The Group considers observable
data to be market data that is readily available, regularly distributed or updated, reliable and verifiable, not proprietary and provided
by independent sources that are actively involved in the relevant market.
The only financial instruments held at fair value are the investments held by the Group in the SPVs, which are fair valued at
each reporting date. The Group’s investments have been classified within level 3 as the investments are not traded and contain
unobservable inputs. The Company’s investments are all considered to be level 3 assets. As the fair value of the Company’s equity and
loan investments in Holdcos is ultimately determined by the underlying fair values of the SPV investments, the Company’s sensitivity
analysis of reasonably possible alternative input assumptions is the same as for the Group.
Due to the nature of the investments, they are always expected to be classified as level 3.
There have been no transfers between levels during the year ended 31 December 2023.
Any transfers between the levels would be accounted for on the last day of each financial period.
The Investment Manager carries out the asset valuations, which form part of the NAV calculation. These asset valuations are based on
discounted cash flow methodology in line with IPEV Valuation Guidelines and adjusted where appropriate, given the special nature of
renewable generation investments.
Valuations are derived using a discounted cash flow methodology in line with IPEV Valuation Guidelines and take into account, inter
alia, the following:
• due diligence findings where relevant;
• the terms of any material contracts including PPAs;
• asset performance;
• power price forecast from a leading market consultant; and
• the economic, taxation or regulatory environment.
The DCF valuation of the Group’s investments represents the largest component of GAV and the key sensitivities are considered to
be the discount rate used in the DCF valuation and long term assumptions in relation to inflation, energy yield, power prices and
asset life.
The base case discount rate is a blend of a lower discount rate for fixed cash flows and a higher discount rate for merchant cash flows.
The Portfolio’s blended unlevered discount rate as at 31 December 2023 was 7.1%.
GREENCOAT RENEWABLES ANNUAL REPORT 2023STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
60 Notes to the CoNsolidated FiNaNCial statemeNts
For the year ended 31 December 2023 continued
9. Investments at fair value through profit or loss (continued)
The DCF valuation is produced by discounting the individual SPV cash flows on an unlevered basis. The equivalent levered discount
rate (assuming 40% gearing) is approximately 9%.
Base case long term CPI assumption is 2.0% for all countries based on long term target of the ECB and European central banks, with
slightly higher inflation assumptions for 2024 and 2025.
A variance of +/- 0.5% is considered to be a reasonable range of alternative assumptions for both discount and inflation rate.
Base case energy yield assumptions are P50 (50% probability of exceedance) forecasts based on long term wind data and operational
history. The P90 (90% probability of exceedance over a 10 year period) and P10 (10% probability of exceedance over a 10 year period)
sensitivities reflect the future variability of wind and the uncertainty associated with the long term data source being representative of
the long term mean.
Long term power price forecasts are provided by leading market consultants, updated quarterly and may be adjusted by the
Investment Manager where more conservative assumptions are considered appropriate.
The base case asset life depends on the technology as those are underpinned by different design life. As a result, the Portfolio’s
typical lifetime of assets is noted below:
• wind onshore assets 30 years;
• wind offshore assets 35 years; and
• solar assets 40 years.
There is no terminal value assumed at the end of operating life.
The sensitivity below assumes that asset life may be 5 years shorter or longer than the base case, which is impacted by technical
durability of the wind and solar farms components and commercial aspects of each investment, including the renewals of site leases,
planning permission and grid connection agreements.
sensitivity analysis
The fair value of the Group’s investments is €2,524,985,697 (2022: €2,109,569,844) . The following analysis is provided to illustrate the
sensitivity of the fair value of investments to a change in an individual input, while all other variables remain constant. The Board
considers these changes in inputs to be within reasonable expected ranges. This is not intended to imply the likelihood of change or
that possible changes in value would be restricted to this range.
Input
Discount rate
Energy yield
Power price
Inflation rate
Asset Life
Base case
6-7%
Change in
input
+0.25%
-0.25%
P50
10-year P90
10-year P10
Forecast by leading
consultant
2.0%
Long term
30 years (onshore) /
35 years (offshore) /
40 years (solar)
-10%
10%
- 0.5%
+0.5%
- 5 years
+ 5 years
Change in
fair value of
investments
€’000
Change in NAV
per share
cent
(37,073)
38,231
(161,772)
160,598
(191,362)
188,867
(69,964)
74,567
(189,686)
134,950
(3.2)
3.3
(14.2)
14.1
(16.8)
16.6
(6.1)
6.5
(16.6)
11.8
The sensitivities above are assumed to be independent of each other. Combined sensitivities are not presented.
GREENCOAT RENEWABLES ANNUAL REPORT 2023
Notes to the CoNsolidated FiNaNCial statemeNts
For the year ended 31 December 2023
61
10. Unconsolidated subsidiaries, associates and joint ventures
The following table shows subsidiaries of the Group. As the Company is regarded as an investment entity as referred to in note 1,
these subsidiaries have not been consolidated in the preparation of the consolidated financial statements:
Investment
Ballybane Windfarms Limited
Beam Wind Limited
Carrickallen Wind Limited
Cloosh Valley Wind Farm Holdings DAC(1)
Cloghan Wind Farm Limited
Cnoc Windfarms Limited(2)
Cordal Windfarm Holdings Limited(3)
Cregg Wind Farm Limited(4)
Glencarbry Windfarm Limited
Gortahile Windfarm Limited
GRW1 AH Limited(5)
Killala Community Wind Farm DAC
Killhills Windfarm Limited
Knockacummer Wind Farm Limited
Knocknalour Wind Farm Limited
Kostroma Holdings Limited(6)
Lisdowney Wind Farm Limited
Meenaward Wind Farm Limited(7)
Monaincha Sigatoka Wind Holdings DAC(8)
Parc Eolien Des Tournevents du Cos SAS(9)
Parc Eolien Des Courtibeaux SAS(10)
Raheenleagh Power DAC
Ronaver Energy Limited(11)
Seahound Wind Developments Limited(12)
Sliabh Bawn Wind Holdings DAC(13)
SMSF Holdings Limited
Société d’Exploitation du Parc Eolien du
Tonnerois(14)
Tra Investments Limited(15)
Tullynamoyle Wind Farm II Limited
Place of
Business
Ireland
Ireland
Ireland
Ireland
Ireland
Ireland
Ireland
Ireland
Ireland
Ireland
Ireland
Ireland
Ireland
Ireland
Ireland
Ireland
Ireland
Ireland
Ireland
France
France
Ireland
Ireland
Ireland
Ireland
Ireland
France
Ireland
Ireland
Ownership
Interest as at
31 December
2023
Registered Office
Riverside One, Sir John Rogerson’s Quay, Dublin 2
Riverside One, Sir John Rogerson’s Quay, Dublin 2
Riverside One, Sir John Rogerson’s Quay, Dublin 2
6th Floor, South Bank House, Barrow Street, Dublin 4
Riverside One, Sir John Rogerson’s Quay, Dublin 2
Riverside One, Sir John Rogerson’s Quay, Dublin 2
Riverside One, Sir John Rogerson’s Quay, Dublin 2
Riverside One, Sir John Rogerson’s Quay, Dublin 2
Riverside One, Sir John Rogerson’s Quay, Dublin 2
Riverside One, Sir John Rogerson’s Quay, Dublin 2
Riverside One, Sir John Rogerson’s Quay, Dublin 2
Riverside One, Sir John Rogerson’s Quay, Dublin 2
Riverside One, Sir John Rogerson’s Quay, Dublin 2
Riverside One, Sir John Rogerson’s Quay, Dublin 2
Riverside One, Sir John Rogerson’s Quay, Dublin 2
Riverside One, Sir John Rogerson’s Quay, Dublin 2
Riverside One, Sir John Rogerson’s Quay, Dublin 2
Riverside One, Sir John Rogerson’s Quay, Dublin 2
Riverside One, Sir John Rogerson’s Quay, Dublin 2
20, Avenue de la Paix, 67000 Strasbourg, France
20, Avenue de la Paix, 67000 Strasbourg, France
Two Gateway, East Wall Road, Dublin 3
Riverside One, Sir John Rogerson’s Quay, Dublin 2
Riverside One, Sir John Rogerson’s Quay, Dublin 2
Dublin Road, Newtownmountkennedy, Co. Wicklow
Riverside One, Sir John Rogerson’s Quay, Dublin 2
20, Avenue de la Paix, 67000 Strasbourg, France
Riverside One, Sir John Rogerson’s Quay, Dublin 2
Riverside One, Sir John Rogerson’s Quay, Dublin 2
100%
100%
50%
75%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
50%
100%
100%
25%
50%
100%
100%
100%
1 The Group’s investment in Cloosh Valley is held through Cloosh Valley Wind Farm Holdings DAC
2 The Group’s investment in Cnoc Energy Supply is held through Cnoc Windfarm Holdings Limited
3 The Group’s investment in Cordal Windfarms and Oak Energy Supply Limited is held through Cordal Windfarm Holdings Limited
4 The Group’s investment in Taghart is held through Cregg Wind Farm Limited
5 The Group’s investment in GRP Sweden Holdings AB(16) , Boston Holding A/S (Danish HoldCo) (17) , GRP Finland Holdings Oy(18) , GRP Germany Holdings
GmbH(19) , GRP Luxembourg Holding S.à r.l(20) , GRP SGPM Butendiek Holding S.à r.l(20) , Soliedra and Torrubia is held through GRW1 AH Limited
6 The Group’s investment in Glanaruddery is held through Kostroma Holdings Limited
7 The Group’s investment in Beam Hill Extension is held through Meenaward Wind Farm Limited
8 The Group’s investments in Monaincha and Garranereagh are held through Monaincha Sigatoka Wind Holdings DAC
9 The Group’s investment in Pasilly is held through Parc Eolien Des Tournevents du Cos SAS
10 The Group’s investment in Saint Martin is held through Parc Eolien Des Courtibeaux SAS
11 The Group’s investment in Tullahennel is held through Ronaver Energy Limited
12 The Group’s investment in Letteragh is held through Seahound Wind Developments Limited
13 The Group’s investment in Sliabh Bawn Power and Sliabh Bawn Supply is held through Sliabh Bawn Wind Holdings DAC
14 The Group’s investment in Sommette is held through Société d’Exploitation du Parc Eolien du Tonnerois
15 The Group’s investment in Ballincollig Hill is held through Tra Investments Limited
16 The Group’s investment in Erstrask South and Erstrask North is held through GRP Sweden Holdings AB Limited
17 The Group’s investment in Borkum is held through Boston Holding A/S (Danish HoldCo)
18 The Group’s investment in Kokkoneva is held through GRP Finland Holdings Oy
19 The Group’s investment in Genonville, Grande Piece, Menonville and Arcy Precy is held through GRP Germany Holdings GmbH
20 The Group’s investment in Butendiek is held through GRP Luxembourg Holding S.à r.l and GRP SGPM Butendiek Holding S.à r.l
GREENCOAT RENEWABLES ANNUAL REPORT 2023STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS 62 Notes to the CoNsolidated FiNaNCial statemeNts
For the year ended 31 December 2023 continued
10. Unconsolidated subsidiaries, associates and joint ventures (continued)
Security deposits and guarantees provided by the Group on behalf of its investments are as follows:
Entity
The Company
The Company
The Company
Holdco
Investment
Bank
Type
Killhills
Soliedra
AIB
Cash and Counter-indemnity
Caixa
Cash and Counter-indemnity
Tullahennel
Santander
Cash and Counter-indemnity
Killala
AIB
Cash and Counter-indemnity
Purpose
Planning
Planning
PPA
MEC
€’000
100
563
3,480
605
The fair value of cash security deposits as disclosed in the table above is €4,128,637.
In addition, the Company has provided parent company guarantees in respect of certain obligations in respect of forward sales,
that are fully covered through the Group’s RCF and existing cash resources. The expectation that any of the guarantees crystalise is
considered highly unlikely.
11. Receivables
Group
Sundry receivables
VAT receivable
Prepayments
Accrued income
Company
Interest Receivable
Due from SPVs
VAT receivable
Prepayments
Sundry Receivable
31 December
2023
€’000
31 December
2022
€’000
8
50
33
889
980
25
48
50
167
290
31 December
2023
€’000
31 December
2022
€’000
4,805
334
30
28
8
5,205
–
219
65
40
–
324
The Company has reviewed the receivable from SPVs in accordance with IFRS 9 “Financial Instruments” and has not accounted for any
expected credit losses following an assessment by the Company which concluded, that any expected losses would be immaterial.
At 05 March 2024, the current balance outstanding is €334,000.
12. Cash and cash equivalents
The total of Group cash is €13.4 million (2022: €26.8 million) and is held in current accounts with AIB.
GREENCOAT RENEWABLES ANNUAL REPORT 2023
Notes to the CoNsolidated FiNaNCial statemeNts
For the year ended 31 December 2023
63
13. Payables
Group
Investment management fee payable
Other payables
Deferred Consideration
Acquisition costs payable
Loan interest payable
Commitment fee payable
Corporation tax payable
Company
Investment management fee payable
Other payables
14. Loans and borrowings
The Company did not hold any loans or borrowings at 31 December 2023 (2022: €nil) .
Group at 31 December 2023
Opening balance
Revolving Credit Facility
Drawdowns
Repayments
Finance costs capitalised during the year
Amortisation
Term debt facilities
Drawdowns
Finance costs capitalised during the year
Amortisation
Closing balance
Reconciled as
Current liabilities
Non-current liabilities
Closing balance
31 December
2023
€’000
31 December
2022
€’000
3,225
2,274
301
320
1,484
97
2,658
3,140
1,596
454
1,443
1,210
321
–
10,359
8,164
31 December
2023
€’000
31 December
2022
€’000
3,225
332
3,557
3,140
484
3,624
31 December
2023
€’000
31 December
2022
€’000
846,080
472,709
573,000
(343,000)
(4,066)
1,290
195,660
(95,660)
–
–
175,000
275,000
(49)
1,369
(2,829)
1,200
1,249,624
846,080
–
1,249,624
100,000
746,080
1,249,624
846,080
GREENCOAT RENEWABLES ANNUAL REPORT 2023STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
64 Notes to the CoNsolidated FiNaNCial statemeNts
For the year ended 31 December 2023 continued
14. Loans and borrowings (continued)
The finance costs associated with the RCF and term debt facilities that were capitalised and amortised during the year ended
31 December 2023 was €4.1 million (2022: €1.6 million) .
Loan interest
Professional fees
Amortised facility arrangement fees
Commitment fees
For the
year ended
31 December
2023
€’000
For the
year ended
31 December
2022
€’000
29,955
12,407
94
2,658
1,015
46
1,200
1,626
33,722
15,279
In relation to non-current loans and borrowings, the Directors are of the view that the current market interest rate is not significantly
different to the respective instruments’ contractual interest rates, therefore the fair value of the non-current loans and borrowings at
the end of the reporting period is not significantly different from their carrying amounts.
RCF
The Group maintains a €350 million RCF provided by CIBC, RBC and Commerzbank at a margin of 1.4% per annum plus EURIBOR,
with a repayment date of 13 February 2026.
The Group is obliged to pay a quarterly commitment fee of 0.49% per annum of the undrawn commitment available under the facility.
Lenders’ security consists of comprehensive debentures incorporating a fixed and floating charge over the Group including a charge
over the Group’s bank accounts and shares in the underlying investments.
As at 31 December 2023, the principal balance of the RCF outstanding was €330 million (2022: €100 million) , which is recorded as a
non current liability.
term debt facilities of the Group are detailed below:
Facility A
In April 2021, the Group increased the aggregate 5-year term debt arrangements adding ING into the banking syndicate. Details of
the Group’s term debt facilities and associated interest rate swaps are set out in the tables below:
Provider
CBA
NAB
ING
Natwest
Maturity date
7 October 2025
7 October 2025
7 October 2025
7 October 2025
Loan
margin
%
Swap fixed
rate
%
Loan
principal
€’000
1.55
1.55
1.55
1.55
(0.399)
(0.399)
(0.300)
(0.396)
75,000
75,000
75,000
50,000
275,000
Facility B
In July 2021, the Group entered into a 7-year term debt arrangement with AXA. This fixed rate non-amortising term debt of
€200 million was utilised in three tranches on 30 September 2021 (€100 million) , 10 December 2021 (€50 million) and 17 December
2021 (€50 million) .
Provider
AXA
AXA
Maturity date
30 September 2028
30 September 2028
Loan
margin
%
Mid swap
rate
%
1.85
1.85
(0.141)
(0.045)
Loan
principal
€’000
150,000
50,000
200,000
GREENCOAT RENEWABLES ANNUAL REPORT 2023
Notes to the CoNsolidated FiNaNCial statemeNts
For the year ended 31 December 2023
65
14. Loans and borrowings (continued)
Facility C
In April 2022, the Group entered into a 5-year term debt arrangement with the existing term debt lenders, being, CBA, ING, NAB and
NatWest. Details of the Group’s term debt facilities under Facility C and associated interest rate swaps are set out in the below table:
Provider
CBA
NAB
ING
Natwest
Maturity date
01 April 2027
01 April 2027
01 April 2027
01 April 2027
Loan
margin
%
Swap fixed
rate
%
Loan
principal
€’000
1.45
1.45
1.45
1.45
2.062
2.057
2.059
2.077
75,000
75,000
75,000
50,000
275,000
Facility D
In March 2023, the Group entered into a 7-year term debt arrangement with AXA and NNIP. The term debt of €175 million was utilised
in two tranches on 29 March 2023 (€152.5 million and €22.5 million) . Details are set out in the below table:
Provider
NNIP
AXA
AXA
Maturity date
28 March 2030
28 March 2030
28 March 2030
Loan
margin
%
1.85
1.85
1.85
Base Rate
%
2.94
2.94
EURIBOR
Loan
principal
€’000
50,000
102,500
22,500
175,000
All borrowing ranks pari passu with a debenture over the assets of, Holdco 1 and Holdco 2 and a floating charge over Holdco 1 and
Holdco 2’s bank accounts.
These loans contain swaps that are contractually linked. Accordingly, they have been treated as single fixed rate loan agreements,
which effectively set interest payable at fixed rates.
15. Contingencies and Commitments
In July 2022, the Group entered into an acquisition agreement to acquire the 80.5MW South Meath Solar Farm from Statkraft. The
Group will acquire a 50% stake in the asset with the remaining 50% being acquired in partnership with a pension fund, investing
through a fund also managed by Schroders Greencoat LLP, the Group’s Investment Manager. The asset is currently under construction
in County Meath, Ireland, with commencement of commercial operations expected in Q2 2024.
In August 2023, the Group entered into an acquisition agreement to acquire the 50.0MW Andella wind farm in Valladolid, Spain. The
wind farm will be the Company’s third acquisition in the Spanish market, as it continues to deliver on its European expansion strategy.
The asset is currently under construction with commencement of commercial operations expected in Q2 2024.
Both transactions are structured under a forward sale model and will only complete once the wind farm is fully operational.
GREENCOAT RENEWABLES ANNUAL REPORT 2023STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
66 Notes to the CoNsolidated FiNaNCial statemeNts
For the year ended 31 December 2023 continued
16. Share capital – ordinary shares
At 31 December 2023, the Company had authorised share capital of 2,000,000,000 ordinary shares of €0.01 each.
Date
1 January 2023
28 June 2023
31 December 2023
Issued and fully paid
Number of
shares issued
Share
capital
€’000
Share
premium
€’000
Total
€’000
Opening balance
1,141,238,938
11,412
942,954
954,366
Reduction in Share Premium
–
–
(920,000)
(920,000)
1,141,238,938
11,412
22,954
34,366
On 28 June 2023, following court approval, the Company reduced the Share Premium account by €920 million with a corresponding
increase in Distributable reserves.
Date
1 January 2022
5 April 2022
5 April 2022
31 December 2022
Issued and fully paid
Number of
shares issued
Opening balance
889,887,587
Issued and paid
251,351,351
Less share issue costs
–
Share
capital
€’000
8,898
2,514
–
Share
premium
€’000
668,405
279,000
Total
€’000
677,303
281,514
(4,451)
(4,451)
1,141,238,938
11,412
942,954
954,366
Shareholders are entitled to all dividends paid by the Company and, on a winding up, provided the Company has satisfied all of its
liabilities, the shareholders are entitled to all of the residual assets of the Company.
17. Net assets per share
Group and Company
Net assets – €’000
Number of ordinary shares issued
Total net assets – cent per share
31 December
2023
31 December
2022
1,279,361
1,282,457
1,141,238,938
1,141,238,938
112.1
112.4
18. Reconciliation of operating profit for the year to net cash from operating activities
Group
Operating profit for the year
Adjustments for:
Movement in fair value of investments (Note 9)
Investment acquisition costs
Corporation Tax
(Increase) /Decrease in receivables (Note 11)
Increase in payables
Movement in non-operating payables
Net cash flows from operating activities
For the
year ended
31 December
2023
€’000
For the
year ended
31 December
2022
€’000
106,735
151,851
20,459
1,115
(869)
(690)
2,195
(1,585)
(56,071)
5,349
69
2,272
(1,629)
127,360
101,841
GREENCOAT RENEWABLES ANNUAL REPORT 2023
Notes to the CoNsolidated FiNaNCial statemeNts
For the year ended 31 December 2023
67
18. Reconciliation of operating profit for the year to net cash from operating activities (continued)
Company
Operating profit for the year
Adjustments for:
Movement in fair value of investments (Note 9)
(Increase) in receivables (Note 11)
(Decrease) /Increase in payables
Net cash flows (used in) operating activities
19. Financial risk management
For the
year ended
31 December
2023
€’000
For the
year ended
31 December
2022
€’000
69,487
136,572
(76,957)
(147,195)
(4,881)
(66)
(97)
1,048
(12,417)
(9,672)
The Investment Manager and the Administrator report to the Board on a quarterly basis and provide information to the Board which
allows it to monitor and manage financial risks relating to its operations. The Group’s activities expose it to a variety of financial
risks: market risk (including price risk, interest rate risk and foreign currency risk) , credit risk and liquidity risk.
The Group’s market risk is managed by the Investment Manager in accordance with the policies and procedures in place. The Group’s
overall market positions are monitored on a quarterly basis by the Board of Directors.
Price risk
Price risk is defined as the risk that the fair value of a financial instrument held by the Group will fluctuate. Investments are measured at
fair value through profit or loss and are valued on an unlevered, discounted cash flow basis. Therefore, the value of these investments
will be (amongst other risk factors) a function of the discounted value of their expected cash flows and, as such, will vary with
movements in interest rates and competition for such assets. Note 9 details sensitivity analysis on the impact of changes to the inputs
used on the fair value of the investments.
interest rate risk
The Group’s most significant exposure to interest rate risk is due to floating interest rates required to service external borrowings
through the RCF. An increase of 0.5% represents the Investment Manager’s assessment of a reasonably possible change in interest
rates. Should the EURIBOR rate increase by 0.5%, the annual interest due on the facility would increase by €1.6 million based on the
amount drawn of €330 million. The Investment Manager regularly monitors interest rates to ensure the Group has adequate provisions
in place in the event of significant fluctuations.
In accordance with the Company’s investment policy, it may enter into hedging transactions in relation to interest rates for the
purposes of efficient financial risk management. The Company will not enter into derivative transactions for speculative purposes.
The Directors consider the majority of shareholder loan investments to be similar in nature to equity investments. As noted below
some of these loans bear interest at a fixed rate and as a result they do not carry an interest rate risk. The Group’s interest and non-
interest-bearing assets and liabilities as at 31 December 2023 are summarised below:
2023
Group
Assets
Cash at bank
Other receivables (Note 11)
Investments (Note 9)
Liabilities
Other payables (Note 13)
Loans and borrowings (Note 14)
Interest bearing
Fixed rate
€’000
Floating
rate
€’000
Non-interest
bearing
€’000
Total
€’000
–
–
13,378
–
–
980
13,378
980
662,297
855,863
1,006,826
2,524,986
662,297
869,241
1,007,806
2,539,344
–
–
(10,359)
(10,359)
(902,500)
(352,500)
–
(1,255,000)
(902,500)
(352,500)
(10,359)
(1,265,359)
GREENCOAT RENEWABLES ANNUAL REPORT 2023STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
68 Notes to the CoNsolidated FiNaNCial statemeNts
For the year ended 31 December 2023 continued
19. Financial risk management (continued)
The Group’s interest and non-interest-bearing assets and liabilities as at 31 December 2022 are summarised below:
2022
Group
Assets
Cash at bank
Other receivables (Note 11)
Investments (Note 9)
Liabilities
Other payables (Note 13)
Loans and borrowings
Interest bearing
Fixed rate
€’000
Floating
rate
€’000
Non-interest
bearing
€’000
Total
€’000
–
–
26,841
–
–
290
26,841
290
541,812
683,164
884,594
2,109,570
541,812
710,005
884,884
2,136,701
–
–
(8,164)
(8,164)
(750,000)
(100,000)
–
(850,000)
(750,000)
(100,000)
(8,164)
(858,164)
The Company’s interest and non-interest-bearing assets and liabilities as at 31 December 2023 are summarised below:
2023
Company
Assets
Cash at bank
Other receivables (Note 11)
Investments (Note 9)
Liabilities
Other payables (Note 13)
2022
Company
Assets
Cash at bank
Other receivables (Note 11)
Investments (Note 9)
Liabilities
Other payables (Note 13)
Interest bearing
Fixed rate
€’000
Floating
rate
€’000
Non–interest
bearing
€’000
4,800
–
–
5,205
147,887
1,125,026
1,272,913
152,687
1,130,231
1,282,918
–
(3,557)
(3,557)
(3,557)
(3,557)
Interest bearing
Fixed rate
€’000
Floating
rate
€’000
Non–interest
bearing
€’000
Total
€’000
4,800
5,205
Total
€’000
7,283
324
7,283
–
–
324
162,000
1,116,474
1,278,474
169,283
1,116,798
1,286,081
–
(3,624)
(3,624)
(3,624)
(3,624)
–
–
–
–
–
–
–
–
The Company’s interest and non-interest-bearing assets and liabilities as at 31 December 2022 are summarised below:
Foreign currency risk
Foreign currency risk is defined as the risk that the fair values of future cash flows will fluctuate because of changes in foreign exchange
rates. The Group’s financial assets and liabilities are denominated in EUR and substantially all of its revenues and expenses are in EUR.
The Group is not considered to be materially exposed to foreign currency risk.
GREENCOAT RENEWABLES ANNUAL REPORT 2023
Notes to the CoNsolidated FiNaNCial statemeNts
For the year ended 31 December 2023
69
19. Financial risk management (continued)
Credit risk
Credit risk is the risk of loss due to the failure of a borrower or counterparty to fulfil its contractual obligations. The Group is exposed
to credit risk in respect of other receivables and cash at bank. The Group minimises its credit risk exposure by dealing with financial
institutions with investment grade credit ratings and making loan investments which are equity in nature.
The table below details the Group’s maximum exposure to credit risk:
Group
Other receivables (Note 11)
Cash at bank
Loan investments (Note 9)
The table below details the Company’s maximum exposure to credit risk:
Company
Other receivables (Note 11)
Cash at bank
Loan investments (Note 9)
The tables below shows the cash balances of the Group and credit rating for each counterparty:
Group
AIB
Group
AIB
The table below shows the cash balances of the Company and the credit rating for each counterparty:
Company
AIB
Company
AIB
31 December
2023
€’000
31 December
2022
€’000
980
13,378
290
26,841
1,544,464
1,266,417
1,558,822
1,293,548
31 December
2023
€’000
31 December
2022
€’000
5,205
4,800
324
7,283
470,828
566,346
480,833
573,953
Rating
BBB
31 December
2023
€’000
13,378
13,378
Rating
BBB+
31 December
2022
€’000
26,841
26,841
Rating
BBB
Rating
BBB+
31 December
2023
€’000
4,800
4,800
31 December
2022
€’000
7,283
7,283
GREENCOAT RENEWABLES ANNUAL REPORT 2023STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
70 Notes to the CoNsolidated FiNaNCial statemeNts
For the year ended 31 December 2023 continued
19. Financial risk management (continued)
Liquidity risk
Liquidity risk is the risk that the Group and the Company may not be able to meet a demand for cash or fund an obligation when due.
The Investment Manager and the Board continuously monitor forecast and actual cash flows from operating, financing and investing
activities to consider payment of dividends, repayment of the Company’s outstanding debt or further investing activities.
The Group intends to manage liquidity risk through a number of sources, including:
• existing cash reserves contained in the investee Companies;
• surplus cash generated by the underlying investments;
• the undrawn portion of the RCF;
• additional use of additional long term debt; and
• expected future equity raises.
The following tables detail the Group’s contractual maturities for its financial assets (excluding equity) and liabilities together with the
contractual undiscounted cash flow amounts as at 31 December 2023 and 31 December 2022:
Group – 31 December 2023
Assets
Other receivables (Note 11)
Cash at bank
Loan investments
Liabilities
Other payables (Note 13)
Loan and borrowings
Group – 31 December 2022
Assets
Other receivables (Note 11)
Cash at bank
Loan investments
Liabilities
Other payables (Note 13)
Loan and borrowings
Less than
1 year
€’000
1 – 5
years
€’000
5+
years
€’000
Total
€’000
980
13,378
1,544,464
(10,359)
–
–
–
–
–
–
–
–
980
13,378
1,544,464
(10,359)
(1,080,000)
(175,000)
(1,255,000)
1,548,463
(1,080,000)
(175,000)
293,463
Less than
1 year
€’000
1 – 5
years
€’000
5+
years
€’000
Total
€’000
290
26,841
1,266,417
(8,164)
–
–
–
–
–
–
–
–
290
26,841
1,266,417
(8,164)
(116,366)
(601,669)
(202,349)
(920,384)
1,169,018
(601,669)
(202,349)
365,000
The following tables detail the Company’s expected maturity for its financial assets (excluding equity) and liabilities together with the
contractual undiscounted cash flow amounts as at 31 December 2023 and 31 December 2022:
Company – 31 December 2023
Assets
Other receivables
Cash at bank
Loan investments
Liabilities
Other payables
Less than
1 year
€’000
1 – 5
years
€’000
5+
years
€’000
5,205
4,800
4,805
–
–
470,826
(3,557)
–
11,253
470,826
–
–
–
–
Total
€’000
5,205
4,800
475,631
(3,557)
482,079
GREENCOAT RENEWABLES ANNUAL REPORT 2023
Notes to the CoNsolidated FiNaNCial statemeNts
For the year ended 31 December 2023
71
19. Financial risk management (continued)
Company – 31 December 2022
Assets
Other receivables
Cash at bank
Loan investments
Liabilities
Other payables
Less than
1 year
€’000
1 – 5
years
€’000
5+
years
€’000
324
7,283
–
–
411,038
168,694
(3,624)
–
415,021
168,694
–
–
–
–
–
Total
€’000
324
7,283
579,732
(3,624)
583,715
The Group and Company will use cash flow generation, equity raisings, debt refinancing or disposal of assets to manage liabilities as
they fall due in the longer term.
Capital risk management
The Company considers its capital to comprise ordinary share capital, distributable reserves and retained earnings. The Company is
not subject to any externally imposed capital requirements.
The Group’s and the Company’s primary capital management objectives are to ensure the sustainability of its capital to support
continuing operations, meet its financial obligations and allow for growth opportunities. Generally, acquisitions are anticipated to be
funded by a combination of current cash, debt and equity.
20. Related party transactions
During the year, the Company:
• Advanced interest bearing loans to Holdco of €nil (2022: €nil) and Holdco made principal repayments of €63,628,261 to the
Company (2022: €30,289,305) .
• Advanced non-interest bearing loans to Tullahennel of €nil (2022: €3,480,153) , to Boston Holdings A/S of €nil (2022: €31,889,547) and
to Soliedra of €nil (2022: €281,564) .
• Received principal repayment from Boston Holdings A/S of €31,889,547 (2022: €nil) .
• Provided capital to Holdco 2 of €13,000,000 (2022: €205,200,000) .
• Received shareholder loan repayments from Knockacummer of €nil (2022: €6,850,400) and Killhills of €nil (2022: €7,501,217) .
During the year, the Company also paid remuneration to the Directors as disclosed in the Directors’ Remuneration Report on pages 29
to 30. The Directors’ interests in Company Shares as at 31 December 2023 are also disclosed on page 28 of the Directors’ Report. The
table below shows the number of Company shares acquired by the Directors:
Rónán Murphy
Marco Graziano
For the
year ending
31 December
2023
For the
year ending
31 December
2022
–
–
–
17,500
25,000
42,500
GREENCOAT RENEWABLES ANNUAL REPORT 2023STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
72 Notes to the CoNsolidated FiNaNCial statemeNts
For the year ended 31 December 2023 continued
20. Related party transactions (continued)
The Group’s dividend income from investee companies is shown below:
Cordal
Cloosh Valley
Ballybane
Gortahile
Beam
Knocknalour
Raheenleagh
Knockacummer
Kilhills
Glanaruddery
Carrickallen
Letteragh
An Cnoc
Garranereagh
Lisdowney
Ronaver
Ballincollig
Kostroma
Cloghan
Monaincha
GRW1 AH Limited
For the
year ended
31 December
2023
€’000
For the
year ended
31 December
2022
€’000
7,596
12,375
5,200
2,860
540
1,900
3,750
16,300
7,100
–
1,050
5,150
600
–
3,650
8,300
400
4,380
950
550
900
10,762
1,426
3,539
2,050
2,150
1,000
1,000
38,336
5,277
10,647
3,300
600
1,700
850
950
–
–
–
–
–
–
83,551
83,587
GREENCOAT RENEWABLES ANNUAL REPORT 2023
Notes to the CoNsolidated FiNaNCial statemeNts
For the year ended 31 December 2023
73
20. Related party transactions (continued)
The table below shows the Group’s shareholder loans with SPV’s:
Loans at
1 January
2023
€’millions(1)
Loans
advanced in
the year
€’millions
Loan
repayments
€’million
Loan at
31 December
2023
€’millions
Accrued
interest
at
31 December
2023
€’millions
Interest on
Shareholder
loan
€’millions
Total
€’millions
Knockacummer
Monaincha
Glanaruddery
Ballybane
Killala
Letteragh
Killhills
An Cnoc
Kostroma
Gortahile
Tullynamoyle II
Garranereagh
Carrickallen
Sommette
Lisdowney
Beam Hill Extension
Pasilly
Cloosh Valley
Sliabh Bawn
Knocknalour
Saint Martin
Cordal
Glencarbry
Erstrask South
GRP Sweden
Ballincollig Hill
Tullahennel
Soliedra
Arcy
Menonville
Genonville
Grande Piece
Taghart
Butendiek I
Kokkoneva
Cloghan
Torrubia
Borkum Riffgrund 1
Boston Holdings A/S
Erstrask North
Butendiek II
41.4
61.2
42.0
34.7
28.2
24.6
12.8
13.6
13.8
15.0
13.6
12.1
12.5
40.2
9.6
7.7
24.7
87.0
5.8
5.6
15.5
138.7
65.1
43.2
25.2
6.5
55.5
24.7
2.5
5.9
1.4
0.7
29.9
–
60.6
–
–
245.2
31.9
–
–
1,259
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
88.0
–
41.1
34.5
–
–
137.4
98.9
400
1 Excludes accrued interest as at 31 December 2023 of €7.7 million.
(5.8)
(3.4)
(2.0)
(1.5)
(1.6)
(0.8)
–
(1.5)
(0.2)
–
(0.5)
(0.6)
–
(3.4)
(0.2)
(0.1)
(2.9)
–
(2.5)
(0.2)
(0.9)
–
(8.5)
(5.7)
–
(0.7)
(4.2)
(3.4)
–
–
–
–
(2.5)
(8.8)
(3.1)
–
(0.7)
(33.3)
(31.9)
–
–
(131)
35.6
57.8
40.0
33.2
26.6
23.8
12.8
12.1
13.6
15.0
13.1
11.5
12.5
36.8
9.4
7.6
21.8
87.0
3.3
5.4
14.6
138.7
56.6
37.5
25.2
5.8
51.3
21.3
2.5
5.9
1.4
0.7
27.4
79.2
57.5
41.1
33.8
211.9
–
137.4
98.9
1,528
1.1
–
–
–
0.4
0.3
–
–
–
–
–
–
0.8
0.6
0.1
–
0.3
–
–
0.1
0.2
–
–
–
2.8
–
–
–
0.1
0.3
0.1
–
–
3.7
0.1
–
–
3.5
–
1.5
0.4
16
36.7
57.8
40.0
33.2
27.0
24.1
12.8
12.1
13.6
15.0
13.1
11.5
13.3
37.4
9.5
7.6
22.1
87.0
3.3
5.5
14.8
138.7
56.6
37.5
28.0
5.8
51.3
21.3
2.6
6.2
1.5
0.7
27.4
82.9
57.6
41.1
33.8
215.4
–
138.9
99.3
1,544
3.0
1.2
0.8
0.7
1.5
1.3
0.3
0.5
0.3
0.3
0.3
0.2
0.8
2.3
0.3
0.3
1.4
5.2
–
0.3
0.9
5.8
2.5
2.4
1.6
0.3
2.1
1.0
0.1
0.3
0.1
–
1.2
6.4
2.2
1.1
1.1
16.9
–
1.5
0.4
69
GREENCOAT RENEWABLES ANNUAL REPORT 2023STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
74 Notes to the CoNsolidated FiNaNCial statemeNts
For the year ended 31 December 2023 continued
21. Ultimate controlling party
In the opinion of the Directors, on the basis of the shareholdings advised to them, the Company has no ultimate controlling party.
22. Subsequent events
On 1 February 2024, the Group entered into a new 5-year non-amortising term debt arrangement (“Facility E”) , with a syndicate of
lenders including two existing lenders NAB and CBA and a new lender Rabobank. The aggregate term debt commitment under the
facility is €150 million with each lender committing €50 million. This loan has a floating rate with a 1.45% margin plus EURIBOR. Further,
an interest rate swap was entered into to fix the debt for the term of the agreement. The all in rate for the debt (including margin) is
fixed at 4.07%.
The loan was fully drawn on 15 February 2024 and the proceeds were used to prepay the Group’s RCF.
GREENCOAT RENEWABLES ANNUAL REPORT 2023 Company InformatIon
75
Registered Company Number
598470
Registered Office
Riverside One
Sir John Rogerson’s Quay
Dublin 2
Registered Auditor
BDO
Block 3, Miesian Plaza
50-58 Baggot Street Lower
Dublin 2
Legal Advisers
McCann FitzGerald LLP
Riverside One
Sir John Rogerson’s Quay
Dublin 2
Euronext Growth Listing Sponsor,
NOMAD and Broker
J&E Davy
Davy House
49 Dawson Street
Dublin 2
Joint Broker
RBC Capital Markets
100 Bishopsgate
London, EC2N 4AA
Account Banks
Allied Irish Banks plc
40/41 Westmoreland Street
Dublin 2
Directors (all non-Executive)
Rónán Murphy (Chairman)
Emer Gilvarry
Kevin McNamara
Marco Graziano
Eva Lindqvist
Investment Manager
Schroders Greencoat LLP
4th Floor, The Peak
5 Wilton Road
London SW1V 1AN
Company Secretary
Ocorian Administration (UK) Limited
Unit 18 Innovation Centre
Northern Ireland Science Park
Queens Road
Belfast BT3 9DT
Administrator
Northern Trust International Fund
Administration Services (Ireland) Limited
(for the period to 30 June 2023)
Georges Court
54-62 Townsend Street
Dublin 2
Administrator
Ocorian Fund Services (Ireland) Limited
(appointed from 1 July 2023)
1st Floor
1 Windmill Lane
Dublin 2 D0 2F206
Ireland
Depositary
Northern Trust Fiduciary Services (Ireland)
Limited (for the period to 30 June 2023)
Georges Court
54-62 Townsend Street
Dublin 2
Depositary
Ocorian Depositary Services (Ireland) Limited
(appointed from 1 July 2023)
1st Floor
1 Windmill Lane
Dublin 2 D0 2F206
Ireland
Registrar
Computershare Investor Services
(Ireland) Limited
Heron House, Corrig Road
Sandyford Industrial Estate
Dublin 18
GREENCOAT RENEWABLES ANNUAL REPORT 2023STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
76 Supplementary InformatIon (unaudIted)
Disclosure required under the Alternative Investment Fund Managers Directive (“AIFMD”) for annual
reports of alternative investment funds (“AIFs”)
Alternative Investment Fund Manager’s Directive
Under the Alternative Investment Fund Manager Regulations 2013 (as amended) the Company is an Irish AIF and the Investment
Manager is a full scope UK AIFM.
Ocorian Depositary Services (Ireland) Limited provide depositary services under the AIFMD. Ocorian Fund Services (Ireland) Limited
provide accounting and administration services to the Company.
The AIFMD outlines the required information which has to be made available to investors prior to investing in an AIF and directs that
material changes to this information be disclosed in the Annual Report of the AIF. There were no material changes in the year.
All information required to be disclosed under the AIFMD is either disclosed in this Annual Report or within a schedule of disclosures
on the Company’s website at www.greencoat-renewables.com
The information in this paragraph relates to the Investment Manager, the AIFM and its subsidiary company providing services to the
AIFM and it does not relate to the Company.
The total amount of remuneration paid by the Investment Manager, in its capacity as AIFM, to its 118 staff for the financial year ending
31 December 2023 was £29.3 million, consisting of £19.0 million fixed and £10.3 million variable remuneration. The aggregate amount
of remuneration for the 14 staff members of the Investment Manager constituting senior management and those staff whose actions
have a material impact on the risk profile of the Company was £5.3 million.
The Investment Manager covers the potential professional liability risks resulting from its activities by holding professional indemnity
insurance in accordance with Article 9(7)(b) of AIFMD.
GREENCOAT RENEWABLES ANNUAL REPORT 2023
Annex v Disclosure
77
EUROPEAN
COMMISSION
Brussels, 6.4.2022
C(2022) 1931 final
ANNEX 5
ANNEX
to the
Commission Delegated Regulation (EU) .../....
supplementing Regulation (EU) 2019/2088 of the European Parliament and of the
Council with regard to regulatory technical standards specifying the details of the
content and presentation of the information in relation to the principle of ‘do no
significant harm’, specifying the content, methodologies and presentation of information
in relation to sustainability indicators and adverse sustainability impacts, and the
content and presentation of the information in relation to the promotion of
environmental or social characteristics and sustainable investment objectives in
pre-contractual documents, on websites and in periodic reports
EN
EN
GREENCOAT RENEWABLES ANNUAL REPORT 2023STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS 78 Annex v Disclosure
continued
ANNEX V
Template periodic disclosure for the financial products referred to in
Article 9, paragraphs 1 to 4a, of Regulation (EU) 2019/2088 and Article 5,
first paragraph, of Regulation (EU) 2020/852
Product name:
Greencoat Renewables PLC (the “Company”)
Legal entity identifier: 635400TVSIFFQOB8RB67
Sustainable investment objective
Did this financial product have a sustainable investment objective? [tick and fill in
as relevant, the percentage figure represents the minimum commitment to sustainable
investments]
•• YES
5
5
•• NO
It made sustainable investments with
an environmental objective: 98%
5
in economic activities that qualify
as environmentally sustainable
under the EU Taxonomy
in economic activities that do
not qualify as environmentally
sustainable under the EU
Taxonomy
It promoted Environmental/Social
(E/S) characteristics and while it did
not have as its objective a sustainable
investment, it had a proportion of
___% of sustainable investments
with an environmental objective
in economic activities that qualify
as environmentally sustainable
under the EU Taxonomy
with an environmental objective
in economic activities that do
not qualify as environmentally
sustainable under the EU Taxonomy
with a social objective
It made sustainable investments
with a social objective: ___%
It promoted E/S characteristics,
but did not make any sustainable
investments
To what extent was the sustainable investment objective of this financial product
met?
The Company invests in euro denominated operational renewable electricity generation
assets in Relevant Countries within the Eurozone. The Company’s aim is to provide investors
with an annual dividend per Ordinary Share that increases progressively while growing the
capital value of its investment portfolio over the long term, through re-investment of excess
cash flows and the prudent use of leverage.
The Company has sustainable investment as its objective within the meaning of Article 9
SFDR. More specifically, the Company is intended to contribute to the environmental
objective of climate change mitigation on the basis of the activities of the assets targeted
by the Company, which are renewable power generation assets that help to facilitate the
transition to a low-carbon economy.
The Company does not have a carbon reduction objective and has not designated a reference
benchmark for the purpose of attaining the sustainable investment objective.
GREENCOAT RENEWABLES ANNUAL REPORT 2023 Annex v Disclosure
79
As of the 31st December 2023, the Company’s portfolio consists of interests in 39
operating assets located in Ireland, France, Germany, Spain, Sweden & Finland, along
with a 11MW co-located battery storage project, with an aggregate net installed
capacity of 1,495.9MW. Installed capacity reflects majority wind power generation
assets however the Company also invested in its first solar power generation asset
during the year. The Company also purchased 3 assets under construction in 2023,
totalling 86MW of installed capacity.
These sustainable investments contribute to the Company’s sustainable investment
objective as the electricity generated from wind and solar farms can be used in
place of non-renewable energy sources, thereby helping to stabilise greenhouse gas
concentrations in the atmosphere and contributing to climate change mitigation.
These investments are considered environmentally sustainable in accordance with
the Technical Screening Criteria of the EU Taxonomy relating to the environmental
objective of climate change mitigation (activities 4.1 and 4.3).
• How did the sustainability indicators perform?
The sustainability indicators used to measure attainment of the sustainable investment
objective of the Company performed as follows in the reporting period:
• Renewable energy generated:
• GHG emissions avoided[1]:
• Equivalent number of homes powered[2]:
3,158 GWh
1.3m tCO2e
752,756 homes
Notes:
(1) Based on the marginal generation displaced in each jurisdiction. Gas generation
for Ireland and Spain at 385 gCO2/kWh, nuclear generation for France and
Sweden at 0 gCO2/kWh, biomass generation for Finland at 0 gCO2/kWh and coal
generation for Germany at 935 gCO2/kWh. This approach is the preferred option
under PCAF guidance (“Operating margin”) for measuring carbon avoided and
replaces the methodology applied in 2022 that applied average grid intensity per
region.
(2) The number of homes powered is based on the average annual household energy
consumption, using the latest reported figures, and reflects the portfolio’s annual
electricity generation as at the relevant reporting date for each region.
• …and compared to previous periods?
Sustainability Indicator
Renewable energy generated (GWh)
Greenhouse gas emissions avoided (tCO2)
Equivalent number of homes powered
2023
3,158
1.3m
2022
2,487
0.9m
752,756
538,958
The Company continues to follow its investment strategy and invest in operating
renewable energy generation assets. Renewable energy generated by the Company’s
solar and wind farms increased by 29% in the period following the completion of the
construction of 3 assets and the acquisition of 1 new operational asset.
Homes powered increased by more than renewable generation during the period. This
reflected greater renewable energy production in Germany by the Company which has
a low average household energy consumption.
GHG emissions avoided increased by 51% compared to 2022 (restated figure for
2022: 869,600tCO2e) reflecting increase operating renewable generation capacity and
completion of construction assets.
GREENCOAT RENEWABLES ANNUAL REPORT 2023STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
80 Annex v Disclosure
continued
The restated figure reflects a change in methodology. In 2022, the methodology
assumed the renewable generation replaced the average grid carbon intensity for
each region. In 2023, the methodology assumes the renewable generation replaces
the marginal generator in each region, i.e. the asset that would be used in place of the
renewable energy generation asset the majority of the time.
The Investment Manager chose to update the methodology for consistency with the
approach taken by the Investment Manager across all investments and as the preferred
option under the Partnership for Carbon Accounting Financials (PCAF) guidance for
Financed Emissions.
The updated methodology leads to a material increase in reported GHG emissions
avoided because this methodology assumes that the German assets replaced coal
power generation, with a carbon intensity of 0.935tCO2/MWh.
• How did the sustainable investments not cause significant harm to any sustainable
investment objective?
The Investment Manager has sought to ensure that the Company’s sustainable
investments cause no significant harm to any sustainable investment objective by
only investing in renewable energy infrastructure assets and by actively engaging and
managing sustainability risks and opportunities for the Company and its investments
prior to investment and on an ongoing basis once an investment has been made.
Prior to each investment, the Investment Manager’s Investment Committee responsible
for the Company considered the Company’s investment policy, investment restrictions
and the Company’s ESG Policy (a copy of which can be found here) (the “GRP ESG
Policy”), as well as the sustainability risks and opportunities identified during due
diligence (including by means of an ESG checklist).
Each investment made is held through special purpose vehicles (“SPVs”) and the
Investment Manager has appointed directors to each of the boards of those SPVs to
oversee all major strategic and operational decisions.
Sustainability risks and opportunities have been fully embedded into the risk management
framework at both a Company and asset SPV level. A risk register has been set up for
each new SPV which includes sustainability risks and assesses risks (in respect of the
likelihood of its occurrence and the impact of its occurrence) on a numerical scale.
Ongoing sustainability risks for the portfolio were monitored, managed and reported
on by the Investment Manager to the Company’s board of directors which has overall
responsibility for the activities of the Company and its investments. Material risks relating
to sustainability were escalated on a quarterly basis to the Investment Manager’s Risk
Management Committee.
Across the portfolio, there were no reportable incidents, per regulatory obligations,
during 2023.
Specifically with regards to health and safety, there were 8 workdays lost due to 1 lost-
time incident in the reporting period. During a routine inspection, a technician sustained
minor injuries to their lower leg and subsequently took 8 days of sick leave for recovery.
The incident was attributed to excess grease on the turbine, which was identified as the
root cause. In response, technicians have been duly notified and instructed to thoroughly
clean up after routine inspections to prevent similar occurrences in the future.
The Investment Manager continues its focus on managing health and safety risks
including regular training for asset managers and O&Ms to promote a culture of sharing
GREENCOAT RENEWABLES ANNUAL REPORT 2023 Annex v Disclosure
81
best practice to managing risks and of reporting to improve awareness and openness
on the management of health and safety at sites. The Manager will continue to monitor
health and safety performance of all sites closely, in line with its ESG Policy commitments.
In addition, the Company complied with the principles of good governance contained
in the AIC Code, which ensures the Company is in accordance with the requirements of
the UK Corporate Governance Code and provides a framework of best practice for listed
investment companies.
• How were the indicators for adverse impacts on sustainability factors taken into
account?
The Investment Manager considers the principal adverse impacts (“PAIs”) of its
investment decisions relating to the Company on sustainability factors and this informs
its approach to long-term investment stewardship and stakeholder engagement.
As the Company predominantly targets investments in operating European wind farms,
the PAIs that are most relevant to the Company include (but are not limited to):
• Greenhouse gas emissions (Table 1 RTS: PAIs 1-6); and
• Number of days lost to injuries, accidents, fatalities or illness (Table 3 RTS: PAI 3)
The Investment Manager sought to mitigate the impact of the PAIs and other indicators
considered in relation to the Company firstly by implementing the GRP ESG Policy, which
has been developed in line with the Investment Manager’s ESG Policy (a copy of which
can be found on the Investment Manager’s website). This sets guidance and principles
for integrating sustainability across the Company’s business and looks to establish best
practice in climate related risk management, reporting and transparency. It outlines areas
of focus for wind power generation assets including environment, workplace standards,
health and safety practices, governance (including compliance with applicable laws and
regulations) and local community engagements. It also includes a list of key performance
indicators that are monitored and reported on (as appropriate). Sustainability factors were
considered prior to investment as part of early-stage screening, detailed due diligence
and the Investment Committee’s decision-making, and are managed post-acquisition in
accordance with the Investment Manager’s wider asset management practices.
A statement on principal adverse impacts on sustainability factors (the “PAI Statement”),
including the list of PAI indicators and associated metrics considered in relation to the
Company, can be found in Company’s Annual Report.
The Investment Manager considers the impacts reported within the PAI Statement
do not constitute significant harm to any sustainable investment objective, as further
described in the PAI Statement.
• Were sustainable investments aligned with the OECD Guidelines for Multinational
Enterprises and the UN Guiding Principles on Business and Human Rights?
Details:
Yes – the Investment Manager considers that the Company’s sustainable investments
were aligned with the OECD Guidelines for Multinational Enterprises and the UN
Guiding Principles on Business and Human Rights (the “Minimum Safeguards”).
During 2023, the Investment Manager conducted initial due diligence (for new
investments) and ongoing monitoring (for existing investments) of the SPVs in which
the underlying renewable energy assets are held to ensure their alignment with the
Minimum Safeguards.
GREENCOAT RENEWABLES ANNUAL REPORT 2023STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS 82 Annex v Disclosure
continued
Further, the Investment Manager ensured that the new key service providers involved in
the operations and management of the SPVs acquired in 2023 comply with all applicable
laws, rules, regulations and overarching principles in the countries where they operate.
This covers anti-bribery and corruption, financial crime, data protection and employment
and health and safety laws (including those relating to human rights, human trafficking,
modern slavery, and public safety). This was achieved where possible through the
application of the Investment Manager’s ‘Code of Conduct’ Side Letter or otherwise
provided for in the key service provider contracts, and monitoring by the Investment
Manager’s risk function.
There has been no material change to any existing service providers, or any reports by
the SPVs of any misalignment to the Minimum Safeguards.
How did this financial product consider principal adverse impacts on sustainability
factors?
See the response to the question above “How were the indicators for adverse impacts on
sustainability factors taken into account.”
What were the top investments of this financial product?
Largest investments
Sector
% Assets (NAV)
Borkum
Butendiek
Cloosh
Cordal
Knockacummer
Erstrask North
Wind
Wind
Wind
Wind
Wind
Wind
12.2%
10.8%
8.3%
7.3%
6.9%
5.0%
Country
Germany
Germany
Ireland
Ireland
Ireland
Sweden
What was the proportion of sustainability-related investments?
• What was the asset allocation?
#1 Sustainable
98%
Environmental
100%
Taxonomy-
aligned (100%)
Investments
#2 Not
sustainable 2%
#1 Sustainable
covers sustainable
investments with
environmental or
social objectives.
#2 Not sustainable
includes investments
which do not qualify
as sustainable
investments.
• In which economic sectors were the investments made?
All investments of the Company are in the economic sector “electricity generation from
wind power” (activity 4.3 of the Climate Change Mitigation Technical Screening Criteria)
or “electricity generation using solar photovoltaic technology” (activity 4.1 of the Climate
Change Mitigation Technical Screening Criteria).
GREENCOAT RENEWABLES ANNUAL REPORT 2023
Annex v Disclosure
83
To what extent were sustainable investments with an environmental
objective aligned with the EU Taxonomy?
• Did the financial product invest in fossil gas and/or nuclear energy related
activities complying with the EU Taxonomy1?
YES
5 NO
In fossil gas
In nuclear energy
The graphs below show in green the percentage of investments that were
aligned with the EU Taxonomy. As there is no appropriate methodology to
determine the taxonomy-alignment of sovereign bonds*, the first graph shows
the Taxonomy alignment in relation to all the investments of the financial
product including sovereign bonds, while the second graph shows the
Taxonomy alignment only in relation to the investments of the financial product
other than sovereign bonds.
1. Taxonomy-alignment of investments
including sovereign bonds*
2. Taxonomy-alignment of investments
excluding sovereign bonds*
Turnover
CapEx
OpEx
100%
100%
100%
Turnover
CapEx
OpEx
100%
100%
100%
0% 20% 40%
60%
80%
100%
0% 20% 40%
60%
80%
100%
Taxonomy aligned investments
Other investments
Taxonomy aligned investments
Other investments
* For the purpose of these graphs, ‘sovereign bonds’ consist of all sovereign exposures
• What was the share of investments made in transitional and enabling activities?
All activities of the Company are low-carbon activities so the share of investments in
transitional and enabling activities is zero.
• How did the percentage of investments aligned with the EU Taxonomy compare
with previous reference periods?
The percentage of aligned investments remains at 100% for all metrics in the current
period. This did not change from the previous period.
What was the share of sustainable investments with an environmental objective
that were not aligned with the EU Taxonomy?
There was no share of sustainable investments with an environmental objective that were not
aligned with the EU Taxonomy. 100% of the Company sustainable investments are in either
wind generation assets which are considered aligned with the EU Taxonomy in accordance
with the relevant Technical Screening Criteria for climate change mitigation (activity 4.3) or
solar generation assets (activity 4.1 of the Climate Change Mitigation Technical Screening
Criteria).
GREENCOAT RENEWABLES ANNUAL REPORT 2023STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS 84 Annex v Disclosure
continued
As at 31 December 2023, 100% of the Company’s sustainable investments (expressed as a %
of the Net Asset Value) were in sustainable investments with an environmental objective that
were aligned with the EU Taxonomy, in accordance with the relevant Technical Screening
Criteria for climate change mitigation.
What was the share of socially sustainable investments?
0% of the Company’s investments are socially sustainable investments. The Company does
not target sustainable investments with a social objective.
What investments were included under “not sustainable”, what was their
purpose and were there any minimum environmental or social safeguards?
The investments included under “#2 Not sustainable” comprise a cash reserve (to the extent
not generated from sustainable investments) and hedging arrangements for the purposes of
efficient portfolio management.
In 2023, “not sustainable” assets were 2% of the Company’s net asset value. Given the
purpose of these investments, there were no minimum environmental and social safeguards
applied to such investments.
What actions have been taken to attain the sustainable investment objective during
the reference period?
The Investment Manager sought to attain the Company’s sustainable investment objective
by implementing the binding elements described in the Company’s pre-contractual
disclosures (Annex 3 RTS) on a continuous basis, and by integrating sustainability risks in its
investment decision-making as described above: “How did the sustainable investments not
cause significant harm to any sustainable investment objective?”.
The Company continues to invest in further operating wind and solar assets and in
construction projects to increase its renewable energy generation capacity. Total operating
capacity increased by 332 MW in 2023, a 29% increase from the previous reporting period.
In 2023, the Investment Manager continued to enhance its processes to measure and
monitor the application of the binding elements. For example, the Schroders Greencoat
ESG Policy, based upon which the Company’s ESG Policy has been developed, was updated
in Q4 2023 to incorporate the Schroders Greencoat’s approach to good governance and
minimum safeguards.
Further, the Investment Manager continued to engage with stakeholders relevant to the
Company’s portfolio to ensure its renewable investments positively impact the communities
in which they operate. Sustainability-related risks and challenges were regularly discussed
within the Investment Manager’s asset management teams which were also reported to
and discussed with the Board through regular meetings and specific risk register review
discussions. Key sustainability factors such as those relating to health and safety, compliance
with environmental standards and stakeholder relations were regularly discussed and
documented.
The Investment Manager commissioned the auditing of four key service providers during
the year, following two that were carried out in the previous reporting period. The aim
was to support its assessment of key service providers’ policies and processes in relation
to legislation, best practice, employment, and labour/human rights related risks. The audit
covered, for example, recruitment processes, welfare provision and freedom of association.
GREENCOAT RENEWABLES ANNUAL REPORT 2023 Annex v Disclosure
85
The results, which showed that all key service providers were substantially in compliance
with best practice, were reviewed by the Investment Manager and the results were shared
with the service providers. The Investment Manager on behalf of the Company will engage
with the key service providers to encourage remediation in the coming reporting period
unless the non-compliance is considered not relevant. All learnings from the audits will be
incorporated into the latest Modern Slavery Statement and the future auditing strategy.
For more information on the application of good governance and active ownership of the
investments, please refer to the Company’s ESG Report’s which can be found at the following
link: Report and Publications – Greencoat Renewables (greencoat-renewables.com)
How did this financial product perform compared to the reference sustainable
benchmark?
Not applicable (N/a) as the Company does not have a carbon reduction objective and is not
managed against a reference benchmark.
• How did the reference benchmark differ from a broad market index?
N/a
• How did this financial product perform with regard to the sustainability indicators
to determine the alignment of the reference benchmark with the sustainable
investment objective?
N/a
• How did this financial product perform compared with the reference benchmark?
N/a
• How did this financial product perform compared with the broad market index?
N/a
GREENCOAT RENEWABLES ANNUAL REPORT 2023STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS 86 PrinciPal adverse imPact statement
STATEMENT ON PRINCIPAL ADVERSE IMPACTS OF INVESTMENT DECISIONS ON SUSTAINABILITY
FACTORS
FINANCIAL PRODUCT: Greencoat Renewables PLC (LEI: 635400TVSIFFQOB8RB67) (the “Company”), managed by Schroders
Greencoat LLP (the “Investment Manager”)
1. Summary
The Investment Manager considers principal adverse impacts of its investment decisions on sustainability factors in relation to the
Company. The present statement is the consolidated statement on principal adverse impacts on sustainability factors of the Company.
This statement on principal adverse impacts on sustainability factors of the Company covers the reference period from 1st January to
31st December 2023.
The adverse sustainability indicators applicable to investee companies considered by the Investment Manager are summarised in
the table below (including the relevant table and number associated with the adverse sustainability indicators listed in Annex I of the
RTS1).
Theme
Adverse Sustainability Indicator
RTS Annex I
Table
RTS Annex I
Number
GHG emissions
Carbon footprint
GHG intensity of investee companies
Climate and other
environment-related
indicators
Exposure to companies active in the fossil fuel sector
Share of non-renewable energy consumption and production
Energy consumption intensity per high impact climate sector
Emissions to water
Hazardous waste and radioactive waste ratio
Natural species and protected areas
Violations of UN Global Compact principles and Organisation for Economic
Cooperation and Development (OECD) Guidelines for Multinational
Enterprises
Lack of processes and compliance mechanisms to monitor compliance with
UN Global Compact principles and OECD Guidelines for Multinational
Enterprises
Exposure to controversial weapons (anti-personnel mines, cluster munitions,
chemical weapons and biological weapons)
Number of days lost to injuries, accidents, fatalities or illness
Lack of a supplier code of conduct
Lack of anti-corruption and anti-bribery policies
Social and employee,
respect for human rights,
anti-corruption and anti-
bribery matters
1
1
1
1
1
1
1
1
2
1
1
1
3
3
3
1
2
3
4
5
6
8
9
14
10
11
14
3
4
15
1
The Regulatory Technical Standards accompanying the EU Sustainable Finance Disclosure Regulation.
GREENCOAT RENEWABLES ANNUAL REPORT 2023
PrinciPal adverse imPact statement
87
DESCRIPTION OF THE PRINCIPAL ADVERSE IMPACTS ON SUSTAINABILITY FACTORS
Adverse sustainability
indicator
Metric
Impact 2023
Impact 2022
Explanation
Greenhouse gas
emissions
1. GHG emissions Scope 1 GHG emissions 273 tonnes of CO2e
60 tonnes of CO2e
Scope 2 GHG emissions 429 tonnes of CO2e
(market based),
472 tonnes of CO2e
(market based),
941 tonnes of CO2e
(location based)
938 tonnes of CO2e
(location based)
Scope 3 GHG emissions 238,760 tonnes of CO2e 214,261 tonnes of
CO2e
Total GHG emissions
239,462 tonnes of CO2e
(market based)
214,793 tonnes of
CO2e (market based)
2. Carbon footprint Carbon footprint
239,974 tonnes of CO2e
(location based)
97.2 tonnes of CO2e/
€m invested
3. GHG intensity
of investee
companies
GHG intensity of
investee companies
8,148 tonnes of CO2e/
€m net revenue
215,259 tonnes of
CO2e (location
based)
105.4 tonnes of
CO2e/€m invested
(restated)
3,054 tonnes of
CO2e/ €m net
revenue (restated)
Carbon footprint indicators
are measured in line with
the industry standard GHG
Protocol based on an equity
control approach, meaning
emissions from the Company’s
operations are weighted
according to the Company or
its SPVs’ ownership interest.
Scope emissions calculations
are verified by third party
consultants.
Scope 3 emissions are the
result of activities from assets
not owned or controlled by
the Group, but that the Group
indirectly impacts in its value
chain. Scope 3 emissions
include all sources not within
the Company’s Scope 1 and
2 boundary and include,
inter alia, emissions arising
from the construction of
each renewable energy asset
acquired in 2023, including
those emissions associated
with the manufacturing and
transport of all equipment and
material, before the asset was
commissioned as well as the
expected spare part provision
throughout its lifetime.
Actions taken, and
actions planned
and targets set for
the next reference
period
Scope 1, 2 and 3 emissions
increased year on year
except for market-based
scope 2 which decreased.
This was mostly driven by
an increase in operating
capacity managed by the
Company.
The Manager updated the
GHG intensity metric in
2023 to align with the SFDR
methodology. The fund
level year on year increase in
GHG intensity was primarily
driven by the acquisition
of new assets late in 2023
with low reported revenues
for the year (because the
assets were bought late in
2023) but significant scope
3 emissions (resulting from
the emissions accounting
methodology discussed in
the Explanation column).
The metrics for these
assets materially increased
the overall fund GHG
Intensity given the weighted
methodology underlying this
SFDR metric. The Manager
reports this metric in line
with the SFDR methodology
but does not believe it is
the most appropriate metric
with which to understand
the carbon performance of
the asset class.
In 2023, The Company
reviewed the feasibility
of installing Electric
Vehicle (EV) chargers on a
selection of its wind farms
to encourage EV travel to
and from site. The Company
has committed to install EV
chargers in strategic assets
in 2024 to encourage service
providers to transition their
fleet.
In our pursuit of acquiring
assets across Europe, it
is important to note that
we have inherited existing
electricity contracts that are
not entirely sourced from
renewable energy. As a
result, it will require some
time for us to transition and
reduce our consumption
share from non-renewable
sources. In 2024, the
Company will make further
progress to move imported
electricity to renewables,
when tariffs are up for
renewal.
GREENCOAT RENEWABLES ANNUAL REPORT 2023STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
88 PrinciPal adverse imPact statement
continued
Adverse sustainability
indicator
Metric
Impact 2023
Impact 2022
Explanation
The Company does not have
any exposure to the fossil fuel
sector and will only invest in
renewable energy generation
assets, also in accordance with
the Investment Manager’s
investment exclusions list.
The Company’s renewable
energy generation assets
generate green electricity that
avoids the carbon emissions
and air pollution that
would have otherwise been
generated using fossil fuels.
These assets consume some
electricity in the generation of
green electricity, the majority
of which is provided from
renewable sources.
4. Exposure to
companies
active in the
fossil fuel sector
Share of investments in
companies active in the
fossil fuel sector
0%
0%
5. Share of non-
renewable
energy
consumption
and production
6. Energy
consumption
intensity per
high impact
climate sector
Water
8. Emissions to
water
Waste
9. Hazardous waste
and radioactive
waste ratio
Share of non-renewable
energy consumption
and non-renewable
energy production of
investee companies
from non-renewable
energy sources
compared to
renewable energy
sources, expressed as
a percentage of total
energy sources
Energy consumption in
GWh per million EUR
of revenue of investee
companies, per high
impact climate sector
Tonnes of emissions
to water generated by
investee companies
per million EUR
invested, expressed as a
weighted average
Tonnes of hazardous
waste and radioactive
waste generated by
investee companies
per million EUR
invested, expressed as a
weighted average
Production share:
Production share:
0 % non-renewable.
0% non-renewable.
Consumption share:
16% non-renewable
Consumption share:
19% non-renewable.
N/A
N/A
N/A
N/A
N/A
N/A
N/A
Actions taken, and
actions planned
and targets set for
the next reference
period
In 2023, Erstrask North and
Tullahennel accounted
for approximately 44%
of our total consumption
derived from non-renewable
energy sources. However,
we are pleased to share
that Erstrask North and
Tullahennel has made a
commitment to transition
to renewable energy in
2024. This demonstrates
our dedication to increasing
our usage of renewable
energy and aligning with our
sustainability goals.
The Company updated
its ESG Policy in 2023 to
include a specific set of
exclusion criteria.
The Investment Manager
continues to screen all
investments against this
exclusion list as part of initial
investment screening.
With regards to non-
renewable energy
consumption, see the
comment in relation to PAIS
1-3 above
PAI 6 is considered not
relevant for the portfolio
as the investment assets in
high impact climate sectors.
PAI 8 is considered not
relevant for the portfolio
as the investments do not
produce emissions to water.
PAI 9 is considered not
relevant for the portfolio
as the investments do not
produce hazardous waste.
GREENCOAT RENEWABLES ANNUAL REPORT 2023 PrinciPal adverse imPact statement
89
Adverse sustainability
indicator
Metric
Impact 2023
Impact 2022
Explanation
Data not available
Data not available
Social and
employee matters
Share of investments
in investee companies
that have been involved
in violations of the
UNGC principles or
OECD Guidelines
for Multinational
Enterprises
10. Violations of UN
Global Compact
principles and
Organisation
for Economic
Cooperation and
Development
(OECD)
Guidelines for
Multinational
Enterprises
The Company predominantly
targets investments in
operating renewable energy
generation assets which will be
held through special purpose
vehicles (“SPVs”): standalone
legal entities which typically
do not have any employees
or management teams. The
SPVs will typically outsource all
operations and management
requirements to third parties,
through long-term contracts.
The Investment Manager
conducts initial due diligence
and provides ongoing
monitoring of SPVs to ensure
their alignment with the
Minimum Safeguards. Where
possible, the Investment
Manager imposed obligations
on the key service providers
involved in the operations
and management of the
SPVs to ensure their ongoing
compliance. In most instances,
this was achieved by the
Investment Manager’s ‘Code
of Conduct Side Letter’ (or an
equivalent standard) which
requires key service providers
to comply with all applicable
laws, rules, regulations and
overarching principles in the
countries where they operate
(which includes the Minimum
Safeguards). This covers
anti-bribery and corruption,
financial crime, data protection
and employment and health
and safety laws (including
those relating to human rights,
human trafficking, modern
slavery, and public safety).
Share of investments
in investee companies
without policies to
monitor compliance
with the UNGC
principles or
OECD Guidelines
for Multinational
Enterprises or grievance
/complaints handling
mechanisms to
address violations of
the UNGC principles
or OECD Guidelines
for Multinational
Enterprises
Share of investments
in investee companies
involved in the
manufacture or selling
of controversial
weapons
11. Lack of
processes and
compliance
mechanisms
to monitor
compliance
with UN Global
Compact
principles
and OECD
Guidelines for
Multinational
Enterprises
14. Exposure to
controversial
weapons
(anti-personnel
mines, cluster
munitions,
chemical
weapons and
biological
weapons)
Data not available
Data not available
0%
0%
Exposure to controversial
weapons is not permissible
within the investment strategy
of the Company and is
captured in the Investment
Managers’ investment
exclusions list.
Actions taken, and
actions planned
and targets set for
the next reference
period
In 2023, the Investment
Manager adopted the
Schroders’ Global Norms
Framework to support in the
identification of companies
and investments deemed in
breach of OECD and UNGC
principles and updated the
Schroder’s Greencoat ESG
Policy to reflect this.
The ultimate output of this
framework is the Global
Norms list which comprises
a list of companies that
have: been identified as
causing significant damage;
not sufficiently addressed
the issue in question
through transparent
communication and action;
and not provided sufficient
remedy for affected
stakeholders. This list is
then applied as an exclusion
criteria for Article 9 funds to
ensure that investments in
scope adhere to the ‘Do No
Significant Harm’ element
of SFDR.
In addition to the Global
Norms process noted above,
the Investment Manager
is working to develop a
standard methodology to
assess the alignment of the
key service providers with
the OECD Guidelines for
Multinational Enterprises
and the UN Guiding
Principles on Business
and Human Rights (the
“Minimum Safeguards”).
This started in 2023 and
the Investment Manager
expects the methodology
to be completed in 2024
and implementation of the
proposed process to be
rolled out.
The Investment Manager
is currently enchancing its
processes to monitor service
provider’s adherence to
compliance with UNGC
principles and OECD
Guidelines through updates
to the Code of Conduct
side letter. The Investment
Manager commenced this
project in 2023, including
external legal guidance,
and will finalise the updated
Code of Conduct in 2024
before working to roll out
the updated version to all
key service providers to the
Company.
The Company updated
its ESG Policy in 2023 to
include a specific set of
exclusion criteria.
The Investment Manager
continues to screen all
investments against this
exclusion list as part of initial
investment screening .
GREENCOAT RENEWABLES ANNUAL REPORT 2023STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
90 PrinciPal adverse imPact statement
continued
Adverse sustainability
indicator
11. Lack of
processes and
compliance
mechanisms
to monitor
compliance
with UN Global
Compact
principles
and OECD
Guidelines for
Multinational
Enterprises
14. Exposure to
controversial
weapons
(anti-personnel
mines, cluster
munitions,
chemical
weapons and
biological
weapons)
14. Natural species
and protected
areas
Water, waste
and material
emissions
Metric
Impact 2023
Impact 2022
Explanation
Share of investments
in investee companies
without policies to
monitor compliance
with the UNGC
principles or
OECD Guidelines
for Multinational
Enterprises or grievance
/complaints handling
mechanisms to
address violations of
the UNGC principles
or OECD Guidelines
for Multinational
Enterprises
Share of investments
in investee companies
involved in the
manufacture or selling
of controversial
weapons
Share of investments
in investee companies
whose operations affect
threatened species
Share of investments
in investee companies
without a biodiversity
protection policy
covering operational
sites owned, leased,
managed in a protected
area or an area of
high biodiversity value
outside protected areas
Data not available
Data not available
0%
0%
N/A
N/A
Percentage of SPV
investments without
habitat management
plans, or any
environmental planning
requirements, in place:
0%
Percentage of
SPV investments
without habitat
management plans,
or any environmental
planning
requirements, in
place: 0%
Exposure to controversial
weapons is not permissible
within the investment strategy
of the Company and is
captured in the Investment
Managers’ investment
exclusions list.
All habitat management plans
are agreed for relevant sites to
ensure that the environment
in and surrounding each wind
farm is carefully protected.
We monitor a set of KPIs,
including habitat management
planning implementation
and environmental incidents,
to continuously improve
performance. They are
reported monthly, at a
minimum, directly to the
asset management team, the
Directors of the wind farm
companies, and the Board.
Actions taken, and
actions planned
and targets set for
the next reference
period
The Investment Manager
is currently enchancing its
processes to monitor service
provider’s adherence to
compliance with UNGC
principles and OECD
Guidelines through updates
to the Code of Conduct
side letter. The Investment
Manager commenced this
project in 2023, including
external legal guidance,
and will finalise the updated
Code of Conduct in 2024
before working to roll out
the updated version to all
key service providers to the
Company.
The Company updated
its ESG Policy in 2023 to
include a specific set of
exclusion criteria.
The Investment Manager
continues to screen all
investments against this
exclusion list as part of initial
investment screening.
The Investment Manager
continues to carry out
due diligence on new
investments relating
to environmental and
biodiversity-related risks
and is committed to
implementing any regulatory
obligations regarding
habitat and environmental
management.
The Company completed an
external environmental audit
using an expert consultant
in 2023. The audit of one
service provider and one
asset showed compliance
with regulations and industry
best practice.
The Investment Manager
will consider potential third
party providers for the
measurement of biodiversity
footprint and the creation
of a baseline for its assets in
2024. This is in preparation
for future potential
expectations relating to
incoming regulation and
the Taskforce on Nature
related Financial Disclosures
(TNFD).
GREENCOAT RENEWABLES ANNUAL REPORT 2023 PrinciPal adverse imPact statement
91
Adverse sustainability
indicator
Metric
Impact 2023
Impact 2022
Explanation
Social and
employee matters
3. Number of days
lost to injuries,
accidents,
fatalities or
illness
Number of workdays
lost to injuries,
accidents, fatalities
or illness of investee
companies expressed as
a weighted average
Number of reportable
workdays lost: : 8
Number of
reportable workdays
lost: 0
We monitor a set of KPIs
to improve our health and
safety management and
performance continuously in
line with industry standards.
They are reported monthly,
at a minimum, directly to the
asset management team, the
Directors of the wind farm
companies, and the Board.
Actions taken, and
actions planned
and targets set for
the next reference
period
The Investment Manager
has stringent health
and safety policies and
processes in place, which
include safety statements,
a Schroders Capital Health
and Safety Forum, incidents/
developing trends reports,
site visits, onboarding and
training, and audits by both
operating managers and
accredited professionals.
A member of the asset
management team is
nominated as a Director for
each wind farm company.
Asset Management teams
are responsible for the day-
to-day implementation and
monitoring of health and
safety audits and initiatives.
Our Board also reviews
health and safety matters
at each of its scheduled
meetings.
The Investment Manager
continued to apply the
policies and processes
referenced above in
2023 and will continue to
apply these in 2024, using
learnings from audits and
trend reports to continue to
enhance its approach.
GREENCOAT RENEWABLES ANNUAL REPORT 2023STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
92 PrinciPal adverse imPact statement
continued
Adverse sustainability
indicator
4. Lack of a
supplier code of
conduct
Metric
Impact 2023
Impact 2022
Explanation
Data not available
Data not available
Share of investments
in investee companies
without any supplier
code of conduct
(against unsafe working
conditions, precarious
work, child labour and
forced labour)
Upon acquisition, all wholly
owned SPV’s adopt the
policies of the Company
including the ESG Policy.
The ESG Policy seeks to
ensure SPV alignment to
ILO Fundamental Principles
and Rights at Work through
implementation of the
Investment Manager’s Supply
Chain Policy and due diligence
of key service providers.
Where possible, the
Investment Manager impose
obligations on the key service
providers involved in the
operations and management
of the SPVs to ensure their
ongoing compliance. In most
instances, this was achieved
by the Investment Manager’s
‘Code of Conduct Side Letter’
(or an equivalent standard)
which requires key service
providers to comply with
all applicable laws, rules,
regulations and overarching
principles in the countries
where they operate (which
includes the Minimum
Safeguards). This covers
anti-bribery and corruption,
financial crime, data protection
and employment and health
and safety laws (including
those relating to human rights,
human trafficking, modern
slavery, and public safety).
Anti-corruption
and anti-bribery
15. Lack of anti-
corruption and
anti-bribery
policies
Share of investments in
entities without policies
on anti-corruption and
anti-bribery consistent
with the United Nations
Convention against
Corruption
0%
0%
Upon acquisition, all wholly
owned SPV’s adopt the
policies of the Company
including anti-corruption and
anti-bribery. These policies
are regularly reviewed by legal
experts, and are updated
for new legislation and new
geographies.
Actions taken, and
actions planned
and targets set for
the next reference
period
The Investment Manager
is currently enhancing its
processes to monitor service
provider’s adherence to
compliance with UNGC
principles and OECD
Guidelines through updates
to the Code of Conduct
side letter. The Investment
Manager commenced this
project in 2023, including
external legal guidance,
and will finalise the updated
Code of Conduct in 2024
before working to roll out
the updated version to all
key service providers to the
Company.
In addition, the Investment
Manager commissioned
the auditing of four key
service providers during
the year, following two
that were carried out in the
previous reporting period.
The aim was to support its
assessment of key service
providers’ policies and
processes in relation to
legislation, best practice,
employment, and labour
and human rights related
risks. The results, which
showed that all key service
providers were substantially
in compliance with best
practice, were reviewed by
the Investment Manager
and the results were shared
with the service providers.
The Investment Manager on
behalf of the Company will
engage with the key service
providers to encourage
remediation in the coming
reporting period, unless
the non-compliance is
considered not relevant. All
learnings from the audits
will be incorporated into
the latest Modern Slavery
Statement and the future
auditing strategy.
GREENCOAT RENEWABLES ANNUAL REPORT 2023 PrinciPal adverse imPact statement
93
DESCRIPTION OF POLICIES TO IDENTIFY AND PRIORITISE PRINCIPAL ADVERSE IMPACTS ON
SUSTAINABILITY FACTORS
The Investment Manager seeks to mitigate the impact of principal adverse impacts (“PAIs”) and other indicators considered in
relation to the Company firstly by implementing the Company’s ESG Policy (a copy of which can be found here: ESG – Greencoat
Renewables (greencoat-renewables.com) (the “GRP ESG Policy”). The GRP ESG Policy, which has been developed in line with the
Investment Manager’s ESG Policy (a copy of which can be found on the Investment Manager’s website), sets guidance and principles
for integrating sustainability across the Company’s business and looks to establish best practice in climate related risk management,
reporting and transparency. It outlines areas of focus for renewable energy assets including environment, workplace standards, health
and safety practices, governance (including compliance with applicable laws and regulations) and local community engagements.
It also includes a list of key performance indicators that are monitored and reported on (as appropriate). Sustainability factors are
considered prior to investment as part of early-stage screening, detailed due diligence and the Investment Committee’s decision-
making, and managed post-acquisition in accordance with the Investment Manager’s wider asset management practices.
The GRP ESG Policy is reviewed at least annually by the Investment Manager’s ESG Committee and approved by the Board. It was last
updated in September 2023, and will be updated next in Q3 2024.
In implementing its approach to integrating sustainability and the consideration of PAIs on sustainability factors, the Investment
Manager does not rely on a dedicated team, but rather responsibilities are shared on a holistic basis:
• the investment and asset management team (as the first line of defence) who embed sustainability practices (including the
consideration of PAIs on sustainability factors) into their investment decision making and ongoing management of the assets;
• a dedicated ESG Committee focussed on developing the ESG Policy with support from the Sustainability Team;
• the Investment Committees; and
• valuation independent of portfolio management and the Investment Manager Risk Management Committee (as overseen by the
AIFM).
Sustainability related risks and challenges are regularly discussed within the Investment Manager’s asset management team, which are
also reported to and discussed with the Board through regular meetings and specific risk register review discussions. Key sustainability
factors such as those relating to health and safety, compliance with environmental standards and stakeholder relations are regularly
discussed and documented.
The boards of each SPV are responsible for ensuring sustainability factors are considered in the context of the operational
performance, business objectives and broader stakeholder relationships. During the holding period, representatives of the Investment
Manager will take one or more seats on the board of each SPV and will oversee all major strategic and operational decisions. Given
this structure, outside health and safety risks, the organizational (including governance) risks of the SPVs are limited. None of the SPVs
have employees or management teams and therefore any employee related social factors are focussed on the third-party service
providers.
The Investment Manager’s ESG Committee is responsible for (i) determining the ESG Policy and reviewing it regularly to ensure it
remains relevant to evolving conditions, (ii) developing and evolving sustainability integration practices for material sustainability
factors within the different businesses and assets, (iii) leveraging existing resources and research capabilities on sustainability related
topics for the benefit of the investment management team, and (iv) promoting education and awareness of sustainability trends and
developments and sharing best practice. The ESG Committee meets at least quarterly and is comprised of representatives of each
investment strategy.
The Investment Manager uses information provided directly from investee companies in relation to the PAIs. In order to ensure data
quality, the Investment Manager works with specialist external advisers, such as environmental consultants. These advisors review the
Investment Manager’s methodologies for identifying and prioritising PAIs and advise on industry best practices.
The data collected as described above is processed as follows:
• KPI data is sourced directly from SPVs and supplemented by specialist external advisers such as environmental consultants, as
required.
• O&M service providers used by the Company or its SPVs report to the Investment Manager, on a monthly basis, on a standard set of
KPIs and qualitative factors, such as health and safety, compliance with relevant laws and regulations, local community engagement
and habitat management, where relevant.
• Carbon footprint indicators are measured in line with the industry standard GHG Protocol based on an equity control approach,
meaning emissions from the Company’s operations are weighted according to the Company or its SPV’s ownership interest. Scope
emissions calculations will be verified by third party consultants.
In some instances, the Company may need to use estimates or proxy data. Where estimated data is used it will typically represent the
minority of data used and will be based upon reasonable assumptions and appropriate comparators. The Investment Manager will act
reasonably in using estimated or proxy data. As the use of such data will vary on a case-by case basis, it is not possible to provide a
proportion of estimated data.
Engagement policies
The Company is committed to engaging with all stakeholders relevant to its portfolio to ensure its renewable investments positively
impact the communities in which they operate. The Board recognises that engagement is critical to long term sustainable investment.
It seeks to build strong, long-term relationships with high-quality, experienced counterparties to give consistency of service and
standards, allow for learnings across the varies businesses it manages and drive efficiency.
GREENCOAT RENEWABLES ANNUAL REPORT 2023STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
94 PrinciPal adverse imPact statement
continued
References to international standards
The Investment Manager holds memberships and/or proactively engages with the following responsible business codes and/or
internationally recognised standards to promote sustainable investment practices.
1. Task Force on Climate-Related Financial Disclosures (“TCFD”)
Relevant for Table 1, PAI 1-5 (Greenhouse gas emissions)
The Company and the Investment Manager supports and aligns with the TCFD recommendations and reports the disclosures in the
annual reports of the funds it manages. These disclosures report on climate change related impacts, opportunities and risks to the
funds, as well as fund level carbon emissions. Given its long-term investment perspective, the Investment Manager constantly assesses
the risks its assets might be exposed to and factors them into decision making and risk monitoring.
Historical comparison
Please refer to Table 1 for historical data comparison.
Specifically in relation to health and safety, in 2023 there were 8 workdays lost as a result of 1 lost time incident; compared to 0
workdays lost in 2022. The Investment Manager continues its focus on managing health and safety risks including regular training for
asset managers and Operations & Maintenance teams to promote a culture of reporting to improve awareness and openness on the
management of health and safety at sites. The Manager will continue to monitor health and safety performance of all sites closely, in
line with its ESG Policy commitments.
The Company had an 11.5% increase in scope emissions in 2023, compared with the previous reporting year. Scope 1 emissions
increased as a result of fuel combustion and fugitive gas data being reported for more assets in 2023. In particular, one asset reported
a significant volume of diesel consumed as a result of backup generators being required to run for an extended period of time. Scope
1 emissions, however, still represent 0% of the Company’s overall emissions, with capital goods (Scope 3) remaining the highest driver
of total Company emissions at 95%. Scope 3 embodied carbon emissions must be accounted for in the year an asset is acquired and
are not amortised for the year the asset is bought, under GHG Protocol guidance. Scope 2 emissions decreased by 10% as a result of
switching import electricity tariffs to renewable energy.
The GHG intensity figure increased 167% year on year to 8,148 tCO2/£m revenue. This increase was primarily driven by the acquisition
of a new assets late in 2023 with low reported revenues for the year but significant Scope 3 emissions. As discussed above, scope 3
emissions based on the GHG Protocol methodology account for embodied emissions associated with the construction of the asset
in the year of acquisition. Because the assets in question were bought late in 2023, revenues generated by the asset were negligible.
The asset metric materially increased the overall fund GHG Intensity given the weighted methodology underlying this SFDR metric.
The Manager reports this metric in line with regulatory guidance and industry best practice but does not believe it to be the most
appropriate metric with which to understand and monitor that carbon performance of the asset class.
GREENCOAT RENEWABLES ANNUAL REPORT 2023 PrinciPal adverse imPact statement
95
ANNEX
Defined terms used in this statement
For the purposes of this statement, the following definitions shall apply:
(1)
(2)
(3)
(5)
(6)
‘scope 1, 2 and 3 GHG emissions’ means the scope of greenhouse gas emissions referred to in points (1)(e)(i) to (iii) of Annex III
to Regulation (EU) 2016/1011 of the European Parliament and of the Council2;
‘greenhouse gas (GHG) emissions’ means greenhouse gas emissions as defined in Article 3, point (1), of Regulation (EU)
2018/842 of the European Parliament and of the Council3;
‘weighted average’ means a ratio of the weight of the investment by the financial market participant in an investee company in
relation to the enterprise value of the investee company;
‘companies active in the fossil fuel sector’ means companies that derive any revenues from exploration, mining, extraction,
production, processing, storage, refining or distribution, including transportation, storage and trade, of fossil fuels as defined in
Article 2, point (62), of Regulation (EU) 2018/1999 of the European Parliament and of the Council4;
‘renewable energy sources’ means renewable non-fossil sources, namely wind, solar (solar thermal and solar photovoltaic) and
geothermal energy, ambient energy, tide, wave and other ocean energy, hydropower, biomass, landfill gas, sewage treatment
plant gas, and biogas;
(7)
‘non-renewable energy sources’ means energy sources other than those referred to in point (6);
(8)
(9)
‘energy consumption intensity’ means the ratio of energy consumption per unit of activity, output or any other metric of the
investee company to the total energy consumption of that investee company;
‘high impact climate sectors’ means the sectors listed in Sections A to H and Section L of Annex I to Regulation (EC) No
1893/2006 of the European Parliament and of the Council5;
(10) ‘protected area’ means designated areas in the European Environment Agency’s Common Database on Designated Areas
(CDDA);
(11) ‘area of high biodiversity value outside protected areas’ means land with high biodiversity value as referred to in Article 7b(3)
of Directive 98/70/EC of the European Parliament and of the Council6;
(12) ‘emissions to water’ means direct emissions of priority substances as defined in Article 2(30) of Directive 2000/60/EC of the
European Parliament and of the Council7 and direct emissions of nitrates, phosphates and pesticides;
(13) ‘areas of high water stress’ means regions where the percentage of total water withdrawn is high (40-80%) or extremely high
(greater than 80%) in the World Resources Institute’s (WRI) Water Risk Atlas tool “Aqueduct”;
(14) ‘hazardous waste and radioactive waste’ means hazardous waste and radioactive waste;
(15) ‘hazardous waste’ means hazardous waste as defined in Article 3(2) of Directive 2008/98/EC of the European Parliament and of
the Council8;
(16) ‘radioactive waste’ means radioactive waste as defined in Article 3(7) of Council Directive 2011/70/Euratom9;
(17) ‘non-recycled waste’ means any waste not recycled within the meaning of ‘recycling’ in Article 3(17) of Directive 2008/98/EC;
(18) ‘activities negatively affecting biodiversity-sensitive areas’ means activities that are characterised by all of the following:
(a)
(b)
those activities lead to the deterioration of natural habitats and the habitats of species and disturb the species for which a
protected area has been designated;
for those activities, none of the conclusions, mitigation measures or impact assessments adopted pursuant to any of the
following Directives or national provisions or international standards that are equivalent to those Directives have been
implemented:
(i) Directive 2009/147/EC of the European Parliament and of the Council10;
(ii) Council Directive 92/43/EEC11;
2
3
4
5
6
7
8
9
10
11
Regulation (EU) 2016/1011 of the European Parliament and of the Council of 8 June 2016 on indices used as benchmarks in financial instruments and financial contracts or to
measure the performance of investment funds and amending Directives 2008/48/EC and 2014/17/EU and Regulation (EU) No 596/2014 (OJ L 171, 29.6.2016, p. 1).
Regulation (EU) 2018/842 of the European Parliament and of the Council of 30 May 2018 on binding annual greenhouse gas emission reductions by Member States from
2021 to 2030 contributing to climate action to meet commitments under the Paris Agreement and amending Regulation (EU) No 525/2013 (OJ L 156, 19.6.2018, p. 26).
Regulation (EU) 2018/1999 of the European Parliament and of the Council of 11 December 2018 on the Governance of the Energy Union and Climate Action, amending
Regulations (EC) No 663/2009 and (EC) No 715/2009 of the European Parliament and of the Council, Directives 94/22/EC, 98/70/EC, 2009/31/EC, 2009/73/EC, 2010/31/EU,
2012/27/EU and 2013/30/EU of the European Parliament and of the Council, Council Directives 2009/119/EC and (EU) 2015/652 and repealing Regulation (EU) No 525/2013
of the European Parliament and of the Council (OJ L 328, 21.12.2018, p. 1).
Regulation (EC) No 1893/2006 of the European Parliament and of the Council of 20 December 2006 establishing the statistical classification of economic activities NACE
Revision 2 and amending Council Regulation (EEC) No 3037/90 as well as certain EC Regulations on specific statistical domains Text with EEA relevance (OJ L 393,
30.12.2006, p. 1–39).
Directive 98/70/EC of the European Parliament and of the Council of 13 October 1998 relating to the quality of petrol and diesel fuels and amending Council Directive 93/12/
EEC (OJ L 350, 28.12.1998, p. 58).
Directive 2000/60/EC of the European Parliament and of the Council of 23 October 2000 establishing a framework for Community action in the field of water policy (OJ L 327,
22.12.2000, p. 1).
Directive 2008/98/EC of the European Parliament and of the Council of 19 November 2008 on waste and repealing certain Directives (OJ L 312, 22.11.2008, p. 3).
Council Directive 2011/70/Euratom of 19 July 2011 establishing a Community framework for the responsible and safe management of spent fuel and radioactive waste (OJ L
199, 2.8.2011, p. 48).
Directive 2009/147/EC of the European Parliament and of the Council of 30 November 2009 on the conservation of wild birds (OJ L 20, 26.1.2010, p. 7).
Council Directive 92/43/EEC of 21 May 1992 on the conservation of natural habitats and of wild fauna and flora (OJ L 206, 22.7.1992, p. 7).
GREENCOAT RENEWABLES ANNUAL REPORT 2023STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
96 PrinciPal adverse imPact statement
continued
(iii) an Environmental Impact Assessment (EIA) as defined in Article 1(2), point (g), of Directive 2011/92/EU of the European
Parliament and of the Council12;
(iv)
for activities located in third countries, conclusions, mitigation measures or impact assessments adopted in accordance
with national provisions or international standards that are equivalent to the Directives and impact assessments listed in
points (i), (ii) and (iii);
(19) ‘biodiversity-sensitive areas’ means Natura 2000 network of protected areas, UNESCO World Heritage sites and Key Biodiversity
Areas (‘KBAs’), as well as other protected areas, as referred to in Appendix D of Annex II to Commission Delegated Regulation
(EU) 2021/213913;
(20) ‘threatened species’ means endangered species, including flora and fauna, listed in the European Red List or the IUCN Red List,
as referred to in Section 7 of Annex II to Delegated Regulation (EU) 2021/2139;
(22) ‘UN Global Compact principles’ means the ten Principles of the United Nations Global Compact;
(24) ‘board’ means the administrative, management or supervisory body of a company;
(25) ‘human rights policy’ means a policy commitment approved at board level on human rights that the economic activities of the
investee company shall be in line with the UN Guiding Principles on Business and Human Rights;
For the purposes of this Annex, the following formulas shall apply:
(1) ‘GHG emissions’ shall be calculated in accordance with the following formula:
i
∑(
n
current value of investmenti
investee assets’s debt + equity
x investee assets’s Scope(x) GHG emissionsi )
(2) ‘carbon footprint’ shall be calculated in accordance with the following formula:
∑ i(
n
current value of investmenti
investee asset’s debt + equityi
x investee asset’s Scope1,2 and 3 GHG emissionsi )
current value of all investments (€M)
(3) ‘GHG intensity of investee companies’ shall be calculated in accordance with the following formula:
i
∑(
n
current value of investmenti
current value of all investments (€M)i
x
investee asset’s Scope 1,2 and 3 GHG emissionsi
investee asset’s €M revenuei
)
(4) ‘ GHG intensity of sovereigns’ shall be calculated in accordance with the following formula:
i
∑(
n
current value of investmenti
current value of all investments (€M)
x
The country’ s Scope 1,2 and 3 GHG emissionsi
Gross Domestic Producti (€M)
)
(5) ‘ inefficient real estate assets’ shall be calculated in accordance with the following formula:
((Value of real estate assets built before 31/12/2020 with “EPC of C or below) +
(Value of real estate assets built after 31/12/2020 with PED below NZEB in Directive 2010/31/EU))
(Value of real estate assets required to abide by EPC and NZEB rules)
For the purposes of the formulas, the following definitions shall apply:
(1)
(2)
‘current value of investment’ means the value in EUR of the investment by the financial market participant in the investee
company;
‘enterprise value’ means the sum, at fiscal year-end, of the market capitalisation of ordinary shares, the market capitalisation
of preferred shares, and the book value of total debt and non-controlling interests, without the deduction of cash or cash
equivalents;
(3)
‘current value of all investments’ means the value in EUR of all investments by the financial market participant;
(4)
‘nearly zero-energy building (NZEB)’, ‘primary energy demand (PED)’ and ‘energy performance certificate (EPC)’ shall have the
meanings given to them in paragraphs 2, 5 and 12 of Article 2 of Directive 2010/31/EU of the European Parliament and of the
Council14.
12
13
14
Directive 2011/92/EU of the European Parliament and of the Council of 13 December 2011 on the assessment of the effects of certain public and private projects on the
environment (OJ L 026, 28.1.2012, p. 1).
Commission Delegated Regulation (EU) 2021/2139 of 4 June 2021 supplementing Regulation (EU) 2020/852 of the European Parliament and of the Council by establishing
the technical screening criteria for determining the conditions under which an economic activity qualifies as contributing substantially to climate change mitigation or climate
change adaptation and for determining whether that economic activity causes no significant harm to any of the other environmental objectives (OJ L 442, 9.12.2021, p. 1).
Directive 2010/31/EU of the European Parliament and of the Council of 19 May 2010 on the energy performance of buildings (recast) (OJ L 153, 18.6.2010, p. 13).
GREENCOAT RENEWABLES ANNUAL REPORT 2023
DEFINED TERMS
97
Admission Document means the Admission Document of the Company published on 25 July 2017
Aggregate Group Debt means the Group’s proportionate share of outstanding third-party debt
AIB means Allied Irish Bank plc
AIC means the Association of Investment Companies
AIC Code of Corporate Governance sets out a framework of best practice in respect of the governance of investment companies. It
has been endorsed by the Financial Reporting Council as an alternative means for our members to meet their obligations in relation to
the UK Corporate Governance Code
AIC Guide means the AIC’s Corporate Governance Guide for Investment Companies
AIF means Alternative Investment Funds (as defined in AIFMD)
AIFM means Alternative Investment Fund Manager (as defined in AIFMD)
AIFMD means Alternative Investment Fund Managers Directive
AIM means Alternative Investment Market
AGM means Annual General Meeting of the Company
Arcy-Precy means Ferme Eolenne D’Arcy-Precy
AUM means Assets Under Management
AXA means funds managed by AXA Investment Managers UK Limited
Ballincollig Hill means Tra Investments Limited
Ballybane means Ballybane Windfarms Limited
BDO means the Company’s Auditor as at the reporting date
Beam means Beam Hill and Beam Hill Extension
Beam Hill means Beam Wind Limited
Beam Hill Extension means Meenaward Wind Farm Limited
Brexit means the withdrawal of the United Kingdom from the European Union
Board means the Directors of the Company
Borkum Riffgrund 1 means Borkum Riffgrund oHG
Boston Holding means Boston Holding A/S
Butendiek means Butendiek OWP Butendiek GmBH
Carrickallen means Carrickallen Wind Limited
CBA means Commonwealth Bank of Australia
CBI means the Central Bank of Ireland
CDP means Carbon Disclosure Project
CE means Conformité Européene (CE) Mark
CFD means Contract for Difference
CIBC means Canadian Imperial Bank of Commerce
Cloosh Valley means Cloosh Valley Wind Farm Holdings DAC and Cloosh Valley Wind Farm DAC
Cloghan means Cloghan Wind Farm Limited
Cnoc means Cnoc Windfarms Limited
Commerzbank means Commerzbank Aktiengesellschaft
Company means Greencoat Renewables PLC
Cordal means Cordal Windfarm Holdings Limited, Oak Energy Supply Limited and Cordal Windfarms Limited
CPI means Consumer Price Index
DCF means Discounted Cash Flow
DS3 means Delivering a Secure, Sustainable Electricity System
ECB means European Central Bank
EGM means Extraordinary General Meeting of the Company
Erstrask South means Erstrask Vind South AB
GREENCOAT RENEWABLES ANNUAL REPORT 2023STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
98 DEFINED TERMS
continued
Erstrask North means Erstrask Vind North AB
ESG means the Environmental, Social and Governance
EU means the European Union
Euronext means the Euronext Dublin, formerly the Irish Stock Exchange
EURIBOR means the Euro Interbank Offered Rate
Eurozone means the area comprising 20 of the 27 Member States which have adopted the euro as their common currency and sole
legal tender
EU SFDR means the European Union Sustainable Finance Disclosure Regulation
FCA means Financial Conduct Authority
FIT means Feed-In Tariff
FRC means Financial Reporting Council
GAV means Gross Asset Value as defined in the Admission Document
Garranereagh means Sigatoka Limited
Genonville means Ferme Eolienne de Genonville
GHG Protocol means Greenhouse Gas Protocol
Glanaruddery means Glanaruddery Windfarms Limited and Glanaruddery Energy Supply Limited
Glencarbry means Glencarbry Windfarm Limited
Gortahile means Gortahile Windfarm Limited
Grande Piece means Ferme Eolienne de la Grande Piece
Group means the Company, Holdco, Holdco 1 and Holdco 2
Group Statutory Auditors means BDO
GRP Sweden means GRP Sweden Holding AB
Holdco means GR Wind Farms 1 Limited
Holdco 1 means Greencoat Renewables 1 Holdings Limited
Holdco 2 means Greencoat Renewables 2 Holdings Limited
Holdcos mean GR Wind Farms 1 Limited, Greencoat Renewables 1 Holdings Limited and Greencoat Renewables 2 Holdings Limited
H&S means Health and Safety
IAS means International Accounting Standards
IFRS means International Financial Reporting Standards
ING means ING Bank N.V.
Investment Management Agreement means the agreement between the Company and the Investment Manager
Investment Manager means Schroders Greencoat LLP (formerly Greencoat Capital LLP)
IPEV means the International Private Equity and Venture Capital Valuation Guidelines
IPO means Initial Public Offering
Irish Corporate Governance Annex is a corporate governance annex addressed to companies with a primary equity listing on the
Main Securities Market of Euronext
IRR means internal rate of return
I-SEM means the Integrated Single Electricity Market, which is the wholesale electricity market arrangement for Ireland and Northern
Ireland
Joint Broker means RBC and J&E Davy
Killala means Killala Community Wind Farm DAC
Killala Battery means Bat project at Killala Community Wind Farm DAC
Killhills means Killhills Windfarm Limited
Kokkoneva means Kestilan Kokkaneva Tuulivoima Oy
Knockacummer means Knockacummer Wind Farm Limited
Knocknalour means Knocknalour Wind Farm Limited
Kostroma Holdings means Kostroma Holdings Limited
GREENCOAT RENEWABLES ANNUAL REPORT 2023 DEFINED TERMS
99
KPI means Key Performance Indicator
Letteragh means Seahound Wind Developments Limited
Levelized Cost of Energy (LCOE) means a measure of the lifetime costs divided by energy production
Lisdowney means Lisdowney Wind Farm Limited
Lost Time Incidents means an accident that results in time off work or loss of productive work
Menonville means Ferme Eolienne de la Butte de Menonville
Monaincha means Monaincha Wind Farm Limited
NAB means National Australia Bank
Natwest means National Westminster Bank
NAV means Net Asset Value as defined in the Admission Document
NAV per Share means the Net Asset Value per Ordinary Share
NOMAD means a company that has been approved as a nominated advisor for the Alternative Investment Market (AIM), by Euronext
Dublin and London Stock Exchange
NZAMI means Net Zero Asset Manager Initiative
O&M means operations and maintenance
Pasilly means Société d’Exploitation du Parc Eolien du Tonnerois
PPA means Power Purchase Agreement entered into by the Group’s wind farms
PRI means the world’s leading proponent of responsible investment
PSO means Public Support Obligation
Rabobank means Coöperatieve Rabobank U.A.
Raheenleagh means Raheenleagh Power DAC
RBC means Royal Bank of Canada
RCF means the Group’s Revolving Credit Facility
REFIT means Renewable Energy Feed-In Tariff
RESS means Renewable Energy Support Scheme
R&D means Research and Development
Saint Martin means Parc Eolien Des Courtibeaux SAS
Santander means Abbey National Treasury Services Plc (trading as Santander Global Corporate Banking)
SEM means the Single Electricity Market, which is the wholesale electricity market operating in the Republic of Ireland and Northern
Ireland
SFDR means Sustainable Finance Disclosure Regulation
Sliabh Bawn means Sliabh Bawn Holding DAC, Sliabh Bawn Supply DAC and Sliabh Bawn Power DAC
SMSF means SMSF Holdings Limited
Solar PV means a solar photovoltaic system, which is a power system designed to supply usable solar power by means of
photovoltaics
Soliedra means Parque Eolico Soliedra
Sommette means Parc Eolien Des Tournevents SAS
South Meath means SMSF Holdings Limited
SPVs means the Special Purpose Vehicles, which hold the Group’s investment portfolio of underlying operating wind farms
Taghart means Cregg Wind Farm Limited
TCFD means Task Force on Climate Related Financial Disclosures
Torrubia means Energia Inagotable de Elo SLU
TSR means Total Shareholder Return
Tullahennel means Ronaver Energy Limited
Tullynamoyle II means Tullynamoyle Wind Farm II Limited
UK means United Kingdom of Great Britain and Northern Ireland
UK Code means UK Corporate Governance Code issued by the FRC
GREENCOAT RENEWABLES ANNUAL REPORT 2023STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
100 AlTERNATIvE PERFoRMANcE MEASuRES
Performance Measure
CO2 emissions avoided per annum
Definition
The estimate of the portfolio’s annual CO2 emissions avoided through the displacement
of alternative generation, based on the portfolio’s estimated generation as at the relevant
reporting date.
Homes powered per annum
The estimate of the number of homes powered by electricity generated by the portfolio,
based on the portfolio’s estimated generation as at the relevant reporting date.
Generation
The amount of energy generated by the underlying SPVs (investments) in the portfolio over
the period.
NAV movement per share
(adjusting for dividends)
Movement in the ex-dividend Net Asset Value per ordinary share during the year.
NAV per share
The Net Asset Value per ordinary share.
Net cash generation
The operating cash flow of the Group and wind farm SPVs.
Premium to NAV
Total return (NAV)
The percentage difference between the published NAV per ordinary share and the quoted
price of each ordinary share as at the relevant reporting date.
The movement in the ex-dividend NAV per ordinary share, plus dividend per ordinary share
declared or paid to shareholders with respect to the year.
Total Shareholder Return
The movement in share price, combined with dividends paid during the year, on the
assumption that these dividends have been reinvested.
GREENCOAT RENEWABLES ANNUAL REPORT 2023
FoRwARD lookINg STATEMENTS AND oThER IMPoRTANT INFoRMATIoN
101
This document may include statements that are, or may be deemed to be, “forward-looking statements”. These forward-looking
statements can be identified by the use of forward-looking terminology, including the terms “believes”, “estimates”, “anticipates”,
“expects”, “intends”, “may”, “plans”, “projects”, “will”, “explore” or “should” or, in each case, their negative or other variations or
comparable terminology or by discussions of strategy, plans, objectives, goals, future events or intentions.
These forward-looking statements include all matters that are not historical facts. They may appear in a number of places throughout
this document and may include, but are not limited to, statements regarding the intentions, beliefs or current expectations of the
Company, the Directors and/or the Investment Manager concerning, amongst other things, the investment objectives and investment
policy, financing strategies, investment performance, results of operations, financial condition, liquidity, prospects and distribution
policy of the Company and the markets in which it invests.
By their nature, forward-looking statements involve risks and uncertainties because they relate to future events and depend on
circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance. The
Company’s actual investment performance, results of operations, financial condition, liquidity, distribution policy and the development
of its financing strategies may differ materially from the impression created by, or described in or suggested by, the forward-looking
statements contained in this document.
In addition, even if actual investment performance, results of operations, financial condition, liquidity, distribution policy and the
development of its financing strategies, are consistent with any forward-looking statements contained in this document, those
results or developments may not be indicative of results or developments in subsequent periods. A number of factors could cause
results and developments of the Company to differ materially from those expressed or implied by the forward-looking statements
including, without limitation, general economic and business conditions, global renewable energy market conditions, industry trends,
competition, changes in law or regulation, changes in taxation regimes, the availability and cost of capital, currency fluctuations,
changes in its business strategy, political and economic uncertainty. Any forward-looking statements herein speak only at the date of
this document.
As a result, you are cautioned not to place any reliance on any such forward-looking statements and neither the Company nor any
other person accepts responsibility for the accuracy of such statements.
Subject to their legal and regulatory obligations, the Company, the Directors and the Investment Manager expressly disclaim any
obligations to update or revise any forward- looking statement contained herein to reflect any change in expectations with regard
thereto or any change in events, conditions or circumstances on which any statement is based.
In addition, this document may include target figures for future financial periods. Any such figures are targets only and are not
forecasts. Nothing in this document should be construed as a profit forecast or a profit estimate.
This Annual Report has been prepared for the Company as a whole and therefore gives greater emphasis to those matters which are
significant in respect of Greencoat Renewables PLC and its subsidiary undertakings when viewed as a whole.
GREENCOAT RENEWABLES ANNUAL REPORT 2023STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTS
G R E E N C O A T
R E N E W A B L E S
Registered Address
Riverside One
Sir John Rogerson’s Quay
Dublin 2
D02 X576, Ireland
Investment Manager
Schroders Greencoat LLP
The Peak, 5 Wilton Road
London, SW1V 1AN
+44 20 7832 9400
Greencoat-Renewables@Ocorian.com