Irish Continental Group Annual Report 2023

FY2023 Annual Report · Irish Continental Group

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2023 Annual Report &
Financial Statements

THE LEADING
IRISH-BASED
MARITIME
TRANSPORT
GROUP

Irish Continental Group (ICG) is the leading Irish-based
maritime transport group. We carry passengers and
cars, Roll on Roll off freight (RoRo) and Container Lift
on Lift off freight (LoLo), on routes between Ireland,
Britain and Continental Europe. We also operate
container terminals in the ports of Dublin and Belfast.

We aim for continued success in our chosen markets
and focus our efforts on the provision of a safe, reliable,
timely, good value and high-quality experience for all
our customers in a way that minimises our impact on
the environment.

We will achieve success by anticipating our customers’
needs and matching their requirements with superior
services through constant innovation and the rapid
application of technology.

We measure our success through the quality of our
service, as seen by our customers, which should result
in delivering sustained and profitable growth for the
benefit of all our stakeholders.

Contents

These printed financial statements are
non-statutory financial statements
having not been prepared in
accordance with Commission
Delegated Regulation 2019/818
regarding the single electronic
reporting format (ESEF). Other than
the addition of page references these
non-statutory financial statements
represent a true copy of the human
readable layer of the statutory
financial statements which were
prepared in accordance with ESEF
and are available on the Group’s
website.

STRATEGIC
REPORT

Our Group at a Glance
Financial Highlights
Five Year Summary
Chairman’s Statement
Chief Executive’s Review
How We Create Value
Key Performance Indicators and Summary of 2023 Results
The Ferries Division
The Container and Terminal Division
Financial Review
Sustainability and ESG
Risk Management
Our Fleet
Executive Management Team

CORPORATE
GOVERNANCE

The Board
Corporate Governance Report
Report of the Audit and Risk Committee
Report of the Nomination Committee
Report of the Remuneration Committee
Report of the Directors
Directors’ Responsibility Statement

FINANCIAL
STATEMENTS

Independent Auditor’s Report
Consolidated Income Statement
Consolidated Statement of Comprehensive Income
Consolidated Statement of Financial Position
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
Notes to the Financial Statements
Company Statement of Financial Position
Company Statement of Changes in Equity
Notes Forming Parts of the Company Financial Statements

INVESTOR AND OTHER
INFORMATION

Investor Information
Other Information

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60
70
72

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96
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183

194
196

Strategic Report2023 Annual Report and Financial Statements2

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7
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60
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STRATEGIC
REPORT

Irish Continental Group3

The Strategic Report contains certain forward-looking
statements and these statements are made by the Directors
in good faith, based on the information available to them up
to the time of their approval of this report. These statements
should be treated with caution due to the inherent
uncertainties, including both economic and business risk
factors, underlying any such forward-looking information.
The Strategic Report has been prepared for the Group as a
whole and therefore gives greater emphasis to those matters
which are significant to Irish Continental Group and its
subsidiaries when viewed as a whole.

Strategic Report2023 Annual Report and Financial Statements4

Our Group at a Glance

Irish Continental Group is a customer focused
business with a pivotal position in the logistics
chain facilitating international trade between
Ireland, Britain and Continental Europe.

The Group operates through two divisions

Ferries Division
Principal activities include the chartering of vessels both internally and
externally together with passenger and RoRo freight shipping services
under the Irish Ferries brand.

Container and Terminal Division
Principal activities include LoLo shipping activities under the Eucon
brand and the operation of two container terminals, Dublin Ferryport
Terminals (DFT) and Belfast Container Terminal (BCT), within the
two main ports on the island of Ireland, and following its opening in
January 2022 the Dublin Ferryport Inland Depot.

Strategic short sea RoRo routes
operated by Irish Ferries providing
seamless connections between
Ireland, Britain and Continental
Europe for the 724,000 RoRo
units carried in 2023.

Reliability underpinned by
major investment in tonnage
and maintenance of quality
assets ensuring the high levels of
schedule integrity demanded by
our customers.

Strategically located container
terminals which handled
312,400 container units during
2023 in Ireland’s main ports of
Dublin and Belfast for shipping
operators providing services to
key continental hub ports and
onwards access to global markets.

Connected container transport
services provided by Eucon,
transporting 275,500 teu
(twenty foot equivalent) in 2023
between Ireland and 20 countries
throughout Europe by sea, road,
rail and barge.

EstoniaLatviaLithuaniaDenmarkSwedenNorwayRomaniaBulgariaSerbiaCroatiaItalySloveniaHungaryAustriaSlovakiaSwitzerlandBelgiumCzech Rep.PolandGermanyFranceUnited KingdomIrelandNetherlandsRosslareHolyheadAntwerpRotterdamPembrokeDoverCherbourgCalaisDublinBelfastCorkIrish Ferries Ropax and Cruise Ferry ServicesIrish Ferries High Speed FerryPorts Served By Ferries: Dublin, Rosslare, Holyhead, Pembroke, Cherbourg, Dover, CalaisGroup Geographical CoverageEucon RoutesDublin Ferryport TerminalsDublin Ferryport Inland DepotBelfast Container TerminalPorts Served By Container Ships: Belfast, Dublin, Cork, Antwerp, RotterdamEstoniaLatviaLithuaniaDenmarkSwedenNorwayRomaniaBulgariaSerbiaCroatiaItalySloveniaHungaryAustriaSlovakiaSwitzerlandBelgiumCzech Rep.PolandGermanyFranceUnited KingdomIrelandNetherlandsRosslareHolyheadAntwerpRotterdamPembrokeDoverCherbourgCalaisDublinBelfastCorkIrish Ferries Ropax and Cruise Ferry ServicesIrish Ferries High Speed FerryPorts Served By Ferries: Dublin, Rosslare, Holyhead, Pembroke, Cherbourg, Dover, CalaisGroup Geographical CoverageEucon RoutesDublin Ferryport TerminalsDublin Ferryport Inland DepotBelfast Container TerminalPorts Served By Container Ships: Belfast, Dublin, Cork, Antwerp, RotterdamIrish Continental Group5

Always on, always in touch,
our shipping and terminal
services operate 24/7, assisted by
investment in modern booking
and tracking systems to ensure
our customers can keep in touch
over a variety of platforms.

Fastest crossing on the Irish sea
on board the Irish Ferries Dublin
Swift fastcraft service with a
sailing time of two hours between
Dublin and Holyhead at speeds of
up to 65 kph.

Key contributor to regional
tourism in all countries we offer
services, Irish Ferries carried
2,781,700 passengers and 645,700
cars during 2023 with research
indicating that car tourists stay
longer and travel outside the
main urban centres.

High standard on-board
experience enjoyed by
our Irish Ferries customers
encompasses quality food,
beverage, entertainment and
accommodation services. Duty free
shopping for passengers travelling
to and from Britain. Passengers
are never out of touch with free
satellite wi-fi services.

Financial Highlights

Revenue
€572.0m (2.2%)

2022: €584.9m

EBITDA*
€132.6m +4.2%

2022: €127.2m

2023

2022

€572.0m

2023

€584.9m

2022

€132.6m

€127.2m

Operating profit
€68.4m

2022: €66.7m

2023

2022

+2.5%

Basic earnings per share
36.2c

2022: 33.6c

+7.7%

€68.4m

€66.7m

2023

2022

36.2c

33.6c

Adjusted basic earnings per share*
35.5c

+5.7%

2022: 33.6c

2023

2022

Net debt*
€(143.7)m (16.0%)

2022: €(171.1)m

35.5c

33.6c

2023

2022

€(143.7)m

€(171.1)m

Return on average capital employed*
17.7%

+0.2pts

2022: 17.5%

2023

2022

17.7%

17.5%

The Group uses alternative performance measures “APMs” which
are non-IFRS measures to monitor Group performance. Definitions
and reconciliation to IFRS measures are set out in Key Performance
Indicators and Summary of 2023 Results (pages 18-20).

Irish Continental GroupFive Year Summary

Summary extract of Income Statement
Revenue
Operating expenses and employee benefits expense
Depreciation and amortisation

Non-trading items 1
Interest (net)
Profit / (loss) before taxation
Taxation
Profit / (loss) for the year

EBITDA

Per share information:
Earnings per share
-Basic
-Adjusted basic 2

2023

€m

2022

€m

2021

€m

2020

€m

2019

€m

572.0
(439.4)
(64.2)
68.4
-
(5.1)
63.3
(1.7)
61.6

584.9
(457.7)
(60.5)
66.7
-
(4.2)
62.5
(2.7)
59.8

334.5
(282.2)
(52.5)
(0.2)
-
(3.9)
(4.1)
(0.8)
(4.9)

277.1
(235.0)
(41.3)
0.8
(11.2)
(7.6)
(18.0)
(1.0)
(19.0)

357.4
(270.6)
(36.8)
50.0
14.9
(3.4)
61.5
(1.3)
60.2

132.6

127.2

52.3

42.1

86.8

€cent

36.2
35.5

33.6
33.6

(2.6)
(2.7)

(10.2)
(4.3)

Dividend per share (declared)

14.80

14.09

9.00

Shares in issue at year end:
-At year end
-Average during the year

Summary extract of Statement of Financial Position
Property, plant and equipment, right-of-use and intangible assets
Retirement benefit surplus
Other assets
Total assets

Equity capital and reserves
Retirement benefit obligation
Other non-current liabilities
Current liabilities
Total equity and liabilities

Summary extract of Consolidated Statement of Cash Flows
Net cash inflow from operating activities
Net cash (outflow) / inflow from investing activities
Net cash outflow from financing activities
Cash and cash equivalents at the beginning of the year
Effect of foreign exchange rate changes
Closing cash and cash equivalents

Net debt

Net debt / EBITDA 3

166.2
169.9

€m

406.9
39.4
127.0
573.3

282.3
0.5
71.9
218.6
573.3

128.6
(40.2)
(80.9)
39.0
0.3
46.8

€m

(143.7)

Times

1.0x

170.8
177.8

€m

405.6
33.6
134.7
573.9

260.8
0.4
195.8
116.9
573.9

126.3
(72.7)
(52.8)
38.5
(0.3)
39.0

€m

(171.1)

Times

1.2x

31.7
23.8

4.42

187.4
189.8

€m

353.5
12.5
225.8
591.8

287.9
3.7
229.3
70.9
591.8

84.8
(52.3)
(46.5)
124.7
0.2
110.9

187.0
187.0

€m

353.0
1.0
224.9
578.9

265.9
2.2
141.6
169.2
578.9

46.1
7.8
(14.4)
110.9
-
150.4

182.8
186.7

€m

387.3
6.7
117.9
511.9

249.7
1.4
154.8
106.0
511.9

57.8
(52.7)
(117.4)
150.4
0.4
38.5

€m

(142.2)

(88.5)

(129.0)

Times

2.6x

Times

2.1x

Times

1.5x

Gearing (net debt as a percentage of shareholders’ funds)

51%

66%

57%

33%

45%

1. Non-trading items are material non-recurring items that derive from events or transactions that fall outside the ordinary activities of the Group and

which individually, or, if of a similar type, in aggregate, are separately disclosed by virtue of their size or incidence.

2. Adjusted basic earnings per share exclude pension interest and non-trading items.
3. Calculated per bank covenant definitions to exclude effects of lease debt.

Strategic Report2023 Annual Report and Financial Statements
8

Chairman’s Statement

John B. McGuckian,
Chairman

INVESTING FOR
GROWTH AND
A SUSTAINABLE
FUTURE

Last year, I described 2022 as not just
a year of recovery, but of building
for long-term sustainable growth
and stating our ambition to turn
our full attention to maximising the
opportunities that have arisen for
the Group over the last few years.
While 2023 did not yet see the
maximisation of those opportunities,
it did see significant progress towards
it. Progress across the Ferries Division
has been impressive. The opportunities
afforded us from the recovery in
passenger markets, our strong
position in the freight markets and the
reintroduction of duty-free have lifted
the Ferries Division to record levels
of activity, revenue and profitability.
Thanks to the increased footprint in the
Division, the volumes carried and scale
of the business are unrecognisable
when compared to just a few years ago.
While this is welcomed by the Group,
our greatest satisfaction comes from
the opportunity that is still provides
us for growth over the next number of
years.

Performance in the Container and
Terminal Division has been more
challenging. However, this is against
the backdrop of a number of years
of record growth and profitability.
Overall, volumes and profitability in the
business have reduced primarily driven
by weak export and import levels in

China and the impact of supply chain
difficulties and the resulting over
stocking had on reducing volumes
in the earlier part of the year. Despite
the reduction in activity levels and
demand, the Division has taken
advantage of its flexible cost base to
maintain strong levels of profitability.

We continued our investment in future
growth in the Ferries Division with the
introduction of the Oscar Wilde into
service in May of this year. The vessel
entered service on the Rosslare –
Pembroke route for the 2023 summer
season. With the largest duty-free
shopping space for any cruise ferry
on the Irish Sea of 17,000 square feet,
it allows the Group to maximise the
opportunity afforded to us by the
reintroduction of duty-free shopping
on the Irish Sea.

In addition to this investment, we have
completed the current program for
the expansion and modernisation of
our container terminals with the latest
semi-automated and environmentally
friendly equipment as part of our
Terminal electrification programme.
The final crane in this programme
became operational in September
2023. In total over the year, we have
commissioned five new remote
controlled semi-automated rubber-
tyred gantries (RTGs) and one new
ship-to-shore crane.

Irish Continental Group
INVESTING FOR

GROWTH AND

A SUSTAINABLE

FUTURE

As in prior years, I would like to take this
opportunity to thank all our colleagues
who made these results possible.
Our colleagues, particularly those
on the front line, continue to ensure
the efficient and reliable operation of
our services and allow us to meet the
requirements of our customers.

million (2022: €132.0 million) together
with net debt decrease of €27.4 million
was used to fund strategic capital
expenditure of €19.3 million and
returns to shareholders of €45.8 million
via a combination of dividends and
share buybacks. Net debt at year end
was €143.7 million (2022 €171.1 million).

Financial Outcome
The overall financial outcome for the
Group was a profit before tax of €63.3
million (2022: €62.5 million) while
operating profit was €68.4 million
(2022: €66.7 million). EBITDA generated
was €132.6 million (2022: €127.2 million)
from total revenues of €572.0 million
(2022: €584.9 million).

EBITDA grew strongly versus the prior
year in our Ferries Division where
EBITDA was €106.9 million (2022: €95.7
million). The Division saw increased
revenues from the recovery in our
tourism markets, continued growth in
the freight market, improved duty-free
performance and the full year impact
of a three ship operation on the Dover –
Calais route.

Performance in our Container and
Terminal Division was challenging in
the current year due to a reduction
in volumes, in particular in our feeder
markets. EBITDA of €25.7 million
(2022: €31.5 million) was down on the
record performance of 2022, but still
well ahead of historical levels. While
any reduction in profitability is a
disappointment, we are encouraged
by the resilience of the Division
and its ability to generate strong
returns even in challenging market
conditions due to a continued focus
on cost optimisation through the
management of the Division’s flexible
cost base.

2023 was another strong year of cash
generation for the Group. We began
the year with a strong balance sheet
and finish it in the same position. Cash
generated from operations of €136.7

Strategic Development
The Group has continued to progress a
number of key strategic developments
during the year.

Building on our progress over the last
number of years, we have placed a
significant focus on enhancing our
approach to ESG and sustainability.
We have rolled out a number of
further initiatives across the Group and
continued initiatives that commenced
in prior years. These are discussed
later in the Sustainability and ESG
Report (pages 35-59), highlights of
which include the significant progress
we have made in reducing the
emissions of our container terminal
operations. Completing our expansion
and modernisation programme
at Dublin Port, 2023 was a year of
further material investment in this
business. With the investment we
have made and continue to make
in more environmentally friendly
terminal equipment, we are on course
to achieve a reduction in the emissions
from our container terminal operations
of 70 per cent by 2025 over the course
of the programme. With the progress
made to date and the expected future
investment, we expect to achieve our
target of net zero emissions in our
container terminal operations by 2030.

2023 saw the Group prepare for the
introduction of the maritime transport
into the EU Emissions Trading System
(EU ETS) in early 2024. The cost of this
will be borne by our customers through
the introduction of surcharges. As the
maritime industry is recognised as a
hard to abate sector due to its current
reliance on the burning of marine
petroleum based fuels, it is important
that the revenues raised via the EU

ETS are appropriately invested in the
development of commercially viable
alternatives for the maritime industry.

We also continue to develop our
environmental reporting processes
in co-ordinating the collection of
relevant data and considering how
best this can be harnessed to affect
behaviours in order to drive further
improvement. This also provides the
basis for increasing transparency over
our sustainability credentials as set out
in the Sustainability and ESG Report
(pages 35-59). We continue to engage
with our stakeholders to understand
their key pressing and material issues
which we will evaluate and implement
in our day to day business when
appropriate.

In May of this year, the Group took
delivery of the Oscar Wilde. The Group
signed a long term charter agreement
for a firm period of 20 months with the
opportunity to extend the charter by
2 + 2 years. The agreement also gives
the Group purchase options over the
vessel. The European-built vessel is of a
high standard and materially enhances
the Ferries Division’s offering for
both freight and passenger markets.
Furthermore, the design of the vessel
affords the Group a large amount of
flexibility across all of our Irish Sea
routes. The vessel entered service on
the Rosslare - Pembroke route for the
2023 summer season, but for 2024 will
also operate on the Dublin – Holyhead
and Dublin – Cherbourg routes. One
outstanding feature of the vessel is
the material upgrade in retail space
available on board. It currently has
the largest duty-free shopping space
of any cruise ferry on the Irish Sea
with 17,000 square feet allowing for
enhanced range of stock and customer
experience.

During 2023, the Group completed
this phase of the expansion and
electrification program of our Dublin
Ferryport container terminal with

Strategic Report2023 Annual Report and Financial Statements10

Chairman’s Statement
Continued

Outlook
2024 has seen a strong start to the
year for the Ferries Division with
volumes up materially across most
revenue streams. However, it is
important to note that volumes year
to date are positively influenced by the
timing of competitor drydockings. In
addition, the passenger volumes are
for a seasonally quiet part of the year
and are influenced by some COVID
recovery when compared with the
previous year. Volumes to date do not
reflect the underlying market growth
rates.

In the period from 1 January 2024 to 2
March 2024, Irish Ferries carried 62,400
cars, an increase of 28.9% over the
same period in the prior year. While
these increases are encouraging, it
is over a seasonally less significant
time of the year for passenger travel.
We do however, hope that the trends
seen in 2023 of a material recovery
of the passenger market continue
into 2024. As in the prior year, we still
do see the opportunity for growth in
our passenger business as we move
towards a full return to pre-pandemic
levels with the benefits that can
bring to both our ticket and on-board
revenue.

RoRo volumes in the Ferries Division
have also had a strong start to the
year. Irish Ferries RoRo volumes
are up 15.1% on the same period
in the prior year to 124,500 units.
As in 2023, we expect the trend of
freight customers returning to the
landbridge will continue into 2024,
helped with the introduction of the
Windsor agreement, but also the ever-
increasing familiarity of our customers
with customs measures. Furthermore,
the cessation of certain services into
Liverpool, will give Irish Ferries an
opportunity in 2024 to increase our
market share on the Irish Sea.

In Eucon, we have seen a reduction
in containers shipped of 4.0% for
the first two months of the year. The
weakness in volumes is primarily
due to a weakness in our deep-
sea container volumes, somewhat
offset by the more stable short-sea
container market. We expect some
growth in the container market in
2024, assuming lower interest rates
which should fuel economic growth
later in the year.

Port lifts have increased by 8.7% in the
first two months of the year versus
the same period in 2023. There is a
continuation of the improving trend
in volumes from the last quarter of
2023 along with the addition of a new
customer on our Dublin terminal.
Our recent investments in the Dublin
terminal and the ongoing expansion
of the Belfast terminal leave us well
placed to avail of any market growth.

As part of the EU “Fit for 55”
regulations, shipping emissions
have been brought into scope of the
EU Emission Trading System on a
phased basis from 1 January 2024.
Following its introduction, we have
implemented surcharges for all our
customers. We acknowledge that the
operations of the group will have an
inevitable impact on the environment,
however those operations are
essential for the island of Ireland and
remain the most environmentally
sustainable form of transport for
the facilitation of trade and the
movement of people on and off the
island.

John B. McGuckian,
Chairman
6 March 2024

the commissioning of five further
RTGs and one ship-to-shore crane.
The modern cranes are designed for
continuous operation in all but the
most extreme weather conditions.
These investments are significant
milestones towards our Net Zero 2030
goal for the terminal operations. The
completion of this programme which
commenced in 2017 represents a total
investment in the terminal of €28.7
million.

Corporate Governance
The Board acknowledges the
importance of good corporate
governance practices. We have
developed a corporate governance
framework based on the application
of the principles and compliance with
the provisions of the UK Corporate
Governance Code (2018) and the Irish
Corporate Governance Annex. I report
on this framework in the Corporate
Governance Report (pages 78-79).

During the year, I led the annual
evaluation of Board performance of
which further details are set out in
the Corporate Governance Report
(page 86). As Chairman, I am satisfied
that the Board operates effectively
to ensure the long-term success of
the Group and that each Director
is contributing effectively and
demonstrating commitment to their
role.

Dividend and share buyback
The Directors declared and paid during
2023 a final dividend of 9.45 cent per
ordinary share for 2022 and an interim
dividend of 4.87 cent per ordinary
share for 2023. Dividends paid during
the year totalled €24.4 million.

During the year, the Company bought
back a total of 4.8 million shares which
were cancelled. The total consideration
paid for these shares was €21.4 million
(2022: €49.2 million). The Directors are
proposing a final dividend in respect of
2023 of 9.93 cent per share subject to
shareholder approval at the AGM on 9
May 2024, which will be paid on 7 June
2024 to shareholders on the register at
close of business on 17 May 2024.

Irish Continental Group11

Strategic Report2023 Annual Report and Financial Statements12

Chief Executive’s Review

Eamonn Rothwell,
Chief Executive Officer

A YEAR OF
PROGRESS
AND RECORD
GROWTH

Key Financial Highlights

EBITDA
€132.6m +4.2%

2022: €127.2m

Operating profit
€68.4m +2.5%

2022: €66.7m

Return on average capital
employed
17.7%

+0.2pts

2022: 17.5%

Adjusted basic earnings per
share
35.5c

+5.7%

2022: 33.6c

Free cash flow before strategic
capital expenditure
€107.1m (0.8%)

2022: €108.0m

2023 Performance
2023 was a year of further growth in
particular in the Ferries Division. The
investment in the Dover – Calais route
has continued to grow the business
in the current year and provide the
opportunity for continued long term
growth. The full year benefit of a
three ship operation on the route has
positioned us as a significant operator
in this market. We are now firmly
established as the preferred carrier for
many freight and passenger customers
on the route. We remain optimistic
over the position we are in and the
potential for future growth both in
revenues and profitability.

Despite a challenging year in the
Container and Terminal Division, we
benefited from the Division’s flexible
cost base allowing us to retain strong
levels of profitability. Furthermore, we
completed the modernisation and
expansion programme in our container
terminals. This has been a significant
investment for the Group that aligns
with the sustainability goals of the
Group.

The Group made a profit before
tax of €63.3 million (2022: profit
of €62.5 million). Operations were
cash generative at €126.6 million
(2022: €126.3 million) and the Group
maintained a strong balance sheet.

The performance in the Ferries Division
saw a significant increase in EBITDA
to €106.9 million (2022: €95.7 million).
This has been primarily driven by
further recovery in passenger markets,
strengthening position on the Dover
– Calais route and the strong growth
and performance of duty-free sales.
Revenue in the Division increased by
3.1% to €412.3 million (2022: €399.9
million).

Performance in the Container
and Terminal Division was more
challenging during the year, driven
primarily by weak import and export
levels in China and supply chain
difficulties in the first half of the year.
EBITDA in this division decreased
by 18.4% to €25.7 million (2022: €31.5
million). Despite the EBITDA, we
remain satisfied with the historically
high level of profitability achieved.
Revenues in the Division reduced by
12.4% to €194.1 million (2022: €221.5
million).

Financial Position
The Group ended the year in a strong
position with equity attributable to
shareholders increasing by €21.5
million to €282.3 million, which
was after total returns made to
shareholders of €45.8 million. Total
dividend payments of €24.4 million
paid with the dividend per share
increasing 5% versus 2022. In addition,
the Group bought back 4.8 million

Irish Continental Group13

shares which were cancelled, for a total
consideration of €21.4 million.

Net debt at year end was €143.7 million
compared to net debt of €171.1 million
in the prior year. This represents a net
debt / EBITDA leverage of 1.0 times
under banking covenant definitions.
Cash generated from operations in the
year was €134.8 million (2022: €132.0
million). This funded strategic capital
expenditure of €21.8 million, dividends
paid of €24.4 million and share
buybacks of €21.4 million. Year end net
debt of €143.7 million comprised gross
borrowings of €153.5 million (2022:
€167.7 million), lease obligations of
€37.0 million (2022: €42.4 million) less
gross cash balances of €46.8 million
(2022: €39.0 million). Lease obligations
relating to right-of-use assets are
excluded for banking covenant
purposes.

Strategic Performance
As Chief Executive, a key responsibility
is to drive future profitable and
sustainable growth of the Group. I’m
happy to report that on a strategic

level further progress was made during
2023 in building on the progress made
over the last number of years and
positioning the Group for future long
term growth opportunities.

The Group completed its investment
in the Dover – Calais service in 2022
with gave the Group the benefit of a
full three ship operation during the
current year. The addition of a third
ship onto the route for Irish Ferries has
strengthened our position on the route
and ensures we are an alternative to
the other operators on the route.

The Group took delivery of the Oscar
Wilde in May of this year. While initially
on a firm charter of 20 months, we
have options for charter extensions of
2 + 2 years and purchase options over
the vessel. This European built vessel is
of the highest quality, and its flexibility
provides us with excellent optionality
over its deployment in our route
network. The large scale of the retail
space on board the vessel will assist us
in maximising the opportunities arising
from duty-free sales on the Irish Sea.

The expansion and modernisation
of our container terminal in Dublin
port was completed during the year.
In 2023, we commissioned five new
remote controlled semi-automated
rubber-tyred gantries (RTGs) and
one new ship-to-shore crane. This
represents an investment of €28.7
million in the terminal that has
increased capacity by approximately
20% while at the same time materially
reducing emissions in the terminal and
helping us towards our Net Zero 2030
goal for terminal operations.

The Group’s management continually
seeks investment opportunities which
meet the Group’s stringent return
hurdles both in terms of return and risk
appetite, a policy which is promoted
at all levels within the organisation.
These investments are funded through
a combination of debt and cash
generation from existing activities.

Strategic Report2023 Annual Report and Financial Statements14

Chief Executive’s Review
Continued

Strategy and the Environment
The Group is conscious that its
activities have an environmental
impact but notes that reducing
that impact aligns with our overall
strategy. The Group has continued
with the significant investments
in installing exhaust gas cleaning
systems (EGCS). A further EGCS unit
was installed on the Isle of Inishmore
in early 2023 which is in operation
on the Dover – Calais route. The
programme for the electrification of
heavy plant at our container terminals
was further progressed in 2023, with
the commissioning of five RTGs and
one additional ship-to-shore crane
at Dublin Ferryport Terminal. Both of
these investments, while reducing
harmful emissions, also bring health
and safety benefits to our operatives
and align with the strategic objective
of delivering sustained and profitable
growth. Further details of our work in
this space during the year are detailed
in our Sustainability and ESG Report
(pages 35-59).

The Group currently collects various
data related to the environmental
impact of its operations for external
reporting purposes. In recognition
of the powerful effect that data
can have on creating awareness of
individual actions, the Group collates
and harnesses this data as a tool to
promote environmental responsibility
within the workforce. While we
recognise there is and always will be
additional work to do in this space, we
consider the ongoing improvement
and progress together with the firm
foundation established from prior years
will enable the further development of
our approach to sustainability, ESG and
strong reporting in the years ahead.

However, for certain aspects the
Group will require the shipping
sector as a whole to work together.
This particularly relates to global
regulation under the auspices of the
International Maritime Organisation
setting common standards and key
equipment suppliers adopting the
latest technologies. As a small operator
in a global market, the Group will
only apply proven technologies and
we will recover the costs of same,
either by increased efficiencies or by
passing associated costs through to
customers. The International Maritime
Organisation and the European
Union decarbonisation goals for the
Maritime industry are set out and
discussed in our Sustainability and
ESG Report (pages 35-59). We note
and welcome the recent increased
ambitions of the IMO in targeting
net-zero emissions in the maritime
industry by 2050. While welcoming this
ambition, the challenges around the
current alternatives to the current non-
sustainable fuel requirements of the
industry remain. The meeting of these
challenges has to be addressed not
only by the industry but at government
regulatory level.

The Group is aware that our
stakeholders require us to be
environmentally focused and the
Group is committed to continuous
improvement in both the big and
small things that we do. Freight
remains the backbone of the local
Irish and European economies. Our
efforts in greening the maritime
industry is a vital part of moving
the wider European economy to a
sustainable footing in the face of
the rising challenge from climate
change. As an island off the northwest
coast of Europe, approximately 90%
of trade exports and imports are
dependent on sea access. In addition,
we carry nearly three million people,
many of whom are tourists making
a significant contribution to regional
employment. These economic and
social benefits have to be offset against
our environmental footprint which is
significantly lower than the airlines.

Stakeholders
The Group’s performance is dependent
on the support of our customers,
suppliers and employees. I would
like to thank all our customers for
their support during the year. We will
continue to work with our customers to
meet their expectations into the future.

Our suppliers are key to our ability
to deliver quality services to our
customers. We continually work with
our suppliers whether they be port
operators, contracted service providers
or product suppliers to improve
efficiencies and quality. We appreciate
the co-operation and flexibility
achieved in delivering our 24/7 services.

As in prior years, I would like to take this
opportunity to thank our employees
for their continued dedication to the
operation of our services that are
essential to the island of Ireland. It is
their knowledge and dedication to
customer service that drives the future
success of the Group.

Outlook
I expect 2024 to be another successful
year for the group in further leveraging
our operational excellence and
financial strength. The work and
investment in the Group over the
last number of years paid financial
dividends in 2023, and I am confident
that further growth can be achieved in
2024, although the scale of the growth
will be dependent on the extent and
timing of interest rate decreases
which should in turn fuel international
growth.

As always, we will continue to seek
out improvement and investment
opportunities through the effective
management of capital allocations to
ensure our long term-term success.

Eamonn Rothwell,
Chief Executive Officer
6 March 2024

Irish Continental Group15

Strategic Report2023 Annual Report and Financial Statements16

How We Create Value

OUR
PURPOSE

We will create value
for our stakeholders
by anticipating our
customers’ needs
and matching their
requirements with
superior services through
constant innovation and
the rapid application of
technology.

Ferries Division

Multipurpose ferry services carrying
both passengers and RoRo freight on
strategic short sea routes.

Ireland

Britain

Ireland

Britain

France

Container and
Terminal Division

Direct container shipping services
between Ireland and Continental
Europe together with the operation of
container terminals at both Dublin and
Belfast.

Key strategic
developments
over the last 5
years

W.B. Yeats
The introduction of the WB Yeats into
service in 2019 has met our expectations
both operationally and financially. The
flexibility, reliability and capacity of the vessel
has been critical in allowing the Ferries
Division to successfully navigate constantly
changing trade flows due to the twin effects
of the UK exit from the European Union and
the Covid-19 pandemic.

Dover to Calais route
Commencement of the Irish Ferries
service on the Dover – Calais route in
2021. Introduction of a third ship onto the
route in during 2022 allowing us to offer
30 sailings per day to our customers. Full
operation of three ship service on the
route in 2023.

Irish Continental Group17

Revenue
€412.3m
68% of Group *
*inclusive of inter-segment revenue

Capital Employed
€314.7m
81% of Group

EBITDA
€106.9m
81% of Group

Revenue
€194.1m
32% of Group *

*inclusive of inter-segment revenue

Capital Employed
€72.3m
19% of Group

EBITDA
€25.7m
19% of Group

Operating a fleet of eight ferries
(including two chartered-in)

Capacity to operate up to
47 sailings daily

8 LoLo chartered-out vessels (5
internal & 3 external)

Customer type
Freight
+ Haulage

Leisure
Breaks

Container fleet capacity
8,500 TEU

Strategically located
container terminals

Customer type
Freight
+ Haulage

Dublin Ferryport Inland Depot
(DFID)
Opening of our new terminal in the Dublin
Ferryport Inland Depot in January 2022. The
inland depot is strategically located to allow
easy access to Ireland’s motorway system.
This will allow ancillary services to be provided
outside of the Dublin Port area, therefore
increasing capacity in the Dublin Ferryport
Terminal.

Terminals Investment
Completed investment in decarbonisation
of Dublin and Belfast Terminals. During
2023, the Group completed current program
of its investment in the terminal with the
commissioning of a further five electric RTGs
and one ship-to-shore crane.

Environmental Investment
The Group has invested in exhaust gas
cleaning systems (EGCS) on the W.B. Yeats,
Ulysses, the Isle of Inishmore and all of its
internally chartered container vessels. These
EGCS reduce the sulphur content of our
emissions.

Strategic Report2023 Annual Report and Financial Statements18

Key Performance Indicators and Summary of 2023 Results

The Group uses a set of headline Key Performance Indicators (KPIs) to measure the performance of its operations and of the
Group as a whole which are set out and defined below.

Certain financial measures used are not defined under International Financial Reporting Standards (IFRS). Presentation
of these Alternative Performance Measures (APMs) provides useful supplementary information which, when viewed in
conjunction with the Group’s IFRS financial information, allows for a more meaningful understanding of the underlying
financial and operating performance of the Group. These non-IFRS measures should not be considered as an alternative to
financial measures as defined under IFRS. Descriptions of the APMs included in this report are disclosed below.

APM

EBITDA

EBIT

Description

Benefit of APM

EBITDA represents earnings before interest, tax,
depreciation, impairment, amortisation and
non-trading items.

Eliminates the effects of financing and
accounting decisions to allow assessment of the
profitability and performance of the Group.

EBIT represents earnings before interest, tax
and non-trading items.

Measures the Group’s earnings from ongoing
operations.

Free cash
flow before
strategic capital
expenditure

Free cash flow comprises operating cash flow
less capital expenditure before strategic capital
expenditure which comprises expenditure on
vessels excluding annual overhaul and repairs,
and other assets with an expected economic
life of over 10 years which increases capacity or
efficiency of operations.

Assesses the availability to the Group of funds
for reinvestment or for return to shareholders.

Net debt

Leverage

Net debt comprises total borrowings plus lease
liabilities less cash and cash equivalents.

Measures the Group’s ability to repay its debts if
they were to fall due immediately.

The debt leverage ratio is calculated per
the terms of our lending agreement and
is calculated as bank debt, excluding lease
liabilities, expressed as times EBITDA. The
calculation is set out at note 21 to the Financial
Statements.

Provides an indication of the Group’s borrowing
capacity.

Adjusted Basic
Earnings Per
Share (EPS)

EPS is adjusted to exclude the non- trading
items and net interest (income) / cost on
defined benefit obligations.

Directors consider Adjusted Basic EPS to be a
key indicator of long-term financial performance
and value creation of a public listed company.

ROACE

Pre-IFRS 16

ROACE represents return on average capital
employed. Operating profit expressed as
a percentage of average capital employed
(consolidated net assets, excluding net debt,
retirement benefit surplus / (obligation)
and asset under construction net of related
liabilities.

Use of the term Pre-IFRS 16 denotes that the
APM or IFRS measure has been adjusted to
remove the effects of the application of IFRS 16:
Leases.

Measures the Group’s profitability and the
efficiency with which its capital is employed.

Measurement of covenants for bank facility
purposes

Non-Financial KPI

Description

Benefit of non-financial KPI

Schedule
integrity

Schedule integrity (the number of sailings
completed versus scheduled sailings).

Schedule integrity is an important measure for
Irish Ferries’ vessels as it reflects the reliability
and punctuality of our service. This measure is
meaningful to both our passenger and freight
customers alike in facilitating them and their
cargo to arrive on time at their final destination.

Irish Continental Group19

The following table sets forth the reconciliation from the Group’s operating profit (EBIT) for the financial year to EBITDA, free
cash flow and net debt. See note 11 to the Consolidated Financial Statements for the calculation of Basic and Adjusted Basic
EPS.

Cash Flow

Operating profit (EBIT)

Depreciation and amortisation (note 9)

EBITDA

Working capital movements (note 33)

Retirement benefit scheme movements (note 33)

Share-based payments expense (note 30)

Other

Cash generated from operations

Interest paid

Tax paid

Maintenance capital expenditure

Free cash flow before strategic capital expenditure

Strategic capital expenditure

Free cash flow after strategic capital expenditure

Proceeds on disposal of property, plant and equipment

Share buybacks

Dividends paid

Settlement of employee equity plans through market purchases

Proceeds on issue of ordinary share capital

Net cash flows

Opening net debt

Recognition of right-of-use asset lease obligations

Translation / other

Closing net debt

The following table sets forth the reconciliation from the Group’s ROACE calculation:

ROACE

Equity

Net debt

Asset under construction (including prepayment deposits)

Retirement benefit obligations

Retirement benefit surplus

Capital employed

Average capital employed

Operating profit

ROACE

2023
€m

68.4

64.2

2022
€m

66.7

60.5

132.6

127.2

1.7

0.6

2.8

(1.0)

136.7

(5.9)

(2.2)

(21.5)

107.1

(21.8)

85.3

3.1

(21.4)

(24.4)

(3.1)

0.4

39.9

(171.1)

(12.5)

1.2

1.1

3.0

(0.5)

132.0

(4.0)

(1.7)

(18.3)

108.0

(57.4)

50.6

3.0

(49.2)

(24.2)

(2.9)

0.1

(22.6)

(142.2)

(6.2)

(0.1)

(143.7)

(171.1)

2023
€m

282.3

143.7

(0.1)

0.5

426.4

(39.4)

387.0

385.8

68.4

17.7%

2022
€m

260.8

171.1

(14.1)

0.4

418.2

(33.6)

384.6

381.0

66.7

17.5%

Strategic Report2023 Annual Report and Financial Statements20

Key Performance Indicators and Summary of 2023 Results
Continued

The following table provides a reconciliation of the Group’s net debt position:

Net debt

Cash and cash equivalents (note 18)

Non-current borrowings (note 21)

Current borrowings (note 21)

Non-current lease obligations (note 22)

Current lease obligations (note 22)

Net debt

2023
€m

46.8

(41.1)

(112.4)

(25.4)

(11.6)

(143.7)

2022
€m

39.0

(160.4)

(7.3)

(30.7)

(11.7)

(171.1)

The calculation and performance of KPIs and a summary of the key financial results for the year is set out in the table below.
A detailed review of the divisional operations is set out in the Strategic Report (pages 22-30).

Depreciation and amortisation

(54.8)

(49.3)

(9.4)

(11.2)

Ferries

Container &
Terminal

Inter- Segment

Group

2023

2022

2023

2022

2023

2022

2023

2022

Comment

€m

412.3

399.9

194.1

221.5

(34.4)

(36.5)

572.0

584.9

106.9

95.7

25.7

31.5

52.1

46.4

16.3

20.3

(5.1)

1.4

(3.1)

0.1

(1.4)

(1.2)

19.1

48.4

43.4

14.9

132.6

127.2

(64.2)

(60.5)

68.4

66.7

(6.5)

(4.3)

1.4

0.1

63.3

62.5

16.5% 14.9% 23.4% 29.3%

17.7%

17.5%

36.2

35.5

33.6

107.1

108.0

Revenue

EBITDA

Operating profit (EBIT)

Finance costs (note 7)

Finance income (note 6)

Profit before tax

ROACE

EPS: (note 11)

EPS Basic

EPS Adjusted Basic

Free cash flow

Comment:
Financial KPIs

1. EBITDA: Group EBITDA for the year increased by 4.2%, to €132.6 million (2022: €127.2 million). The increase in underlying

EBITDA was primarily due to due to increased revenues and a continued focus on cost optimisation. EBITDA in the Ferries
Division increased by 11.7%, to €106.9 million, while the Container and Terminal Division decreased by 18.4%, to €25.7
million.

2. EBIT: Group EBIT for the year increased to €68.4 million (2022: €66.7 million). The Ferries Division increase in underlying
EBIT was €5.7 million, primarily due to increased revenues as passenger travel returned towards pre-pandemic levels,
while the Container and Terminal Division was €4.0 million higher, as a result of lower revenues.

3. ROACE: The Group achieved a return on average capital employed of 17.7% (2022: 17.5%). The Ferries Division achieved a

return on average capital employed of 16.5% (2022: 14.9%) while the Container and Terminal Division achieved 23.4% (2022:
29.3%).

4. EPS: Basic EPS was 36.2 cent compared with 33.6 cent in 2022. Adjusted Basic EPS (before net interest (income) / cost on

defined benefit obligations) was 35.5 cent compared with 33.6 cent in 2022.

5. Free cash flow before strategic capital expenditure: The Group’s free cash flow before strategic capital expenditure was
€107.1 million (2022: €108.0 million). The increase in free cash flow is mainly due to the increase in EBITDA. Free cash flow
before strategic capital expenditure is a meaningful measure of cash generated for investment or return to shareholders.

Non-Financial KPIs
Schedule integrity: The Ferries Division delivered 95% of scheduled sailings across all services during 2023 (2022: 96%).

Irish Continental Group21

Strategic Report2023 Annual Report and Financial Statements22

The Ferries Division

The Ferries Division operates multipurpose ferry
services carrying both passengers and RoRo freight
on strategic short sea routes between Ireland and
Britain, Britain and France and direct ferry services
between Ireland and France. The Division also
engages in chartering activities.

The ferry services trade under the Irish
Ferries brand. Irish Ferries operates
on four routes utilising a fleet of eight
vessels during the year, six of which are
owned and the remainder chartered in.

In addition to the modern fleet,
Irish Ferries retains rights to access
appropriate berthing times at key
ports allowing Irish Ferries to facilitate
its customers’ preferred sailing times.

The Division also owns eight container
vessels, which are time chartered at
year end.

Fleet Summary

Operated by Ferries Division

Vessel

Ulysses

Type

Employment

Cruise ferry

Dublin – Holyhead

Isle of Inishmore

Cruise ferry

Dover – Calais

Isle of Innisfree

Cruise ferry

Dover – Calais

Blue Star 1 (returned to
owners 2023)

Epsilon (returned to
owners 2023)

Dublin Swift

W.B. Yeats

Cruise ferry

Rosslare - Pembroke

Ropax

Dublin – Holyhead / Cherbourg

High speed ferry Dublin – Holyhead

Cruise ferry

Dublin – Holyhead / Cherbourg

Isle of Inisheer

Ropax

Dover – Calais

Oscar Wilde

Cruise ferry

Rosslare - Pembroke

Chartered out by Ferries Division

Vessel

Ranger

Elbfeeder

Elbtrader

Thetis D

CT Daniel

Type

Employment

LoLo container vessel

Charter – 3rd Party

LoLo container vessel

Charter – Inter-Group

LoLo container vessel

Charter – Inter-Group

LoLo container vessel

Charter – 3rd Party

Dublin Port

LoLo container vessel

Charter – 3rd Party

CT Rotterdam

LoLo container vessel

Charter – Inter-Group

Elbcarrier

LoLo container vessel

Charter – Inter-Group

CT Pachuca

LoLo container vessel

Charter – Inter-Group

Holyhead

FranceUnited KingdomIrelandIrish Ferries Ropax and Cruise Ferry ServicesIrish Ferries High Speed FerryRosslareHolyheadPembrokeDoverCherbourgCalaisDublinFranceUnited KingdomIrelandIrish Ferries Ropax and Cruise Ferry ServicesIrish Ferries High Speed FerryRosslareHolyheadPembrokeDoverCherbourgCalaisDublinM50M1M2M3M4M7M50M50M50M50M50M50M50M11Irish Continental Group

FranceUnited KingdomIrelandIrish Ferries Ropax and Cruise Ferry ServicesIrish Ferries High Speed FerryRosslareHolyheadPembrokeDoverCherbourgCalaisDublinFranceUnited KingdomIrelandIrish Ferries Ropax and Cruise Ferry ServicesIrish Ferries High Speed FerryRosslareHolyheadPembrokeDoverCherbourgCalaisDublinStrategic Report2023 Annual Report and Financial Statements24

The Ferries Division
Continued

2023 Overall Ferries Division
Performance

Revenue
€412.3m +3.1%

2022: €399.9m

EBITDA
€106.9m +11.7%

2022: €95.7m

Operating profit
€52.1m +12.3%

2022: €46.4m

ROACE
16.5%

2022: 14.9%

+1.6pts

Revenue in the Division was 3.1% higher
than the previous year at €412.3 million
(2022: €399.9 million). Revenue in the
first half of the year increased by 7.1%
to €179.8 million (2022: €167.9 million),
while in the second half revenue
remained in line with the prior year, at
€232.5 million (2022: €232.0 million).
EBITDA increased to €106.9 million
(2022: €95.7 million) while EBIT was
€52.1 million compared with €46.4
million in 2022.

Fuel costs were €92.7 million, a
decrease of €11.9 million on the prior
year. The Division achieved a return on
capital employed of 16.5% (2022: 14.9%).

In total, Irish Ferries operated 14,250
sailings in 2023 (2022: 13,642), the
increase primarily due to increased
sailings on the Dover – Calais route.

Car and Passenger Markets
It is estimated that the overall car
market1, on the routes that we
operate (Republic of Ireland to UK/
France and the Dover Straits), grew
by approximately 11.6% in 2023 to
4,461,000 cars. While encouraging,
this level of car carryings is still 15.0%
behind 2019 levels.

Irish Ferries’ car carryings during the
year were increased over the previous
year by 12.6% to 645,700 cars (2022:
573,400 cars). The increase in carryings
versus 2022 levels is primarily due to
the continued recovery in passenger
markets and the benefit of a full year
three ship operation on the Dover –
Calais route.

The total sea passenger market
(i.e. comprising car, coach and foot
passengers on the Republic of Ireland

Irish Continental Group

Irish Ferries is proud to be selected
to receive multiple awards from
travel trade professionals in our
key Irish and UK markets. Our
numerous consecutive wins reflect
our focus on delivering excellence
in customer service and our warm
welcome and wonderful hospitality
on-board. We constantly build on
this and actively seek feedback from
our customers via social media and
frequent “pulse” customer experience
surveys conducted throughout the
year to continuously improve our
service offering and facilities on-
board our vessels. This commitment
to outstanding service was again
recognised in 2023 with the following
awards which were a welcome
acknowledgement of the quality
experience we offer:

• Ireland:

- ‘Best Ferry Company’ awarded by

the Irish Travel Trade News Awards
for the 16th consecutive time.

- 'Best Ferry Company' awarded by
the Irish Travel Agents Association
for the 12th consecutive time.

• United Kingdom:

- ‘Best Ferry or Fixed Link Operator’

in the Group Leisure & Travel
awards for the 5th consecutive
year. This accolade was particularly
important as we began to scale
our groups business on the Dover
Calais route in 2023.

(Market figures source: Passenger Shipping
Association and Cruise & Ferry)
(Inclusion in an online nationally
representative omnibus survey carried
out amongst all adults 16+ by a third-party
market research company)

continued to be significant use of
digital channels for our promotional
communication including paid search,
digital audio-visual and digital audio
including podcasts, while broadcast
activity was regionally focused to
maximise return for specific routes.
In October 2023, market research
indicated that (in addition to our
ongoing leading brand strength in the
Irish market), an increased level of 57%
of people were aware of Irish Ferries
services in the British market, with
improvements in brand awareness in
key regions relevant for the Dover –
Calais service in particular2.

There was strong growth in the
number of visits to our website, as
well as in the corresponding number
of bookings transacted in the year.
Our social following increased across
all the main platforms including X
(formerly known as Twitter), Facebook,
and Instagram, with fans and followers
engaging with our content and offers.
In addition to the ongoing availability
of phone and email channels, AI
enabled automated web chat was
blended with live agent chat to handle
routine passenger enquiries efficiently,
all designed to ensure optimum
customer service via whatever means
our customers prefer. A new tiered
loyalty programme, the Irish Ferries
Club, was launched mid-year, to ensure
that the more our customers travel
with us on all our routes, they can
access savings and a range of travel
benefits.

Irish Ferries continued to work
throughout the year with relevant
state tourism agencies on collaborative
activities to drive destination interest
for its key markets, and specifically
with Tourism Ireland in Britain, France
and Germany, and with Cotentin
Tourism, Normandy Tourism and Atout
France in France. Irish Ferries was once
again a supporter of the landmark
tourism event in Ireland, the four-
day programme for the St. Patrick’s
festival which included an Irish Ferries
sponsored performance theatre group
within the St. Patrick’s Day parade on
the streets of Dublin.

to UK/France and the Dover Straits)
increased by 15.0% on 2022 to a total
of 19.0 million passengers. Irish Ferries’
passenger numbers carried increased
by 20.2% at 2,781,700 (2022: 2,315,000).

The Ferries Division delivered 95% of
scheduled sailings in 2023 compared
with 96% in the previous year across all
services.

Throughout 2023, Irish Ferries
continued to support the brand on
all routes with its brand platform “Sea
Travel Differently” which not only
highlighted the service and hospitality
Irish Ferries offers, but also the benefits
of sea travel versus air travel. Dover-
Calais route continued to be a key
focus for marketing and promotions
activity in 2023, alongside support
for our legacy routes, including the
introduction of cruise ferry Oscar
Wilde. In line with evolving consumer
media consumption patterns, there

Strategic Report2023 Annual Report and Financial Statements

The Ferries Division
Continued

Duty Free Sales
With the introduction of duty-free
sales for services to/from the UK since
2021, expanding and promoting our
duty-free offering has been a key focus
on three routes (Dublin-Holyhead,
Rosslare-Pembroke and Dover-Calais),
as we returned to promoting travel.
For all on-board sales, passengers were
able to shop online and reserve items
for “click and collect” once on-board.
Our duty-free prices were competitive
at around 50% lower than high street
prices, and duty-free stores and their
ranges continue to be improved. The
introduction of the Oscar Wilde in 2023
onto our Irish Sea routes materially
increases the quality of our duty-free
offering. With 17,000 square feet of
retail space, it has the largest duty-free
shopping space on the Irish Sea.

RoRo Freight
The RoRo freight market* between
the Republic of Ireland to the UK
and France and the Dover Straits fell
slightly in 2023. The total number of
trucks and trailers decreased by 2.6%,
to approximately 4,277,000 units.

Irish Ferries’ freight carryings, at
724,000 freight units (2022: 696,600
freight units), increased by 3.9%
versus the prior year. The increased
carryings over market performance
were enabled through the additional
capacity of the full year three vessel
service on the Dover – Calais route.

Irish Ferries has also been proactive
in the online environment for freight
customers. In recent years high-
quality mobile options have been
developed, alongside the traditional
desktop, whereby customers can
access our freight reservations systems
with ease. This has facilitated an
increasing proportion of our business
being booked via our website, www.
irishferriesfreight.com.

There was an intended focus on brand
development in 2023, the evolving
nature of our freight service on the
Dover – Calais route has broadened
our customer base, introducing

the business to new markets across
Continental Europe. Irish Ferries has
increased its footprint in countries in
central and eastern Europe who were
unfamiliar with the Irish Ferries brand.
We have developed strong working
relationships with a select number
of partners in these territories who
support and promote our services,
with their own teams on the ground
growing the business on our behalf.
Regular customer visits, training onsite
were valuable components in aiding
this development throughout the year.

We did not solely rely on our partners
in this regard. Irish Ferries continues
to find new and innovative ways to
engage with customers. The Freight
business is now active on social
media, reaching a wider audience,
while a significant amount of time
and investment has been poured into
trade fairs and industry events, while
November was the first occasion that
the business exhibited at an event in
Eastern Europe, further enhancing our
ambitions to grow the brand in new
regions.

There was further investment in
the freight service itself, with the
introduction of new dedicated teams
who possessed the required skills to
deal with the intricacies of the RoRo
service on the Channel. A positive
experience for the freight driver
continues to be a priority for Irish
Ferries.

The legacy routes have undergone
significant change since 2020 with
the introduction of Brexit and the
associated customs requirements
that have severely impacted ports
in the Republic of Ireland affecting
our services to both Holyhead and
Pembroke. While 2023 saw further
changes and new requirements
imposed, the period also saw the return
of some freight trends away from
Northern Ireland routes, who are now
back utilising services in the south
of Ireland. A familiarity with customs
measures, schedule integrity and speed
of service to markets have encouraged

this development, while Irish Ferries
was well positioned to build upon
and promote the rejuvenation of the
landbridge connection.

Investment too has helped in 2023,
the introduction of the Oscar Wilde
has provided further reliability to the
freight market, with a particular focus
on driver accompanied traffic. This
was timely, as it coincided with service
changes on the Liverpool corridor,
which Irish Ferries were well positioned
to accommodate.

Chartering
The Group continued to charter a
number of vessels to third parties
during 2023. Overall external charter
revenues were €17.2 million in 2023
(2022: €17.2 million). Of our eight
owned LoLo container vessels, five
are currently on year-long charters
to the Group’s container shipping
subsidiary Eucon on routes between
Ireland and the Continent whilst three
are chartered to third parties. The
GNV Allegra continues on a bareboat
hire purchase agreement with MSC
Mediterranean Shipping Company SA.

Outlook
We look forward to building on
the growth of 2023, with further
strengthening of our position on the
Irish Sea and Dover – Calais. The recent
investments we have made in tonnage,
IT infrastructure and people, will allow
us to grow market share in 2024 and
beyond. We remain optimistic that
2024, will see us getting closer to pre-
pandemic passenger volumes, growing
both our ticket and on-board revenue.
We await the publication and passage
into law of proposed UK and French
legislative changes for Maritime
staff on the Dover – Calais route. We
believe the approach of the French
government may conflict with
EU legislation, and key principles
underpinning the Treaty of the
European Union. While the exact
timing of the introduction of this
legislation is unclear, we expect it in
the current year.

(Market figures source: Passenger Shipping Association and Cruise & Ferry)

Irish Continental Group

Strategic Report2023 Annual Report and Financial Statements28

The Container and Terminal Division

The Container and Terminal Division provides direct
container shipping services between Ireland and
continental Europe together with the operation of
container terminals at both Dublin and Belfast.

DFT now operates nine electrically
operated rubber-tyred gantries
incorporating latest technologies to
allow for remote operation. The final
commissioning of these cranes in 2023
and the relocation of our empty depot
facility in January 2022 to our new
Dublin Ferryport Inland Depot located
at the new Dublin Inland Port will
increase the capacity of DFT to meet
the needs of the market.

Belfast Container Terminal (BCT)
operates the sole container terminal
at Belfast under a services concession
agreement with Belfast Harbour
Commissioners (BHC) at a 27 acre
site in Belfast Harbour. This services
concession agreement currently
extends to 2026. BHC completed a
£40 million re-investment project
in 2023 which included extensive
civil works and the delivery of two
new Liebherr gantry cranes and
eight new electrically operated RTGs
incorporating the latest technologies
to allow for remote operation similar to
the RTGs operated at DFT.

The Division’s intermodal shipping
line Eucon is the market leader in the
sector, operating a core fleet of five
chartered container vessels ranging
in size from 750 – 1,000 teu capacity,
connecting the Irish ports of Dublin,
Cork and Belfast with the continental
ports of Rotterdam and Antwerp.
Eucon is offering feeder services to the
Deep Sea Lines and a full intermodal
service where Eucon deploys 4,400
owned and leased containers
(equivalent to 8,500 teu) of varying
types thereby offering a full range of
services from palletised, project and
temperature controlled cargo to Irish
and European importers and exporters
from all points on the island of Ireland
to destinations across 20 European
countries. Door-to-door services are
contracted to third parties utilising a
variety of transport modes including
road, rail and barge.

Dublin Ferryport Terminals (DFT)
operates its Dublin Port container
facility from a leasehold facility with
remaining lease terms of between 72
and 98 years, covering over 34 acres.
The facilities comprise 480 metres
of berths for container ships, with a
depth of nine to eleven metres and is
equipped with three modern Liebherr
gantry cranes (40 tonne capacity) and
eleven rubber-tyred gantries (40 tonne
capacity) on a strategically located site
within three kilometres of Dublin city
centre and within one kilometre of the
Dublin Port Tunnel, providing direct
access to Ireland’s motorway network.

Dublin Ferryport
Inland Depot
Dublin Port

Rotterdam
Antwerp

EstoniaLatviaLithuaniaDenmarkSwedenNorwayRomaniaBulgariaSerbiaCroatiaItalySloveniaHungaryAustriaSlovakiaSwitzerlandBelgiumCzech Rep.PolandGermanyFranceUnited KingdomIrelandNetherlandsAntwerpRotterdamDublinBelfastCorkEucon Geographical CoverageEucon RoutesDublin Ferryport TerminalsDublin Ferryport Inland DepotBelfast Container TerminalPorts Served by Container Ships: Belfast, Dublin, Cork, Antwerp, RotterdamEstoniaLatviaLithuaniaDenmarkSwedenNorwayRomaniaBulgariaSerbiaCroatiaItalySloveniaHungaryAustriaSlovakiaSwitzerlandBelgiumCzech Rep.PolandGermanyFranceUnited KingdomIrelandNetherlandsAntwerpRotterdamDublinBelfastCorkEucon Geographical CoverageEucon RoutesDublin Ferryport TerminalsDublin Ferryport Inland DepotBelfast Container TerminalPorts Served by Container Ships: Belfast, Dublin, Cork, Antwerp, RotterdamM50M1M2M3M4M7M50M50M50M50M50M50M50M11Irish Continental Group29

EstoniaLatviaLithuaniaDenmarkSwedenNorwayRomaniaBulgariaSerbiaCroatiaItalySloveniaHungaryAustriaSlovakiaSwitzerlandBelgiumCzech Rep.PolandGermanyFranceUnited KingdomIrelandNetherlandsAntwerpRotterdamDublinBelfastCorkEucon Geographical CoverageEucon RoutesDublin Ferryport TerminalsDublin Ferryport Inland DepotBelfast Container TerminalPorts Served by Container Ships: Belfast, Dublin, Cork, Antwerp, RotterdamStrategic Report2023 Annual Report and Financial Statements30

The Container and Terminal Division
Continued

2023 Overall Container and
Terminal Performance

Revenue
€194.1m (12.4%)

2022: €221.5m

EBITDA
€25.7m (18.4%)

2022: €31.5m

Operating profit
€16.3m (19.7%)

2022: €20.3m

ROACE
23.4%

2022: 29.3%

(5.9pts)

Outlook
In Eucon, we have seen a reduction in
containers shipped of 4.0% for the first
two months of the year. The weakness
in volumes is primarily due to a
weakness in our deep-sea container
volumes, somewhat offset by the more
stable short-sea container market.
We expect some improvement in the
container market volumes in 2024.

Revenue in the Division decreased to
€194.1 million (2022: €221.5 million).
The revenue is derived from container
handling and related ancillary revenues
at our terminals and in Eucon from a
mix of domestic door-to-door, quay-
to-quay and feeder services with
78% (2022: 74%) of shipping revenue
generated from imports into Ireland.
With a flexible chartered fleet and
slot charter arrangements, Eucon was
able to adjust capacity and thereby
continue to meet the requirements
of customers in a cost effective and
efficient manner.

EBITDA in the Division decreased
by 18.4% to €25.7 million (2022: €31.5
million) while EBIT fell 19.7% to €16.3
million (2022: €20.3 million).

In Eucon, overall container volumes
shipped were down 14.6% compared
with the previous year at 275,500
teu (2022: 322,600 teu). Despite the
reduction in volumes in Eucon, we
benefited from our flexible cost base
allowing us to retain strong levels of
profitability against the background of
challenging trading conditions.

Containers handled at the Group’s
terminals in Dublin Ferryport Terminals
(DFT) and Belfast Container Terminal
(BCT) were down 2.3% at 312,400 lifts
(2022: 319,600 lifts). DFT’s volumes were
down 1.0%, while BCT’s volumes were
down 4.2%.

Irish Continental Group32

Financial Review

David Ledwidge,
Chief Financial Officer

CONTINUATION
OF STRONG
PERFORMANCE

Results
Revenue for the year amounted to
€572.0 million (2022: €584.9 million)
while operating profit amounted to
€68.4 million compared with €66.7
million in 2022. The decrease in
revenue was caused by lower volumes
in our Container and Terminal Division,
which was partially offset by increased
revenue in the Ferries Division.

Cash flow and investment
EBITDA for the year was €132.6 million
(2022: €127.2 million). There was a
net inflow of €2.8 million relating
to share based payment expense,
pension funding movements of €0.6
million and a €1.0 million decrease in
provisions, yielding cash generated
from operations amounting to €136.7
million (2022: €132.0 million).

Taxation
The tax charge is €1.7 million in 2023
compared with a charge of €2.7 million
in 2022. The corporation tax charge
of €1.5 million (2022: €2.7 million)
comprises Irish and UK corporation
tax. Certain activities qualify to be
taxed under tonnage tax (which is
an EU approved special tax regime
for qualifying shipping activities) in
Ireland. A reconciliation of the tax
charge showing the effect of the
tonnage tax regime on the Group’s
tax charge is shown at note 8 to the
Financial Statements. The deferred
tax charge was €0.2 million in 2023
compared to a charge of €nil million
in 2022.

Earnings per share
Basic EPS was 36.2 cent in 2023
compared with 33.6 cent in 2022. The
primary reason for the increase was the
rise in Group profitability versus the
prior year.

Adjusted basic EPS (before the net
interest (income) / cost on defined
benefit obligations) was 35.5 cent
compared with 33.6 cent in 2022.

Interest paid was €5.9 million (2022:
€4.0 million) while taxation paid was
€2.2 million (2022: €1.7 million).

Capital expenditure outflows
amounted to €41.9 million (2022:
€75.7 million) which included €21.8
million of strategic capital expenditure.
Strategic capital expenditure included
plant and machinery relating to the
modernisation works at DFT, the
addition of a scrubber to the Isle of
Inishmore as well as general vessel
improvements.

Total dividends of €24.4 million were
paid during the year (2022: €24.2
million) and €21.4 million (2022: €49.2
million) was expended in buying back
the Group’s equity.

The above cash flows resulted in a
year-end net debt of €143.7 million
(2022: €171.1 million) net debt, which
comprised gross borrowings of €153.5
million (2022: €167.7 million), lease
obligations of €37.0 million (2022:
€42.4 million) offset by cash balances
of €46.8 million (2022: €39.0 million).
The key net debt / EBITDA (pre non-
trading items) ratio was 1.0 times (2022:
1.2 times).

Irish Continental GroupCONTINUATION

OF STRONG

PERFORMANCE

whom cash balances are held. The
concentration of credit risk in relation
to trade is limited due to the exposure
being spread over a large number of
counterparties and customers. The
Group also has a significant long
term receivable relating to a bareboat
hire purchase arrangement which
is secured by retention of title to the
vessel.

Liquidity
It is Group policy to maintain available
facilities which allow the Group to
conduct its business in an orderly
manner. The target level is reviewed
from time to time in line with the
Group’s future requirements over the
medium term and will comprise cash
deposits and committed banking
facilities. Total available facilities at 31
December 2023 amounted to €82.2
million, comprising cash balances of
€46.8 million together with undrawn
committed facilities of €35.4 million
with average maturity of 0.8 years
(2022: 1.4 years). Total drawn facilities of
€168.2 million had a weighted average
maturity of 1.6 years (2022: 2.5 years)
over remaining terms of up to 7 years
(2022: 8 years). Subsequent to the year
end, the Group agreed a new revolving
credit facility with lenders, with a
permitted drawing amount of €100.0
million, expiring in March 2029 as a
replacement for the existing revolving
credit facility, of which €55.0 million
was drawn at 31 December 2023, with a
maturity date of September 2024.

David Ledwidge,
Chief Financial Officer
6 March 2024

Dividend and share buybacks
The Company paid a final dividend in
respect of financial year 2022 of 9.45
cent per ordinary share on 9 June 2023
to shareholders on the register at the
close of business on 11 May 2023. The
Company paid an interim dividend in
respect of financial year 2023 of 4.87c
per ordinary share. The total amount
paid was €24.4 million.

During the year, the Group bought
back 4.8 million shares which were
cancelled. The total consideration paid
for these shares was €21.4 million (2022:
€49.2 million).

Pensions
The Group has four, separately funded,
company-sponsored defined benefit
obligations covering employees in
Ireland, the UK and the Netherlands.
The Group also participates in the
UK based industry-wide scheme,
the Merchant Navy Officers Pension
Fund (MNOPF) in which participating
employers share joint and several
liability. Aggregate pension assets in
the four company-sponsored schemes
at year end were €135.8 million (2022:
€124.8 million), while combined
pension liabilities were €96.9 million
(2022: €91.6 million). The total net
surplus of all defined benefit pension
schemes at 31 December 2023 was
€38.9 million in comparison to a €33.2
million surplus at 31 December 2022.

Financial risk management
The principal objective of the Group’s
treasury policy is the minimisation
of financial risk at reasonable cost.
To minimise risk the Group may use
interest rate swaps and forward foreign
currency contracts. The Group does
not trade in financial instruments for
speculative purposes.

Interest rate management
The majority of the Group’s borrowings,
comprising term loans and loan notes
have been fixed at a contracted rate at
the date of drawdown with the relevant
lender, thereby limiting exposure to
interest rate risk. The average effective
interest rate at 31 December 2023
was 2.96% (2022: 2.40%). Debt interest
cover as defined under our banking

covenants to operating cash flows
for the year was 23.7 times (2022: 36.0
times).

Currency management
The Group has determined that the
euro is the presenting currency in
which it reports its results. The Group
also has significant sterling and US
dollar cash flows. The Group’s principal
policy is to minimise currency risk
by matching foreign currency assets
and liabilities and to match cash flows
of like currencies as far as possible.
Exposure to the US dollar relates
mainly to fuel costs. The Group has in
place fuel surcharge arrangements
with its commercial customers which
recovers a portion of movements
in euro fuel costs above a base level
which partially mitigates the exposure
to US dollar currency movements.

Commodity price management
Bunker oil costs constitute a separate
and significant operational risk, partly
as a result of historically significant
price fluctuations. In the Container and
Terminal Division, bunker costs above
a base level are offset to a large extent
by the application of prearranged
price adjustments with our customers.
Similar arrangements are in place
with freight customers in the Ferries
Division. In the passenger sector,
changes in bunker costs are included
in the ticket price to the extent that
market conditions will allow. Bunker
consumption was 169,100 tonnes
in 2023 (2022: 161,900 tonnes). The
increase in consumption was primarily
due to increased sailings on the Ferries
Division’s service on the English
Channel with three vessels in operation
for the full year. The average cost per
tonne of heavy fuel oil (HFO) fuel in
2023 was 10.3% lower than in 2022
while marine gas oil (MGO) was 19.5%
lower than in the prior year.

Credit risk
The Group’s credit risk arising on
its financial assets is principally
attributable to its trade and other
receivables as well as banks, with

Strategic Report2023 Annual Report and Financial Statements34

Irish Continental Group35

Sustainability and ESG

ESG
REVIEW

There were significant developments
in the International Maritime
Organization (IMO) sphere, where
the IMO during 2023 has significantly
increased its ambitions on emission
reductions. The IMO are now targeting
net-zero emissions in the maritime
industry by around 2050 from the
previous target of a 50% reduction
from 2008 levels. They are broadly
equivalent standards as the Scienced
based targets initiative. For ICG, we
support this increased ambition that
the IMO sets out for our industry,
supporting global regulations for a
global issue.

Additionally, we note the publication of
the Corporate Sustainability Reporting
Directive (CSRD) and the associated
sustainability standards. This reporting
will entail providing more detailed
information and require deploying
significant resources to ensure
effective reporting. ICG will report
against these standards, in line with
the legislated timelines.

Operating Sustainably
At its core, sustainability involves
building an organisation with a net
positive impact on both people and
the planet while achieving sustainable
growth and long-term returns. At ICG,
this is a is a fundamental part of our
approach to executing on our business
strategy. It involves minimising our
impact on the planet while striving
to achieve our sustainable growth
ambitions.

petroleum-based fuels in ship engines
and the related carbon footprint of
burning these fuels. These fuels are
relatively energy dense, safe to handle,
and uses a residual product from
higher grades of petroleum refining
products. They continue to be the only
commercially viable source of fuel for
the vast bulk of maritime transport
due to cost, technological feasibility,
safety concerns, safety regulations,
sustainability of supply and availability
of infrastructure to support delivery.

ICG is at the heart of significant
maritime transportation links carrying
passengers and cars, Roll On / Roll Off
freight and Container Lift On Lift Off
freight on routes between Ireland,
the United Kingdom and Continental
Europe. As one of the critical transport
providers we are acutely conscious of
the importance of our role in delivering
our services have on the wider economy.
Despite marine transportation being
one of the most carbon-efficient modes
of transport, the movement of this
volume of goods and people still result in
emissions that we need to minimise. We
have recognised the need to minimise
the impact of our operations on the
environment.

Regulatory pressure
The maritime industry is heavily
regulated, and new regulations, such
as the inclusion of maritime transport
in the EU Emissions Trading System
(EU ETS) and FuelEu, will increase
the cost of doing business and
will be required to be passed on to
customers. These regulations aim to
reduce carbon emissions by increasing
the cost of emitting carbon into the
atmosphere and in turn stimulate the
growth of the alternative low carbon
fuel industry. The EU ETS will impact
our operations from 2024 and the
FuelEU will impact our operations from
2025.

The maritime sector is recognised as a
hard to abate sector and last year we
outlined some of the key challenges
that the industry at large is facing.
The challenges relate to the industry
reliance on the burning of marine

These developments provide greater
regulatory certainty and direction
for the industry in terms of its
decarbonisation efforts and enables
the industry as a whole to invest in
ways to reduce our impact on the
environment.

Strategic Report2023 Annual Report and Financial Statements36

Sustainability and ESG
Continued

2023 – Another record-breaking
year for climate extremes
Headlines declaring 2023 as the hottest
year in 125,000 years have underscored
the urgency of the global climate
crisis. We find ourselves grappling
with the alarming trend of extreme
temperatures, characterised by drier
summers and wetter winters in
the past year. These extremes have
brought with them the harsh realities
of droughts, wildfires, and flash
flooding, placing significant stress on
both human and animal habitats.

Taking Action Now
Despite the formidable challenges
we face, we are taking action. We are
actively pursuing emission reduction
measures, striving to not only meet

but exceed all established standards
while ensuring our economic viability
remains intact, and we continue to
make appropriate returns for our
shareholders.

Last year, we set out the industry
challenges on the path to
decarbonisation, most notably our
reliance on marine petroleum fuels
and the lack of commercially viable
alternatives. However, the landscape is
evolving rapidly, marked by significant
innovations in fuel development and
efficiency enhancements across all
fronts. We still have a distance to go to
make these viable but the path ahead
is becoming clearer.

In our own operations, we are actively
transitioning toward optimising our

operations. This includes exploring
alternative fuel sources, such as
biofuels, with trials underway for
our Fast Craft Dublin Swift. We
commit to scaling up these efforts
once a reliable supply becomes
available at a cost-effective price.
Furthermore, we collaborate closely
with our partner ports to ensure the
necessary infrastructure, like shore
power, will be in place to support the
maritime industry’s journey toward
decarbonisation, including potential
adoption of alternative power sources
when such options become feasible
for ships of our required size with
technological advancements, either
through retrofit or replacement.

Sustainable Development Goals
ICG support the Sustainable
Development Goals by minimising
our impact on the environment.
This contributes to our customers
efforts, to transport and deliver
their products in a manner that is
Sustainable into the future.

As highlighted within the pages of this report, the activities we believe best
support the Group’s core SDGs are:

Employee
engagement practices

Being a leader in health
and safety, utilising a
data driven approach

Flexible working
policies as well as a
range of employment
benefits

Upgrade of
infrastructure and
retrofit projects with
increased resource-use
efficiency.

Implementing
effective waste
management systems
throughout our vessels

Adoption of clean
and environmentally
sound technologies
and processes

Expanding reporting
and engagement with
external stakeholders

Enhancing pollution
prevention systems

Novel and market
leading circular
economy programmes
preventing plastics
from reaching the
oceans.

Irish Continental Group37

Engagement with our stakeholders
We performed a desktop review of our engagement as a business with our key stakeholders and we reacted to the items
that they considered material. On a broad level, most of the issues remain consistent year on year.

We incorporate these topics into the planning and execution of our day-to-day business and output of the reporting of
these issues. Our constant engagement process provides a self-feeding loop of improvement and helps us to adapt to
emerging trends in real time.

A summary of our engagement and key topics covered:

How we engage?

Material items

Linkage to SDG’S

Employees

• One-to-one meetings

• Employee health, safety and wellbeing

• Team meetings

• Diversity, Equality and Inclusion.

• Talent review process

• Training and development

Belonging@ICG

• Rewards and recognition

programmes

• Career development and opportunities

• Succession planning

• Business performance

• Strategic developments

Governments

• Engagement with government

• Policy updates/changes

and state authorities

• Industry associations

• Audits

• Economic growth

• Supply chain sustainability

• Environment and climate

• Ongoing global challenges

• Compliance and engagement

Shareholders

• AGM

• Results/ Performance and forecasts.

• Investor meetings

• Our strategy

• Update with our analysts

• Sustainability strategy

• Publications

• Managing risks (including climate change)

Customers

• Ongoing engagement through

• Co-creation and innovation

commercial teams

• Customer and industry
conferences and events

• Customer surveys

• Health and safety

• ESG platforms

• Company website

• Social media

• Consumer trends and behaviour

• Climate change and carbon footprint

• Product environmental and social impact

• Responsible sourcing including human

rights and traceability

• Cost/ pricing inputs

Suppliers

• Commercial engagement

• Contingency supply Arrangements

• Trade organisations

• Reliability

• Industry conferences

• Health and safety

• ESG supplier engagement

• Responsible sourcing

platforms

• Cost/ pricing inputs

Community

• Charity events

• Local economic development

• Volunteer groups

• Diversity, Inclusion and Belonging

• Human Rights

• Climate change and environmental matters

Strategic Report2023 Annual Report and Financial Statements38

Sustainability and ESG
Continued

Operational Measures
Our short-term decarbonisation efforts
include:

• Increasing the use of onshore

power enabled by FuelEU Maritime
regulations.

• Implementing a green voyage

• Complying with energy efficiency

design requirements (EEDI and EEXI)
under IMO regulations.

• Investing in exhaust gas cleaning

systems to reduce emissions below
mandated levels include significantly
reducing particulate matter.

• Upgrading turbochargers for

improved fuel efficiency.

• Applying non-toxic anti-fouling hull
paints to reduce water resistance.

• Implementing energy-efficient

propeller blades.

• Modification to enable consumption

of alternative fuels.

We continually research and assess the
feasibility of retrofit projects to improve
the emissions performance of our fleet,
ensuring innovative technologies that
are safe and proven effective can be
introduced where appropriate. This
includes;

• Ongoing investment and assessment

of suitable technologies to improve the
existing fleet efficiency, including, air
lubrication systems, we have recently
extended our ongoing collaboration
with a technology provider to test the
suitability of this technology for our
fleet.

program to optimise factors like port
operations, navigation, and speed
management.

• Utilising advanced fleet

management software, S-Insight,
for environmental performance
monitoring and data analytics.

• Real-time vessel performance
monitoring through an engine
power management system,
Kongsberg, enhancing vessel
responsiveness.

• Regular drydocking for hull

maintenance.

• Deploying experienced crews and
efficient port operations teams.

• Continuous improvement of vessel

performance in line with Ship Energy
Efficiency Management Plans
(SEEMPs).

• Researching and trialling accessible
alternative fuels, such as sustainable
biofuels.

Technical Measures
Our long-term decarbonisation
initiatives involve:

• Replacing older vessels with efficient

ones that incorporate the latest
technologies. These will be capital
intensive investments and as such
we will need significant degree of
certainty that our investment will be
successful and cost effective to adopt
these technologies.

Environment

Our vessels
Maritime shipping is recognised as a
challenging sector to reduce emissions.
We pursue our sustainability objectives
through a two-fold approach:
immediate operational measures and
the development and deployment of
new technologies for long-term goals.

Decarbonising our Vessel
Operations
The International Maritime
Organisation (IMO), a specialised
agency of the United Nations
responsible for regulating global
shipping, and the European Union (EU)
have each set decarbonisation goals
for the maritime industry with the
IMO, in 2023, significantly increasing its
ambition, targeting net zero by 2050.

As the maritime industry has unique
challenges arising from the current
lack of proven, accessible alternative
fuels, particularly for large vessels, our
current decarbonisation strategy for
our vessels is focused on achieving our
targets through a range of short-term
operational measures and longer-term
technical measures.

Innovation in Anti-Fouling Paints
In our pursuit of operational
efficiencies, we are
experimenting with a cutting-
edge silicone-based hull coating.
This coating offers ultra-low
friction, improving vessel
performance by deterring fouling
attachment. It’s easy to apply,
with minimal VOC emissions.

Irish Continental Group39

• Collaboration with suitable marine

technology companies participating
in clean energy projects and
innovations.

• Ongoing assessment of adjustments

to vessel structure to improve
efficiency, such as assessing
modifications to a vessel’s hull shape.

Data Gathering
A crucial part of our strategy is
consistent data collection to meet
regulatory requirements. This includes
emissions data verification under
the EU Monitoring, Reporting, and
Verification (MRV) Regulation and the
IMO Fuel Oil Data Collection System
(DCS) reporting.

Decarbonising our Terminal
Operations
In 2023, we achieved a significant
milestone in our terminal electrification
program, with 5 new remote semi-
automated rubber-tyred gantries and
a new ship-to-shore crane, powered
by renewable energy being put into
operation. This marks the completion
of this phase of our strategy, with 80%
of our heavy equipment now electrified
and powered by renewable energy.
The resulting emission reductions
and operational efficiencies will be
substantial, and we will see the results
in the years to come.

The modern cranes are designed for
continuous operation in all but the
most extreme weather conditions,
enhancing reliability. The completion of
this phase is a significant step toward
our Net Zero 2030 goal for our terminal
operations, representing an investment
of approximately €28.7 million over the
last few years. These investments have
increased our capacity by approx. 20%
at our Dublin terminal, thus positioning
these assets at the heart of Dublin Port
growth ambitions which are forecasted
to grow to 77 million gross tonnes
by 2040 as set out in the Dublin Port
masterplan.

We’ve also made strides in reducing
our carbon footprint by replacing
diesel-powered vehicles with battery-
powered ones and investing in electric
infrastructure, including solar panels
and LED lighting.

A summary of our actions over the
last number of years to achieve our
decarbonisation goals are as follows:

• Electrifying our terminals: Since

2017, we have progressively being
pursuing the electrification agenda,
with our current investment
programme totalling €28.7m over
the last few years. As of this year, 80%
of our cranes are now electric.

• Electric infrastructure upgrades-
we have been investing in our
supporting electric infrastructure
with €1.4m invested over the last
number of years.

• Solar panels: we have been able to
add solar panels to our terminal
building providing green electricity
to our buildings.

• LED lighting is installed within our

terminal buildings.

Company cars are being replaced with
electric and hybrid models in line with
replacement cycles. These vehicles are
used by sales and operations staff.

Yard Tugs and Tractors – Over recent
years we have continued to invest
in our yard tug fleet. While diesel
powered, they are some of the most

efficient in class. These new “Euro 5
and above” engines are estimated to
reduce NOx and Particulate matter by
up to 93% from earlier engine types.
There were no commercially viable
greener alternatives to diesel powered
engines on the market that would
suit our operational profile. We are
now seeing this change as a result
we would expect that in due course,
Zero emission technologies will be
deployed. These replacements will be
made in line with our asset replacing
schedule. In terms of an intermediate
step, we are considering the use of
HVO/Biofuels which would further
reduce our emissions.

Our focus now has switched to
reviewing the remainder of our
operations and determining what next
can be done to achieve our net Zero
goal for our terminal operations by
2030.

We are also looking to see how we can
support our customer’s ships stopping
at our terminal, for example it may
be in supporting the deployment of
onshore power in collaboration with
relevant harbour authorities over
the coming years. These would be
multiyear projects that will require the
collaboration of various stakeholders in
our ports including the port authorities,
the government, the electric supply
companies given the infrastructure
required and our customers, our
shipping operators.

Strategic Report2023 Annual Report and Financial Statements40

Sustainability and ESG
Continued

Our Multimodal approach
Passenger Rail and Sail
We are delighted to have partnered
with rail services in Ireland, the UK and
France to offer rail and sail tickets for
passengers travel to these destinations.
For example, these tickets now allow
a connection from any train station in
Ireland to over 2,400 stations in Britain
and indeed onwards to the Europe via
the Eurotunnel or via our Irish French
routes.

Ferries and trains are highly energy-
efficient compared to air travel,
emitting just a fraction of CO2 per
tonne-km.

Container business

By sea, road, rail or barge
Our fast direct container service
between Rotterdam and Dublin
ensures that perishable and urgent
consignments reach market in the
shortest possible time. Operating
between Ireland and Poland in
Northern Europe to Italy in the South,
Eucon’s door to door container services
utilise the excellent European road, rail
and inland waterway networks via the
hub ports of Rotterdam and Antwerp,
utilising a modern container fleet. This
network allows us to offer multimodal
delivery options to our mainland
Europe customers. While we have
flexibility in Europe, we are limited in
our delivery options for our Irish based
operations, we continue to explore
greener alternatives for delivery.

A2 SET OF POSTERS.qxp_Layout 1 10/02/2023 10:56 Page 1

www.eucon.nl

DUBLIN
Breakwater Road South,
Dublin Port, Dublin 1,
D01 W2F5

NETHERLANDS
Reeweg 35, Port No. 2750,
3089 KM Rotterdam,
Netherlands

Heavy Asset Recycling
Cranes
In our terminal operations when our cranes are at the end of their life cycle,
they are decommissioned by specialist contractors who recycle over 98% of
materials from cranes. In 2023, we decommissioned 5 of our older diesel-
powered cranes, rediverting over 800 tonnes of steel for recycling.

Ship disposal
All our ships are EU registered which ensures that at the end of life they
will be scrapped in an environmentally sustainable way in an accredited
shipyard in line with our European regulations. These shipyards will be
accredited to the highest environmental and safety standards. No ships
were scrapped during the year.

Collaboration for Sustainability
In light of the significant challenge,
to decarbonise our industry, we are
delighted to note our participation
with the Smart Freight Centre and
the related Clean Cargo initiatives.
These collaborations are instrumental
in promoting best practices within
our sector, with a specific focus
on transparent and standardised
calculations and reporting of
greenhouse gas (GHG) emissions in
logistics.

Our dedication to sustainability
permeates every facet of our
organisation, spanning from our vessel
operations to our terminal facilities and
multimodal transportation solutions.
We recognise the collective effort
required to drive meaningful change
and are committed to playing our part
in building a more sustainable future
for our industry and the planet.

Irish Continental GroupEmbracing the Circular economy
This shift toward a circular economy in
Europe presents intriguing prospects
for ICG. We have a unique opportunity
to position ourselves within the value
chain by transporting recyclable
materials to prominent recycling
facilities across Europe, where they can
be repurposed and reused.

Already, we are actively involved in
transporting substantial volumes,
approximately 7,780 twenty-foot
equivalent units (TEU) of recyclable
materials from Ireland to cutting-edge
recycling facilities on the continent.
This commitment to facilitating the
repurposing and reuse of materials
is just the beginning. We remain
dedicated to exploring further
opportunities and expanding our role
in the circular economy.

Responsible Resource consumption
Our commitment to environmental
responsibility goes beyond reducing
emissions; it extends to minimising
waste, conserving resources,
preventing pollution, and safeguarding
biodiversity. Given the nature of our
operations, protecting marine life takes
centre stage. We are unwavering in our
efforts to prevent spills and accidental
releases, whether caused by leaks,
adverse weather, or human error.
Accidental releases can occur, but we
resolve to quickly remediate any issues
caused.

At ICG, we have a zero-tolerance policy
for illegal waste dumping at sea. We
diligently utilise high-quality port
reception facilities and collaborate
with ISO-certified waste management
partners to responsibly collect and
treat various types of waste generated
by our vessels and land-based activities.
All our vessels are equipped with oil
recovery systems to collect spent oils
for recycling. Periodic inspections of
our partners’ waste management
facilities ensure compliance with
proper waste treatment and reporting
protocols. Moreover, we prioritise the
use of specialised, TBT-free Marpol-
compliant non-toxic paints, minimising
the release of harmful substances into
the sea.

In line with environmental regulations,
all our vessels carry an Inventory of
Hazardous Materials (IHM) certificate
to demonstrate our commitment to
controlling hazardous materials on
board. We ensure compliance with
both the EU Ship Recycling Regulation
(SRR) and the Hong Kong Convention
(HKC) for the Safe and Environmentally
Sound Recycling of Ships. Rigorous
surveys and inspections are conducted
annually to maintain IHM certification.

At our Dublin offices, we collaborate
with a waste management partner
who employs a combination of Solid
Recovered Fuel (SRF) processing and
Refuse Derived Fuel (RDF) processing.
This approach allows for the recovery
and recycling of metals and processed
waste for alternative fuel and electricity
production, contributing to the circular
economy while reducing landfill usage.
Food and garbage waste generated
on our vessels during voyages is
incinerated ashore for biosecurity
reasons.

In alignment with our commitment
to sustainability, we have joined the
UK Chamber of Shipping pledge to
continuously minimise shipborne
garbage generation and collectively
strive for zero pollution from ships
into the sea, particularly regarding
plastics. As a part of this effort, we have
eliminated all single-use plastics from
our vessels.

To ensure the effectiveness of our waste management practices, each crew
and office department has designated waste management champions.
Their responsibilities include ensuring compliance with waste segregation
procedures, conducting checks at waste segregation areas, and promoting
awareness of responsible consumption practices within their respective
areas. We believe that these collective efforts are essential in minimising
our environmental footprint and upholding our commitment to responsible
resource consumption.

Strategic Report2023 Annual Report and Financial Statements42

Sustainability and ESG
Continued

Water Conservation and Management
Our commitment to environmental
stewardship extends to water
conservation and improved water
efficiency. We prioritise the responsible
use of water resources. We do not
operate in areas of high-water stress,
as defined by the World Resources
Institute Aqueduct tool.
For potable water use, we source
water from certified suppliers and
maintain it on board in certified
sanitary conditions. Routine water
quality testing is conducted in
accordance with onboard policies to
ensure it meets high-quality standards.
Recognising the scarcity of potable
water, we have incorporated water
conservation measures, including
the use of flow controllers. When
regulations permit, we employ
seawater for non-potable purposes,
treating it before safe discharge back
into the sea.

Innovative water management
practices are also implemented at
our Dublin Inland Port facility, which
represents one of our most intensive
water use locations within our
terminals business. We use a container
wash water recycling system that
delivers substantial water savings, with
the potential to reduce freshwater
consumption by up to 90 percent.
This system employs biological and
separation technologies to transform
used and contaminated wash water
into clean, reusable water.

The utilisation of ballast water is crucial
for ensuring the safety and stability of
our vessels. Ballast water management
involves the intake and discharge of
ballast water at different locations to
maintain vessel stability amid changes
in cargo and voyage conditions.
In line with our commitment to
environmental responsibility, we
have made substantial investments
in Ballast Water Tanks installation
projects across our fleet. All ships that
rely on external ballast water now

have these tanks fitted, representing
a significant commitment to
environmental protection. Notably,
vessels like the Dublin Swift and the
Isle of Innisfree do not use ballast water
or use internal tanks, eliminating this
associated risk.

Waste Management
Our waste and consumption volumes
decreased by approx. 6% in 2023, we
maintain a steadfast commitment to
waste reduction and recycling efforts.
Our approach to waste minimisation
involves continuous collaboration
with ship managers and waste
management partners across all our
office locations and served ports.
Together, we implement best practices
to optimise waste management
processes.

Bamboo flooring is present on new and
refurbished Eucon containers. On 31
December 2023, 1248, or approximately
25 percent of the Group’s container
fleet include bamboo flooring. Bamboo
self-regenerates from its roots and
is considered more sustainable
than hardwood trees for its ability to
regenerate quickly.

To promote responsible consumption,
we have made environmentally
conscious choices in our crew
uniforms. These uniforms are crafted
from 95 percent recycled polyester
derived from plastic bottles. In 2023
alone, ICG purchased approximately
1,400 of these garments, equivalent
to recycling 60,000 plastic bottles.
This initiative not only prevents plastic
waste from reaching oceans and
landfills but also underscores our
commitment to sustainability in our
procurement practices.

We try to minimise the number of
deliveries to our vessels through
containerised provisioning, reducing
the environmental footprint associated
with our operations.

Noise Management and
Environmental Management
We are committed to minimising
our environmental footprint, and
this extends to our consideration
of the acoustic environment in the
ports within our transport network.
Recognising the importance of
maintaining a harmonious relationship
with local communities, we take
proactive measures to reduce noise
disturbances.

To ensure the safety of our staff while
simultaneously minimising disruptions
to the broader community, we
equip our operational vehicles with
state-of-the-art alarm technologies
for noise dissipation. Our RTGs are
specifically designed to use “soft”
container landing procedures. This
investment in cutting-edge safety
features underscores our dedication to
both staff well-being and community
harmony.

As part of our ongoing environmental
initiatives, we conduct regular
monitoring of our noise emissions
to ensure that they adhere to local
environmental guidelines. This
proactive approach ensures that we
remain in compliance with established
noise regulations and contribute to a
more peaceful soundscape in the areas
we serve.

We are proud to note that over the
past four years, no noise complaints
have been registered in relation to our
activities. This achievement reflects
our commitment to responsible and
considerate operations that prioritise
environmental and community well-
being.

Irish Continental Group43

Furthermore, the OCEAN Project’s
efforts contribute to the development
of new technologies and standards
that will benefit maritime safety
for years to come. This initiative
exemplifies a mutual beneficial
scenario, fostering progress in the
industry while simultaneously
protecting the environment and
enhancing the safety of maritime
operations.

OCEAN Project

We are delighted to be a founding
partner of the OCEAN Project,
an international initiative aimed
at assessing the causes and
consequences of navigational
accidents, including incidents
involving marine mammals and
floating objects.

The OCEAN Project is a pioneering
effort that delves into, enhances,
tests, and advances navigation
systems and training methods. By
equipping seafarers with a deeper
understanding of their surroundings
and decision-making tools, the
project seeks to empower them to
make informed choices.

In addition to improving navigation,
the project also envisions the
creation of a European navigational
hazard data infrastructure.

This infrastructure will gather and
disseminate multi-source observations
and hazard predictions, particularly in
relation to floating containers and large
aggregations of marine mammals. By
integrating this information into the
existing distributed maritime warning
infrastructure, the project aims to
enhance navigational safety across
European waters.

Upon completion, the consortium
behind the OCEAN Project intends to
transfer this data ecosystem to relevant
European organisations for ongoing
deployment and maintenance. The
potential impact of this project is
substantial—it has the capacity to
significantly reduce the occurrence of
navigational accidents, thereby saving
lives, safeguarding the environment,
and mitigating economic losses.

Strategic Report2023 Annual Report and Financial Statements44

Sustainability and ESG
Continued

People

At ICG, our team is at the core of our
success. We take immense pride in
our high-achieving and customer-
centric workforce. Our workplace
is characterised by trust and
collaboration, where we encourage
our team members to collaborate
vertically, horizontally, across the
organisation. We actively promote
positive challenges to the status quo,
always striving to deliver improved
performance.

Passionate Dedication
Our people are passionate about
their work, and their unwavering
commitment to delivering excellence
is a strategic pillar that underpins our
successful execution of our strategy.

Our Holistic Culture
We are dedicated to providing our
team members with a holistic culture
that encompasses safety, health,
well-being, development, reward,
and recognition. The ICG Social
Committee plays a pivotal role in
fostering a more positive and engaging
work environment. This, in turn,
boosts morale, leading to increased
productivity and alignment of interests.

Continuous Development
We believe in hiring for potential and
ensuring that our team members
reach their full potential through
challenging and meaningful work. As
a “Learning Organisation,” we actively
support a growth mindset through our
Learning & Development Policy and
Talent Review Process. We’ve cultivated
a culture of engagement that nurtures
and supports ongoing development
and upskilling.

Leadership Focus
Leadership is central to our success,
and we have tailored Leadership
Programs for individuals identified
through succession planning. These
programs help them progress within
the organisation and develop into
effective leaders.

Health and Wellbeing
The health and wellbeing of our team
members are of utmost importance.
We support them with flexible work
practices and family-friendly policies.
Throughout the year, we organise
events that not only focus on physical
health but also address the equally
critical aspect of mental health.

Reward and Recognition
To recognise and reward the
dedication and high achievements of
our team, we offer competitive salaries
along with a range of incentives. This
ensures that our team members
feel valued and appreciated for their
contributions to our business.

Reward and recognition are not only
linked to our Talent Review Process but
is actively acknowledged throughout
the year.

Psychological Safety
Psychological Safety and Inclusivity
At ICG, we prioritise creating a safe and
inclusive work environment where our
team members can thrive. We foster
a “speak up” culture, encouraging
everyone to voice their opinions,
challenge the status quo, and express
themselves without fear of retribution.
Respect and dignity are fundamental
principles that underpin all our
business practices.

Empowering Our Team
We have robust policies in place,
including Bullying & Harassment,
Equality, Diversity & Inclusion, Dignity
& Respect, and Whistleblowing, to
provide our employees with the means
to speak up against inappropriate
behaviour or processes. These policies
ensure that every team member has a
voice and a process for addressing any
concerns.

Diversity, Equality and Inclusion
We firmly believe that a diverse
workforce is a key driver of our
competitive edge in the industry. Our
commitment to diversity, equality,
and inclusion runs throughout our
organisation. While our gender ratio
may not yet be perfectly balanced,
we acknowledge that the maritime
industry has historically been male
dominated. We are dedicated
to improving the representation
of women at ICG through policy
enhancements and recruitment
processes.

Progressive Changes
In recent years, we’ve made significant
strides in addressing gender
balance. Our efforts have resulted in
a more balanced representation of
women on our Board, with females
now constituting 33% of our Board
members and across the Group, we
have increased our gender balance
by 2% year on year to 41%. We are
committed to ongoing progress in this
area, recognising the importance of
gender diversity.

Irish Continental Group45

• We keep our safety statements

updated annually, ensuring they
encompass all our policies and
procedures.

• All staff receive training in high-risk

areas.

• Specialised training is provided based

on risk levels.

• We conduct drills and exercises to

assess the efficacy of our systems and
enhance resilience.

Supporting Safety Initiatives
We are proud supporters of the Dublin
Safe Port initiative, a city-wide safety
program aimed at continuously
improving safety culture and practices
for all workers in Dublin Port. This
initiative includes safety awareness
campaigns, training, and other
activities, fostering a safer working
environment for the long term.

International Safety Standards
On our ships, we adhere to the
International Safety Management
System (ISM) code, a globally
recognised best practice in
international shipping.

Inclusive and Safer Work Environment
Our RTG electrification program has
made our cranes safer. These upgraded
cranes can now be controlled remotely
from a secure office-based centre. This
not only enhances safety by eliminating
the need for staff to be in the yard but
also opens opportunities for individuals
who may have been excluded from
these roles.

Diversity and Inclusion

Our commitment

Our guiding principles

Our vision

where everyone can develop in
alignment with ICG’s values of
impartiality, honesty, integrity, and
objectivity.

Our Vision
Our aspiration is to become an
organisation where every individual
feels engaged, respected, and deeply
connected to our collective success. At
ICG, we are dedicated to being a fully
inclusive employer, which includes
supporting our workforce in achieving
a positive work-life balance. To this
end, we facilitate hybrid working
arrangements for our staff, ensuring
that both their needs and our business
objectives are met.

Safety First
Safety is, and always will be, our utmost
priority.

Managing Physical Risks
Given the inherent risks in our
operations, from handling containers
to loading and unloading ships,
ensuring the safety of our staff
and customers is paramount. We
instil a robust safety culture within
our organisation through various
measures:

Diversity & Inclusion
Our Commitment to Diversity &
Inclusion
At ICG, we are unwavering in our
commitment to fostering a positive
working environment where every
employee is respected, valued,
and empowered to reach their full
potential. We firmly believe that
a diverse workforce enriches our
organisation with a wide range of
skills and experiences, enhancing our
creativity and competitiveness.

Our Guiding Principles
To attract, recruit, develop, and retain
the best talent, we have built our
approach on three core principles:

Diversity: We recognise and celebrate
each person as a unique individual.
Our success hinges on our ability
to embrace diversity, valuing every
individual’s contribution. By working
collaboratively, we aim to deliver
exceptional service to our staff and
stakeholders.

Equality: We actively promote equality
of opportunity by removing barriers,
eliminating bias, and ensuring
equitable access for all individuals.

Inclusion: We cultivate a workplace
culture where differences are not
merely acknowledged but cherished.
Our goal is to create an environment

Strategic Report2023 Annual Report and Financial Statements46

Sustainability and ESG
Continued

Efficiency and Safety
Last year, we modernised our digital
booking system for hauliers. Our app-
based system allows for virtual orders
and collections, enabling “Just in Time
arrivals” of hauliers to our terminals.
This has significantly reduced
congestion and idling times in the port
area, enhancing efficiency and safety
for all parties involved.

Health
Our Commitment to Health
The health of our customers,
employees, and contractors is of
utmost importance to us. We are
unwavering in our commitment to
comply with all health regulations
mandated by regulatory authorities.
Our goal is to minimise the risk of
illness within our sphere of operation.

Society
Corporate Social Responsibility (CSR)
At ICG, our commitment to corporate
social responsibility (CSR) remains
unwavering. We take pride in
being active members of the local
communities in which we operate.
Over the past year, we have continued
our support for charitable partners
through our CSR program.

Rigorous Food Safety Measures
Onboard our vessels, we have
implemented Hazard Analysis and
Critical Control Point (HACCP) systems
in all food handling areas. These
systems are designed to identify,
monitor, and control critical points in
food preparation to ensure the highest
standards of safety and hygiene.
We subject ourselves to regular
third-party inspections to validate
the effectiveness of our food safety
protocols, providing an additional layer
of assurance to our customers and
stakeholders.

Support for Dublin Wicklow Mountain
Rescue Team (DWMRT)
ICG has a long-standing partnership
with the Dublin Wicklow Mountain
Rescue Team (DWMRT). This dedicated
team shares our commitment to
the safety of our communities. Irish
Ferries plays a crucial role in assisting
the DWMRT by providing transport
services for rescue dogs, volunteers,
and essential equipment needed for
critical search and training operations
in Ireland.

Dealing with Dangerous Goods
We only transport goods that are
legally classified as dangerous goods
if they meet all international, national
and local laws and guidelines in full,
such as the International Maritime
Dangerous Goods (IMDG) Code. The
potential danger posed by cargo is
assigned a classification based on
various characteristics, such as its
physical and chemical properties,
reactivity and stability, and toxicological
and environmental information. By
implementing special measures, we
ensure that their transport is safe for
our employees, the ship, the cargo and
the environment.

LTIF statistics
Our LTIF (Lost Time Injury Frequency)
statistics are set out in Employee
Health and Safety and Diversity and
Inclusion, our LTIF which measures
the number of recordable workplace
incidents resulting in lost days over a
year per million hours worked saw an
increase of 1.67 LTIF over the period.
The LTIF for land of 8.2 is above our
target thresholds of <5 which is
disappointing. We are working with
our key contractors to investigate the
underlying causes and address these
issues. Our target thresholds are split
over Land and Sea with LTIF on land
<5 and LTIF at sea <3.5. We remain
acutely aware that our workspaces are
inherently high risk and continually
ensure that safety awareness is always
to the forefront of how we operate.

All reported safety incidents are
investigated internally to ensure all
necessary steps are taken to improve
and to prevent reoccurrences. Where
required, we also report incidences to
external authorities and co-operate
fully with any inquiries.

Irish Continental Group47

Local Suppliers: We partner with
local seafood suppliers from Howth,
Irish beef and dairy producers, and
breakfast meat suppliers from counties
Kilkenny and Cork. All our food
products are Origin Green certified,
reflecting our dedication to sourcing
from independently monitored
and verified producers under
Ireland’s pioneering food and drink
sustainability program.

Irish Beverages: We promote Irish
beverages, including both well-known
brands and craft beers and spirits
from smaller producers. Our coffees
are sourced from a Dublin-based
roastery known for its carbon-neutral
production. All coffees and teas served
onboard are fair trade certified.

Local Support: For our new Dover-
Calais route, we work with local UK-
based suppliers, including our coffee
supplier engaged in social projects
supporting farmers in Guatemala,
Tanzania, and Peru.

Wine Selection: Our onboard wines
come from a distributor in Cherbourg,
offering a diverse selection from
large and small French wineries. We
actively promote local French wines
through special wine tasting events
in partnership with our Cherbourg
partner.

Plant-Based Options: We offer a wide
variety of plant-based food and drink
options in all our cafés and restaurants
to cater to diverse dietary preferences.

Our commitment to supporting
local producers and sustainability is
an integral part of our dedication to
offering high-quality experiences to our
customers while contributing positively
to local economies and communities.

Contributions to Good Causes
We extend our gratitude to our
customers who also contribute to
important causes. Onboard our
Irish Ferries vessels, we conduct
collections to support the Royal
National Lifeboat Association (RNLI),
the largest charity dedicated to saving
lives across the seas of the United
Kingdom, the Republic of Ireland, the
Channel Islands, and the Isle of Man.
Additionally, our customers contribute
to the Irish Heart Foundation by
choosing healthy meal options
onboard. A percentage of proceeds
from these specially marked heart-
healthy meals on our menu is donated
to the Irish Heart Foundation.

Support for the Irish Whale and
Dolphin Association
Over the past year, we have continued
to support the Irish Whale and Dolphin
Association in their vital monitoring
work. We provide assistance to the
association by facilitating their onboard
activities, including viewing exercises
aimed at monitoring the behaviour
and populations of whale and dolphin
species around our coastline.

Involvement in St. Patrick’s Festival
ICG proudly supports the St.
Patrick’s Festival in Ireland and offers
transportation services for some of the
participating bands and acts traveling
from the UK to the event. The festival
continues to be a highlight of our
visitors trips to Ireland and a great
event for all the family.

Special Assistance Passengers
At ICG, we are dedicated to providing
assistance to passengers who may
require special support through
our Special Assistance Program.
This program is designed to offer
individualised assistance to passengers
with unique needs, such as reduced
mobility or other special requirements.
Our commitment to inclusivity
includes the following provisions:

Wheelchair Access: We provide
wheelchairs for passengers’ use within
our ports and on our ships to ensure
comfortable mobility.

Dedicated Seating: Our ships
offer dedicated seating areas to
accommodate passengers with special
needs, ensuring a comfortable and
accessible journey.

Specially Adapted Cabins: On the
majority of our cruise ferries, we have
specially adapted cabins designed to
meet the needs of passengers with
unique requirements.

Assistance Animals: Registered
assistant animals are welcome on
our passenger decks, ensuring that
passengers have the support they
need.

Last year, our Disability Officer handled
just under 1,400 customer cases for
special assistance. Each request is
handled with meticulous planning to
anticipate and address the specific
needs of the individual, ensuring
a seamless and accommodating
experience.

Sunflower Lanyard Scheme
One of the special programmes that
we have become involved in, is the
Sunflower Lanyard scheme, being the
first Irish Travel operator to do so. This
discreet lanyard enables our specially
trained crew members to readily
identify passengers who may require
extra assistance, additional time, or
specialised aid. We are committed to
finding innovative ways to ensure that
all customers can enjoy our services
comfortably.

Supporting Tourism and Local
Economies
Irish Ferries collaborates closely with
state tourism agencies in Ireland,
including Tourism Ireland and Fáilte
Ireland, as well as tourism source
markets in Wales (Visit Wales) and
France (Normandy Tourism and
Cotentin Tourism). We are enthusiastic
about showcasing the finest offerings
from our local artisan producers to
delight our customers in our onboard
restaurants. Our commitment to
sourcing local and sustainable
products includes:

Strategic Report2023 Annual Report and Financial Statements48

Sustainability and ESG
Continued

Governance

ICG places a high value on its
reputation and is firmly committed
to upholding the highest ethical
standards in the conduct of its
business activities. The actions and
behaviour of our staff, as well as those
acting on our behalf, are integral to
maintaining these ethical standards.

Competition Policy
At ICG, we are committed to fair
competition and compliance with all
applicable national and international
laws, in particular with regard to
competition, bribery and corruption
law. We seek to ensure compliance
with laws, standards and regulations
using our compliance structures. We
tolerate no violations of these laws and
regulations.

Anti-bribery
We maintain a zero-tolerance stance
against bribery and corruption and
are dedicated to conducting our
business dealings and relationships
professionally, fairly, and with
integrity, regardless of our location.
To counteract bribery effectively, we
have established an Anti-Bribery
Policy that applies to all employees,
partners/directors, agents, consultants,
and contractors. The full policy can
be accessed on our website. We
strictly prohibit all forms of bribery
and business courtesies that may
give the appearance of a bribe. We
have imposed limits and pre-approval
requirements on the amount and
frequency of business courtesies
received by our staff.

In 2023, there were no investigations
initiated by external parties into
allegations of bribery, corruption
or competition laws. We remain
committed to upholding the highest
ethical standards in all our business
activities.

Whistleblowing
At ICG, we are dedicated to upholding
the highest standards of integrity and
transparency in our operations. To
reinforce this commitment, we have
established a Protected Disclosure
Policy, which encourages employees,
board members, shareholders, job
applicants, and individuals who have
previously worked with ICG to report
any genuine concerns they may have.
This policy also ensures protection for
those who make such disclosures.

We are committed to a transparent
and open approach and actively take
measures to identify and address any
instances of modern slavery or human
trafficking within our supply chain,
as outlined in our Supplier Code of
Conduct. ICG and its ship management
service providers regularly undergo
training, including sessions provided
by the United Nations Migration
Agency, to enhance our awareness and
understanding of human trafficking
and labour exploitation.

We are steadfast in conducting our
business honestly and with integrity at
all times. As an employer, it is our policy
to ensure that our business adheres to
all legal requirements governing our
activities at every level of management.
Nevertheless, we recognise that all
businesses may face occasional risks of
activities going awry or unknowingly
harbouring malpractices. We consider
it our duty to take appropriate
measures to identify and address such
situations. By fostering a culture of
openness and accountability, we aim to
prevent such occurrences. You can find
the complete details of our Protected
Disclosure policy on our website. No
disclosures under this policy were
received by the Group during 2023.

Human Rights
At ICG, we uphold the highest
standards of business and ethical
conduct, and we are deeply committed
to respecting internationally
recognised human rights, as outlined
in the Universal Declaration on Human
Rights and the International Labour
Organisation’s Core Conventions.
Our commitment to human rights
is formalised in our Human Rights
Policy and Modern Slavery and Human
Trafficking Policy, which extends to all
ICG employees, contractors, agents,
and business partners. You can
access these policies on our website.
We maintain a strict zero-tolerance
policy against modern slavery, human
trafficking, or the use of child labour
within our supply chain.

In our day-to-day operations, we have
implemented a range of measures
to ensure that modern slavery and
human trafficking do not occur within
our business or supply chains. These
measures include:

• Providing guidance to our

employees to support immigration
and border agency initiatives aimed
at reducing human trafficking. We
also encourage the observation of
unusual behaviour in our ports and
on board our vessels, including signs
of distress or other indicators that
may highlight potential issues. We
promote awareness of this issue
across all Group businesses.

• Collaborating with other companies

and organisations to share
knowledge, best practices, and
learnings, as well as participating in
law enforcement projects aimed at
combating human trafficking and
modern slavery.

• Regularly updating management

and committees on modern slavery
matters to ensure that directors
and key individuals understand
their roles and responsibilities in
preventing modern slavery within
our businesses and supply chains.

• Actively monitoring our initiatives
to prevent modern slavery and
human trafficking by reviewing
reports and alerts from our staff, the
public, and communication with law
enforcement agencies.

Irish Continental Group
49

Our commitment to upholding human
rights and preventing modern slavery
and human trafficking is unwavering,
and we are dedicated to ongoing
efforts to ensure these principles are
upheld throughout our operations and
supply chains.

Taxation
Tax Management
At ICG, we take a balanced and
responsible approach to managing
our tax affairs and associated risks.
Our primary focus is to align our tax
strategies with our business objectives,
ensuring long-term sustainability and
value creation. We are unwavering in
our commitment to complying with all
legal and regulatory tax obligations.

To ensure compliance with our tax
obligations, we have implemented
robust procedures and processes for
tax filing, reporting, and payment.
In cases where uncertainties arise
regarding a specific tax treatment, we
seek advice from qualified external
advisors to make informed decisions.

We are committed to maintaining
a cooperative relationship with tax
authorities and promptly addressing
any expressions of doubt or differences
of opinion that may arise. In the event

of disagreements with tax authorities,
we take a constructive and proactive
approach, working closely with them to
achieve an early resolution.

Our approach to tax planning
is grounded in commercial and
economic activities. We consider
transactions that offer tax efficiencies
through the use of incentives and
exemptions, always in alignment with
commercial operations. In cross-border
transactions, we adhere to the terms
of Double Taxation Agreements and
relevant OECD guidelines. We do not
engage in artificial transactions whose
sole purpose is tax liability reduction.

ICG has a zero-tolerance policy for tax
evasion or the facilitation of tax evasion
by any individual acting on our behalf.
We are committed to upholding
the highest ethical standards in
our tax practices and ensuring full
compliance with all applicable laws
and regulations.

Supplier Relationships
At ICG, we place great emphasis on
cultivating enduring and mutually
beneficial relationships with our key
suppliers and contractors. Central to
these relationships is the alignment
of our suppliers with our ethical
principles.

Our ICG Supplier Code of Conduct
clearly outlines our expectations
for suppliers in areas such as the
environment, ethics, human rights,
and health and safety. You can find
comprehensive details of this code on
our website. We engage with our most
significant suppliers to ensure their
values align with those of ICG.

In our day-to-day operations, we
maintain continuous communication
with our principal contractors,
including port operators and ship
managers. This close collaboration
enables us to work together seamlessly
to develop and execute on our business
priorities, ensuring flexibility and
adaptability in response to evolving
situations.

We uphold strict payment practices
with all our suppliers, regardless of
their size, ensuring that payments
are made within the agreed credit
terms. Depending on the nature of the
contracts, payment may occur upon
delivery or within credit terms of up
to 60 days. This practice reflects our
commitment to treating our suppliers
as strategic partners, fostering trust
and reliability in our relationships.

Task Force on Climate-Related
Financial Disclosures (TCFD)

We set out our disclosures that
are aligned to the Task Force on
Climate-Related Financial Disclosures
framework.

Details of how ICG is making
progress in implementing the
recommendations of the TCFD are
set out below. In addition to the four
key areas of governance, strategy,
risk management and metrics and
targets, a complete Appendix cross
referencing disclosure against the 11
recommendations is included below.

Governance
Climate-related risks and opportunities
are managed and being integrated
as a core component of strategy
and performance from the highest
level of the business. As a leading
maritime transport group, in what is
an increasingly regulated industry, we
recognise how important it is for us
to play a leading role in driving more
sustainable shipping. Our purpose and
strategy are fully aligned to this goal.
Oversight of climate-related issues
is provided by the Board as a whole,

with support from the Audit and Risk
Committee, in particular in relation
to climate risks and opportunities.
In terms of management, we have
dedicated significant resources
to ensuring that climate risks and
opportunities are at the forefront of
day-to-day activities and operations.
Management provides regular updates
to the board on the wider sustainability
agenda. We continue to review the
governance of climate-related risks
and opportunities to ensure our
frameworks evolves with the demands
of the outside world as well as relevant
regulation.

Strategic Report2023 Annual Report and Financial Statements50

Sustainability and ESG
Continued

Strategy
Through our purpose, commitments
to contribute to the UN SDG and from
regulation, ensuring our strategy is
aligned with reduced impact on the
environment is a core component of
our efforts. It is for this reason we have
made significant strides in detailing
our environmental impact over the
past years while also committing to
reducing that impact, with data and
effective governance at the heart of
those steps.

To gain a better understanding of
how climate change might impact
our business, we have qualitatively
reviewed different scenarios occurring
over the coming years. These
assessments looked at potential
physical and transitionary risks of a
changing climate such as flooding
and water stress, as well as the risks
associated with a transition to a low-
carbon economy such as international
climate policy and the impacts of
carbon pricing. As an industry with
stringent environmental-related

regulations, the implications of
regulatory steps have been a core part
of our scenario analyses since before
the introduction of the TCFD.

The analysis evaluated the implications
for ICG’s facilities, fleet and suppliers, as
well as the impacts on our consumers.
The analysis of both physical and
transition risks showed that in both
scenarios there is likely to be some
financial risks which would need to
be managed, but none that would
materially impact our business model.

Risk management
Climate-related risk management is integrated into our enterprise risk management process, as detailed extensively in the
Risk Management section (pages 60-69). The enterprise risk management process is designed to identify, assess, monitor
and report on all risk related to the business. Through the TCFD lens, ICG prioritised the climate risk and opportunity
assessment, and set out the following risks and opportunities related to climate change:

A summary of the main climate related risks is set out:

Type

Description

Potential financial impact

Physical Risks

Extreme weather events

Decreased schedule integrity, asset damage,
increased costs

Metrics and Targets

Schedule
integrity, Gross
margin

Biodiversity loss

Increased cost of goods due to shortages

Gross margin

Carbon emission allowances

Increased costs to maintain service levels

Gross margin

Transition
Risks

Meeting EEXI/EEDI requirements

Asset devaluation, additional capital
investment

EEXI Ratings

Failure of carbon reducing
investments

Poor ESG ratings

Transition
Risks

Unavailable debt financing for
capital projects

Increased costs due to higher carbon intensity

Gross margins

Increase financing costs due to limited debt
options

Achieved ESG
Rating

Increased financing costs

Interest cover

Opportunities

Investment in fuel-efficient capital
assets

Cost reduction, reduced emissions

Opportunities Market leadership and operational

Increased revenues and profits

GHG Emissions
Gross margin

Gross margin

excellence

Irish Continental Group
51

These will be challenging targets
for us to achieve considering our
expansion onto the Dover – Calais
route which significantly expands our
business footprint. We are confident
as we optimise our operations and
new technologies become available
and come online, we will achieve our
targets in due course.

Terminal operations
We have also set the following targets
for our terminal operations:

• 70 percent reduction in Scope 1 and

2 emissions by 2025.

• Net zero Scope 1 and 2 operations by

2030.

Baseline years data
Given the length of time since our
baseline years and the type of data
required, there are challenges to
estimate reliably our carbon metrics
from those years due to the availability
of data. We have made a best estimate
of our footprint from our baseline years
based on best available data.

Our Progress to date
For our vessel targets, we are
measuring our performance against
baseline targets using intensity metrics
that are based on using “RoRo units”
carried for the RoRo fleet (RoRo
Fleet: gC02/ RoRo Units/ NM) and
TEU’s carried for the Container Fleet
(Container Fleet: gC02/ TEU’s/ NM). Our
current progress is set out below. Our
performance on Ro Ro’s has improved
slightly to 39% while our intensity
values for our container vessels has
decreased to 46%, the decrease is
driven by decreased load factors in
2023 compared to 2022.

On our 2050 absolute reduction
ambitions of 50% from our 2008
baseline, it will only be when our
propulsion technology changes that
we will achieve meaningful progress
on this metric, given the growth of our
business since 2008 and our resulting
expanded GHG footprint.

Progress towards achievement of our targets

Shipping

RoRo
Fleet

Cargo
Fleet

Terminals

2030
Target

2025
Target

39%

46%

37%

52%

Achieved

To achieve

61%

54%

63%

46%

100%

Metrics and targets
Over the past number of years, we
have commenced collection and
disclosure of a range of measures
used to assess and manage climate-
related risks and opportunities. We
have disclosed our scope 1 and scope
2 emissions and intend to develop
our reporting to disclose our scope 3
emissions over time. ICG also adheres
to limits on sulphur content of fuel
oils, in relation to sulphur oxide (Sox)
emissions from the shipping sector,
investing approximately €25 million on
the installation of exhaust gas cleaning
systems (EGCS) in our owned and
operated fleet.

Targets
Vessel operations
Our targets are based on the IMO
(International Maritime Organisation,
a UN body) 2018 specific targets. We
note the updated 2023 strategy on
reduction of GHG emissions from ships.
We are still in the process of assessing
the impact of this updated ambition
for ourselves.

For 2023, our targets were based on the
2018 IMO ambition:

• 40 percent reduction in carbon

intensity from shipping operations
by 2030 compared to 2008 levels.

• 50 percent reduction of all GHG

from shipping operations by 2050
compared to 2008 levels.

The IMO’s strategy to achieve these
goals is to require ever greater levels of
efficiency standards from the global
fleet. As our starting point we aim to
be compliant with all these initiatives
over the coming years and will work
to achieve the ever-greater levels of
technical efficiency requirements
set in the years to come. We expect
these initiatives on their own will have
a significant impact on our carbon
intensity target for 2030. We have
set the operational and technical
measures that we are employing to
further achieve these goals in the
report above.

Strategic Report2023 Annual Report and Financial Statements52

Sustainability and ESG
Continued

Terminals Decarbonisation plan progress
On our terminal 2025 reduction targets, we have achieved approx. 52% of the target required to date, 14% of which was
achieved during 2023. To achieve our 2025 goal, we are investigating the use of biofuels in our yard tractors, the other major
component of our terminal carbon footprint, the major barrier being security of supply and cost. It is only as a last resort that
we will consider a carbon offsetting programme to achieve our target.

Task Force on Climate-Related Financial Disclosures Appendix

Governance

Strategy

Risk Management

Metrics and Targets

Disclose the organisation’s
governance around
climate related risks and
opportunities.

Recommended Disclosures

(a) Describe the board’s
oversight of climate-related
risks and opportunities.

Refer to
Task Force on Climate-
Related Financial
Disclosures (page 49)

Managing Climate Change
Risks (pages 63-64)

Group Strategy and
Corporate Governance
(pages 49, 63 and 81)

(b) Describe management’s
role in assessing and
managing climate-related
risks and opportunities.

Refer to
Managing Climate Change
Risks (pages 63-64)

Disclose the actual and
potential impacts of
climate-related risks and
opportunities on the
organisation’s businesses,
strategy, and financial
planning where such
information is material.

(a) Describe the
climate-related risks
and opportunities the
organisation has identified
over the short, medium,
and long term.

Refer to
Task Force on Climate-
Related Financial
Disclosures (page 49)

Managing Climate Change
Risks (pages 63-64)

(b) Describe the impact
of climate related risks
and opportunities on the
organisation’s businesses,
strategy, and financial
planning.

Refer to
Task Force on Climate-
Related Financial
Disclosures (page 49)

Managing Climate Change
Risks (pages 63-64)

Disclose how the
organisation identifies,
assesses, and manages
climate-related risks.

Disclose the metrics and
targets used to assess
and manage relevant
climate-related risks and
opportunities where such
information is material.

(a) Describe the
organisation’s processes for
identifying and assessing
climate-related risks

Refer to
Task Force on Climate-
Related Financial
Disclosures (page 49)

Managing Climate Change
Risks (pages 63-64)

(b) Describe the
organisation’s processes for
managing climate-related
risks.

Refer to
Managing Climate Change
Risks (pages 63-64)

(a) Disclose the metrics
used by the organisation to
assess climate related risks
and opportunities in line
with its strategy and risk
management process

Refer to
Task Force on Climate-
Related Financial
Disclosures (page 49)

Managing Climate Change
Risks (pages 63-64)

(b) Disclose Scope 1, Scope
2, and, if appropriate, Scope
3 greenhouse gas (GHG)
emissions, and the related
risks.

Refer to
Task Force on Climate-
Related Financial
Disclosures (page 49)

Environmental Data (pages
55-56)

(c) Describe the resilience of
the organisation’s strategy,
taking into consideration
different climate-related
scenarios, including a 2°C or
lower scenario.

(c) Describe how processes
for identifying, assessing,
and managing climate-
related risks are integrated
into the organisation’s
overall risk management.

(c) Describe the targets
used by the organisation
to manage climate-related
risks and opportunities
and performance against
targets.

Refer to
Task Force on Climate-
Related Financial
Disclosures (page 49)

Managing Climate Change
Risks (pages 63-64)

Refer to
Risk Management (pages
60-69)

Refer to
Metrics and targets (page 51
and pages 55-56)

Managing Climate Change
Risks (pages 63-64)

Irish Continental Group53

EU Taxonomy

Background
The EU Taxonomy (Taxonomy
Regulation (Regulation (EU) 2020/852))
goal is to create a “definition” of
what is considered environmentally
sustainable for a business and allow for
a redirection of capital flows to more
sustainable economic activities. At its
most basic form, the taxonomy creates
a list of economic activities and then
sets out a list of criteria/ standards
that each activity must achieve to be
taxonomy aligned and be deemed
to be environmentally sustainable.
Transport including maritime transport
has been included in the list from
the start, recognising its importance
to wider economy and its potential
impact on the environment. The Group
has voluntary applied the requirements
of the EU Taxonomy Regulation and
provided the necessary disclosures.

The EU Taxonomy is a classification
system for environmentally sustainable
economic activities and covers the
following six environmental objectives:

1. Climate change mitigation

2. Climate change adaptation

3. The sustainable use and protection

of water and marine resources

4. The transition to a circular economy

5. Pollution prevention and control

6. The protection and restoration of

biodiversity and ecosystems

The process to calculate the disclosures
requires us to:

1. identify what activities are eligible

and non-eligible under the
taxonomy meaning whether our
businesses are included on the
taxonomy list or not.

2. assess whether the technical

criteria or standards set out in the
legislation for each activity is met
by the business for example one of
the key criteria of activity 6.10 ‘Sea
and coastal freight water transport,
vessels for port operations and
auxiliary activities’ are whether
the ships in use have Zero tail pipe
emissions.

3. assess the criteria for no significant

harm done to any of the other
objectives while also ensuring the
minimum safeguards are met. These
are discussed in further detail below.

As the reporting practice develops and
expands, we will review and update
the reporting of taxonomy-eligible
KPIs and related accounting policies
accordingly.

Our Economic Activities
We examined the relevant taxonomy-
eligible economic activities under the
Delegated Regulation on the basis of
our activities as a Ro-Ro Ferry operator
and container shipping company
(and related Terminal activities). All
integrated services necessary to
and dependent on the operation of
vessels for the combined transport
of freight and passengers on sea or
coastal waters are also considered. This
includes service activities incidental to
water transportation such as; on board
passenger services, group stevedoring
services and door-to-door container

transport services that are component
activities embedded within our sea
transport offerings to customers. This
business activity aligns itself to activity
6.10 Sea and coastal Freight including
passenger activity. We have primarily
screened for climate change mitigation
technical screening criteria when
assessing our economic activities.

None of the Group’s activities
are “aligned” for the remaining
environmental objectives of
Sustainable use and protection of
water and marine resources, Transition
to a circular economy, pollution
prevention and control, protection
and restoration of biodiversity and
ecosystems. This means that our
business activities are not listed on the
areas targeted under these objectives.

We have assigned our activities to
the following economic activities in
accordance with Annex I and II of the
Climate Delegated Act.

The following table shows the environmental objective to which the activities are
relevant:

Climate
Change
Mitigation

Climate
Change
Adaption

Protection
of water
and marine
resources

Circular
Economy

Pollution
Prevention

Restoration
of
Biodiversity

Yes

N/a

Economic Activity

6.10 Sea and
coastal freight
including
passenger
activity

Taxonomy Disclosures

Activity

6.10 Sea and coastal freight
including passenger
activity

Proportion
Taxonomy
eligible

Proportion
Taxonomy
non eligible

Proportion
Taxonomy
Aligned

Proportion
Taxonomy
Non Aligned

Total ‘M

Turnover

Capex

Op ex

572.0

54.1

503.6

100%

Strategic Report2023 Annual Report and Financial StatementsTurnover
Turnover consists of Total operating
revenues. See the Consolidated Income
Statement (page 122) in our Annual
Report alongside note 4 for details of
the Groups revenue generation. The
associated critical accounting policies
are set out in note 2 of our Annual
Report.

Capex
Capex consists of additions to fixed
assets and right-of-use assets. See
note 12 of the Consolidated financial
statements.

Opex
Opex consists of Total operating
expenses. See the Consolidated
Income Statement (page 122) of our
Annual Report. The associated critical
accounting policies are set out in note
2 of our Annual Report.

Sustainability and ESG
Continued

OpEx KPI
The amounts reflecting direct non-
capitalised costs relating to short-
term leasing, maintenance and
repair expenses and any other direct
expenditures relating to the day-
to-day servicing of Group assets or
third parties to whom the activities
are outsourced that are necessary to
ensure the continued and effective
functioning of such assets were
considered for the denominator
calculation.

The numerator is derived from an
analysis of the operating expenses
associated with Taxonomy-eligible
activities. As with our turnover, 0% of
eligible OpEx is aligned.

CapEx KPI
The capital expenditures amount to
€54.1 million, comprising strategic and
maintenance capital expenditures.
The sum of the additions that reflect
investments in Taxonomy-eligible
activities forms the numerator. As with
our turnover, 0% of eligible CapEx is
aligned. Notwithstanding for example
the work carried out on electrification
of the terminals and the impact this
has had on reducing our carbon
footprint, our interpretation of the
taxonomy legislation this expenditure
is not eligible for inclusion.

EU Taxonomy Accounting policies
The taxonomy KPIs are calculated as
followed:

• Taxonomy revenue KPI = Eligible

revenue / Total revenue

• Taxonomy opex KPI = Eligible opex /

Total opex

• Taxonomy capex KPI = Eligible capex
(additions) / Total capex (additions)

Turnover KPI
The total turnover of €572.0 million for
the financial year ending 31 December
2023 is the basis for the denominator
for the turnover KPI as presented in the
Consolidated Income Statement.

Assessment of Eligible activities
The Group determines it has
Taxonomy-eligible undertakings in
accordance with activity 6.10 ‘Sea
and coastal freight water transport,
vessels for port operations and auxiliary
activities’ (Annex I: climate change
mitigation/ Annex II: climate change
adaptation).

All integrated services necessary to
and dependent on the operation of
vessels for the combined transport
of freight and passengers on sea or
coastal waters are also considered
eligible and are therefore included
within the reported metrics below. This
includes service activities incidental to
water transportation such as; on board
passenger services, Group stevedoring
services and quay-to-door container
transport services that are component
activities embedded within our sea
transport offerings to customers. As
a result, 100% of our operations are
deemed eligible.

Assessment of Aligned Activities
We have assessed the substantial
contribution criteria for both the
climate change mitigation criteria,
as set out in the delegated acts. We
have found that none of the eligible
activities are aligned given the various
technical criteria tests. Given the age
of our vessels, notwithstanding the
significant investments made, for
example the installation of scrubbers
to improve their technical ability
minimising the output of sulphur and
other particulate matters, they do not
meet the technical criteria set out in
the delegated acts for mitigation or
adaption.

Irish Continental Group55

Metrics and tables

The following represents our data, the operations included, represents all assets and operations that ICG have operational
control for the year ended 2023.

Environmental Data
Shipping Operations

Topic

Relevant Metric

2023

2022

2021

Unit of measure

SASB Reference

Greenhouse
gas emissions

Gross global Scope 1
shipping emissions

544,663

519,082

399,796

Total energy consumed

6,960,046

6,665,199

5,111,364

Percentage heavy fuel oil

76.91%

62.99%

75.97%

Metric tons (t)
CO2-e

TR-MT-110a.1

Gigajoules
(GJ)

Percentage
(%)

TR-MT-110a.3

Average Energy Efficiency
Design Index (EEDI) for new
ships

N/a

TR-MT-110a.4

Air quality

NOx (excluding N20)

11,242

10,614

7,882

Metric tons (t)

TR-MT-120a.1

Ecological
Impacts

Workforce
health and
safety

Business
ethics

SOx

Particulate Matter (PM10)

Shipping duration in marine
protected areas or areas
of protected conservation
status

Percentage of fleet
implementing ballast water
exchange

Percentage of fleet
implementing ballast water
treatment

Number of spills and releases
to the environment

Aggregate volume of
spills and releases to the
environment

Lost time incident rate from
seafaring operations

Number of calls at ports
in countries that have
the 20 lowest rankings in
Transparency International’s
Corruption Perception Index

Total amount of monetary
losses as a result of legal
proceedings associated with
bribery or corruption

1,177

711

830

448

623

396

Metric tons (t)

TR-MT-120a.1

Metric tons (t)

TR-MT-120a.1

Number of
travel days

TR-MT-160a.1

100%

94.12%

100%

68.75%

29.41%

Percentage
(%)

TR-MT-160a.2

Nil

Number

TR-MT-160a.3

0.01

Cubic meters
(m3)

TR-MT-160a.3

2.2

0.8

1.0

Rate

TR-MT-320a.1

Nil

Number

TR-MT-510a.1

€Nil

Euro

TR-MT-510a.2

Strategic Report2023 Annual Report and Financial Statements56

Sustainability and ESG
Continued

Topic

Relevant Metric

2023

Number of marine casualties

Accident
and safety
management

Activity

Nil

Percentage classified as very
serious

Number of port state
detentions

Number of shipboard
workers

Total distance travelled by
vessels

2022

2021

Nil

Unit of measure

SASB Reference

Number

TR-MT-540a.1

Percentage
(%)

TR-MT-540a.1

Number

TR-MT-540a.3

720

725

501

Number

TR-MT-000.A

1,017,471

996,292

824,132

Nautical miles
(nm)

TR-MT-000.B

Operating days

4,430

4,450

3,744

Days

TR-MT.000.C

Deadweight tonnage

125,739

121,039

100,485

Number of vessels in total
shipping fleet

Owned

Chartered in

Number of vessel port calls

14,234

14,089

Twenty-foot equivalent (TEU)
capacity (Container fleet)

4,890

5,462

6,423

5,502

Deadweight
tons

TR-MT-000.D

Number

TR-MT-000.E

Number

TEU

TR-MT-000.F

TR.MT.000.G

Land Based Operations

Relevant Metric

Scope 1 emissions from land based operations

Scope 2 emissions from land based operations

Located based

Market based

Total Scope 1 and 2 emissions from land based
operations
(Using Market based scope 2 emissions)

Total energy consumed

Percentage renewable

Overall Group

Relevant Metric

2023

2,752

2,138

104

2,825

2022

2,890

2021

3,117

Unit of measure

Metric tons (t) CO2-e

2,252

Nil

2,890

2,388

Metric tons (t) CO2-e

Nil

3,117

Metric tons (t) CO2-e

66,347

69,268

74,373

Gigajoules (GJ)

43.95%

43.59%

43.21%

Percentage (%)

2023

2022

2021

Unit of measure

Gross Global Scope 1 emissions

547,415

521,985

402,913

Metric tons (t) CO2-e

Gross Global Scope 2 emissions
(Using Market based scope 2 emissions)

104

Metric tons (t) CO2-e

Total Scope 1 and 2 emissions

547,519

522,016

402,995

Metric tons (t) CO2-e

Total fuel consumed

Total energy consumed

Waste

Total municipal Solid waste

Total waste and oil sludge

171,911

163,410

126,519

Metric tons (t)

7,026,946

6,735,200

5,187,201

Gigajoules (GJ)

9,465

6,198

11,571

5,226

7,736

4,144

Cubic metres (Cm)

Total Freshwater consumption

107,746

107,374

64,680

Cubic metres (Cm)

Total Water discharge

107,746

107,374

64,680

Cubic metres (Cm)

Irish Continental Group57

Social: Employee Health and Safety and Diversity and Inclusion
Safety Data

2023

2022

2021

Incidents

Exposure
hours

Lost Time
Injury

Frequency Fatalities Incidents

Exposure
hours

Lost Time
Injury

Frequency Fatalities Incidents

Exposure
hours

Lost Time
Injury

Frequency Fatalities

ICG
employees
and visitors

Key
contractors
Total

536,400

1.9

6,208,998

22 6,745,398

3.4

3.3

2023

8.2

2.2

LTIF on land

LTIF at sea

Employee Statistics

Total number of employees

Male

Female

% Female

Full time

Part time

% Part Time Female

Board members

Male

Female

% Female

Management staff

Male

Female

% Female

Total number of new employee hires

Total number of departures

Turnover rate

Male

Female

0 595,200

5,684,380

10 6.279,580

1.76

1.59

2022

4.6

0.8

595,200

1.7

7 3,627,720

8 4,222,920

1.9

2021

4.6

1.0

31 Dec 2023

31 Dec 2022

31 Dec 2021

288

168

120

41%

272

83%

33%

22%

10.7%

12%

290

177

113

39%

271

83%

33%

22%

16%

8.5%

13%

284

173

111

39%

260

83%

17%

21%

16%

19%

13%

Strategic Report2023 Annual Report and Financial Statements

Sustainability and ESG
Continued

Key Terms, Definitions and Commentary

Terms

Definitions

Commentary

Scope 1 emissions Direct GHG emissions from
sources that are controlled
by the Group.

Scope 2
emissions

GHG emissions from the
generation of purchased
electricity consumed by the
Group.

Location based (CO2e):

Market based (CO2e)

CO2-e

Carbon dioxide equivalent
units.

NOx

Nitrogen Oxides

SOx

Sulphur Oxides

PM10

Particulate matter

The Group determines its Scope 1 emissions boundary in line with
the Greenhouse Gas Protocol (GHG Protocol) using the principle of
operational control. In establishing assets under operational control,
consideration is given to the length of any charter arrangements,
the responsibility for the purchase and consumption of the fuel and
the responsibility for the operational activity of the asset being used.
CO2 emissions from shipping are calculated using emission factors
referenced in IMO Resolution MEPC 245 (66) 2014 “Guidelines on
the method of calculation and the attained Energy Efficiency Index
(EEDI) for new ships”. Scope 1 emissions from land-based activities
are calculated in line with GHG Protocol calculation tools.

There are some locations which are leased and have bundling
arrangement on some costs, which means that activity-based data
are not always available. We expect data availability to improve in
the future.

Scope 2 emissions are calculated in line with the GHG Protocol.

All indirect emissions related to purchased energy; electricity or
heating/cooling where ICG has operational control as defined by
the Greenhouse Gas Protocol – calculated based on the emission
intensity of local grid area where the electricity usage occurs.

All indirect emissions related to purchased energy; electricity or
heating/cooling where ICG has operational control as defined by
the Greenhouse Gas Protocol – calculated based on electricity
consumption including contractual purchases of renewable energy

CO2-e includes direct CO2 emissions plus emissions of other
gases converted to CO2 based on their equivalent global warming
potential.

NOx emissions from shipping are calculated using guidance from
the NOx Technical Code and MARPOL Annex VI Regulation 13,
Nitrogen Oxides (NOx). Emissions from land-based activities are
calculated in line with GHG Protocol calculation tools.

SOx emissions are calculated by fuel-based emission factors. For
vessels with exhaust gas cleaning systems (EGCS), a reported SO2/
CO2 emission ratio is used to determine the level to which the
sulphur content has been scrubbed down. Group SOx emissions
have significantly reduced since the installation of exhaust gas
cleaning systems.

The mass of PM10 is calculated by means of an energy-based
emission factor depending on engine type, engine tier and type of
fuel consumed. Default emission factors proposed by the Fourth
IMO GHG Study July 2020 were applied.

Lost Time
Incident Rate

Lost time incidents per 1
million hours worked

A lost time incident is an incident that results in absence from work
beyond the date or shift when it occurred.

Irish Continental Group59

Terms

Definitions

Commentary

Marine Casualties

Shipboard
workers

Operating days

Shipping
duration in
marine protected
areas or areas
of protected
conservation
status

Ballast water
exchange

Ballast water
treatment

The reported marine casualties in 2023, related to incidents that
occurred during operations, resulting in some light damage to our
ships. None were deemed serious.

The Group discloses an average number of shipboard workers per
vessel across operating vessels per year. Shipboard workers have
remained consistent year on year.

Operating days have remained consistent year on year.

An event, or sequence of
events, that occurs directly
in connection with the
operations of a ship and
results in death, serious
injury or loss of a person
from a ship or material
damage to a ship, collision
of a ship or material damage
to marine infrastructure
external to a ship or to the
environment.

Those who work on aboard
operated vessels (including
direct employees and
contractors)

The number of available
days in a reporting period
minus the aggregate
number of days vessels are
off-hire due to unforeseen
circumstances

The number of days in
Marine protected areas.

*We currently do not have the technology to measure this
accruately, we aim to do so in future years.

The number of vessels who
have implemented Ballast
water exchange onboard
over the total fleet.

All our vessels have Ballast water exchange on board.
Vessels like the Dublin Swift and the Isle of Innisfree do not use
ballast water or use internal tanks as a result have no requirement
to deploy this technology.

The number of vessels who
have implemented Ballast
water treatment system
onboard over the total fleet
number.

During the year, the last remaining vessels who are capable of
implementing a Ballast water treatment system had them installed.
Vessels like the Dublin Swift and the Isle of Innisfree do not use
ballast water or use internal tanks, eliminating this associated risk
with foreign species transfer across locations.

Strategic Report2023 Annual Report and Financial Statements60

Risk Management

Overview
Exposure to risk is an inherent
element to carrying out the business
activities of the Group. Effective risk
management and internal control
systems are essential to protect the
Group from exposure to unnecessary
risks and to ensure the sustainability of
the Group’s business into the future.

The Board has overall responsibility for
establishing procedures to manage
risk, oversight of the internal control
framework and determining the
nature and extent of the principal risks
that the Group is willing to accept
in order to achieve its long-term
objectives.

The Board has delegated the oversight
and appraisal of the Group’s risk
management and internal control
systems to the Audit and Risk
Committee. The Audit and Risk
committee reviews and monitors
the effectiveness of the Group’s risk
management and internal control
systems throughout the year. This
assessment is carried out through the
review of reports and presentations
made by the Risk Management
Committee (RMC) and by Group
Internal Audit. The committee
chairman reports to the Audit and
Risk committee with an overview of
its activities and conclusions. Further
information on the Audit and Risk
Committee activities is set out in the
Audit and Risk Committee report
(pages 91-95).

Risk Management Governance Framework

Board of Directors
The Board has overall responsibility for the management of risk and the
oversight of the internal control framework which are designed to identify,
mitigate and determine the nature and extent of the principal risks the
Group is willing to accept in order to achieve its long-term objectives. The
Board has created a culture of risk awareness throughout the organisation
whereby risk consideration is embedded in the decision-making processes.

Audit and Risk Committee
Responsibility has been delegated to the Audit and Risk Committee by the
Board to provide oversight of the Group’s risk management and internal
control systems. It reviews and monitors the effectiveness of the Group’s
risk management and internal control systems throughout the year and
then reports back to the board periodically on the work it has carried out.
See Audit and Risk committee report (pages 91-95) for a full overview of the
activities of the committee during the year.

Risk Management Committee
The Risk Management Committee (RMC) established by the Group
comprises senior members of management from across the three lines of
defence, including Board representation. With its mandate from the Board
and Audit and Risk committee, the RMC is tasked with;

• Making appropriate recommendations to the Board on all significant

matters relating to the development of risk strategy and processes of the
Group.

• Keeping under review the effectiveness of the Group’s risk management

systems.

• Reviewing the Group’s risk exposures in relation to the Board’s risk

appetite.

• Maintaining a robust Group Risk Register and ensuring risks are identified

comprehensively and assessed consistently across classified risk areas.

Executive Management
Executive management is responsible for the effective operation of internal
controls, designed to manage and mitigate the Group’s principal risk and
uncertainties. Risk consideration is embedded within the decision-making
process.

1st Line of Defence

2nd Line of Defence

3rd Line of Defence

Management Controls

Financial Control

Internal Audit

Internal Control Measures

Risk Management

Monitoring

Compliance

The ﬁrst line of defence rests
with management acting
through their staffs who are
responsible for the design,
implementation and
monitoring of internal control
measures within their
respective business areas.

The second line of defence
comprises of oversight
functions such as Group
Finance and Group Marine
and Safety. These functions
are involved in policy setting
and provide assurance over
ﬁrst line activities.

The third line of defence
consists of the Group Internal
Audit function, which performs
independent oversight of the
ﬁrst two lines and reports
directly to the Audit
Committee on matters of
internal control, compliance
and governance.

Irish Continental Group
61

M
o
n
i
t
o
r
i
n
g
a
n
d
R
e
v
i
e
w

n
o
i
t
a
t
l
u
s
n
o
C
d
n
a
n
o
i
t
a
c
i
n
u
m
m
o
C

Scope, Context, Criteria

Risk Assessments

Risk Identiﬁcation

Risk Analysis

Risk Evaluation

Risk Treatment

Recording and Reporting

including the use of an identification
tool guiding risk assessors through
several internal and external factors
in identifying potential barriers to
respective objectives. Risks are assigned
to risk owners with responsibility for
the activity generating the risk. Where
a risk contains multiple causes and
consequences, risk owners are required
to collaborate in performing a cause
and consequence analysis.

Risk owners are ultimately responsible
for the completion and maintenance of
risk assessments across their respective
risk areas. Risks are measured in terms
of the likelihood of occurrence and
estimated impact using a standardised
scoring model. All evaluations are made
from a Group perspective and are
relative to Group risk appetite. Guidance
tools are in place to ensure Group-wide
consistency is achieved across risk
assessments.

Existing control measures are
documented and assessed within the
risk assessment forms in determining
residual risk scores. All risk assessments
are reviewed by members of the RMC
before they are released to the Group
Risk Register. The RMC and risk owners
can prescribe the implementation of
further control measures at the review
stage.

The Group Risk Register is the central
online repository for documenting,
assessing and prioritising risks, and
for documenting and prescribing

control measures. The Register forms
a significant portion of the Group’s risk
management process. The Group Risk
Register is reviewed on a regular basis
by the RMC.

Any necessary changes to the Group
Risk Register are made throughout the
year and can be prompted by;

• The occurrence of a risk event.

• The identification of new emerging
risks or as circumstances of existing
emerging risks change.

• Quarterly RMC meetings.

• Internal Audit or regulatory reviews.

• Annual risk owner reassessment.

• Changes in Key Risk Indicator

measurements.

• New risk assessments completed

within business area teams.

Risk information within the Group Risk
Register is analysed and forms the basis
for reporting principal risks to the Board
and the Audit and Risk Committee for
review and approval. A presentation
of the Group’s principal and emerging
risks is made to the Board at least
annually or more frequently if
warranted by developments. At these
presentations, the Board challenges the
RMC in their processes and evaluations
of the principal and emerging risks
identified in the context of the Group’s
own risk policy, risk appetite and
general market developments both
within and outside the industry sector.
Key Risk Indicators are in place for

Risk Management process
The Group follows international
standard ISO 31000 (2018) ‘Risk
Management – Guidelines’ in
designing its risk architecture,
strategy and protocols (RASP). The
Group adopts an Enterprise Risk
Management (ERM) system that
takes a unifying, broad and integrated
approach to managing risks and aligns
risk management to the achievement
of strategic objectives. Roles,
responsibilities, risk management
policy, objectives and process
overviews are documented within the
Group’s Risk Code.

Risk Management Process -
Assessments and Monitoring
The execution of the Group’s Risk
Management Process from an
operation level is led by the RMC with
strategic input from the Board and
the Audit and Risk committee. The
Board sets the Group’s risk appetite
for classified risk areas. Risk appetite is
communicated through the adoption
of Risk Appetite Statements. These
statements, along with internal
capabilities, resources and industry
factors provide context to how the
Group’s strategy is pursued and to
which risks are assessed. Stakeholder
views with respect to climate and ESG
issues, are considered by the Board in
setting appropriate appetite levels. An
overview of the Group’s climate risk
framework is set out in the section Task
Force on Climate-Related Financial
Disclosures. The Board has a low
acceptance for risks that may impact
safety of vessels, workers, customers
and compliance with relevant laws and
regulations.

The Group wide nature of the
risk assessment and monitoring
process, requires collaboration
across departments and divisions
within the Group. Each business
owner is responsible for ensuring
comprehensive risk identification and
assessment is carried out covering
their sphere of responsibility. Risks
are identified through various means,

Strategic Report2023 Annual Report and Financial Statements

security through a blended model
of inhouse expertise and the use of
best-in-class Managed Security Service
Providers (MSSPs), which allows our
organisation to benefit from the scale
and expertise required to address the
evolving threat landscape.

A culture of cyber security awareness is
actively promoted at ICG. All employees
and contractors requiring the use of
our systems must complete regular
security training, which highlights and
reinforces their own roles in protecting
the organisation from phishing and
other cyberthreats. Employees have
a mandate to report any suspicious
activity through established channels.
Simulated phishing campaigns and
incident reporting statistics are used to
gauge the effectiveness of the security
awareness training program.

As a nominated critical national
infrastructure provider in Ireland, the
Group benefits from the interactions
with the Irish National Cyber Security
and participates in workshops and
simulated events. The Group also
participates in sectoral forums where
interests of the sector are advanced.

Risk Management
Continued

highly ranked individual risks at the
residual level, to ensure exposure levels
are monitored, flagged to the Board
and corrective actions are taken in
order to minimise the effects on the
groups business.

The annual Board and Audit and
Risk Committee agendas include
a series of updates from executive
risk owners in relation to the Group’s
principal risks. These comprehensive
updates include the history of the risk
to date, key mitigating actions and
controls, an outline of the residual risk
and any future actions planned to
address perceived or potential control
weaknesses.

travel delays and disruption. Other
significant trends that are a constant
in our industry and remain front
of mind are the environmental
and climate risk driving increased
corporate accountability together with
technological advancements, GDPR
and competition risks.

Managing Cyber Security
As we deploy progressively more
advanced technology to support our
business, we face an ever-evolving
cyber threat landscape. At ICG, we are
acutely aware of our responsibility to
protect systems and our customers
information from both internal and
external interference.

Emerging Risks
Risk monitoring is an ongoing process
due to the dynamic nature of the
environment in which the Group
operates. Three types of emerging risks
can arise:

1. New risks that emerge in the Group’s

external environment. These are
identified through the ongoing
Group risk identification process.

2. Previously identified risks recorded
in the Group Risk Register whose
impact on Group activities has
changed or evolved, prompting a
reassessment.

3. New risks emerging from the

internal environment when changes
to core processes are made. These
are identified when undertaking
new projects or engaging with new
business partners.

Emerging risks are closely monitored
and assessed as their uncertain nature
can result in the risks becoming
significant within a short timeframe.
The emerging risks we see are
previously identified risks, evolving
in nature. Emerging risks currently
under review at the date of this report
relate to local governments proposed
additional regulations over seafarer
working conditions, global security
and the related impact on supply
chain, increased documentation
requirements for travel to and from
the UK/ EU, leading to potential

The Board of ICG addresses
cybersecurity risk in the context
of its general risk management
framework, with cyber security
continuing to be identified as a key
risk. Given its strategic importance
to the organisation, the board is
informed on cyber security priorities
and developments through regular
reporting from our Information
Technology team. In 2023, reports were
received on cyber security and related
topics, incorporating managed security
service performance, vulnerability
management, NISD (EU Network
Information Systems Directive)
Compliance, Incident response
activities, security awareness training
and business continuity planning.

Our Information Security Management
System (ISMS) is aligned with
recognised standards for management
of Information Security, ISO 27001
and NIST. Cyber security controls are
designed and implemented based on
thorough risk assessments and to meet
increasing compliance requirements
such as PCI-DSS, GDPR and NISD/
NIS2. Cyber security effectiveness
measurements are continuously
reviewed, and controls improved to
mitigate emerging security risks as
they develop across the wider industry.
Operationally, we manage cyber

Irish Continental Group
63

The RMC presents to the Board
during the year on all important
risk management issues, including
climate change and ESG risks. The
Group’s recent Board appointments
helps ensure there is adequate Non-
Executive Director representation
with ESG expertise to challenge the
RMC and Executive Management on
relevant issues.

The RMC is comprised of management
across all areas of the business,
including; risk and sustainability,
sales, operations, health and safety,
planning and finance. Collectively,
the RMC has the skills, knowledge
and experience to best manage the
Group’s climate change risks and their
wide-ranging impacts. ESG issues are
incorporated in the incentive plans of
Executive Management and dedicated
management roles within the RMC.

3. Stakeholder Insights and Research
The interests and expectations
of stakeholders are important
considerations in the Group’s climate
risk management approach. The Group
has undertaken a stakeholder research
program to gain insights on ESG issues
facing the Group. This helps facilitate
an evaluation of our core strategic,
operational and compliance processes
concerning the environment and
climate change expectations. Mapping
these insights, helps align stakeholder
values to the Group’s strategic
objectives and core processes.

4. Risk Appetite Setting
Areas of highest stakeholder
importance are considered in setting
the appetite levels for Board approval.
All ESG and climate change risks are
then assessed against these levels, and
mitigation plans updated to ensure
they remain proportionate to the
relevant appetite levels.

Managing Climate Change Risks
The Group framework for management of climate change identifies the key
areas that require attention to enable the development and execution of its
climate change risk management strategy. This framework is integrated within
the Group’s RASP and related risks assessments are released to the Group Risk
Register.

2.
Effective
Governance
Systems

8.
Operationalise
Metrics and
Targets

3.
Stakeholder
Insights and
Research

7.
Implementing
Mitigation
and Resilience
Plans

1. Climate Change
Risk Landscape

4.
Risk
Appetite
Setting

6.
Strategic
Positioning and
Roadmap

5.
Materiality
Assessment over
Alternative
Horizons

1. Climate Change Risk Landscape
The Group identifies climate risks using
the same processes as other emerging
risks, with additional emphasis on
expert climate risk publications and
regulatory updates. Climate change
risks are unique in how they; affect
every individual and organisation,
are long term in nature and are
highly uncertain in their ultimate
progressions and impacts. Due to
these considerations, the Group’s
climate risk register contains the
following additional details;

• Risks are assessed over three

different time horizons; 0-3 years, 3-10
years and >10 years, with the 0-3-year
horizon assessments transferring to
the Group Risk Register.

• Impacted stakeholder groups are
identified for engagement on
associated risks.

• Opportunities are identified for each
risk to support strategic positioning
and resilience planning.

• Impacts are linked to financial

statement areas.

A summary of the Group’s climate risks,
impacts and opportunities is disclosed
in the Task Force on Climate-Related
Financial Disclosures.

2. Effective Governance Systems
The Group applies the same risk
governance structure to climate
change risks as all enterprise risks.
The RMC advises the Board on risk
appetite, risk management approach
and important risk management
issues and considerations, which are
ultimately approved by the Board or
used to facilitate decision making.

Strategic Report2023 Annual Report and Financial Statements
64

Risk Management
Continued

High
Impact

Medium
Impact

Low
Impact

Transition Risk

Physical Risk

Short Term
(1 -3 years)

Medium Term
(3 -10 years)

Long Term
(>10 years)

5. Materiality Assessment over
Alternative Horizons
Climate change risks are assessed over
three separate horizons; 0-3 years, 3-10
years and >10 years. Current known
transition risks are most significant in
the short and medium term and are
expected to curtail for the third time
horizon, as the Group shifts towards a
low carbon economy. While physical
risks require attention today, significant
physical impacts for the Group may
only be experienced over the long-
term horizon.

Assessments over the long-term
horizon are most challenging to
calculate but are key to future
resilience planning. The Group is
exploring further methods to help
quantitively analyse the impact of
certain future scenarios.

6. Strategic Positioning and Roadmap
Following a full assessment of risks
and opportunities over separate
time horizons, the Group can assess
strategically its current position against
long-term goals. This stage allows
the Group to identify any changes
to its business model necessary for
long-term success, with a focus on
opportunity management. Further
climate change related controls and
projects are then agreed.

7. Implementing Mitigation and
Resilience Plans
Further controls and projects to help
address climate change risks are
implemented and managed. Current
resilience plans, including the Group’s
Major Incident Response Plans and
Disaster Recovery Plans are also
reviewed and updated periodically
for additional information gathered
throughout the process.

8. Operationalise Metrics and Targets
Metrics and targets, including carbon
intensity and absolute GHG emissions
are monitored and reviewed. Relevant
Key Risk Indicators are also introduced
to monitor high residual risks, in line
with the Group’s risk management
process.

Significant and Emerging Risk
Events
Global security and supply chain risk
We see a continued increase in
geopolitical risk across the world
with events ranging from continued
instability in Eastern Europe with
Russia’s war on Ukraine and growing
Middle East tensions with a risk of
other countries or political actors
getting involved in the Israel/ Hamas
conflict.

These events continue to heighten our
assessment of supply chain disruption
risk, principally due to the risk to trade
flows from Southeast Asia and Europe
through the Red Sea, increased fuel
and insurance prices etc.

Increasing Regulations Over Seafarer
Working Conditions
The UK government and the French
goverment have enacted legislation
with the intention to increase the
obligations of certain employers in
the maritime sector, including the
imposition of a minimum wage, over
the current international requirements
by way of a bilateral agreements.
Both laws are not yet in affect as
secondary legislation is required to
set out the detail of how these laws
will be applied. This could lead to an
increase in operating costs for the
Ferries Division. We are engaging with
regional trade bodies to ensure that
our position is heard and understood
at Governmental and European Union
level.

New Travel documentation
requirements.
There are a number of new travel
documentation requirements for travel
between the UK, the EU Schengen
area, and Ireland. These schemes
are EU EES (Entry & Exit System), EU
ETIAS (European Travel Information
and Authorisation System) and the UK
Electronic Travel Authorisation (ETA) /
Universal Travel Permission (UTP). They
will modify the current entry and exits
rules for individuals.

These regulations could potentially
cause disruption at ports due to
increased transaction times at
the borders, which may then have
an impact on our service. We are
engaging with the ports and border
authorities to minimise the risk of
disruption and ensure readiness to
comply with these new regulations.

Viability assessment
The principal risks identified through
the Group’s risk processes have been
considered by the Directors when
preparing the Viability Statement,
as part of their assessment of the
prospects for the Group.

Irish Continental Group
65

Principal Risks and Uncertainties
This table presents the Board’s view of the Group’s principal risks and uncertainties and is not an exhaustive list of all the
risks which may impact the Group. There are additional risks which are not yet considered material, or which are not yet
known to the Board, which could become significant in the future. Likewise, some of the current risks may reduce in
importance as management actions are implemented or changes in the operating environment occur. The Board will
continue to monitor risk in the context of relevant factors such as an increased level of geopolitical and macroeconomic
uncertainty, as well as other changes in the external environment, which may create future risks.

Linkage to strategic pillars:

Quality Service

People and Culture

Financial
Management

Safety

Sustainability

Description and Impact

Risk Treatment

2023 Developments

Strategic Risk - Commercial & Market

The Group operates in a highly
competitive industry with market
risks and opportunities arising from
uncertain political and economic
landscapes. The Group is at risk of
markets not performing in line with
expected growth and at risk of loss
in market share to competitors,
impacting profitability.

Strategic Risk - Economic and Political

Economic and political factors
including instability and changes
to laws on travel and trade could
adversely impact the Group’s activities
and demand for its services.

The Group undertakes regular
assessments of its cost base and
performs competitor benchmarking.

Direct and indirect competitor activity
and market performance is closely
monitored which allows the Group to
respond swiftly.

The Group focuses on ensuring a
safe, reliable and high-quality service
is provided to customers in order to
maintain and strengthen alliances.

The Group liaises with various
associations and governmental bodies
to share views on proposed legislative
changes.

Geopolitical risks, including war risks
could have significant Global impacts,
including impacts to Group operations.

Micro and macroeconomic activity
is closely monitored to ensure Group
decision making is informed and
timely.

There continues to be significant
competitive pressures within our
markets due to increased inputs costs
and competitor activity included new
capacity on routes between Ireland
and Uk/Continental Europe.

In our container shipping business
we adapted the number of ships on
hire from 6 - 5 responding to demand
trends.

Geopolitical risk continues to be
monitored closely, including the
instability in eastern Europe driven
by the illegal invasion of Ukraine by
Russia, greater instability in Middle
East with Israel’s war with Hamas and
the potential for the conflict to spread
to other areas, including the Red Sea
trade lanes.

These have all had a significant impact
on the wider European economy
especially in the areas of fuel and other
supply chain inflation.

The freight market continues to work
through the effect of Brexit and the
ongoing changes to administrative
requirements on movements of
passengers and cargo between the UK
and Europe.

Strategic Report2023 Annual Report and Financial Statements
66

Risk Management
Continued

Description and Impact

Risk Treatment

2023 Developments

There were no significant disruptions
which led to significantly curtailed
operations during the year.

Health and safety metrics for the year
are disclosed in the Employee Health
and safety tables.

Operational Risk - Business Continuity

The Group’s operations are exposed
to the risk of fire, flood, storms, vessel
incidents and loss of critical supplies
caused by accident or by natural
disaster.

Minor disruptions can impact
revenues while major disruptive
events can result in the loss of critical
infrastructure causing significant
financial loss and reputational
damage.

Operational Risk - Health and Safety

The Group is inherently exposed
to the risk of incidents, including;
workplace accidents, vessel collisions
and damages, hazardous cargo and
incidents involving passengers.

There is also a risk of outbreak of
contagious illness among staff, crews
and customers.

These events could result in loss of
life, serious personal injury or illness,
asset damage and reputational impact
concerning safety.

The Group places strategic importance
on investment in quality assets and
safety, including vessels suitable for
challenging sailing conditions and
experienced crews and operations
teams.

The Group has detailed, coordinated
and rehearsed business continuity
plans containing crisis management
and disaster recovery components to
respond to major incidents at land or
at sea and ensure affected operations
can be resumed promptly and safely.

The Group and its service providers
adhere to defined operating safety
and quality policies and procedures.
All sites are regularly inspected by
internal second line functions and
external regulatory bodies. Emergency
procedures and safety training are
conducted regularly.

Hazardous cargoes are managed
in accordance with international
maritime regulations.

Group vessels, offices and facilities are
thoroughly and frequently sanitised.
World Health Organisation (WHO)
and governmental guidance and
instructions are followed.

Operational Risk - Operational Compliance

The Group’s activities are governed
by a range of IMO, flag state, port
state, EU and national governmental
regulations. There is a risk that
instances of non-compliance
may occur that causes disruption,
reputational damage or financial
penalties.

Ongoing training is provided to
operations staff and contractors in line
with regulatory requirements.

New regulations are discussed and
assessed at management meetings,
together with measures to ensure
compliance.

The Group’s vessels and port
operations are subject to regular
inspections and audits from internal
second line functions and external
bodies.

The Group continues to monitor new
regulatory developments at the IMO
and the EU and liaise with regional
chambers of shipping, shipowners’
associations and other industry
representatives as further information
is announced. Compliance risks related
to reducing emissions are managed
within the Group’s climate change risk
framework.

Irish Continental Group
67

Description and Impact

Risk Treatment

2023 Developments

Operational Risk - Environmental Protection

The Group is exposed to long-term
physical effects of climate change
and to near and long-term transition
risks associated with the movement
towards a low carbon economy. These
risks and impacts are detailed further
in the Task Force on Climate-Related
Financial Disclosures.

There is also a risk of spillages or
incidents causing pollution and
discharge to the sea.

Operational Risk - Human Capital

There is a risk of failure to attract
qualified and talented individuals
and additionally a risk of losing
key personnel. Staff could become
unmotivated or dissatisfied with the
working environment. These risks can
ultimately lead to a poor standard
of customer service and decision
making, affecting the Group’s market
position, reputation and stakeholder
relationships.

The Group continues to place
significant focus on enhancing its
approach to ESG and sustainability.
Refer to the Sustainability section for
further information on activities and
developments during the year.

Physical and transition climate change
risks are managed within the Group’s
climate change risk framework.

The Group is employing a range of
technical and operational measures
to achieve its GHG reduction targets.
Refer to Sustainability and ESG for
further details.

The Group and its service providers
adhere to defined operating safety
and quality policies and procedures.
All sites are regularly inspected
by internal second line functions
and external regulatory bodies.
Emergency procedures and safety
training are conducted regularly.
Hazardous cargoes are managed
in accordance with international
maritime regulations.

Pay and conditions are reviewed and
benchmarked to ensure the Group
remains competitive.

Our employee numbers have been
stable during the year in line with
expectations.

ICG is an equal opportunities employer
and seeks a diverse workforce to
promote a strong and accepting
culture and to help make informed
decisions.

Staff are encouraged and supported in
their pursuits of further education and
career advancement.

Long-term incentive plans are in
place to retain and motivate key
management personnel.

IT Systems and Cyber Risk - Information Security and Cyber Threats

The Group is heavily reliant on its IT
systems to support business activities.
These systems are susceptible to data
breaches and cyber-attacks that can
result in disruption, heavy fines and
reputational damage.

The Group employs a suite of physical
access controls and technical controls
to prevent, detect, mitigate and
remediate malicious threats and
unusual activity. Such controls include
rehearsals for major cyber incidents,
vulnerability management processes
and security awareness training for
staff and key contractors.

Cyber-attacks continue to grow in
volume and sophistication and have
particularly intensified in recent years.
We have seen attacks by groups, linked
or supportive of foreign governments
during the year.

There were no significant disruptions
to our services during the year. The
Group remains vigilant and ensure all
efforts to protect its systems are made.

For an overview of the Group’s cyber
security risk management process, see
the Managing Cyber Security section.

Strategic Report2023 Annual Report and Financial Statements
68

Risk Management
Continued

Description and Impact

Risk Treatment

2023 Developments

Financial Risk - Financial Loss

The Group is at risk of losses
caused by ineffective or inefficient
financial policies or practices, such
as; inadequate budgeting and
planning, insurance provisioning,
project management or credit control
techniques.

The Group’s financial management
activities are performed by
experienced and knowledgeable
personnel. Regular internal
management reporting ensures
negative variances and trends are
identified timely and acted upon.

We continue to invest and improve
our analytics offerings to our
executive management to monitor
key operational statistics timely. This
allows us to act swiftly and decisively
to address any building trends against
established benchmarks.

Financial Risk - Volatility

The Group is exposed to adverse
fluctuations in fuel prices and
exchange rates which can reduce
revenues, increase cost base and
reduce overall profitability.

Close relations with insurance brokers
are maintained and emerging risks are
considered when assessing coverage.

Major projects require pre-approval of
the Board. Due diligence procedures
are carried out for project contractors
and new commercial customers while
ongoing performance management of
projects and debtors are in place.

Group policy has been to purchase
commodities in the spot markets and
remain unhedged. The Group operates
a dynamic surcharge mechanism with
its freight customers which allows
prearranged price adjustments in line
with Euro fuel costs to help mitigate
US Dollar exposure arising from fuel
purchases. In the passenger sector,
in addition to fixed environmental
surcharges, changes in bunker costs
are included in the ticket price to the
extent that market conditions will
allow.

The Group employs a matching policy
to mitigate exposure to Sterling.
Decreases in translation of Sterling
revenues to Euro are largely offset
against corresponding decreases in
translation of Sterling costs.

Fuel prices continue to be volatile in
2023, but overall have reduced from
the highs of 2022.

The Group’s magnitude for exposure
to unfavourable Sterling movements
increased during the year, following
increased trade on the Dover-Calais
route.

Irish Continental Group
69

Description and Impact

Risk Treatment

2023 Developments

Financial Risk - Retirement Benefit Scheme

The Group’s pension liabilities
are exposed to risks arising from
changes in interest rates, inflation,
demographics and market values of
the underlying investments, resulting
in increased scheme obligations or
decreased scheme assets.

Financial Risk - Fraud

A significant volume of transactions is
processed throughout the course of
the year. These include a large amount
of payment exchanges in the booking
process, on board passenger vessels
and at port ticket desks. This level of
activity inherently carries a risk of fraud
through the processing of improper
payments or misappropriation of cash
or assets.

Any instance of fraud affecting
ICG could result in financial loss,
reputational and cultural damage.

Financial Risk - Financial Compliance

As a public listed company with
operations in different jurisdictions,
the Group must comply with
multiple financial and administrative
regulations. Any policy changes or
instances of non-compliance could
result in financial loss, penalties or
reputational damage.

A portion of the Group’s defined
benefit risks are transferred to a third-
party insurance company.

In 2023, the Group continued its de-
risking initiatives and active investment
management.

All actuarial assumptions are
substantiated and challenged where
necessary.

Regular communication is maintained
with the scheme investment
managers to monitor performance
relative to agreed benchmarks.

Improper payments are prevented
by a segregation of duties within the
payment set-up, payment approval
and accounts posting processes.
Further training and procedures are in
place to ensure any requested changes
to vendor payments are validated.

Daily reconciliations are performed
at cash processing locations. All cash
counts require supervisor oversight
and CCTV cameras are installed to
deter and capture any inappropriate
behaviour.

Internal audit procedures are designed
with consideration for the scope of
fraud, where relevant.

The Group is not aware of any
confirmed or suspected instances of
material fraud during the year.

The Group has a Protected Disclosure
(Whistleblowing) Policy to encourage
employees or any person who works
or has worked for the Group to make
a disclosure in respect of significant
matters including instances of fraud.
This policy is available on our website.

The Group relies on its professional
staff to ensure necessary filings are
timely, complete and accurate.

Third party experts are engaged when
required to advise on complex matters.

The Group engages productively with
Irish tax authorities through the Co-
Operative Compliance Framework.

Additional assurance is also gained
from the work of the Group’s external
auditors.

The Group is monitoring developments
in regulations particularly around
whether BEP’s Pillar 2 may affect
the group in future periods, through
increased tax obligations.

The Group is also monitoring
and assessing the financial and
administrative impact of the EU
emission trading scheme and a
similar scheme proposed by the
United Kingdom. We have put in place
procedures to pass on the additional
cost to our customers from 2024.

Strategic Report2023 Annual Report and Financial Statements
70

Our Fleet

W.B. Yeats

Year Built

Acquired

Gross Tonnage

No. Engines

Speed

Lane Metres

Car Capacity

Passenger Capacity

Beds

2018

51,388

Ulysses

Year Built

Acquired

Gross Tonnage

No. Engines

2001

50,938

Isle of Inishmore

Year Built

Acquired

Gross Tonnage

No. Engines

22.5 knots

Speed

22 knots

Speed

2,800

1,216

1,885

1,706

Lane Metres

Car Capacity

Passenger Capacity

Beds

4,100

1,342

1,875

186

Lane Metres

Car Capacity

Passenger Capacity

Beds

1997

34,031

21.5 knots

2,100

855

2,200

208

Isle of Innisfree

Isle of Inisheer

Year Built

Acquired

Gross Tonnage

No. Engines

Speed

Lane Metres

Car Capacity

Passenger Capacity

Beds

1992

2021

28,833

Year Built

Acquired

Gross Tonnage

No. Engines

2000

2022

22,152

21.0 knots

Speed

22.5 knots

2,300

600

1,140

Lane Metres

Car Capacity

Passenger Capacity

Beds

1,950

500

589

218

Dublin Swift

Year Built

Acquired

Gross Tonnage

No. Engines

Speed

Lane Metres

Car Capacity

Passenger Capacity

Beds

2001

2016

8,403

35 knots

251

817

Oscar Wilde (chartered in)

Year Built

Acquired

Gross Tonnage

No. Engines

Speed

Lane Metres

Car Capacity

Passenger Capacity

Beds

2007

chartered-in

36,249

27.5 knots

2,380

520

1,900

432

Irish Continental Group71

Ranger

Year Built

Acquired

Gross Tonnage

Deadweight

Capacity

2005

2015

7,852

9,300

Elbfeeder

Year Built

Acquired

Gross Tonnage

Deadweight

2008

2015

8,246

11,157

Elbtrader

Year Built

Acquired

Gross Tonnage

Deadweight

803 TEU

Capacity

974 TEU

Capacity

2008

2015

8,246

11,153

974 TEU

Elbcarrier

Year Built

Acquired

Gross Tonnage

Deadweight

Capacity

2007

2015

8,246

11,166

974 TEU

Thetis D

Year Built

Acquired

Gross Tonnage

Deadweight

Capacity

2009

2019

17,488

17,861

1,421 TEU

CT Rotterdam

Year Built

Acquired

Gross Tonnage

Deadweight

Capacity

2009

2019

8,273

11,157

974 TEU

CT Daniel

Year Built

Acquired

Gross Tonnage

Deadweight

Capacity

2006

2021

9,990

11,190

868 TEU

CT Pachuca

Year Built

Acquired

Gross Tonnage

Deadweight

Capacity

2005

2022

6,901

9,235

750 TEU

Strategic Report2023 Annual Report and Financial Statements72

Executive Management Team

Eamonn Rothwell
BComm, MBS, FCCA,
CFA UK
Chief Executive Officer

David Ledwidge
FCA, BSc (Mgmt)
Chief Financial Officer

Eamonn Rothwell, aged 68, has been a Director for
37 years having been appointed as a non-executive
Director in 1987 and subsequently to the position of
Chief Executive Officer in 1992. He is also a Director
of Interferry European Office A.I.S.B.L. He is a former
Director of The United Kingdom Mutual War Risks
Association Limited, Interferry Inc and The United
Kingdom Mutual Steam Ship Assurance Association
(Bermuda) Limited. He is a past executive Director of
former stockbrokers NCB Group, now part of Tilman
Brewin Dolphin. Prior to that, he worked with Allied Irish
Banks plc, Fáilte Ireland (The Irish Tourist Board) and as
a financial journalist.

David Ledwidge, aged 44, was appointed to the
Board in March 2016. David joined the Group in
2006 from professional services firm Deloitte
where he qualified as a Chartered Accountant.
He has held various financial positions within
the Group, including Group Risk Accountant and
Finance Director of Irish Ferries. He was appointed
to his current role as Group Chief Financial Officer
in May 2015.

Andrew Sheen
MSc, BEng(Hons),
CEng, FIMarEST, FRINA.
Managing Director –
Ferries Division

Declan Freeman
FCA
Managing Director -
Container and Terminal
Division

Andrew Sheen, aged 52, a Chartered Engineer,
has been involved in shipping for over 30 years
and has worked with Irish Ferries in a variety of
operational roles for over 15 years. He re-joined ICG
from the UK Maritime & Coastguard Agency and
has been a Director of Irish Ferries since 2013. He
was appointed to his current role as Managing
Director of the Ferries Division in March 2015. He is
currently a Director of the International Chamber
of Shipping.

Declan Freeman, aged 48, joined the Group in
1999 from professional services firm Deloitte
where he qualified as a Chartered Accountant.
He has worked in a number of financial and
general management roles in the Group up to
his appointment as Managing Director of Eucon
in 2011. He was appointed to his current role as
Managing Director of the Container and Terminal
Division in 2012.

Irish Continental Group73

Strategic Report2023 Annual Report and Financial Statements74

76
78
91
96
99
109
113

CORPORATE
GOVERNANCE

Irish Continental Group75

Corporate Governance2023 Annual Report and Financial Statements76

The Board

The Group’s non-executive Directors are:

John B. McGuckian
BSc (Econ)
Chairman

Daniel Clague
Independent Director

John B. McGuckian, aged 84, has been a Director
for 36 years having been appointed as a non-
executive Director in 1988 and Chairman in
2004. He has a wide range of interests, both in
Ireland and internationally. He is also a Director
of Cooneen Textiles Limited. He is a former
Director of a number of listed companies and
he has previously acted as the Chairman of; the
International Fund for Ireland, the Industrial
Development Board for Northern Ireland, UTV
Media plc and as Senior Pro-Chancellor and
Chairman of the Senate of the Queen’s University
of Belfast.

Committee Membership: Remuneration Committee,
Nomination Committee (Chair)

Dan Clague, aged 64, was appointed to the
Board in August 2021. Dan has over 30 years'
experience in investment banking and most
recently held a senior position with investment
bank Stephens Europe where he advised on
a number of transactions in the transport and
maritime sectors. He has previously held senior
positions with Hawkpoint Partners, SG Hambros,
ABN Amro and Baring Brothers. Prior to entering
investment banking, Dan spent a number of years
working in the maritime sector as a shipping
and ports manager. He has global experience
of both public and private company mergers
and acquisitions across the transport industry
including the RoRo, LoLo and port sectors. Dan is
based in London.

Committee Membership: Audit Committee, Remuneration
Committee (Chair), Nomination Committee

Éimear Moloney
FCA
Independent Director

Lesley Williams FCISI
Senior Independent
Director

Éimear Moloney, aged 53, was appointed to the
Board in August 2022. Éimear has over 20 years’
experience in capital markets and most recently
held a senior executive position with Zurich
Life Assurance (Ireland) plc, with responsibility
for managing asset allocation across various
geographic portfolios. Éimear holds non-executive
directorships at listed companies Kingspan
Group plc where she is a member of the Audit
Committee and Hostelworld Group plc where she
chairs the Audit Committee. She also holds a non-
executive directorship at privately owned Chanelle
Pharmaceuticals Group and was previously a
non-executive Director at Yew Grove Reit plc.
Éimear holds a B.A. Accounting and Finance
and MSc. Investment and Treasury from Dublin
City University and is a fellow of the Institute of
Chartered Accountants in Ireland. She is also a
member of the Institute of Directors in Ireland.

Lesley Williams, aged 58, was appointed to the
Board in January 2021. Lesley has over 25 years’
experience in capital markets having held senior
positions with Investec Bank plc as Head of Irish
Equities, Euronext Dublin (formerly the Irish
Stock Exchange) as Head of Irish Market and
Goodbody Stockbrokers as Head of Institutional
Equity Sales. Lesley is a non-executive Director
of Origin Enterprises plc where she is chair of
the ESG Committee. Lesley also holds a number
of independent non-executive directorships in
the asset management and International fund
sectors. She is also a past Director of Dublin Port
Company where she held the position of Chair
of the Audit and Risk Committee. Lesley is an
Associate member of the Chartered Financial
Analyst Institute (CFA) from which she also holds
a certificate in ESG investing and is a Fellow of the
Chartered Institute for Securities and Investment.

Committee Membership: Audit Committee (Chair),
Remuneration Committee, Nomination Committee

Committee Membership: Audit Committee, Remuneration
Committee, Nomination Committee

Irish Continental Group77

The Group’s executive Directors are:

The Company Secretary is:

Eamonn Rothwell
BComm, MBS, FCCA,
CFA UK
Chief Executive Officer

Thomas Corcoran
BComm, FCA
Company Secretary

Thomas Corcoran, aged 59, joined the Company
in 1989 from the international professional
services firm PwC, where he qualified as a
Chartered Accountant. He has held a number
of financial positions within the Group and
is currently Group Financial Controller and
Company Secretary. He was appointed Company
Secretary in 2001.

Eamonn Rothwell, aged 68, has been a Director
for 37 years having been appointed as a non-
executive Director in 1987 and subsequently to
the position of Chief Executive Officer in 1992. He
is also a Director of Interferry European Office
A.I.S.B.L. He is a former Director of The United
Kingdom Mutual War Risks Association Limited,
Interferry Inc and The United Kingdom Mutual
Steam Ship Assurance Association (Bermuda)
Limited. He is a past executive Director of former
stockbrokers NCB Group, now part of Brewin
Dolphin. Prior to that, he worked with Allied Irish
Banks plc, Fáilte Ireland (The Irish Tourist Board)
and as a financial journalist.

Committee Membership: Nomination Committee

David Ledwidge FCA,
BSc (Mgmt)
Chief Financial Officer

David Ledwidge, aged 44, was appointed to the
Board in 2016. David joined the Group in 2006
from professional services firm Deloitte where
he qualified as a Chartered Accountant. He has
held various financial positions within the Group,
including Group Risk Accountant, and most
recently as Finance Director of Irish Ferries. He
was appointed to his current role as Group Chief
Financial Officer in May 2015.

Corporate Governance2023 Annual Report and Financial Statementsthe provisions set out in the Code. In
certain instances where compliance
with the provisions of the Code has
not been achieved in the specific
circumstances of the Group,
explanation has been provided.

The Corporate Governance Report
our compliance with the Code, the
composition of the Board, its corporate
governance processes and activities
during the year, together with the
reports from each of the Board
committees.

Finally, I would like to thank all our
stakeholders for their continued
support and look forward to continued
constructive engagement through
2024.

John McGuckian
Chairman

6 March 2024

Corporate Governance Report

Board Changes
We completed our program of Board
refreshment during 2022 and there
were no new appointments made
during 2023. The Board comprises
of six members, three independent
non-executive Directors, two executive
Directors and myself as non-executive
Chairman. As detailed in the Corporate
Governance Report, in relation to
my own tenure as Chairman of the
Board exceeding nine years, the
Nomination Committee has assessed
my performance and the Board have
reaffirmed my continuing position as
Chairman.

Engagement
We have continued our engagement
with stakeholders on corporate
governance concerns, including
sustainability interests, to help us
understand which aspects of our
services and practices need to be
prioritised to ensure we continue to
align with their interests. Progress on
our sustainability journey is outlined
in the Sustainability and ESG Report
(pages 35-59). Further details on our
engagement processes are described
in the Corporate Governance Report.
At our AGM held on 11 May 2023, all
resolutions put to the meeting were
passed, with all receiving greater than
80% support.

Corporate Governance Code
The Group has adopted the UK
Corporate Governance Code (2018)
(The Code) issued by the Financial
Reporting Council and the Irish
Corporate Governance Annex issued
by Euronext Dublin. Copies of these
are available at the respective
websites, www.frc.org.uk and www.
euronext.com..

The Group used the Code and Annex
as a framework for developing its
corporate governance processes.
The Corporate Governance Report
details how the Group has applied
the principles and complied with

Dear Shareholder,

I have pleased to present my 2023
Report on Corporate Governance.
Operating performance for 2023
represented an overall strong
performance for the Group, as we
continued to see the benefits of
returning passengers following
the restrictions during 2020 and
2021 together with the increased
carryings on our Dover Calais
service. We continued our capacity
and modernisation program at our
container terminals commissioning
additional environmentally friendly
plant during the year.

Philosophy
The Board is committed to maintaining
high standards of corporate
governance practices which support
the delivery of our strategy. The Board
believes that corporate governance is
not solely concerned with Boardroom
practices but must be intertwined with
all activity which the Group undertakes
affecting our employees, customers,
suppliers and all other stakeholders
including the wider society in which
the Group exists. The Board sets
the tone for corporate governance
practices across the Group through
engagement, communication and
policy formulation.

This Corporate Governance Report,
together with the Annual Report as a
whole, is presented with the objective
of providing an insight into the
corporate governance process at the
Group.

Irish Continental Group79

Application of the UK
Corporate Governance
Code During 2023

This Corporate Governance Report
presented in the context of the
full Annual Report and Financial
Statements for the year ended 31
December 2023 sets out how the
Board has applied the Principles of
the Code. This is supported through
reporting on compliance with the
Provisions of the Code. The Board
considers that, other than for the
deviations noted below which have
been explained in this Corporate
Governance Report, throughout
the period under review the Group
has been in compliance with the
provisions of the Code and the
requirements set out in the Irish
Annex.

Provision 5 of the Code requires
the Board to describe in its Annual
Report how the interests of key
stakeholders and the matters set
out in Section 172 of the United

Kingdom Companies Act of 2006 are
addressed. While that Act does not
apply to Irish companies, the Board
is satisfied that these matters have
been addressed in discussions and
disclosures throughout this Annual
Report including discussion on strategy
and business model, business review,
risk processes, sustainability and ESG
matters and stakeholder engagement.
Provision 5 also requires that employee
engagement be facilitated by one
of three prescribed methods. As the
Board has not chosen one or more
of these methods, it explains at the
alternative arrangements which are in
place and why it considers that they
are effective.

Under Provision 19 of the Code, the
Chair should not remain in post
beyond nine years from the date of
their first appointment. This report
provides details of the consideration
by the Board of the continuing tenure
of Mr. John B. McGuckian as Chairman
beyond nine years.

Provision 36 requires that the
Remuneration Committee should
develop a formal policy for post-
employment shareholding
requirements encompassing
both unvested and vested shares.
The Report of the Remuneration
Committee (page 107) sets out the
reasoning for not establishing set levels
for post-employment shareholdings
given that the existing arrangements
under the Remuneration Policy already
provide for contractual restrictions on
share disposals of up to five years post-
employment.

Provision 39 requires that notice or
contract periods should be one year or
less. The Report of the Remuneration
Committee (page 106) sets out why
in relation to one Director a notice
period of two years will apply in certain
circumstances.

Corporate Governance Framework

y
r
a
t
e
r
c
e
S
y
n
a
p
m
o
C

The Board

The Board is collectively responsible for the long-term sustainable success of
the Company through provision of leadership and setting the company’s
purpose, values and strategy within a framework of prudent and effective
controls which enables risk to be assessed and managed.

Committees

The Board has established various committees to assist it in meeting its
responsibilities. The Group has three standing committees with formal terms
of reference. The Committees report to the board on all work undertaken.

Audit and Risk
Committee

Nomination
Committee

Remuneration
Committee

Monitors the Group’s
ﬁnancial integrity through
oversight of the ﬁnancial
reporting process, including
the risk and control systems
which underlie that process.

Establishes the framework
for the development of an
inclusive and high
performing leadership team.

Sets the remuneration
policy and structures for
executive directors and
senior management.

Chief Executive Ofﬁcer

Chief Financial Ofﬁcer

Responsible for implementing
Board strategy and policy.

Responsible for managing the
ﬁnancial affairs of the Group and
optimising capital management.

*The Company secretary provides a support role to the Board and its Committees in managing information ﬂows and in supporting corporate
government processes.

Corporate Governance2023 Annual Report and Financial Statements
80

Corporate Governance Report
Continued

Board Leadership and Company Purpose

The Board is collectively responsible for the long-term sustainable success of the Group through provision of leadership
within a framework of prudent and effective controls which enables risk to be assessed and managed. Pursuant to the
Constitution, the Directors of the Company are empowered to exercise all such powers as are necessary to manage and run
the Company, subject to the provisions of the Companies Act 2014.

In discharging this responsibility, the Board has adopted a formal schedule of matters specifically reserved to it for decision,
which covers key areas of the Group’s business including approval of financial statements, budgets (including capital
expenditure), acquisitions or disposals of significant assets, dividends and share redemptions, board appointments and
setting the risk appetite. Certain additional matters are delegated to Board Committees.

In discharging their duties, the Board has arrangements in place for Directors to disclose any direct or indirect interests
which may possibly conflict with the interests of the Company. Directors must abstain on any vote regarding matters where
a conflict exists.

Group Strategy and Corporate Governance
The Group’s Strategy and Business Model is described in the Strategic Report (pages 16-17). This strategy is supported by our
five strategic pillars, consideration of which is interwoven throughout the Board agenda for each meeting and throughout
this report.

Strategic pillar

Key activities during the period

Quality service

Investment in quality assets is essential
to ensure a reliable, timely and high-
quality service to our customers which
is essential to retaining the Group’s
pivotal position in international
logistics chain and to driving growth in
the Group’s business.

• The oversight and monitoring of performance of the fleet

• Evaluation and monitoring of recent investments in the expansion of the

Group’s activities including;

- ferry services between Dover and Calais utilising 3 vessels.

- Modernisation and increased capacity at the Dublin container terminal

comprising investment in environmentally friendly heavy equipment and
recycling of older equipment.

- Charter of the Oscar Wilde, replacing the Blue Star 1 on the Irish Sea

- Other vessel upgrade works involving customer facing and background

technical improvements.

Irish Continental Group81

Strategic pillar

Key activities during the period

People and culture

Our customers’ experience is directly
affected through their interaction
with our employees and third-party
contractors.

• Overview of service quality reports.

• Monitoring of feedback from staff briefing sessions.

• Sponsoring of talent management programme.

• Review of whistleblowing procedures.

Financial management

Pursuit of investment opportunities
within stringent risk and reward
hurdles, avoidance of speculative
financial positions and Capital
management.

Safety

The operational safety of our vessels
and terminal facilities is paramount
to maintaining the reputation of
our brands which is vital to future
success and a strong safety culture is
promoted across all activities.

Sustainability

• Reviewed the regular reports from the CEO and CFO regarding the Group’s

operations.

• Monitored the financial liquidity and adequacy of borrowing facilities.

• Challenge of investment proposals presented by the executive team in

terms of resilience and risk appetite.

• Consideration of the financial impacts of environmental legislation.

• Consideration of commodity and currency exposures.

• Assessed the Group’s capital allocation, dividend and buyback transactions.

• Oversight of Group operational safety reviews.

• Attended briefings from the Risk Management Committee.

• Review of risk appetite statements.

• Reviewed effectiveness of the Group’s internal control and risk management

systems.

The Group seeks to minimise
the impact of its activities on the
environment through constant
innovation, efficiency and awareness.

• Oversight of Group compliance with existing regulations and potential

effects of new regulations.

• Review of sustainability targets and roadmap

• Approval of projects to improve the Group’s environmental footprint.

Corporate Governance2023 Annual Report and Financial Statements82

Corporate Governance Report
Continued

Stakeholder Engagement
At ICG, we believe success in our business will deliver sustained and
profitable growth for the benefit of all our stakeholders. To nurture this
success, regular dialogue takes place at relevant levels within the Group and
feedback is delivered to the Board through the CEO and presentations from
the senior executive team.

S ociety

W o rkforce

Shareholders

s
r
e
pli
S up

Environm e n t

Shareholders
The Board acknowledges its
responsibility to engage with
shareholders to ensure that their
interests are being met and to listen
to any areas of concern which they
may raise.

The Board encourages
communications with shareholders
and welcomes their participation
at all general meetings of the
Company. We also engaged with
our shareholders and their advisers
prior to the 2023 AGM. Shareholders
were afforded an opportunity at
the 2023 AGM to vote on advisory
resolutions concerning the 2022
Annual Report which received 100%
support and on the Report of the
Remuneration Committee which
received 89% support. Further details
on the matters raised concerning
remuneration are detailed in this
year’s Report of the Remuneration
Committee (pages 99-108). The
re-election of Mr. McGuckian as
Director received 81% support and
further details on the matters raised
on Mr. McGuckian’s re-election
are discussed in the Report of the
Nomination Committee (page 97).

In addition to the AGM engagement,
other than during close periods and
subject to the requirements of the
Takeover Code, when applicable, the
Chief Executive and the Chief Financial
Officer have a regular dialogue with
its major shareholders and analysts
throughout the year and report on
these meetings to the Board. The
Chairman and Senior Independent
Director is also available to meet with
major shareholders where requested.
While supporting the Group’s strategy,
an increasing area of interest to
shareholders is our sustainability
credentials. Our Sustainability and
ESG Report (pages 35-59) explains our
sustainability policy and framework
and how we are increasingly
embedding sustainability practices
into our everyday operations.

Apart from the direct engagement
described above, regular formal
updates are provided to shareholders
and are available on the Group’s
website. During 2023, these include,
the 2022 Annual Report and Financial
Statements, the 2023 Half-Yearly
Financial Report, Trading Updates

together with investor presentations.
ICG’s website, www.icg.ie, also
provides access to other corporate
and financial information, including
all regulatory announcements and a
link to the current ICG Unit price.

The 2024 Annual General Meeting
is scheduled for 9 May 2024.
Arrangements will be made for
the 2023 Annual Report and 2024
Annual General Meeting Notice to
be available to shareholders at least
20 working days before the meeting
and for the level of proxy votes cast
for and against each resolution and
the number of abstentions, to be
announced at the meeting. Further
details on the procedures applicable
to general meetings are set out in
this Corporate Governance Report
under Matters Pertaining to Share
Capital (page 87).

Further investor relations information
is available under Investor
Information at the end of this Annual
Report (pages 194-196).

Customers
Our strategy centres around meeting our customers
maritime transport requirements whether that is
being a key partner in their organisation’s international
logistics chain or personal travel arrangements. We
engage with our customers on a daily basis through
the provision of our services but also proactively work
in partnership with our customers so that they can
achieve their objectives. Through listening to our
customer feedback and requirements we adapt our
offering in the provision of safe, reliable, timely, good
value and high quality maritime transport, while
continuing initiatives to minimise the impact of our
operations on the environment. The Board receives
regular updates from the CEO and senior managers
on customer performance and market developments.

Suppliers
The Group’s partnerships with its suppliers are
essential to the Group’s success in delivering its
services. We work closely with our suppliers to ensure
the quality of supplies and services meet our exacting
requirements. We support our suppliers with their
innovation projects which benefit the way we can
deliver our services. Increasingly this involves initiatives
with an environmental benefit whether it be a new or
improved product or a new way of doing things. We
have in place a Supplier Code of Conduct the purpose
of which is to ensure our procurement processes are
aligned with our values and policies across the areas
of environment, ethics, human rights and health and
safety. The Board receives regular updates from the
CEO and senior managers on the performance of key
suppliers and innovations.

Irish Continental Group83

in confidence. The Group also has
arrangements in place for the
provision of confidential counselling
services. Informally, given the small
direct workforce, there is an open
access policy whereby any employee
has access to any manager up to
the CEO. Senior management also
regularly visit all Group locations.
Our workforce is a rich source of
information on how the Group
performs in both a customer facing
roles and operationally. Within the
processes described, executive
management report on workforce
matters to the Board which are
taken into consideration in further
developing the Group’s businesses.

The Company also facilitates Board
visits to Group vessels and port
operations where the Directors
have an opportunity to meet with
members of the workforce.

Workforce
We rely on our workforce to promote
our values and deliver on our
strategic objectives. Our customers’
experience and consequentially our
success is directly affected through
their interaction with our workforce
comprising our own employees and
third-party contractors. In return,
we recognise our obligation to
promote employee development
in an environment which promotes
diversity, inclusion and realisation
of potential in a safe working
environment.

The Board notes the Code provision
5 relating to workforce engagement
and the methods which might be
used to effect same. The Board
has considered these against the
nature of the manner in which the
Group’s activities are performed. As
is common practice in the maritime
sector, our vessels are crewed
through third-party managers. The
Group has no legal rights to engage
with the individual crew members
who are directed and controlled
by the third-party manager. The
contracts between the Group and
the crewing managers include
detailed service level arrangements
and requirements that the third-

party adhere to international IMO
regulations regarding employment
terms for seafarers. The Group monitors
the crewing manager certification
on an ongoing basis. The Group has
also entered into third-party labour
contracts with respect to its terminal
operations.

At peak season, the Group engages
in excess of 1,200 persons, of which
approximately 300 are direct
employees. The Board has considered
that the most appropriate manner in
which it can ensure that the interests
of persons employed directly or
indirectly can be considered is through
challenging the CEO and divisional
managing directors on their regular
reports to the Board.

Both formal and informal processes
underlie engagement with the
direct workforce. Formal processes
include general briefing sessions to all
employees through the management
chain. The Group’s talent review
programme promotes the exchange
of views and encourages individuals
to realise their potential through
agreed development goals. The Group
has also formulated grievance and
whistleblowing procedures whereby
employees can report any concern

Environment and Society
The Group acknowledges its
societal responsibility to conduct
business in a manner that protects
our shared environment. We
operate in a highly regulated
industry which requires adherence
to high standards of waste and
resource management, pollution
prevention and increasingly rigorous
compliance measures to reduce
greenhouse gas emissions across
the maritime sector. This involves
continuous engagement with port
and flag state authorities, industry
representative bodies, and local and
international regulatory agencies.
A key step in the Group’s climate
change risk framework outlined in

the Sustainability Report (pages 35-
59) was to engage with stakeholders
and to incorporate their views on the
environment and climate change
expectations into the Group’s risk
appetite setting and strategic planning
processes. We have to date engaged
with key customers and our employees
to identify those aspects of the Group’s
services which they value most,
including sustainability initiatives.

ICG is recognised as a critical
infrastructure operator in providing
essential transport services under the
Irish Ferries and Eucon brands. This
requires collaboration with the Irish
Government on areas of business

continuity and network and
information security. Irish Ferries is
also a significant contributor to the
tourism industries of Ireland, the
UK and France and engages in co-
operative campaign programs with
regional tourism bodies to promote
local tourism.

We also support various community
initiatives and charities that align
with our strategic pillars of safety
and sustainability, which are
outlined in the Sustainability Report
(pages 35-59).

Corporate Governance2023 Annual Report and Financial Statements84

Corporate Governance Report
Continued

Division of Responsibilities

The Board is comprised of two
executive and four non-executive
Directors. The roles of Chairman and
Chief Executive are separate, set out in
writing and approved by the Board.

The Board has adopted the corporate
governance structure set out
below which it believes provides for
segregation of the oversight functions
from those of executive management.

Chairman: The Board is led by the
Chairman who is responsible for its
overall effectiveness in directing the
Group.

John B. McGuckian has served as
Chairman of the Board since 2004 and
is responsible for leading the Board,
ensuring its effectiveness through;

• Setting the Board’s agenda and
ensuring that adequate time is
available for discussion.

• Promoting a culture of openness and
debate by facilitating the effective
contribution of non-executive
Directors in particular and ensuring
constructive relations between
executive and non-executive
Directors.

• Ensuring that the Directors

receive accurate, timely and clear
information.

• Ensuring effective communication

with shareholders.

Chief Executive: The Board has
delegated the management of the
Group to the Executive Management
Team, through the direction of
Eamonn Rothwell who has served
as Chief Executive since 1992. The
Chief Executive is responsible for
implementing Board strategy and
policies and closely liaises with the
Chairman and manages the Group’s
relationship with its shareholders.

Senior Independent Director: The
Senior Independent Director acts as
a sounding board for the Chairman
and serves as an intermediary for the
other Directors if necessary. The Senior
Independent Director is also available
to shareholders if they have concerns
which have not been resolved through

the normal channels of Chairman, Chief
Executive or for which such contact is
inappropriate.

Non-executive Directors: Non-
executive Directors through their
knowledge and experience gained
outside the Group constructively
challenge and contribute to the
development of Group strategy.
Non-executive Directors scrutinise
the performance of management in
meeting agreed goals and objectives
and monitor the reporting of
performance. They satisfy themselves
on the integrity of financial information
and that financial controls and systems
of risk management are robust and
defensible. Through their membership
of Committees, they are responsible
for determining appropriate levels of
remuneration of executive Directors
and have a prime role in appointing
and, where necessary, removing
executive Directors, and in succession
planning.

Company Secretary: The Company
Secretary provides a support role to
the Chairman and the Board ensuring
good information flows within the
Board and its committees and
between senior management and
non-executive Directors, as well as
facilitating induction and assisting with
professional development as required
and advising the Board through the
Chairman on governance matters.
Thomas Corcoran has served as
Company Secretary since 2001.

Committees: During the year ended
31 December 2023, there were three
standing Board Committees with
formal terms of reference; the Audit
Committee, the Nomination Committee
and the Remuneration Committee.
In addition, the Board will establish
ad-hoc sub-committees to deal with
other matters as necessary. All Board
committees have written terms of
reference setting out their authorities
and duties delegated by the Board.
The terms of reference are available, on
request, from the Company Secretary
and are available on the Group’s
website. The reports of the committees
are set out later in this Corporate
Governance Report.

Independence: All of the non-executive
Directors are considered by the Board
to be independent of management
and free of any relationships which
could interfere with the exercise of their
independent judgement. In considering
their independence, the Board has
taken into account a number of factors
including their length of service on
the Board, other directorships held
and material business interests. The
Nominations Committee reviews
on an annual basis the continuing
independence of the existing Directors
before recommending their going
forward for re-election at the AGM.

Mr. McGuckian, as Chairman of the
Board, is not considered independent
under the Code. Mr McGuckian was
assessed to have been independent at
the date of appointment as Chairman
in 2004. The Board has also noted
the Code’s requirements around
tenure, with Mr. McGuckian having
served on the Board for more than
nine years since his first appointment.
The Board, as advised by the
Nomination Committee, considered Mr.
McGuckian’s suitability to continue as
Chairman of the Board and Director of
the Company. The Board assessed Mr.
McGuckian to possess an independent
mindset with which he carries out his
role. The Board also considered the
knowledge, skills and experience that
he contributes and considered him to
be both independent in character and
judgement and to be of continued
significant benefit to the Board. While
conscious of the recommendations of
the UK Code, the Board – through the
Nomination Committee – considered
it in the best interests of the Company
and its stakeholders for Mr. McGuckian
to continue as Chair for 2024. Mr.
McGuckian’s extensive knowledge
of the business ensures appropriate
challenge and leadership of the Board
during this time of strategic expansion
of activities.

Meetings: The Board agrees a schedule
of regular meetings each calendar year
and also meets on other occasions,

Irish Continental Group85

if necessary, with contact between
meetings as required in order to
progress the Group’s business. Where a
Director is unable to attend a meeting,
they may communicate their views to
the Chairman. The Directors receive
regular and timely information in a
form and quality appropriate to enable
the Board to discharge its duties. Non-
executive Directors are expected to
utilise their expertise and experience
to constructively challenge proposals
tabled at the meetings. The Board
has direct access to the Executive
Management Team who regularly brief
the Board in relation to operational,
financial and strategic matters
concerning the Group.

Director attendances at scheduled
meetings are set out below. In addition,
there was regular contact and updates
between these scheduled meetings.
The Chairman also held meetings with
the non-executive Directors without
the executive Directors present and
the non-executive Directors also meet
once a year, without the Chairman
present.

Composition, Succession
and Evaluation

Composition: The Board comprises
two executive and four non-executive
Directors. Excluding the Chairman,
a majority of the Board comprises
independent non-executive Directors
in line with the recommendation of the
Code.

appointments process and plan for
orderly succession at Board and senior
management level. The Nomination
Committee reviews the size, composition
and board skillset at least annually taking
into consideration the results of the
Chairman led evaluation process. The
Report of the Nomination Committee
report is set out later in this Corporate
Governance Report (pages 96-98).

Details of the professional and
educational backgrounds of each
Director encompassing the experience
and expertise that they bring to the
Board are set out in the Director
Biographies (pages 76-77). The
Board believes that it is of a size and
structure and that, the Directors
bring an appropriate balance of
skills, experience, independence and
knowledge to enable the Board to
discharge its respective duties and
responsibilities effectively, with no
individual or group of individuals
dominating the Board’s decision
making. Each of the non-executive
Directors has a broad range of business
experience independent of the Group
both domestically and internationally.

Appointments: All Directors are
appointed by the Board, following a
recommendation by the Nomination
Committee, for an initial term not
exceeding three years, subject to annual
re-election at the Annual General
Meeting. Prior to their nomination as a
non-executive Director, an assessment
is carried out to determine that they are
independent. Non-executive Directors’
independence is thereafter reviewed
annually, prior to recommending the
resolution for re-election at the AGM.
Under the Constitution each Director is
subject to re-election at least every three
years but in accordance with the Code,
the Board has agreed that each Director
will be subject to annual re-election at
the AGM.

Attendance at scheduled Board
meetings during the year ended 31
December 2023 was as follows:

The Board has established a
Nomination Committee to lead the

Member

Date Appointed Meetings Held

Meetings
Attended

J. B. McGuckian
(Chair – appointed
2004)

E. Rothwell

D. Ledwidge

L. Williams

D. Clague

É. Moloney

1988

1987

2016

2021

2022

Tenure

36 years

37 years

8 years

3 years

2.5 years

1.5 years

Access to Advice: There is a procedure for Directors in the furtherance of their
duties to take independent professional advice, at the expense of the Group, if
they consider this necessary. The Group carries director liability insurance which
indemnifies Directors in respect of legal actions that may be taken against them
in the course of discharging their duties as Directors.

All Directors have access to the advice and services of the Company Secretary,
who is responsible to the Board for ensuring that Board procedures are followed
and that applicable rules and regulations are complied with.

The terms and conditions of
appointment of non-executive Directors
appointed after 2002 are set out in
their letters of appointment, which are
available for inspection at the Company’s
registered office during normal office
hours and at the AGM of the Company.

Development and Induction: On
appointment, Directors are given the
opportunity to familiarise themselves
with the operations of the Group, to
meet with executive management,
and to access any information they
may require. Each Director brings
independent judgement to bear on
issues of strategy, risk and performance.
The Directors also have access to the
Executive Management Team in relation
to any issues concerning the operation of
the Group.

The Board recognises the need for
Directors to be aware of their legal
responsibilities as Directors and it
ensures that Directors are kept up to
date on the latest corporate governance
guidance, company law developments
and best practice.

Corporate Governance2023 Annual Report and Financial Statements86

Corporate Governance Report
Continued

Performance Evaluation: The Board
conducts an annual self-evaluation
of the Board as a whole, the Board
processes, its committees and
individual Directors. The purpose
of the evaluation process includes
identification of improvements in
Board procedures and to assess each
Director’s suitability for re-election. The
process, which is led by the Chairman,
is forward looking in nature. On a
triennial cycle, an independent external
facilitator is engaged to further assist
the process, the most recent such
engagement relating to the 2021
evaluation.

The 2023 evaluation was led by
the Chairman. The Company
Secretary provided a briefing to the
Board outlining key focus areas for
consideration by the Directors against
key events addressed by the Board
during the year together with a review
of the matters for action emanating
from the previous evaluation.
The focus areas included Board
composition, Board agenda, Director
interaction, quality of information,
time allocation and decision making
processes. Following the briefing, the
Directors were invited to submit any
observations on Board processes and
performance to the Chairman. The
Chairman subsequently reviewed with
each Director their observations on
the items raised in the presentation.
Following the conclusion of the
Director engagement process, the
Chairman reported to the Board his
conclusion from the evaluation process
where he indicated that the Board as a
whole was operating effectively for the
long-term success of the Group and
that each Director was contributing
effectively and demonstrating
commitment to the role. No matters
for action were added as a result of the
latest evaluation.

Separately, as part of the evaluation
process, the non-executive Directors,
led by the Senior Independent Director,
met initially with the Chairman
and then without his presence to

evaluate the Chairman’s performance.
The Senior Independent Director
subsequently reported to the Board
that the non-executive Directors had
concluded that the Chairman was
providing effective leadership of the
Board.

The results of the evaluation were
also considered by the Nominations
Committee in their review of Board
composition.

Diversity
The Board has adopted a Board
Diversity Policy in compliance with the
European Union (Disclosure of non-
financial and diversity information by
certain large undertakings and Groups)
Regulation 2017. The promotion
of a diverse Board makes prudent
business sense, promotes effective
decision-making and ensures stronger
corporate governance.

The Group seeks to maintain a
Board comprised of talented and
dedicated Directors with a diverse
mix of expertise, experience, skills and
backgrounds reflecting the diverse
nature of the business environment
in which the Group operates. For
purposes of Board composition,
diversity includes, but is not limited
to, age, gender or educational and
professional backgrounds.

When assessing Board composition
or identifying suitable candidates
for appointment or re-election to
the Board, the Group, through the
Nomination Committee, considers
candidates on merit against objective
criteria having due regard to the
benefits of diversity and the needs of
the Board.

The Nomination Committee will give
due regard to diversity when reviewing
Board composition and considering
Board candidates. The Committee
will report annually, in the corporate
governance section of the Annual
Report, on the process it has used in
relation to any Board appointments.

Beyond the Board, of 68 individuals
holding a managerial position, 13 are
female and in relation to the total
workforce 41% are female. While
the Board acknowledges that these
ratios have been relatively static over
recent years and the imbalance of
this ratio compared to society at large,
it is reflective in part of the sector in
which the Group operates. While the
Board has not set any gender ratio
target, it is committed to improving
this ratio over time. In that regard the
Nomination Committee and Executive
Management Team, as appropriate,
actively seek out female candidates
when undertaking recruitment. To
ensure that this is being implemented
we have commenced the monitoring
of diversity and inclusion metrics across
the recruitment process.

Audit Risk and Internal
Control

The Board has described the Group
Strategy and Business Model setting
out how the Company generates value
over the longer term and the strategy
for delivering the objectives of the
Company.

The Board has overall responsibility for
determining the Group’s risk appetite
but has delegated responsibility for
the review, design implementation
and monitoring of the Group’s
internal control system to the Audit
and Risk Committee. These systems
are designed to manage rather
than eliminate the risk of failure to
achieve business objectives, and can
only provide reasonable, and not
absolute, assurance against material
misstatement or loss.

In accordance with Guidance on
Risk Management, Internal Control
and Related Financial and Business
Reporting (September 2014) issued
by the FRC, the Board confirms that
there is a continuous process for
identifying, evaluating and managing
the significant risks faced by the

Irish Continental Group87

Company and ten Redeemable Shares
(or such lesser number thereof, if any,
resulting from the redemption of one
or more thereof) held by the same
holder(s).

The rights and obligations attaching
to the ordinary shares and redeemable
shares are contained in the
Constitution of the Company.

The Directors may exercise their
power to redeem redeemable shares
from time to time pursuant to the
Company’s Constitution where there
are redeemable shares in issue.

The structure of the Group’s and
Company’s capital and movements
during the year are set out in notes 19
and 20 to the Financial Statements.

Restrictions on the Transfer of
Shares
There is no requirement to obtain the
approval of the Company, or of other
holders of ICG Units, for a transfer of
ICG Units. Certain restrictions may
from time to time be imposed by laws
or regulations such as those relating to
insider dealing.

For so long and to the extent that
any redeemable shares are in issue,
transfers of ordinary shares and
redeemable shares can, in those
circumstances, only be effected where
the transfer of one class of share (e.g.
ordinary share) involves a simultaneous
transfer of the other linked class of
shares (e.g. redeemable share) as an
ICG Unit. As noted, there are currently
no redeemable shares in issue. An ICG
Unit comprised one ordinary share and
nil redeemable shares at 31 December
2023 and 31 December 2022.

Group, that it has been in place for
the period under review and up to
the date of approval of the Financial
Statements, and that this process is
regularly monitored by the Board. The
effectiveness of these processes in
the Group is referenced in the Report
of the Audit and Risk Committee
(pages 91-95). The risk management
framework and processes including
the principal risks and uncertainties
identified are set out in the Risk
Management Report (pages 60-69).

No material weaknesses in internal
controls were reported to the Board
during the year.

Taking account of the Group’s current
position and principal risks, the
Directors have set out their assessment
of the prospects for the Group in the
Viability Statement contained in the
Report of the Directors (page 110).

Reporting
The Board is committed to providing
a fair, balanced and understandable
assessment of the Group’s position and
prospects to shareholders through the
Annual Report, the Interim Statement
and any other public statement
issued by the Group. The Directors
have considered this Annual Report
based on a review performed by
the Audit and Risk Committee and
have concluded that it represents a
fair, balanced and understandable
assessment of the Group’s position and
prospects.

Remuneration

The Board has delegated the approval
of remuneration structures and
levels of the executive Directors and
senior management remuneration
to the Remuneration Committee.
These are set out in the Report of the
Remuneration Committee (pages 99-
108).

Matters Pertaining to
Share Capital

The information set out below is
required to be contained in the Report
of the Directors under Regulation
21 of the European Communities
(Takeover Bids (Directive 2004/25/EC))
Regulations 2006 (S.I. 255/2006). The
information represents the position at
31 December 2023.

For the purposes of Regulations 21(2)
(c), (e), (j) and (k) of the European
Communities (Takeover Bids (Directive
2004/25/EC)) Regulations 2006 (S.I.
255/2006), the information given
under the following headings: (i)
Substantial Shareholdings (see Report
of the Directors page 111); (ii) Share
Option Plans* (page 107); (iii) Long
Term Incentive Plan* (pages 104-105);
(iv) Service Contracts * (page 106);
and (v) Share-based Payments (see
Note 30 to the Consolidated Financial
Statements); (vi) Borrowings (see
Note 21 to the Consolidated Financial
Statements);; are deemed to be
incorporated into this statement.
(* see Report of the Remuneration
Committee (pages 99-108))

Share Capital
The authorised share capital of the
Company is €29,295,000 divided
into 450,000,000 ordinary shares of
€0.065 each (ordinary shares) and
4,500,000,000 redeemable shares
of €0.00001 each (redeemable
shares). The ordinary shares
represent approximately 99.85% and
the redeemable shares represent
approximately 0.15% of the authorised
share capital. The issued share capital
of the Company as at the date of this
report is 165,595,258 ordinary shares.
There are no redeemable shares
currently in issue.

Ordinary shares and redeemable
shares (to the extent redeemable
shares are in issue) are inextricably
linked as an ICG Unit. An ICG Unit is
defined in the Constitution of the
Company as one Ordinary Share in the

Corporate Governance2023 Annual Report and Financial Statements88

Corporate Governance Report
Continued

ICG Units are, in general, freely
transferable but, in accordance with
the Companies Act 2014 (as amended)
and the Constitution, the Directors
may decline to register a transfer
of ICG Units upon notice to the
transferee, within two months after
the lodgement of a transfer with the
Company, in the following cases:

1. if redeemable shares are in issue,

where the transfer of shares does not
involve a simultaneous transfer of
the other class of shares with which
such shares are linked as an ICG Unit
(as described immediately above);

2. a lien is held by the Company; or

3. in the case of a purported transfer

to or by a minor or a person
lawfully adjudged not to possess an
adequate decision-making capacity;

4. unless the instrument of transfer
is accompanied by the certificate
of the shares to which it relates (if
any) and such other evidence as the
Directors may reasonably require to
show the right of the transferor to
make the transfer; or

5. unless the instrument of transfer is
in respect of one class only (unless
redeemable shares are in issue and
the proposed transfer is in respect of
ICG Units).

ICG Units held in certificated form are
transferable upon production to the
Company’s Registrars of the original
share certificate and the usual form
of stock transfer or instrument duly
executed by the holder of the shares.

ICG Units held in uncertificated form
are transferable in accordance with
the rules or conditions imposed by the
operator of the relevant system which
enables title to the ICG Units to be
evidenced and transferred without a
written instrument and in accordance
with the Companies Act, 1990
(Uncertificated Securities) Regulations
1996 (S.I. 68/1996) and Section 1085 of
the Companies Act 2014 (as amended).

In line with market practice, members
will be asked to renew these authorities
at the 2024 AGM.

General Meetings and
Shareholders Voting and other
Rights
Under the Constitution, the power to
manage the business of the Company
is generally delegated to the Directors.
However, the members retain the
power to pass resolutions at a General
Meeting of the Company which may
give directions to the Directors as to
the management of the Company.

The Company must hold an AGM each
year in addition to any other meetings
in that year and no more than 15
months may elapse between the date
of one AGM and that of the next. The
AGM will be held at such time and
place as the Directors determine. All
General Meetings, other than AGMs,
are called Extraordinary General
Meetings.

Extraordinary General Meetings shall
be convened by the Directors or on
the requisition of members holding,
at the date of the requisition, not
less than five percent of the paid up
capital carrying the right to vote at
General Meetings and in default of
the Directors acting within 21 days to
convene such a meeting to be held
within two months, the requisitionists
(or more than half of them) may, but
only within three months, themselves
convene a meeting.

No business may be transacted at any
General Meeting unless a quorum is
present at the time when the meeting
proceeds to business. Two or more
members present in person or by proxy
and entitled to vote at such meeting
constitutes a quorum.

The holders of ICG Units have the right
to receive notice of, attend, speak and
vote at all General Meetings of the
Company.

The rights attaching to ordinary shares
and redeemable shares comprised
in each ICG Unit remain with the
transferor until the name of the
transferee has been entered on the
Register of Members of the Company.

No person holds securities in the
Company carrying special rights with
regard to control of the Company.
The Company is not aware of any
agreements between holders of
securities that may result in restrictions
in the transfer of securities or voting
rights.

The Powers of the Directors
Including in Relation to the
Issuing or Buying Back by the
Company of its Shares
Under the Constitution of the
Company, the business of the
Company is to be managed by the
Directors who may exercise all the
powers of the Company subject to the
provisions of the Companies Acts 2014
(as amended), the Constitution of the
Company and to any directions given
by members at a General Meeting.
The Constitution further provides
that the Directors may make such
arrangements as may be thought fit
for the management of the Company’s
affairs including the appointment
of such attorneys or agents as they
consider appropriate and delegate
to such persons such powers as the
Directors may deem requisite or
expedient.

At the Company’s AGM held on 11 May
2023, resolutions were passed whereby;

1. the Company, or any of its

subsidiaries, were authorised to
make market purchases of up to
15% of the issued share capital of the
Company; and

2. the Directors were authorised until
the conclusion of the next AGM,
to allot shares up to an aggregate
nominal value of 66.66% of the then
present issued ordinary share capital
and the present authorised but
unissued redeemable share capital
of the Company subject to the
provision that any shares allotted in
excess of 33.33% of the then present
issued ordinary share capital must be
allotted pursuant to a rights issue.

Irish Continental Group89

The Company publishes the date of
its AGM on its website www.icg.ie on
or before 31 December of the previous
financial year.

Rights to Dividends and Return of
Capital
Subject to the provisions of the
Company’s Constitution, the holders
of the ordinary shares in the capital
of the Company shall be entitled to
such dividends as may be declared
from time to time on such shares.
The holders of the redeemable shares
(if any) shall not be entitled to any
dividends.

On a return of capital on a winding up
of the Company or otherwise (other
than on a conversion, redemption or
purchase of shares), the holders of
the ordinary shares shall be entitled,
pari passu with the holders of the
redeemable shares (if any) to the
repayment of a sum equal to the
nominal capital paid up or credited as
paid up on the shares held by them
respectively. Thereafter, the holders of
the ordinary shares shall be entitled
to the balance of the surplus of assets
of the Company to be distributed
rateably according to the number of
ordinary shares held by a member. The
redeemable shares shall not confer
upon the holders thereof any rights
to participate further in the profits or
assets of the Company.

Rules Concerning Amendment of
the Company’s Constitution
As provided in the Companies
Act 2014, the Company may, by
special resolution, alter or add to its
Constitution. A resolution is a special
resolution when it has been passed
by not less than 75 per cent of the
votes cast by members entitled to vote
and voting in person or by proxy, at a
General Meeting at which not less than
21 days’ notice specifying the intention
to propose the resolution as a special
resolution, has been duly given.

In the case of an AGM or of a meeting
for the passing of a Special Resolution
or the appointment of a Director, 21
clear days’ notice at the least, and in
any other case 14 clear days’ notice at
the least (assuming that the members
have passed a resolution to this effect
at the previous year’s AGM), needs
to be given in writing in the manner
provided for in the Constitution to all
the members, Directors, Secretary,
the Auditor for the time being of the
Company and to any other person
entitled to receive notice under the
Companies Act.

Voting at any General Meeting is
by a show of hands unless a poll is
properly demanded. On a show of
hands, every member who is present
in person or by proxy has one vote
regardless of the number of shares
held by a shareholder. On a poll, every
member who is present in person or
by proxy has one vote for each share
of which he/she is the holder. A poll
may be demanded by the Chairman
of the meeting or by at least three
members having the right to vote
at the meeting or by a member or
members representing not less than
one-tenth of the total voting rights of
all the members having the right to
vote at the meeting or by a member
or members holding shares in the
Company conferring a right to vote at
the meeting, being shares on which
an aggregate sum has been paid up
equal to not less than one-tenth of
the total sum paid up on all the shares
conferring that right.

Deadlines for Exercising Voting
Rights
Voting rights at General Meetings of
the Company are exercised when the
Chairman puts the resolution at issue
to the vote of the meeting. A vote
decided on a show of hands is taken
forthwith. A vote taken on a poll for
the election of the Chairman or on a
question of adjournment is also taken
forthwith and a poll on any other

question is taken either immediately,
or at such time (not being more than
30 days from the date of the meeting
at which the poll was demanded
or directed) as the Chairman of the
meeting directs. Where a person is
appointed to vote for a member as
proxy, the instrument of appointment
must be received by the Company
not less than 48 hours before the time
appointed for holding the meeting
or adjourned meeting at which the
appointed proxy proposes to vote, or,
in the case of a poll, not less than 48
hours before the time appointed for
taking the poll.

EU (Shareholders' Rights)
Regulations 2020
The holders of ICG Units have the
right to attend, speak, ask questions
and vote at General Meetings of the
Company. The Company, pursuant to
Section 1105 of the Companies Act 2014
and Regulation 14 of the Companies
Act 1990 (Uncertificated Securities)
Regulations 1996, specifies record
dates for General Meetings, by which
date members must be registered
in the Register of Members of the
Company to be entitled to attend and
vote at the meeting.

Pursuant to Section 1104 of the
Companies Act 2014, a member, or
a group of members who together
hold at least three per cent of the
issued share capital of the Company,
representing at least three per cent
of the total voting rights of all the
members who have a right to vote at
the meeting to which the request for
inclusion of the item relates, have the
right to put an item on the agenda,
or to modify an agenda which has
been already communicated, of a
General Meeting. In order to exercise
this right, written details of the item
to be included in the General Meeting
agenda must be accompanied by
stated grounds justifying its inclusion
or a draft resolution to be adopted at
the General Meeting together with
evidence of the member or group
of members shareholding must be
received, by the Company, 42 days in
advance of the meeting to which it
relates.

Corporate Governance2023 Annual Report and Financial Statements90

Corporate Governance Report
Continued

Rules Concerning the
Appointment and Replacement of
Directors of the Company
Other than in the case of a casual
vacancy, Directors of the Company
are appointed on a resolution of the
members at a General Meeting, usually
the AGM.

No person, other than a Director
retiring at a General Meeting is eligible
for appointment as a Director without
a recommendation by the Directors for
that person’s appointment unless, not
less than six or more than 40 clear days
before the date of the General Meeting,
written notice by a member, duly
qualified to be present and vote at the
meeting, of the intention to propose
the person for appointment and notice
in writing signed by the person to be
proposed of willingness to act, if so
appointed, shall have been given to the
Company.

The Directors have power to fill a casual
vacancy or to appoint an additional
Director (within the maximum number
of Directors fixed by the Constitution
of the Company (as may be amended
by the Company in a General Meeting))
and any Director so appointed holds
office only until the conclusion of the
next AGM following their appointment,
when the Director concerned
shall retire, but shall be eligible for
reappointment at that meeting.

Each Director must retire from
office no later than the third AGM
following their last appointment or
reappointment. In addition, one-third
of the Directors for the time being (or if
their number is not three or a multiple
of three, then the number nearest to
one-third), are obliged to retire from
office at each AGM on the basis of the
Directors who have been longest in
office since their last appointment.

The Company has adopted the
provisions of the UK Corporate
Governance Code in respect of the

annual election of all Directors. All
Directors will retire at the forthcoming
AGM and following review are being
recommended for re-election.

A person is disqualified from being a
Director, and their office as Director
ipso facto vacated, in any of the
following circumstances:

1. if s/he is adjudicated bankrupt or
being bankrupt has not obtained
a certificate of discharge in the
relevant jurisdiction; or

2. if in the opinion of a majority of his/
her co-Directors, the health of the
Director is such that he or she can
no longer be reasonably regarded
as possessing an adequate decision-
making capacity so that s/he may
discharge his/her duties; or

3. if s/he ceases to be, or is removed as
a Director by virtue of any provision
of the Acts or the Articles, or s/he
becomes prohibited by law from
being a Director or is restricted by
law in acting as a Director; or

4. if s/he (not being a Director holding

for a fixed term an executive office in
his/her capacity as a Director) resigns
his/her office by notice in writing to
the Company; or

5. if s/he is absent for six successive

months without permission of the
Directors from meetings of the
Directors held during that period
and the Directors pass a resolution
that by reason of such absence s/he
has vacated office; or

6. if s/he is removed from office by

notice in writing served upon him/
her signed by all his/her co-Directors;
if s/he holds an appointment to
an executive office which thereby
automatically determines, such
removal shall be deemed an act of
the Company and shall have effect
without prejudice to any claim for
damages for breach of any contract
of service between him/her and the
Company; or

7. if s/he is convicted of an indictable

offence not being an offence
under the Road Traffic Act, 1961 or
any statutory provision in lieu or
modification thereof.

Notwithstanding anything in the
Constitution or in any agreement
between the Company and a Director,
the Company may, by Ordinary
Resolution of which the required notice
has been given in accordance with
Section 146 of the Companies Act 2014,
remove any Director before the expiry
of their period of office.

Dematerialisation of ICG Units
Under the EU Central Securities
Depositories Regulation (EU) 909/2014
(“CSDR”), there is a requirement
for all securities in Irish issuers that
are admitted to trading or traded
on trading venues in the European
Economic Area to be represented
in book-entry form by 1 January
2025. “Book-entry form” means an
electronic record of ownership without
the need for any further document
(e.g. a share certificate) to be issued
to a shareholder to evidence their
ownership of shares. In accordance
with CSDR, since 1 January 2023 all
new issues of ICG units are held in
book entry form, with all remaining
shares to be held in book-entry form
by 1 January 2025. Share certificates
for shareholders who currently hold
their shares in certificated form will
remain valid until 1 January 2025, and
further updates about the switch to
book-entry form will be provided in
due course.

Irish Continental GroupReport of the Audit and Risk Committee

Dear shareholder,

I am pleased to present the Report of
the Audit and Risk Committee (the
Committee) for the year ended 31
December 2023. I have served on the
Committee since August 2022 and was
appointed as Chair in November 2022.

The Committee plays an important
role in ensuring the Group’s financial
integrity for shareholders through
oversight of the financial reporting
process, including the risk and
control systems which underlie that
process. This report sets out how the
Committee fulfilled its duties under its
Terms of Reference, the UK Corporate
Governance Code, the Irish Annex and
relevant legislation.

Composition
The Audit Committee membership
during the year is set out in the table
below which also details attendance
and tenure.

At 31 December 2023, the Committee
comprised of three non-executive
Directors, all of whom have been
determined by the Board to be
independent. The members bring
significant professional expertise
to their roles gained from a broad
level of experience gained outside
of the Group. This, together with
their experience as Directors of the
Company, assures that the Committee
as a whole has competence relevant to
the sector in which the Group operates.
The members’ biographies are set out
under Director Biographies (pages
76-77). The Board has determined
that Éimear Moloney has recent and
relevant financial experience. Éimear is
a qualified chartered accountant and
has experience of audit committee
membership at other listed companies.
The other members of the Committee
have wide experience of corporate
financial and risk matters. Overall,
the Committee is independent and
possesses the skills and knowledge to
effectively discharge its duties under
the Committee’s Terms of Reference.
The Company Secretary acts as
secretary to the Committee.

There were four scheduled meetings
during the year at which all members
attended. In addition, where requested,
the Chief Executive Officer, the Chief
Financial Officer, Board Chair and other
members of the Risk Management
Committee also attended. The
scheduled meetings normally take
place on the same day as Board
meetings. The Chairman provides
updates to the Board on key matters
discussed and minutes are circulated
to the Board.

Member

E. Moloney – Chair (appointed:
Nov-22)

L. Williams

D. Clague

Appointed to
Committee

Aug-22

May-21

Aug-21

Meetings
Held

Meetings
Attended

Tenure

1.5 years

2.7 years

2.5 years

Role and Responsibilities
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 Group’s website www.
icg.ie. During 2023, the terms of reference
were updated by the Board to recognise
the changing environment around risk
and climate developments and their
effect on the business together with
recent and expected increased reporting
requirements. The Committee name
was also amended to the Audit and Risk
Committee to reflect the greater sphere
of responsibility.

The principal responsibilities of the
Committee cover the following areas;

• Supporting the Board in fulfilling

its responsibilities in relation to the
integrity of the financial reporting
process including assessment of
key estimates, critical accounting
judgements, going concern and
viability statements.

• Advise whether the Annual Report and
Financial Statements, taken as a whole,
is fair, balanced and understandable
and provide the information necessary
for shareholders to assess the
Group and Company’s position and
performance, business model and
strategy.

• Overseeing the functioning of the

internal audit function.

• Monitor the effectiveness of the Group’s
internal controls and risk management
systems, including the functioning
of the Executive Risk Management
Committee and the structures
and arrangements supporting the
Directors’ Compliance Statement.

• Managing the relationship with
the external auditor, including
consideration of the appointment of
the external auditor, the level of audit
fees, any questions of independence,
the provision of non-audit services and
resignation or dismissal.

• Managing the relationships with

external financial regulatory authorities

Corporate Governance2023 Annual Report and Financial Statements92

Report of the Audit and Risk Committee
Continued

Work Performed
The principal work undertaken by the
Committee during the period under
review was focused on the following
areas;

Financial Reporting
The Committee reviewed the Group’s
Half Yearly Financial Report for the
six months ended 30 June 2023 the
Preliminary Statement of Results
and Annual Report and Financial
Statements, for the financial year
ended 31 December 2023 and the two
Trading Statements issued during the
year. These reviews considered;

• Assessment of the effects of new

standards effective for reporting in
financial year 2023;

• Other than for any new standards,
the consistency, appropriateness
and application of the Group’s
accounting policies;

• The clarity and completeness of

disclosures and compliance with
financial reporting standards,
legislative and regulatory
requirements;

• Whether these reports, taken
as a whole, were fair, balanced
and understandable and provide
the information necessary for
shareholders to assess the Group’s
position and performance, business
model and strategy;

• A comparison of these results with

management accounts; and

• The critical accounting judgements

and key sources of estimation
applied in the preparation of the
Financial Statements.

In assessing if the Financial Statements
have dealt appropriately with each
area of judgement, the Committee
challenged the key assumptions and
methodologies used by management
in formulating estimates. The key
sources of estimation uncertainty and
critical accounting judgements applied
in the preparation of the Financial
Statements for the financial year
ended 31 December 2023 are set out
below with further details at Note 3 to
the Financial Statements.

Key Estimates

Critical Accounting Judgements

• Post-employment benefits

• Impairment

The Group operates a number of
Group sponsored pension schemes
and is also a participating employer
in the Merchant Navy Officers
Pension Fund, a multi-employer
scheme. Details of these schemes
are set out in note 31 to the Financial
Statements. The size of the pension
obligations at €96.9 million (2022:
€91.6 million) are material to the
Group and sensitive to actuarial
assumptions. The Committee
has reviewed the advice received
from an actuary independent of
the schemes on the setting of
actuarial assumptions used by the
scheme actuaries in estimating the
outstanding pension obligations
at the year end. The Committee
was satisfied that the assumptions
used were reasonable and that the
obligations set out in the Financial
Statements are consistent with the
assumptions and fairly presented.

The Committee also noted that for
certain schemes, assets exceeded
liabilities resulting in a pension
surplus at 31 December 2023 of
€39.4 million (2022: €33.6 million).
The Committee made inquiries of
management to ensure that this
amount represented a fair estimate
of the unconditional right of a refund
the Group may expect in the future.

• Useful lives for property, plant and
equipment and intangible assets
Long-lived assets comprising
primarily of property, plant and
equipment and intangible assets
represent a significant portion of
total assets. Changes in the useful
lives may have a significant impact
on the annual depreciation and
amortisation charge. The Committee
reviewed the useful life estimates
of significant assets including
technological developments,
regulatory developments, operating
performance and industry scrapping
cycles and were satisfied that the
estimates used were reasonable.

The Group does not have assets
which are required to be tested
annually for impairment. In
relation to other significant assets,
the Committee made inquiries
of management to determine
whether there were any indications
of impairment. The Committee
discussed with management their
approach to the identification of
indictors of impairment including
management’s assessment of the
economic performance of assets,
technological developments, new
rules and regulations including
environmental regulation,
shipbuilding costs, valuation models
and the carrying value versus market
capitalisation of the Group.

The Committee noted that the
profitability of the Irish Ferries
branded operations had been
materially affected in financial years
2021 and 2020, due to the imposition
of government travel restrictions as
a result of the Covid 19 pandemic.
This decline in profitability had
been subsequently assessed as an
indication of impairment in those
years. Following the lifting of all travel
restrictions in early 2022, passenger
carryings recovered and this recovery
was sustained throughout 2023
broadly in line with management
expectations. The related strong
recovery in profitability was
considered such that this factor
was no longer considered to be
an indicator of impairment at 31
December 2023 consistent with the
prior year assessment.

The Committee discussed with
management their assessment
that the declining trends in market
charter rates for container vessels
during 2023 and persisting at
the period end amounted to an
indication of impairment of the
Group’s container vessel fleet. The
Committee noted that for 2023,
management were confining this
assessment to the container vessel
fleet only whereas in the prior year
the assessment had been applied to
the Groups full fleet including ferries.

Irish Continental Group

Viability Statement
The Committee reviewed and
challenged management’s
assumptions and scenarios together
with the calculations supporting
the Viability Statement set out the
Report of the Directors (page 110).
The Committee also considered
the appropriateness of the five year
assessment time frame and that the
Group’s principal and emerging risks
had been appropriately considered.
The Committee was satisfied that
a robust assessment had been
completed and reported this to the
Board.

Fair, balanced and understandable
The Committee reviewed the
2023 Annual Report and Financial
Statements to ensure that in its
opinion taken as a whole, it is fair,
balanced and understandable and
provides the information necessary
for shareholders to assess the Group’s
position and performance, business
model and strategy.

Recommendations to the Board
Based on the work undertaken, the
Committee reported to the Board
that the Annual Report and Financial
Statements for the year ended 31
December 2023 taken as a whole, is
fair, balanced and understandable, and
provides the information necessary for
shareholders to assess the Group and
Company’s position and performance,
business model and strategy and
recommended that the Annual Report
and Financial Statements be approved
by the Board.

The Committee had also
recommended the approval of the
Half Yearly Financial Report for the
six months ended 30 June 2023 and
the Trading Statements issued during
2023.

reduced volumes over budget
levels and higher fuel prices. The
Committee also considered existing
and future financial resources which
could reasonably be expected to be
available to the Group on normal
market terms. The going concern
modelling covered a period of 12
months from the date of approval of
the Financial Statements.

Following completion of the above,
the Committee were satisfied
that the Group will have adequate
financial resources to continue
in operational existence for the
foreseeable future and the use of
the going concern basis remained
appropriate in the preparation of
the financial statements. The Going
Concern Statement is set out at
Note 3 to the Consolidated Financial
Statements.

• Leases – determination of lease

term
There is judgement required in
determining the term of a leased
vessel where there are any periods
covered by options to extend the
lease and/or purchase the vessel if
these are reasonably certain to be
exercised, or any periods covered
by an option to terminate the lease,
if it is reasonably certain not to
be exercised. The assessment of
whether the Group is reasonably
certain to exercise such options
impacts the lease term, which
significantly affects the amount
of lease liabilities and right-of-use
assets recognised. The Committee
challenged management on the
factors considered in determining
the lease terms for those significant
leases which contained unexercised
renewal options at the reporting
period end. The Committee
were satisfied that a robust
consideration taking into account
likely developments in the market
and the Group had been made in
determining the lease terms.

The Committee were satisfied with
the management explanation of
the differing characteristics of both
fleets and that the assessment was
correctly applied to the container
vessel fleet only.

The Committee reviewed
management’s calculations of the
recoverable value estimates prepared
on the container vessel fleet which
were prepared based on the
conditions and information available
at 31 December 2023. The Committee
examined the methodology, key
assumptions and key judgements
used including the limitations of
the independent vessel valuations,
derivation of estimated future
charter rates and the discount rate
used in the value in use calculations.
The Committee also considered
management’s views on the likely
effect of environmental regulations
on premature obsolescence and
future operating costs.

The Committee was satisfied that the
recoverability assessment performed
at the reporting date was robust,
comprehensive and supported
the carrying value of the container
vessel fleet as at 31 December 2023.
The Committee agreed with the
management conclusion that no
provision for impairment against the
carrying value of the Group’s fleet
was required at 31 December 2023.

• Going concern

The Committee reviewed the
appropriateness of using a going
concern assumption for the
preparation of the Group Financial
Statements.

The Committee noted that the
recovery in profitability in the ferry
operations seen in 2022 following
the Covid pandemic, had sustained
during 2023 and was materially in
line with expectations.

The Committee reviewed and
challenged management on their
going concern modelling including
assumptions and sensitivities in
a number of trading scenarios
including the possible effects of

Corporate Governance2023 Annual Report and Financial Statements

Report of the Audit and Risk Committee
Continued

Engagement with Regulators
The Committee oversaw management’s
engagement with the Irish Auditing
and Accounting Supervisory Authority
(IAASA) regarding their inquiries into
certain aspects of the Annual Report
and Financial Statements for the
year ended 31 December 2022. The
Committee noted that no adverse
findings were assessed.

Risk Management and Internal Control
The Board is responsible for the Group’s
risk management and system of internal
control. The Board’s approach to risk
management is set out in the Risk
Management Report (pages 60-69).
The Committee, on behalf of the Board,
reviews the effectiveness of the Group’s
control environment including internal
controls and risk identification and
management systems.

The Risk Management report describes
the principal risks and uncertainties
faced by the Group. Risks are grouped
under strategic, operational, IT system
and cyber and financial risks. The risk
management system is dynamic and
monitors for signals of new emerging
risks which during 2023 included
political tensions in eastern Europe
and Middle East, the effect of proposed
regulations over seafarer working
conditions. Further details on these are
set out in the Risk Management Report
(pages 60-69).

The Committee oversees the work of the
Risk Management Committee (RMC)
which coordinates a unified system of
ongoing identification, monitoring and
reporting of risks throughout the Group.
The activities of the RMC are undertaken
alongside the activities of Internal Audit.

During the year, the Committee
met with members of the RMC and
presentations were made outlining
the work undertaken in managing
risk monitoring systems, procedures
for ensuring the Group Risk Register is
being updated for new and emerging
risks and the management of exposure
to principal risks. The work of the RMC

is also central in putting consideration
of risk to the fore in business decision
making throughout the Group. The
Committee reviewed with the RMC
those activities giving risk to the
highest risk exposures and formulated
a recommendation to the Board to
continue those activities as being
necessary to the Group’s operations.
The Committee also received regular
reports throughout the year including
internal audit reviews, operational
and safety risk reviews including
information technology and cyber
security. In addition, the Chairman
meets regularly with Group Internal
Audit and the Committee approved
the 2023 Internal Audit Plan.

The Committee reviewed the
effectiveness and resourcing of the
RMC and Internal Audit activities.
The Committee was satisfied that
management had rectified an internal
audit resourcing deficit in early 2023
and that the internal audit program
had not been adversely affected. The
Committee was satisfied that all other
risk management and internal control
systems had been in place throughout
the financial year. In conducting the
review, the Committee acknowledges
that the risk management and internal
control system is designed to manage
and mitigate rather than eliminate
risk. The Committee was satisfied
that the RMC and Internal Audit
were achieving their objectives and
that the Group control environment
remains appropriate and effective. This
assessment has been reported to the
Board.

The Committee also reviewed the
effectiveness of the arrangements
and structures which the Company
has designed and put in place to
secure material compliance with
its Relevant Obligations as defined
under Companies Act 2014. Relevant
obligations comprise compliance
with certain company law and tax
obligations. The Committee reported to
the Board that the arrangements and
structures were sufficient to secure
material compliance with its Relevant
Obligations.

External Audit
The Committee is responsible for
managing the relationship with
the Group’s external auditor and
monitoring their performance,
objectivity and independence. The
Committee evaluates on an annual
basis, at the conclusion of the audit,
the effectiveness of the external audit
process.

2023 External Audit Process
The Committee met with KPMG prior
to the commencement of the audit
of the Financial Statements for the
financial year ended 31 December 2023.
The Committee considered KPMG’s
internal policies and procedures
for maintaining independence and
objectivity and their approach to audit
quality. The Committee assessed the
quality of the external audit plan as
presented by KPMG and satisfied itself
as to the expertise and resources being
made available. The Committee also
reviewed the terms of the Letter of
Engagement and approved the level of
remuneration.

KPMG reported their key audit
findings to the Committee in March
2024 prior to the finalisation of the
Financial Statements. This report,
which included a schedule of non-
material unadjusted errors and
misstatements, significant judgements
and estimations and key areas of risk,
was considered by the Committee in
forming their recommendation to the
Board. The Committee also considered
the representations sought by KPMG
from the Directors.

KPMG’s key audit findings report
included control weaknesses noted
during their audit, none of which were
considered significant deficiencies
so as to cause KPMG to amend the
scope of their original audit plan.
The Committee has considered
these and, having discussed with
management, have directed remedial
action be taken where considered
appropriate. The Committee has
also considered feedback from
management involved in the audit
process regarding interaction with
and level of preparedness of the audit

Irish Continental Group95

team. The Committee also meet with
the audit team without the presence of
management.

previously employed by the external
auditor within the previous two years
of proposed employment by the Group.

The Audit Committee has considered
all relationships between the Company
and the external audit firm, KPMG,
including the provision of non-audit
services as disclosed in note 9 to the
financial statements which are within
the thresholds set out in Part 27 of the
Statutory Audits of Companies Act
2014. The Committee does not consider
that those relationships or the level
of non-audit fees impair the auditor’s
judgement or independence.

Based on consideration of the above
the Committee concluded that it
was satisfied with the performance,
objectivity and independence of the
external auditor.

Éimear Moloney
Chair of the Audit Committee

6 March 2024

The Committee evaluated KPMG’s
performance which included an
assessment of KPMG’s communication
process with the Committee and
senior management, knowledge of
the Group and industry sector and
resource commitment to the external
audit and the Committee is satisfied
that in conducting the audit of the
2023 Financial Statements, KPMG were
effective, objective and independent.

As auditor, KPMG confirmed to the
Company that they comply with the
Ethical Standards for Auditors (Ireland)
2020 as issued by IAASA and that, in
their professional judgement, they and,
where applicable, all KPMG network
firms are independent and their
objectivity is not compromised.

KPMG confirmed to the Company
that the lead partner will be rotated
every five years to ensure continued
objectivity and independence. Mr.
Colm O’Sé (who was appointed in 2021)
has acted as lead partner for the audit
of the 2023 Financial Statements.

Auditor Independence
The Committee permits the external
auditor to provide non-audit services
where they are permitted under
Part 27 of the Statutory Audits of
Companies Act 2014 and are satisfied
that they do not conflict with auditor
independence. The Committee’s policy
on the provision of non-audit services
requires that each engagement for
the provision of non-audit services
requires approval of the Committee.
The Committee approved the
engagement of the external auditor to
provide certain tax compliance services
and reporting accountant services in
respect of certain pension scheme in
respect of the 2023 financial year. This
approval was granted on the basis of
procedural efficiency. The Committee
must also give approval for the
employment of any person who was

Corporate Governance2023 Annual Report and Financial Statements96

Report of the Nomination Committee

Dear shareholder,

I am pleased to present the Report
of the Nomination Committee (the
Committee) for the year ended 31
December 2023

This Report sets out how the
Committee fulfilled its duties under
its terms of reference and the UK
Corporate Governance Code, the Irish
Annex and relevant legislation.

The Board is comprised of four non-
executive Directors and two executive
Directors. With the significant
refreshment of the Board which had
taken place in recent years, the focus of
the Committee during the period was
to ensure that the Board continued to
possess the necessary skills to address
the dynamic business and regulatory
environment facing the Company.

The Committee recognises that at
the heart of every organisation are its
people, culture and values and against
that backdrop the Committee sets
the framework for the development
of an inclusive and high-performing
leadership team and workforce.

Committee Membership
The Committee membership is set out in the table below which also details
attendance and tenure. All Directors bring significant professional expertise to
their roles on this Committee as set out in their professional biographies (pages
(76-77).

Member

Appointed to
Committee

Meetings
Held

Meetings
Attended

J.B. McGuckian – Chair (appointed:
Nov-22)

Aug-22

L. Williams*

D. Clague*

E. Moloney*

E. Rothwell

* Independent Director

May-21

Aug-21

Aug-22

Dec-99

Tenure

1.5 years

2.7 years

2.5 years

1.5 years

24 years

In addition to the scheduled meeting, there was significant engagement
between Committee members throughout the period to progress the
Committee’s business.

Role and Responsibilities
The role, responsibilities and duties of
the Committee are set out in written
terms of reference and are reviewed
annually. The Terms of Reference are
available on the Group’s website www.
icg.ie.

Its duties are to regularly evaluate
the balance of skills, knowledge,
experience and diversity of the Board
and Committees and lead the process
for appointments, ensure plans are in
place for orderly succession to both
the Board and senior management
positions and overseeing the
development of a diverse pipeline for
succession.

The Committee’s effectiveness is
evaluated within the overall Board
evaluation process outlined in the
Corporate Governance Report (page
86). No matters of concern were
noted in relation to the Committee’s
effectiveness.

Board Composition and Renewal
The Committee considered the results
of the Board evaluation and the
changes to Board composition made
during the prior year. The Committee
was satisfied that the Board continues
to be of adequate size and composition
to suit the current scale of its
operations and has an appropriate
balance of skills, knowledge,
experience and diversity to enable it to
effectively discharge its duties.

The Committee continues to place
a particular focus on ensuring
greater diversity at Board and senior
management level. We are confident
the changes we make to succession
planning will address this imbalance in
the organisation versus best practice in
the periods ahead. Outside of gender
and ethnic diversity, as a Committee,
we are confident the current Board’s
skillset ensures the ability to oversee
management and contribute to the
development of strategy.

Irish Continental Group97

cognisant of the appointment of
Mr. McGuckian well in advance of
the revisions to market expectations
on Chair tenure. The Committee
expects to align with the provisions
of the UK Code on this issue in the
future. However, at this time, and
particularly in light of the recent
strategic expansion of the Group, the
Committee determined it appropriate
for Mr. McGuckian to continue as
Chair and leader of the Board. The
Committee was also satisfied that the
role of the Senior Independent Director
further ensures clear division between
management and oversight.

No Committee member voted on a
matter concerning their position as a
Director.

Inclusion and Diversity
The Committee reviewed the processes
agreed in respect of workforce
engagement described earlier in
the Corporate Governance Report
(page 83) and was satisfied that these
arrangements remain appropriate to
the Group’s circumstances.

The Group values diversity and the
benefits it can provide in promoting
the success of the business. The
Board’s Diversity Policy is discussed
in the Corporate Governance
Report (page 86). In considering
any appointment to the Board the
Committee identifies the set of skills
and experience required. Individuals
are selected based on the required
competencies of the role with due
regard for the benefits of diversity.

The Committee notes the Code’s
comments on non-executive Director
tenure and the tenure profile of the
existing non-executive Directors. The
average tenure of the non-executive
Directors, including the Chairman, is
10.7 years and 2.3 years excluding the
Chairman.

Appointments
There were no new appointments to
the Board or senior leadership team
during the period.

All non-executive Directors receive
a letter of appointment setting
out the terms of the appointment,
responsibilities and expected time
commitments. Copies of these letters
are available for inspection at the
Annual General Meeting (AGM) and at
the Company’s registered office.

In compliance with the provisions
of the Code, any person co-opted to
the Board during the year will seek
re-election at the next AGM together
with all the Directors. All newly
appointed Directors will as part of
the induction process be provided
with comprehensive information on
the Group’s strategy, structure and
performance reporting. They will also
be afforded opportunity to meet senior
management and visit Group sites.

Engagement
The Committee welcomed the results
on the individual Director re-election
resolutions tabled at the 2023 Annual
General Meeting where support for
the re-election of all Directors was
above the threshold set in the Code.
Notwithstanding the Committee
noted the 19% of votes against the
re-election of the John. B. McGuckian,
Chairman of the Board. The Company
maintains an ongoing dialogue
with major shareholders and had
engaged extensively with them in
advance of the 2023 Annual General

Meeting. The general consensus
was that, notwithstanding Mr.
McGuckian’s tenure, our shareholders
were supportive of Mr. McGuckian
continuing as a Director and Chairman
of the Board in the circumstances
where the Group had recently
undertaken major strategic initiatives
together with a number of recent non-
executive Director appointments to
the Board. A minority of shareholders
had expressed a reservation around
succession planning and voted against
the re-election of Mr. McGuckian in
his role as Chair of the Nominations
Committee. The Committee is
cognisant of the importance of
succession planning for senior roles
and while it reviews this on an ongoing
basis considers it inappropriate to
provide details in advance of any
succession event.

Director Independence
The Committee reviewed ongoing
Director independence and did not
identify any issues that were likely to
impair, or could appear to impair the
independence of the non-executive
Directors, Lesley Williams, Dan Clague
and Éimear Moloney.

The Committee recommended to
the Board the re-appointment of
all the Directors at the Company’s
AGM. In considering the proposals for
the re-election, the Committee had
particular regard to the tenure of John
B. McGuckian. Mr. McGuckian has
served as Chairman of the Board since
2004 and as a non-executive Director
since 1988. This recommendation was
proposed following a robust review of
the knowledge, skills and experience
that he contributes, in the interests
of the Company and stakeholders.
The Committee assessed him to be
both independent in character and
judgement and to be of continued
significant benefit to the Board.
Recognising the provisions of the
UK Code, the Committee was also

Corporate Governance2023 Annual Report and Financial Statements98

Report of the Nomination Committee
Continued

The Group’s gender diversity is set
out in the Corporate Governance
Report (page 86). Currently, the female
composition of the Board is 33% (2022:
33%), 22% (2022: 22%) among senior
managers and 41% (2022: 39%) across
the organisation as a whole. While
this indicates marginal progress year
on year, the Committee continues
to focus on improving these ratios.
In relation to future Board and
senior manager appointments the
Committee continues to actively seek
out a greater pool of female candidates
for consideration. The Committee has
also requested executive management
to ensure this requirement is followed
for recruitment across all levels of the
organisation.

External search agencies independent
of the Group are engaged to assist
where appropriate and their mandates
include considerations of diversity.

disclosures on an aggregated basis.
The Board has considered this
requirement and concluded that due
to the small the size of the Board that
compliance with this requirement
would not be consistent with the
Company’s data processing obligations
under Irish and EU data protection
legislation.

The Committee reports the following
Board balance statistics at 31
December 2023

Gender

67% male / 33% Female

Independence

50% independent / 50% non-independent

Independence
(excluding Chair)

Age

Tenure

60% independent / 40% non-independent

Average age 62 years in a range 44 to 84 years

Average tenure 16 years in a range 2 to 37 years

The Committee notes the
requirements of UK Listing Rule 9.8.6
concerning certain Board diversity

John B. McGuckian
Chair of the Nomination Committee

6 March 2024

Irish Continental GroupReport of the Remuneration Committee

Dear Shareholder,

I am pleased present the Directors’
Remuneration Report for year ended
31 December 2023. I have served on the
Committee since August 2021 and was
appointed as Chair in November 2022.
This report sets out the Company’s
remuneration policy and framework
and how it was applied during 2023.

The Remuneration Committee
The Remuneration Policy and
Framework is overseen by the
Remuneration Committee. Committee
membership during 2023 is set out
in the table below which also details
attendance and tenure. All Directors
bring significant professional expertise
to their roles on this Committee as
described in the Director Biographies
(pages 76-77).

The Committee’s duties are to establish
a remuneration framework that;

• Will attract, motivate and retain high

calibre individuals;

• Will reward individuals appropriately

according to their level of
responsibility and performance;

• Will motivate individuals to

perform in the best interest of the
shareholders; and

• Will not encourage individuals to

take risks in excess of the Company’s
risk appetite.

Within this framework the Committee
has formulated a Remuneration Policy
which was submitted to shareholders
at the 2021 AGM by way of an advisory
resolution which received 87%
approval. This Remuneration Report
sets out how we have applied the
Remuneration Policy during FY 2023
and will be put to a shareholder vote as
an advisory resolution at the 2024 AGM.

The Committee ensures that the
remuneration structures and levels are
set to attract and retain high calibre
individuals necessary at executive
Director and senior manager level and
to motivate them to deliver strategy in
the interests of our shareholders and
wider stakeholders. The committee

Member

D. Clague (Chair – appointed:
Nov-22)

L. Williams

E. Moloney

Appointed to
Committee

Aug-21

May-21

Aug-22

Meetings
Held

Meetings
Attended

Tenure

2.5 years

2.7 years

1.5 years

The Committee met twice during the period with follow up contacts between
meetings. The Chairman provided an update to the Board on key matters
discussed.

believes that an approach to
remuneration grounded in pay for
performance with a bias to long term
remuneration delivered in equity is
the most effective way of aligning
management’s interests to those of our
stakeholders. Remuneration levels and
awards are based on an individual’s
contribution to the Company against
the background of underlying
Company financial performance
having regard to comparable
companies in both size and complexity.

Overview of Performance
The Group is reporting an operating
profit of €68.4 million for 2023 (2022:
€66.7 million). Operating profit in the
Ferries Division was €52.1 million, a 12%
increase on 2022. This improvement
in ferries performance is principally
attributable to returning passenger
traffic post pandemic while also
leveraging its expanded footprint. The
container and terminal operations
encountered more challenging trading
conditions, where operating profit
fell to €16.3 million, a 20% reduction
on 2022. The 2023 performance
generated cash from operations
from €136.7 million compared to
€132.0 million in 2022. This has been
utilised in facilitating the continued
investment in our business during
2023 with strategic capital expenditure
amounting to €21.8 million (2022: €57.4
million) and returns to shareholders of
€45.8 million (2022: €73.4 million) by
way of dividends and share buybacks.

The Committee acknowledges the
strong contribution of the Executive
Directors and senior managers during
financial year 2023 in delivering
the above result, including the
actions taken in managing recent
Group expansion and developing its
sustainability program. The level of
performance achieved maintained
the Group’s strong financial position
and provides a platform for continued
future growth.

Our approach to remuneration and
variable pay seeks to consistently
link variable remuneration to
performance: when performance is
strong, executives will be awarded

Corporate Governance2023 Annual Report and Financial Statements100

Report of the Remuneration Committee
Continued

higher levels of variable pay and
when performance is behind
where we would want it to be,
variable remuneration will be low
or nil. The Committee considers the
most important aspect of variable
remuneration to be the alignment
between it and the interests of
shareholders, stakeholders and
management.

While noting the Group financial
performance in 2023 continued the
recovery seen in 2022, it was behind
expectation. On that basis the
Committee concluded that bonus
payouts below maximum opportunity
were appropriate for 2023 for certain
Directors and senior managers.
However, other than for the CEO who
has a contractual legacy arrangement,
the Committee did not consider it
appropriate to exercise discretion to
make adjustments to any formulaic
outcome in respect of performance
pay.

We are satisfied the Committee’s
actions are aligned with the philosophy
of our shareholder approved
remuneration policy, which favours
long-term equity ownership over short-
term remuneration.

Remuneration Policy and
Shareholder Engagement
At the 2021 AGM, 87% of voting
shareholders supported our proposed
remuneration policy, a level at
which the Committee is satisfied
endorses our arrangements to
incentivising Executive Directors. The
full Remuneration Policy is available
at https://icg.ie/investors/general-
meetings/.

The Committee having reviewed
the Policy during 2023, taking into
account shareholder feedback on the
2022 Report of the Remuneration
Committee, remain satisfied that it
continues to be appropriate to the
business needs and strategy of the
Group. The Policy is next scheduled
to be put to an advisory vote of
shareholders at the 2025 AGM.

The 2022 Report of the Remuneration
Committee was put to an advisory vote
at the 2023 AGM and was supported by
88% of voting shareholders. While we
welcome this strong level of support,
we have noted feedback from our
major shareholders with whom we had
engaged with prior to the AGM.

Some shareholders had noted that the
terms and disclosure of metrics around
the CEO bonus arrangements and
potential for uncapped payments are
distinct compared to certain market
peers. The Committee acknowledges
this view but notes that the CEO
bonus arrangements has been an
effective structure for motivational
reward in alignment with the Group’s
performance, long-term strategy and
shareholder interests. The Committee
further notes that the CEO bonus
had been remunerated in equity
with a holding period in excess of
five years. This is a legacy contractual
arrangement and will not apply to the
next CEO.

The Committee refers below to
other aspects of the Company’s
Remuneration Policy which create
some of the most stringent deferral
and holding mechanisms in the Irish
and UK markets, including;

• A minimum of 50% of annual bonus
(after tax liabilities) to be invested
in equity, with the Committee
exercising discretion to apply a
higher percentage in recent years.

• A five-year contractual holding

requirement applies to the entire
portion of the annual bonus
reinvested in equity.

• A five-year contractual holding

requirement applies to any awards
vesting under the Performance
Share Plan following the three-year
performance period creating a total
eight-year time horizon from grant
to release; and

• The five-year contractual

holding requirement extends
post employment creating post
employment holding commitments
of up to five years.

• Shareholding guidelines for all

executive Directors and members
of the Executive Committee of a
minimum three times base salary
to be achieved within five years of
appointment.

Workforce Remuneration
As a Remuneration Committee, we
are always mindful of the extent
to which the remuneration of the
executives aligns with the experience
of our stakeholder groups. The
Committee has received regular
updates on relevant matters affecting
the workforce and have overseen
the implementation of a range of
measures to help and support its direct
employees. The team continued to
perform extremely well managing
the return of business post pandemic
and the expansion of the Group’s
activities. The Committee hopes to
oversee further staff development,
including reward frameworks that are
increasingly aligned with sustainable
practices and the development of
succession planning.

Salary Increases
The Committee acknowledges
the importance of remuneration
arrangements remaining competitive
and noted that it had realigned the
salary and fixed pay arrangements
applying to the CEO and CFO for 2022
to take into account the increased
scale of the Group operations. These
salary levels were increased by 2.5% for
2023.

The Committee again reviewed
salary levels at the end of 2023 in
light of financial performance of the
Group’s businesses and the market
generally. The Committee considered
it appropriate that any salary increase
should be in line with the increases
awarded to the workforce generally.
In that respect, increases of 2.5% were
awarded to the CEO and CFO effective
from 1 January 2024.

Irish Continental Group101

Consideration of Discretion
The Committee reviewed the
outcomes of both the annual bonus
and long-term incentive plan and
considered the results both against the
relevant performance targets and the
wider internal and external context.

In relation to the CEO, the formulaic
calculations based on Group
performance indicated that a bonus
would be payable under his legacy
arrangement. The Committee
considered that the formulaic outcome
was consistent with performance
achieved and that an adjustment was
not warranted, noting that the full
award, rather than the minimum 50%,
was invested in equity through the
Group’s restricted share scheme which
creates a five year disposal restriction.

In relation to the CFO, the Committee
considered that the formulaic
outcomes fairly reflected Group and
personal performance and that it was
appropriate not to exercise discretion
to adjust these formulaic outcomes.
This decision was also applied in the
case of other members of the senior
management team.

With regard to the vesting outcomes
under the long-term incentive plan,

the Committee agreed that the
formulaic vesting outcomes were
appropriate given performance against
the three-year targets and concluded
that a reduction in vesting outcome
was not required. One of the strengths
of our approach to remuneration is the
market leading deferral requirements
which, unlike the vast majority of our
listed peers, allows us the flexibility to
restrict the disposal of vested awards
for up to five years.

Integrating ESG Measures
Over recent years, there has been
significant growth in the focus on
ESG and sustainability, with investors
and wider stakeholders raising
expectations as to how companies
are embedding environmental,
social and governance criteria into
strategies and everyday operations.
As outlined elsewhere is this Annual
Report, during the last year, the
business has continued to advance its
integration of a range of ESG factors
into the risk management and strategy
frameworks. At this point in our ESG
maturity, we are continuing to focus
on developing frameworks, policies
and formally integrating ESG into
decision making in all aspects of our
business. Where ESG matters are part

of a reward structure they are currently
assessed in relation to overall progress
in these programmes, particularly on
our CO2 reduction targets. As the Group
moves through the ESG maturity cycle,
the Committee will seek to incorporate
additional measurable targets
and outcomes into performance
remuneration.

Outlook
2023 has been one of continuing
recovery following the disruption
to our passenger business during
the Covid pandemic, with certain
challenges arising in our container and
terminal operations. In addition, our
recent strategic initiatives including
the development of our Dover –
Calais service commenced in 2021,
the modernisation and increased
capacity at our container terminals and
strong financial position will provide a
platform for growth going forward.

Remuneration Outcomes for
executive Directors in 2023
Total Directors’ single figure
remuneration for the year was
€4,766,000 compared with €4,581,000
in 2022 and details are set in the table
below:

Performance pay

Base salary

Restricted
shares

Cash

Benefits

Pension

Options /
PSP1

Fees

Total
2023

€’000

Executive Directors

E. Rothwell

D. Ledwidge

Total for executives

Non-executive Directors

J. B. McGuckian

L. Williams

D. Clague

E. Moloney

Total for non-executives

Total

718

410

1,128

1,390

397

1,787

961

394

1,355

3,104

1,317

4,421

150

345

150

345

4,766

1,128

1,787

1,355

81.3% of the options granted on 12 March 2021 under the PSP are expected to vest during 2024 based on performance to 31 December 2023. The
value of any options vesting will be based on the actual share price at date of vesting. For the purposes of the above disclosure, the value of an option
has been based on the difference between the option subscription price and the average closing price of an ICG Unit between 1 October and 31
December 2023.

Corporate Governance2023 Annual Report and Financial Statements102

Report of the Remuneration Committee
Continued

Details of Directors’ remuneration for the year ended 31 December 2022 are set out below:

Performance pay

Base salary

Restricted
shares

Cash

Benefits

Pension

Options /
PSP1

Fees

Total
2022

€’000

Executive Directors

E. Rothwell

D. Ledwidge

Total for executives

Non-executive Directors

J. B. McGuckian

J. Sheehan

L. Williams

D. Clague

E. Moloney

Total for non-executives

Total

700

400

1,100

1,380

444

1,824

1,100

1,824

889

365

1,254

3,004

1,291

4,295

125

286

125

286

4,581

1,254

The value of options which vested during 2023 based on financial performance to 31 December 2022 reported in the prior year based on the average
closing price of an ICG Unit between 1 October 2020 and 31 December 2020 has been restated based on the actual closing price on the vesting date.
The restatement amounted to an increase to the previously reported benefit in respect of Eamonn Rothwell of €75,000 and in respect of David
Ledwidge €30,000.

Base Salary
The Committee noted that a comprehensive review of the salaries of the CEO and CFO against market competitive levels
for similar sized ISEQ and FTSE companies was undertaken and that their salaries had been rebased for 2022. This was
to ensure that both executive Directors are retained to execute on recent significant strategic initiatives, including an
expansion of Group activities. For the CEO the 2022 rebased salary was assessed as being at the median level for other ISEQ
companies of comparable scale and the FTSE250 more broadly. The rebased CFO salary had been assessed in line with the
median level of base pay for ISEQ20 companies of similar market capitalisation, and the lower quartile for other FTSE 250
companies.

In light of the above recent realignment, company and individual performance the Committee considered an increase in
base salaries at a rate of 2.5% was appropriate, a rate lower than inflation. The increases took effect effective from 1 January
2023.

Director’s Pension Benefits
The aggregate pension benefits attributable to the executive Directors at 31 December 2023 are set out below:

Increase in accumulated accrued annual benefits (excluding inflation) in the period

Transfer value of the increase in accumulated accrued benefits (excluding inflation) at year
end*

Accumulated accrued annual benefits on leaving service at year end

* Note: Calculated in accordance with actuarial guidance note GNII.

D. Ledwidge

Total
2023

€’000

Total
2022

€’000

There were no pension benefits attributable to Eamonn Rothwell as he has reached normal retirement age under the
pension scheme rules and pension benefits have vested.

With regard to David Ledwidge, costs incurred in relation to defined benefit pension arrangements were €20,000 (2022:
€29,000) with a further €32,000 (2022: €31,000) related to the defined contribution pension arrangements.

Irish Continental Group103

Based on the 2023 financial outturns,
the Committee determined that out
of a maximum bonus potential of
€461,000 on the financial outturn
element, a bonus amount of €285,000
was eligible to be awarded under the
financial outturn element.

The Committee also assessed the
personal objectives set and noted Mr.
Ledwidge’s significant effort during the
year in managing the Group’s capital
facilitating a return to shareholders
of €45.8 million in addition to the
€73.4 million in the prior year and his
contribution to strategic initiatives to
position the Group for future growth.
The Committee further noted the work
achieved to date on ESG frameworks
and reporting, including the
preparation for recovery of ETS charges
effective from 2024 and the significant
additional reporting obligations under
CSRD from 2025. The Committee
considered that Mr. Ledwidge’s efforts
merited full payout on both personal
and ESG factors and concluded that
a payment of €154,000 under these
criteria was appropriate.

The Committee considered the
aggregate bonus award of €439,000
and did not consider it appropriate
to exercise discretion to adjust the
outcome but required that the amount
to be invested in equity be materially
higher than the required minimum of
50%.

Restricted Shares
In relation to Mr. Rothwell his full
annual bonus award was applied
towards the acquisition of 308,889
ICG units. In relation to Mr. Ledwidge,
€397,000 of his full annual bonus
award was applied towards the
acquisition of 88,307 ICG units. These
are held in the Company’s employee
trust for a period of five years.

The Company also provides lump
sum death in service benefits and
the premiums paid during the year
amounted to €6,000 and €1,000 in
relation to Eamonn Rothwell and David
Ledwidge respectively.

Executive Directors participation in
Group sponsored pension schemes
is on similar terms as apply to Group
employees in Ireland.

Performance Related Pay
Eamonn Rothwell
Eamonn Rothwell has been with ICG
since its inception as a public company
and flotation in 1988. As detailed in
the Remuneration Policy passed at
the 2021 AGM, a legacy contractual
arrangement continues to govern Mr.
Rothwell’s performance related pay.

The CEO annual bonus performance
award is predominantly driven by a
formula based on basic EPS growth
which incorporates an adjustment for
share buybacks and rights issues. The
Committee also retains discretion to
make adjustments for any non-cash
non-trading items. The Company
believes that EPS is consistent and
transparent. EPS growth drives long-
term value creation for all stakeholders
and has increased in line with the
company’s scaling over the past
two decades. EPS is one of the key
performance indicators by which the
Board assesses the overall performance
of the Company and, as such, the
Committee deems it an appropriate
incentive for the Company’s most
senior employee.

The Committee reassessed the CEO
performance incentive arrangements
and in its view the arrangements
remain an effective means of driving
performance and aligning the interests
of the CEO, shareholders and wider
stakeholders.

The Committee considered the
performance of Mr. Rothwell both in
terms of operating challenges posed
by external factors and the significant
effort expended in managing the
Group’s strategic direction while also
noting that the Company returned
€45.8 million to shareholders through

a combination of dividends and share
buybacks.

The Committee assessed the formulaic
outcome from the long-standing
legacy arrangement and did not
consider it appropriate to exercise
discretion to adjust the formulaic
outcome. The Committee is cognisant
that the consistent application
of the performance-related pay
formula remains appropriate based
on the two key factors, simplicity
and performance alignment. When
financial performance is strong and
shareholder experience is healthy,
payouts will accrue. When the converse
is the case, performance related pay
will be correspondingly reduced to
a minor or nil amount, which runs in
contrast to more complex schemes
commonplace at listed companies.
Based on the above considerations, the
Committee approved a performance
bonus of €1,390,000 be paid to the CEO
in line with the formulaic outcome,
of which the full amount, rather than
the required minimum of 50%, was
invested in equity through the Group’s
restricted share scheme, which is
subject to a disposal restriction of
greater than 5 years.

David Ledwidge
The Committee assessed Mr.
Ledwidge’s performance in his role
over the period and concluded that
Mr. Ledwidge was performing in line
with expectations and contributing
positively to the longer term
development of the Group.

The Committee considered it
appropriate to retain for Mr. Ledwidge
the maximum annual bonus
opportunity of 150% current year
salary, as per the Remuneration Policy,
against the following parameters;

• 75% based on Group financial

outturn with the targets based off
2023 budget;

• 15% based on personal objectives
including completion of certain
operational projects and input into
strategic development;

• 10% on the continuing development
of an ESG framework into the overall
risk framework and enhancement of
ESG reporting.

Corporate Governance2023 Annual Report and Financial Statements104

Report of the Remuneration Committee
Continued

Long Term Incentive
(i) Options expected to vest during 2024 based on performance to 31 December 2023
The Committee has considered the performance conditions attaching to the options granted under the PSP on 12 March
2021 which are tested against Group performance up to 31 December 2023. The 2023 outcomes have been adjusted for the
effects of the application of IFRS 16 Leases so that the diluted earnings per share, return on average capital employed and
free cash flow ratio metrics align with the definitions per the Plan rules. The overall vesting rate is expected to be 81.3% (2022:
67.5%) and the table below details the expected vesting on each metric.

Performance Condition

Weighting

Threshold

Maximum

Actual

Outcome

Adjusted diluted earnings per share

Return on average capital employed

Free cash flow ratio

Total shareholder return

• Versus peer group

• Versus FTSE 250

30% vesting occurs at threshold
performance increasing pro-rata up
to the maximum vesting threshold.
Vesting will be conditional on the
continued employment of the option
holders at the vesting date in 2023 or
subject to good leaver determination.
The Committee has reviewed the
vesting rate and considered the overall
vesting rate. The full vesting on the
EPSd metric, arising due to basing
the threshold at 0.1c per ICG Unit was
indicative of the uncertainty at the
original award date due to the effects
of the Covid 19 pandemic. While the
EPSd tranche vested in full, this was
ameliorated by fact that the ROCE
metric remained adversely affected
by the negative earnings reported in
financial years 2020 and 2021. Taking
cognisance of that and the overall
vesting rate over the life of the scheme
of 51.6%, the Committee were satisfied
that there were no windfall gains
and the vesting rate should not be
adjusted.

At 31 December 2023, there were
1,015,709 outstanding options
granted on 12 March 2021, including
272,000 and 111,500 options in favour
of Mr. Rothwell and Mr. Ledwidge
respectively of which 221,136 and 90,650
are expected to vest during 2023 under
the above performance outturns.

The gross value of those options
expected to vest in favour of the
executive Directors based on
performance to 31 December 2023 has
been included in the total Director
remuneration table for year ended
31 December 2022, based on an

25%

0.1c

13%

n/a

20%

100%

130%

34.3c

13.6%

173%

25% out of 25%

8.2% out of 25%

25% out of 25%

12.5%

2.9%

5.1%

22.2%

28.7%

23.5%

12.5% out of 12.5%

10.6% out of 12.5%

estimated share price of €4.41, being
the average closing price of an ICG
Unit between 1 October 2023 and 31
December 2023.

(ii) Options Vested during 2023
During 2023 the Committee
determined, based on performance
up to 31 December 2022, the vesting
of the options granted under the PSP
on 6 March 2020 at an exercise price of
€0.065 at a vesting rate of 67.5 per cent,
vesting 707,498 options in total.

Mr. Rothwell held 200,475 of the
PSP vested options. Share option
remuneration of €889,000 based
on the market price at the vesting
date has been disclosed in the 2022
remuneration table (adjusting the
€814,000 previously disclosed last
year which was estimated based on
average prices in the last quarter of
2022). Under the rules of the PSP, the
200,475 PSP options which vested were
exercised and the delivered shares are
subject to retention in trust for a period
of five years.

Mr. Ledwidge held 82,350 of the
PSP vested options. Share option
remuneration of €365,000 based
on the market price at the vesting
date has been disclosed in the 2022
remuneration table (adjusting the
€335,000 previously disclosed last
year which was estimated based on
average prices in the last quarter of
2022). Under the rules of the PSP, the
82,350 PSP options which vested were
exercised and 55,174 of the delivered
shares are subject to retention in trust
for a period of five years.

The share price at date of vesting was
€4.50.

(iii) Grants during 2023
The long-term incentive scheme
applicable for the 2023 financial year
was the PSP approved by shareholders
on 17 May 2017. The Committee had
suspended future awards under the
legacy 2009 Share Option Plan which
remains in place to facilitate the
administration of previously granted
options.

On 10 March 2023, the Committee
granted options over 1,293,500 (2022:
1,552,500) ICG Units to employees of
the Group. These included an annual
award of options granted to Mr.
Rothwell and Mr. Ledwidge in line
with the annual limits set out in the
PSP rules being 200% and 150% of
salary respectively. The total number
of options granted to Mr. Rothwell and
Mr. Ledwidge based on a share price of
€4.71 were 304,500 (2022: 416,500) and
130,500 (2022: 178,500) respectively.

Vesting of these awards are based
on the achievement of the following
performance conditions over a three-
year vesting period;

• Adjusted Diluted Earnings per Share

(EPSd)

• Return on Average Capital Employed

(ROACE)

• Free Cash Flow Ratio (FCFR)

• Total Shareholder Return (TSR)

Irish Continental Group105

Each condition is equally weighted
and in all cases 30% vests at threshold
performance and 100% vests at
maximum with pro-rata vesting
between these two levels.

The performance levels were calibrated
as follows;

Vesting Threshold

Minimum

Maximum

12%

13%

20%

100%

130%

Median

Top
Quartile

Adjusted diluted
earnings per
share

Return on
average capital
employed

Free cash flow
ratio

Total
shareholder
return

The Committee noted that in the
financial years 2020 and 2021, where
negative earnings had been reported
due to the effects of the Covid

pandemic on passenger travel, that
the Committee had set base EPSd at
0.1c per share. Following the significant
recovery in earnings in 2022, the
Committee considered it appropriate
to revert to setting EPSd for the PSP
awards made in 2023 based on the
actual reported results for 2022. The
targets relating to the other measures
were retained at previous year levels.

TSR is measured against a
combination of the performance of the
FTSE 250 index and a grouping of peer
companies comprising DFDS, Tallink
Grupp, Viking Line, Air-France KLM
Group., Ryanair Group, EasyJet, Getlink,
Origin Enterprises, Dalata Hotel Group
and C&C Group.

The Committee considered the timing
of grant of awards in the first quarter
of 2023 and whether there were
circumstances which may create a
perception that participants benefitted
from windfall gains. The Committee
noted that they were not aware of
any factors which may be specifically

affecting the Company’s share price
other than factors affecting the stock
markets generally. The Committee
further noted that the price used
was calculated as per the rules of the
scheme and that the timing of the
grants was consistent with that of
previous grant dates. As with each
award, the Committee will review
any outcome at the time of vesting
to ensure that there has not been
any disproportionate windfall to any
participant based on external factors.

The 2023 PSP awards granted were
calculated based on a share price of
€4.71, the closing share price on the day
preceding the award date. In 2022, the
PSP awards granted were calculated
based on a share price of €3.36.

Options Held
Details of movements in share options
granted to Directors under the
Performance Share Plan and the legacy
Share Option Plan are set out in the
table below:

E. Rothwell

Option Type

Unvested

Date of
Grant

31-Dec-22

Granted

Exercised

Lapsed

31-Dec-23

Option
Price (€)

Earliest
Vesting Date

Latest
Expiry Date

Performance Share Plan

6-Mar-20

297,000

Performance Share Plan 1

12-Mar-21

272,000

Performance Share Plan 2

11-Mar-22

416,500

Performance Share Plan 2

10-Mar-23

- 304,500

Vested but not yet exercised 5-Mar-15

700,000

(200,475)

(96,525)

0.065

272,000

0.065

7-Mar-24

416,500

0.065

11-Mar-25

304,500

0.065 10-Mar-26

700,000

3.58

- 4-Mar-25

D. Ledwidge

Option Type

Unvested

1,685,500 304,500 (200,475)

(96,525) 1,693,000

Date of
Grant

31-Dec-22

Granted

Exercised

Lapsed

31-Dec-23

Option Price
(€)

Earliest
Vesting Date

Latest
Expiry Date

Performance Share Plan

6-Mar-20

122,000

Performance Share Plan 1

12-Mar-21

111,500

Performance Share Plan 2

11-Mar-22

178,500

Performance Share Plan 2

10-Mar-23

130,500

Vested but not yet exercised 5-Mar-15

150,000

(82,350)

(39,650)

0.065

111,500

0.065

7-Mar-24

178,500

130,500

150,000

0.065

11-Mar-25

0.065 10-Mar-26

3.58

- 4-Mar-25

562,000 130,500 (82,350)

(39,650) 570,500

These are expected to vest during 2024 at a vesting rate of 81.3% based on performance to 31 December 2023 and the gross value has been included
in the Director remuneration schedule. The delivered shares less any permitted sales to discharge tax liabilities, will be held in trust for a period of five
years from the exercise date.

2. These will vest and become exercisable three years from the third anniversary of grant in accordance with achievement of the performance

conditions set at date of grant. These options will normally have to be exercised on or shortly after the vesting date and the delivered shares, less any
permitted sales to discharge tax liabilities, held in trust for a period of five years from the exercise date.

Corporate Governance2023 Annual Report and Financial Statements106

Report of the Remuneration Committee
Continued

Remuneration for executive
Directors in 2024
The Committee will continue to apply
the existing Remuneration Policy,
approved by shareholders in May 2021,
during financial year 2024.

Base Salary
The Committee that the salary levels
of the executive Directors had been
reset effective 1 January 2022 following
a review against market rates offered
by similarly sized companies and that
a further in-depth review was not
warranted at this time. Salary levels
had been increased by 2.5% during
2023. The Committee considered it
appropriate to increase salaries for 2024
by a further 2.5%, having considered
inflation rates generally.

Pension arrangements and other
benefits
Pension arrangements and other
benefits will be unchanged from 2023.

Annual Bonus
The Committee following review has
retained the long-standing legacy CEO
bonus arrangements for FY2024. The
Committee remains satisfied that the
outcomes reflect Group performance
under this arrangement, in line with its
straightforward alignment structure
between Group performance and
payouts, with a particular focus on EPS.

In relation to the CFO, he will be
eligible for an annual bonus award
with maximum opportunity of 150%
of base salary. In line with 2023, any
award of bonus is weighted 75% on the
Group achieving stretching financial
targets, benchmarked against budget
levels, 10% on ESG related measures
and 15% on personal objectives. The
Committee retains discretion to adjust
the formulaic outcome.

Long-term incentive
The Committee will make an annual
award of options under the PSP in line
with the plan limits of 200% of base
salary for the CEO and 150% for the CFO.
The performance metrics, EPS growth,
return on capital employed, cash flow
generation and relative TSR will be
retained and set at the same levels as
for the 2023 awards.

Other Matters
Minimum Shareholding Requirements
The Company encourages individuals
to acquire and retain significant
shareholdings to align interests
of management with those of
shareholders. The Company has a
minimum shareholding requirement
of three times base salary. The
holding levels are expected to be
met within five years from the date
of appointment. The Committee
considers these minimum holding
requirements to exceed market
norms. The market value inherent in
vested options and any shares held
under the Company’s restricted share
arrangements will count towards
determining an individual’s holdings.

The market value of the holdings of
executive Directors and executive
management at 31 December 2023 as
a multiple of base salary at that date
are shown in the following table:

Salary multiple
held

Eamonn Rothwell

187.1 times

David Ledwidge

4.4 times

Other executive
management

7.0 times

Non–Executive Directors
Non-executive Directors receive a fee
which is set by the Committee and
approved by the Board. They do not
participate in any of the Company’s
performance award plans or pension
schemes. The Committee last adjusted
the level of fees payable to non-
executive Directors with effect from 1
January 2023. There is no adjustment
to the level of fees to be paid during
2024.

Non-executive Directors do not have
notice periods and the Company has
no obligation to pay compensation
when their appointment ceases. The
letters of appointment are available for
inspection at the Company’s registered
office during normal business hours
and at the 2024 AGM.

Director’s Service contracts
Non-executive Directors have been
appointed under letters of appointment
for periods of three years subject to
annual re-election at the AGM.

In respect of Mr. Rothwell, CEO, there is
an agreement between the Company
and Mr. Rothwell that, for management
retention reasons, in the event of a
change in control of the Company
(where over 50% of the Company is
acquired by a party or parties acting
in concert, excluding Mr. Rothwell)
he will have the right to extend his
notice period to two years or to receive
remuneration in lieu thereof.

This amendment to Mr. Rothwell’s
contract of employment was agreed by
the Remuneration Committee a number
of years ago to retain and motivate
the CEO during a series of attempted
corporate takeover actions. No future
executive contracts will include similar
change of control provisions.

The letters of appointment for other
executive Directors do not provide for
any compensation for loss of office other
than for payments in lieu of notice and,
except as may be required under Irish
law, the maximum amount payable
upon termination is limited to 12 months
equivalent.

On termination, outstanding options
may at the absolute discretion of
the Committee, be retained by the
departing individual in accordance with
the good leaver / bad leaver provisions of
the relevant plan. Any shares delivered
to an individual which are subject to a
retention period will remain unavailable
to the individual until the end of the
retention period and where applicable
will be subject to clawback under the
provisions of the Clawback Policy.

Irish Continental Group107

Share Option Schemes
There were no long-term incentive
plans in place during the year other
than the Group’s 2009 share option
plans (suspended as regards new
grants) and the PSP.

The purpose of the share option plans
is to encourage identification of option
holders with shareholders’ longer-term
interests. Under the plans, options have
been granted both to Directors and to
employees of the Group. The options
were granted by the Committee on
a discretionary basis, based on the
employees’ expected contribution to
the Group in the future. Non-executive
Directors are not eligible to participate
in the plan.

In the ten year period ended 31
December 2023, the total number of
options granted, net of options lapsed
amounted to 4.6% of the issued share
capital of the Company at 31 December
2023.

A charge is recognised in the
Consolidated Income Statement in
respect of share options issued to
executive Directors. The charge in
respect of executive Directors for the
financial year ended 31 December 2023
is €1,017,026 (2022: €1,149,000).

Clawback Policy
The Committee recognises that there
could potentially be circumstances
in which performance related pay
(either annual bonuses, and / or longer
term incentive awards) is paid based
on misstated results or inappropriate
conduct resulting in material damage
to the Company. Whilst the Company

has robust management and internal
controls in place to minimise any
such risk, the Committee has in place
formal clawback arrangements for
the protection of the Company and its
investors. The clawback of performance
related pay comprising the annual
bonus and PSP awards would apply in
certain circumstances including;

• a material misstatement of the
Company’s financial results;

• a material breach of an executive’s

contract of employment;

• any wilful misconduct, recklessness,
and / or fraud resulting in serious
injury to the financial condition or
business reputation of the Company.

For executive Directors and members
of the Executive Management Team, a
minimum of 50 per cent of the annual
bonus will be invested in ICG equity
which must be held for a period of
five years, which will be subject to
clawback for a period of two years per
the circumstances noted above. Any
awards granted under the PSP will be
subject to clawback during the vesting
period and any shares delivered on
vesting will be subject to clawback
for an initial two year period per the
circumstances noted above.

Post-employment holdings
The Committee, in designing its
performance pay initiatives, as
explained below, has ensured that
executive Directors and senior
managers contractually retain an
appropriate level of shareholding post-
employment. For the past ten years,
the Company has had a structure in

place under which all equity awarded
to executives (either under the annual
bonus plan or PSP) is placed in a trust
for a period of five years. Executives
are restricted from disposing of those
shares during this five-year period
even in circumstances where they
are no longer in the employment of
the Company. This ensures strong
alignment with investors and other
stakeholders’ post-employment and
ensures that departing executives
retain an interest in the business for
a significant period after leaving the
Company.

Consequently, under the annual
bonus scheme a minimum of 50% of
an annual award must be invested in
shares and held in trust for a holding
period of five years. Similarly, any
shares delivered pursuant to the
vesting of options under the PSP
must normally be held in trust for
a holding period of five years (for
a total time horizon of eight years
from date of grant). Therefore, at
termination executive Directors and
senior management participating
in these schemes will contractually
retain an interest in shares for up to a
period of five years post-employment,
proportional to the amount of variable
pay awarded over the final five years
of employment. At 31 December 2023,
the following vested share awards
were held in employee trusts relating
to executive Directors and members of
the executive management team with
release dates between January 2024
and January 2029.

No. shares
Held in Trust

Value
€m

Salary multiple
held

Weighted
release profile

Release timeframe

Eamonn Rothwell

David Ledwidge

Other executive management

1,812,804

383,526

1,527,765

7.8

1.7

6.6

10.9 times

2.5 years

Jan 2024 to Jan 2029

4.1 times

3.4 years

Jan 2024 to Jan 2029

6.1 times

3.3 years

Jan 2024 to Jan 2029

The Committee believes that while not setting an absolute post-employment equity retention requirement, that the above
arrangements achieve the objective of Provision 36 of the UK Corporate Governance Code and is unique in that it is an
enforceable contractual commitment compared to general market practice.

Corporate Governance2023 Annual Report and Financial Statements108

Report of the Remuneration Committee
Continued

External Appointments
No executive Director retained any remuneration receivable in relation to external
board appointments.

Payments to former Directors
There were no pension payments or other payments for loss of office paid to any
former Directors during the year.

Employee Average Remuneration
The annual percentage change in payments to Directors and an average full time
equivalent employee across the Group over the past five years, together with the
annual change in the ISEQ index and Company annual total shareholder return
were as follows;

Eamonn Rothwell

David Ledwidge

John B. McGuckian

29.3%

28.4%

20.0%

Non-Executive Directors

30.0%

FTE Employee

ISEQ

ICG TSR

2.2%

23.2%

4.4%

2023

2022

2021

2020

168.6%

(27.7%)

(44.0%)

76.9%

0.0%

0.5%

0.0%

18.0%

0.0%

4.2%

24.2%

(4.2%)

(15.8%)

14.5%

2.7%

2019

0.0%

7.2%

0.0%

2.0%

31.1%

(2.1%)

0.6%

(7.0%)

17.2%

The payments to Directors and employees include base salaries, overtime,
allowances, bonuses, pension costs, other benefits and Directors’ fees paid to or
on behalf of employees and Directors together with profits earned on the exercise
of share options but exclude employer costs expensed to the Income Statement
relating to social welfare contributions.

External Advisers
The Committee’s independent advisor during the year was Ellason LLP,
who provide advice and external market perspectives on remuneration for
the Executive Directors. During the year, this included advice on general
remuneration developments and provision of market data on base salaries.
Ellason LLP is a member of the UK’s Remuneration Consultants Group and a
signatory to its Code of Conduct. Other than the services above, Ellason LLP did
not provide any other services to the Group in the period from 1 January 2023 to
the date of this report.

Market price of shares
The closing price of an ICG Unit on Euronext Dublin on 31 December 2023 was
€4.33 and the range during the year was €4.20 to €4.90, with an average daily
closing price of €4.52.

Dan Clague
Chair of the Remuneration Committee
6 March 2024

Irish Continental GroupReport of the Directors

109

The Directors present their Report
together with the audited Financial
Statements of the Group for the
financial year ended 31 December 2023.

Results for the year and Business
Developments
Details of the results for the financial
year are set out in the Consolidated
Income Statement and in the related
notes forming part of the Financial
Statements. The fair review of the
development of the business of the
Company and its subsidiaries is set
out in the Strategic Report. This
includes a description of the principal
activities, principal risks, uncertainties,
alternative performance measures and
environmental and employee matters.

Research and Development
The Group actively monitors
developments in vessel design and
vessel availability with an emphasis on
product improvement, environmental
efficiency and achievement of
economies of scale. During the
reporting period, the Group has worked
with external suppliers to adopt new
technologies into its operations, both on
its vessels and onshore.

Dividend and Share Buyback
The Company paid dividends during
financial year 2023, returning €24.4
million to shareholders. The Company
is proposing to pay a final dividend in
respect of the financial year ended 31
December 2023 of 9.93 cent per ICG
Unit on 7 June 2024 to shareholders on
the register at the close of business on
17 May 2024. The cumulative payment
to all shareholders in respect of this
dividend is estimated at €16.4 million.
Irish dividend withholding tax will be
deducted where applicable. Payment of
this dividend is subject to the approval of
shareholders at the AGM scheduled for 9
May 2024.

The Company has adopted a progressive
approach to returning cash to
shareholders, through a combination
of dividends and share buybacks.
The Company during financial year

2023 bought back 4,752,000 (2022:
12,006,403) of its shares, representing
2.8% (2022: 6.5%) of its issued share
capital at the beginning of the financial
year for a total consideration of €21.4
million (2022: €49.2 million). Further
details are contained at note 19 to the
financial statements.

Dividends are declarable at the
discretion of the Directors, and as with
buybacks, following assessment of
the Company’s performance, its cash
resources and distributable reserves.
At 31 December 2023, the Company’s
retained earnings amounted to €142.3
million, substantially all of which were
considered to be distributable.

Board of Directors
The Company’s Constitution requires
that one third of the Directors are
required to retire from office at each
AGM of the Company. However,
in accordance with the provisions
contained in the UK Corporate
Governance Code, the Board has
decided that all Directors should retire
at the 2024 AGM and offer themselves
for re-election. Biographical details
of the Directors are set out in the
Director Biographies (pages 76-77)
of this Annual Report and the result
of the annual board evaluation is set
out in the Corporate Governance
Report (page 86). There were no Board
changes during 2023.

Accounting Records
The Directors believe that they have
complied with the requirements of
Section 281 to 285 of the Companies
Act 2014 with regard to maintaining
adequate accounting records by
employing accounting personnel with
appropriate expertise and by providing
adequate resources to the finance
function. The accounting records of
the Company are maintained at the
Company’s registered office, Irish
Continental Group plc, Ferryport,
Alexandra Road, Dublin 1, Ireland.

Non-Financial information
The Group is not subject to the
reporting requirements of the
European Union (Disclosure of Non-
Financial and Diversity Information by
certain large undertakings and groups)
Regulations 2017 (as amended).
Notwithstanding the Group provides
certain non-financial information in its
Sustainability and ESG Report (pages
35-59).

Going Concern
The Financial Statements have been
prepared on the going concern basis.
The Directors report that, after making
inquiries, they have a reasonable
expectation at the time of approving
the Financial Statements, that the
Group and Company are going
concerns, having adequate financial
resources to continue in operational
existence for the foreseeable future.
In forming this view, the Directors
have considered the future cash
requirements of the Group and
Company in the context of the
economic environment of 2024, the
principal risks and uncertainties facing
the Group (see Risk Management
Report (pages 60-69)), the Group’s 2024
budget plan and the medium-term
strategy of the Group, including capital
investment plans. The future cash
requirements have been compared
to bank facilities which are available
to the Group and Company, including
facilities agreed post year end and
available for drawing at the date of
approval of the financial statements.

In making their going concern
assessment, the Directors have
considered a number of trading
scenarios including lower trading
activity. This modelling assumed
maintenance of a full schedule of
services and cash management within
the terms of the Group’s existing
financing arrangements. Based on
this modelling, the Directors believe
the Group retains sufficient liquidity
to operate for at least the period up to
March 2025.

Corporate Governance2023 Annual Report and Financial StatementsInternational Financial Reporting
Standards
ICG presents its Financial Statements
in accordance with International
Financial Reporting Standards
(IFRS) as adopted by the European
Union. The Group has adopted all
of the new and revised Standards
and Interpretations issued by the
International Accounting Standards
Board (IASB) and the International
Financial Reporting Interpretations
Committee (IFRIC) of the IASB that are
relevant to its operations and effective
for accounting periods beginning on
1 January 2023 and that have been
adopted by the European Union.

Principal Risks and Uncertainties
The Group has a risk management
structure in place which is designed
to identify, manage and mitigate
the threats to the business. The
key risks facing the Group include
strategic, operational, financial and
information technology and cyber
risks arising in the ordinary course of
business. Further details of risks and
uncertainties are set out in the Risk
Management Report (pages 60-69).

110

Report of the Directors
Continued

Viability Statement
The Directors have assessed ICG’s
viability over a timeframe of five
years which the Directors believe
reflects an appropriate timeframe
for performing realistic assessments
of future performance given the
dynamic nature of our markets as
regards the competitive landscape,
economic activity, long-life assets and
the continued capital investment
commitments related to our
operations.

In making their assessment, the
Directors took account of ICG’s current
financial and operational positions
and contracted capital expenditure.
These positions were then rolled
forward based on a set of assumptions
on expected outcomes to arrive at a
base projection. Sensitivity analysis
was then performed on the base
projection against potential financial
and operational impacts, in severe but
plausible scenarios, of the principal
risks and uncertainties (see Risk
Management Report (pages 60-69))
and the likely degree of effectiveness
of current and available mitigating
actions. It was further assumed that
functioning financial markets exist
throughout the assessment period
with bank lending available to the
Group on normal terms and covenants.
The process, which was performed
by management, was subject to
examination and challenge by the
Audit and Risk Committee and the
Board.

Based on this assessment, the
Directors have a reasonable
expectation that the Company and
the Group will be able to continue in
operation and meet all their liabilities
as they fall due over the five year
assessment period.

Directors’ Compliance Statement
The Directors acknowledge that
they are responsible for securing
compliance by the Company with its
Relevant Obligations as defined by
the Companies Act 2014 (the Relevant
Obligations).

The Directors confirm that they
have drawn up and adopted a
compliance policy statement setting
out the Company’s policies that, in
the Directors’ opinion, are appropriate
to the Company with respect
to compliance with its Relevant
Obligations.

The Directors further confirm the
Company has put in place appropriate
arrangements or structures that are,
in the Directors’ opinion, designed
to secure material compliance with
its Relevant Obligations. For the year
ended 31 December 2023, the Directors
have reviewed the effectiveness of
these arrangements and structures
during the financial year to which this
Report relates.

In discharging its obligations under the
Companies Act 2014, as set out above,
the Directors have relied on the advice
of persons employed by the Company
or retained by it under a contract for
services, who the Directors believe
to have the requisite knowledge and
experience to advise the Company
on compliance with its Relevant
Obligations.

Disclosure of Information to
Statutory Auditors
In accordance with the provisions of
Section 330 of the Companies Act
2014, each Director of the Company
at the date of approval of this report
individually confirms that;

• So far as they are aware, there is
no relevant audit information, as
defined in the Companies Act 2014,
of which the Statutory Auditor is
unaware; and

• They have taken all the steps that
they ought to have taken as a
Director to make themselves aware
of any relevant audit information
(as defined) and to ensure that the
Statutory Auditor is aware of such
information.

Irish Continental Group111

Substantial Shareholdings
The latest notifications of interests of 3 per cent or more in the share capital of the Company received by the Company on or
before 6 March 2024 and as at 31 December 2023 were as follows:

Beneficial Holder as Notified

Eamonn Rothwell

6 March 2024

31 December 2023

Number of Units % of Issued Units Number of Units % of Issued Units

30,897,607

18.6%

30,897,607

18.5%

Wellington Management Company, LLP

16,894,335

10.2%

16,894,335

Kinney Asset Management, LLC

Marathon Asset Management, LLP

Ameriprise Financial Inc.

FMR, LLC

Brewin Dolphin Wealth Management

Sretaw Private Equity Unlimited Company

10,001,569

6.0%

9,484,069

8,289,538

6,517,249

6,299,035

5,895,833

5,100,000

5.0%

3.9%

3.8%

3.5%

3.0%

8,289,538

6,517,249

6,299,035

5,895,833

5,100,000

10.1%

5.7%

4.9%

3.9%

3.7%

3.5%

3.0%

Directors, Secretary and their Interests
The interests of the Directors and Secretary of the Company and their spouses and minor children in the share capital of the
Company at 31 December 2023 and 1 January 2023 all of which were beneficial, were as follows:

Director

John B. McGuckian

Eamonn Rothwell

David Ledwidge

Lesley Williams

Dan Clague

Éimear Moloney

Company Secretary

Thomas Corcoran

31/12/2023
ICG Units

01/01/2023
ICG Units

31/12/2023
Share Options

01/01/2023
Share Options

296,140

31,006,127

30,496,605

1,693,000

1,685,000

261,757

570,500

562,000

383,526

10,000

459,777

388,623

345,500

350,500

ICG Units are explained under Investor Information at the end of this Annual Report.

Auditors
KPMG were appointed auditor by the
shareholders voting on an ordinary
resolution tabled at the AGM held
on 12 May 2021 and have expressed
their willingness to remain in office.
Section 383 of the Companies Act
2014 provides for the automatic re-
appointment of the auditor of an Irish
company at a company’s AGM, unless
the auditor has given notice in writing
of his unwillingness to be re-appointed
or a resolution has been passed at that
meeting appointing someone else or
providing expressly that the incumbent
auditor shall not be re-appointed.

As required under Section 381(1)
(b) of the Companies Act 2014, the
AGM agenda will include a resolution
authorising the Directors to fix the
remuneration of the auditor.

Corporate Governance
The Group applies the principles
and provisions of The UK Corporate
Governance Code (2018) as adopted by
Euronext Dublin and the UK Financial
Conduct Authority and of the Irish
Corporate Governance Annex (the Irish
Annex) issued by Euronext Dublin. The
Corporate Governance Report (pages
78-90) provides details as to how these

were applied by the Company during
2023 and is incorporated into this
Report by cross reference.

The Group has established an Audit
and Risk Committee whose Report is
cross referenced (See Report of the
Audit and Risk Committee (pages
91-95)).

Corporate Governance2023 Annual Report and Financial Statements112

Report of the Directors
Continued

Key Performance Indicators
The Group uses a set of headline
Key Performance Indicators (KPIs)
to measure the performance of its
operations. These KPIs are set out in
the Strategic Report (pages 18-20) and
are incorporated into this report by
cross reference.

Future Developments
2023 was a further year of progress
with the recovery in profitability
achieved during 2022 post pandemic
sustained and improved into 2023. In
the Ferries Division passenger and
freight carryings have increased from
a combination of increased travel
post pandemic and the increased
footprint of our ferry operations. We
look forward to driving further growth
on the back of this increased scale.
Notwithstanding the lower level of
activity in the container and terminal
business during 2023, the recent
investment in capacity expansion and
plant modernisation at the Dublin
and Belfast terminals will provide a
platform for both growth and more
efficient operations at our Dublin
terminal.

We note the ever increasing
expectations and regulatory
requirements to reduce the effects of
our operations on the environment.
While the Group acknowledges that its
operations have an inevitable effect on
the environment, reducing this effect is
embedded within the Group’s strategy
through achievement of efficiencies
and reflected in our capital investment
program. We remain committed to
our decarbonization targets set out
in the Sustainability and ESG Report
(pages 35-59). Nevertheless, evolving
regulatory requirements will present
challenges and any increased costs
will have to be passed through to
customers.

While geopolitical events have given
rise to inflationary pressures and
increased volatility in fuel prices which
remain at historically high levels, our
policy is to pass these through the
logistics chain in the form of increased
rates. While there is some uncertainty
around economic growth rates, we
look forward to continued growth
during 2024 through the leveraging
of our recent investments and the
continued support of all customers.

Events after the Reporting Period
Details of subsequent events which
have occurred between 31 December
2023 and the date of approval of these
Financial Statements are set out at
Note 36 to the Consolidated Financial
Statements.

Annual Report and Financial
Statements
This Annual Report together with the
Financial Statements for the financial
year ended 31 December 2023 was
approved by the Directors on 6 March
2024. The Directors consider that
the Annual Report and Financial
Statements, taken as a whole, is fair,
balanced and understandable and
provides the information necessary for
shareholders to assess the Company’s
position and performance, business
model and strategy.

Annual General Meeting
Notice of the AGM, which will be held
on 9 May 2024, will be notified to
shareholders during April 2024.

On behalf of the Board

Eamonn Rothwell,
Director

David Ledwidge,
Director

6 March 2024

Registered Office: Ferryport, Alexandra
Road, Dublin 1, Ireland.

Irish Continental GroupDirectors’ Responsibility Statement

113

The Directors are responsible for
preparing the annual report and the
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 in accordance with IFRS
as adopted by the European Union
and applicable law including Article
4 of the IAS Regulation. The Directors
have elected to prepare the Company
financial statements in accordance
with IFRS as adopted by the European
Union as applied in accordance with
the provisions of Companies Act 2014.

Under company law the Directors must
not approve the Group and Company
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 the Group and Company
financial statements, the Directors are
required to:

• select suitable accounting policies
and then apply them consistently;

• make judgements and estimates
that are reasonable and prudent;

• state whether applicable Accounting

Standards have been followed,
subject to any material departures
disclosed and explained in the
financial statements;

• assess the Group and Company’s

ability to continue as a going
concern, disclosing, as applicable,
matters related to going concern;
and

• use the going concern basis of

accounting unless they either intend
to liquidate the Group or Company
or to cease operations, or have no
realistic alternative but to do so.

The Directors are also required by the
Transparency (Directive 2004/109/
EC) Regulations 2007 and the
Transparency Rules of the Central Bank
of Ireland to include a management
report containing a fair review of the
business and a description of the
principal risks and uncertainties facing
the Group.

Responsibility statement as required
by the Transparency Directive and UK
Corporate Governance Code
Each of the Directors, whose names
and functions are listed in the Directors
Biographies (pages 76-77) of this
Annual Report, confirm that, to the
best of each person’s knowledge and
belief:

The Directors are responsible for
keeping adequate accounting records
which disclose with reasonable
accuracy at any time the assets,
liabilities, financial position and profit
or loss of the Company and which
enable them to ensure that the
financial statements comply with the
provision of the Companies Act 2014.
The Directors are also responsible for
taking all reasonable steps to ensure
such records are kept by its subsidiaries
which enable them to ensure that
the financial statements of the Group
comply with the provisions of the
Companies Act 2014 including Article
4 of the IAS Regulation. They are
responsible for such internal controls
as they determine is necessary to
enable the preparation of financial
statements that are free from material
misstatement, whether due to fraud or
error, and have general responsibility
for safeguarding the assets of the
Group, and hence for taking reasonable
steps for the prevention and detection
of fraud and other irregularities. The
Directors are also responsible for
preparing a Directors’ report that
complies with the requirements of the
Companies Act 2014.

The Directors are responsible for
the maintenance and integrity
of the corporate and financial
information included on the Group’s
and Company’s website www.icg.ie.
Legislation in the Republic of Ireland
concerning the preparation and
dissemination of financial statements
may differ from legislation in other
jurisdictions.

• The Group financial statements,

prepared in accordance with IFRS as
adopted by the European Union and
the Company financial statements
prepared in accordance with IFRS
as adopted by the European Union
as applied in accordance with the
provisions of Companies Act 2014,
give a true and fair view of the assets,
liabilities, and financial position
of the Group and Company at 31
December 2023 and of the profit or
loss of the Group for the year then
ended;

• The Directors’ report contained in
the Annual Report includes a fair
review of the development and
performance of the business and the
position of the Group and Company,
together with a description of the
principal risk and uncertainties that
they face; and

• The Annual Report and financial
statements, taken as a whole,
provides the information necessary
to assess the Group’s 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

Eamonn Rothwell,
Director

David Ledwidge,
Director

6 March 2024

Corporate Governance2023 Annual Report and Financial Statements114

116
122
123
124
125
127
128
180
181
183

FINANCIAL
STATEMENTS

Irish Continental Group115

Financial Statements2023 Annual Report and Financial Statements116

Independent Auditor’s Report to the Members on the Non-
Statutory Financial Statements of Irish Continental Group plc

Report on the audit of the non-
statutory financial statements
Opinion
We have audited the non – statutory
financial statements (the “financial
statements”) of Irish Continental
Group plc (‘the Company’) and
its consolidated undertakings
(‘the Group’) for the year ended 31
December 2023 set out on pages 122 to
191 which comprise the Consolidated
Income Statement, the Consolidated
Statement of Comprehensive Income,
the Consolidated Statement of
Financial Position, the Consolidated
Statement of Changes in Equity, the
Consolidated Statement of Cash Flows;
Company Statement of Financial
Position, Company Statement of
Changes in Equity and related notes,
including the material accounting
policies set out in note 2.

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 and, as regards
the Company financial statements,
as applied in accordance with the
provisions of the Companies Act 2014.

In our opinion:

• The financial statements give a true
and fair view of the assets, liabilities
and financial position of the Group
and Company as at 31 December
2023 and of the Group’s profit for the
year then ended;

• the Group 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 and Company financial
statements have been properly
prepared in accordance with the
requirements of the Companies
Act 2014 and, as regards the Group
financial statements, Article 4 of the
IAS Regulation.

Basis for opinion
We conducted our audit in accordance
with International Standards on
Auditing (Ireland) (ISAs (Ireland)) and
applicable law. Our responsibilities
under those standards are
further described in the Auditor’s
Responsibilities section of our report.
We believe that the audit evidence
we have obtained is a sufficient and
appropriate basis for our opinion. Our
audit opinion is consistent with our
report to the Audit Committee.

We were appointed as auditor by
the shareholders on 12 May 2021.
The period of total uninterrupted
engagement is the 3 years ended 31
December 2023. We have fulfilled our
ethical responsibilities under, and we
remained independent of the Group in
accordance with, ethical requirements
applicable in Ireland, including the
Ethical Standard issued by the Irish
Auditing and Accounting Supervisory
Authority (IAASA) as applied to public
interest entities. No non-audit services
prohibited by that standard were
provided.

Other Matter Non-statutory financial
statements
The non-statutory financial statements
of Irish Continental Group plc (‘the
Company’) and its consolidated
undertakings for the year ended
31 December 2023 are a true copy
of the human readable layer of the
statutory financial statements which
are prepared in accordance with
Commission Delegated Regulation
2019/815 regarding the single electronic
reporting format (ESEF) whereas the
non-statutory financial statements are
not prepared in accordance with ESEF.
The non-statutory financial statements
apply the provisions of the Companies
Act 2014 as if those requirements were
to apply.

Conclusions relating to going
concern
In auditing the financial statements,
we have concluded that the director’s
use of the going concern basis of
accounting in the preparation of the
financial statements is appropriate. Our

evaluation of the director’s assessment
of the Group’s and Company’s ability to
continue to adopt the going concern
basis of accounting included:

• Obtaining, inspecting and

challenging management’s
assessment of going concern and
underlying budgets and forecasts;

• Obtaining debt covenant

calculations as at 31 December
2023 and inspecting the headroom
available under those covenants;

• Assessing the adequacy of the
disclosures included within the
Annual Report relating to Going
Concern.

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 the Company’s ability
to continue as a going concern for a
period of at least twelve months from
the date when the financial statements
are authorised for issue.

Our responsibilities and the
responsibilities of the directors with
respect to going concern are described
in the relevant sections of this report.

In relation to the Group and the
Company’s reporting on how they have
applied the UK Corporate Governance
Code and the Irish Corporate
Governance Annex, we have nothing
material to add or draw attention to
in relation to the directors’ statement
in the financial statements about
whether the directors considered
it appropriate to adopt the going
concern basis of accounting.

Detecting irregularities including
fraud
We identified the areas of laws and
regulations that could reasonably be
expected to have a material effect on
the financial statements and risks of
material misstatement due to fraud,
using our understanding of the entity’s

Irish Continental Group117

industry, regulatory environment and
other external factors and inquiry
with the directors. In addition, our risk
assessment procedures included:

• Inquiring with the directors and
other management as to the
Group’s policies and procedures
regarding compliance with laws and
regulations, identifying, evaluating
and accounting for litigation and
claims, as well as whether they have
knowledge of non-compliance or
instances of litigation or claims.

• Inquiring of directors and the Audit

Committee as to the Group’s policies
and procedures to prevent and
detect fraud, as well as whether
they have knowledge of any actual,
suspected or alleged fraud.

• Inquiring of directors and the
Audit Committee regarding
their assessment of the risk that
the financial statements may
be materially misstated due to
irregularities, including fraud.

• Inspecting selected regulatory and

legal correspondence.

• Reading Board minutes and audit,
remuneration and nomination
committee minutes.

• Considering remuneration incentive
schemes and performance targets
for management.

• Performing planning analytical

procedures to identify any usual or
unexpected relationships.

We discussed identified laws and
regulations, fraud risk factors and the
need to remain alert among the audit
team.

Firstly, the Group is subject to laws
and regulations that directly affect
the financial statements including
companies and financial reporting
legislation, taxation legislation etc. We
assessed the extent of compliance with
these laws and regulations as part of
our procedures on the related financial
statement items, including assessing

the financial statement disclosures
and agreeing them to supporting
documentation when necessary.

environment including the entity’s
procedures for complying with
regulatory requirements.

Secondly, the Group is subject to many
other laws and regulations where the
consequences of non-compliance
could have a material effect on
amounts or disclosures in the financial
statements, for instance through
the imposition of fines or litigation.
We identified the following areas as
those most likely to have such an
effect: health and safety, anti-bribery,
employment law, environmental
regulation, maritime law, liquidity and
certain aspects of company legislation.

Auditing standards limit the required
audit procedures to identify non-
compliance with these non-direct
laws and regulations to inquiry of the
directors and inspection of regulatory
and legal correspondence, if any. These
limited procedures did not identify
actual or suspected non-compliance.

We assessed events or conditions
that could indicate an incentive or
pressure to commit fraud or provide
an opportunity to commit fraud. As
required by auditing standards, we
performed procedures to address
the risk of management override of
controls and the risk of fraudulent
revenue recognition. We did not
identify any additional fraud risks.

In response to the fraud risks, we also
performed procedures including:

• Identifying journal entries to test

based on risk criteria and comparing
the identified entries to supporting
documentation.

• Assessing significant accounting

estimates for bias

• Assessing the disclosures in the

financial statements

As the Group is regulated, our
assessment of risks involved
obtaining an understanding of the
legal and regulatory framework that
the Group operates and gaining
an understanding of the control

Owing to the inherent limitations
of an audit, there is an unavoidable
risk that we may not have detected
some material misstatements in the
financial statements, even though we
have properly planned and performed
our audit in accordance with auditing
standards. For example, the further
removed non-compliance with laws
and regulations (irregularities) is from
the events and transactions reflected
in the financial statements, the less
likely the inherently limited procedures
required by auditing standards would
identify it.

In addition, as with any audit, there
remains a higher risk of non-detection
of irregularities, as these may
involve collusion, forgery, intentional
omissions, misrepresentations, or the
override of internal controls. We are
not responsible for preventing non-
compliance and cannot be expected
to detect non-compliance with all laws
and regulations.

Key audit matters: our assessment of
risks of material misstatement
Key audit matters are those matters
that, in our professional judgement,
were of most significance in the audit
of the financial statements and include
the most significant assessed risks of
material misstatement (whether or not
due to fraud) identified by us, including
those which had the greatest effect on:
the overall audit strategy; the allocation
of resources in the audit; and directing
the efforts of the engagement team.
These matters were addressed in the
context of our audit of the financial
statements as a whole, and in forming
our opinion thereon, and we do not
provide a separate opinion on these
matters.

In arriving at our audit opinion above,
the key audit matters, in decreasing
order of audit significance, were as
follows (unchanged from 2022):

Financial Statements2023 Annual Report and Financial Statements118

Independent Auditor’s Report to the Members on the Non-
Statutory Financial Statements of Irish Continental Group plc
Continued

Group key audit matters
Valuation of vessels – Group €315.7m (2022: €320.3m) and Company €133.1m (2022: €138.8m)

Refer to note 2 (accounting policy) and notes 12 and 39 (financial disclosures)

The key audit matter

How the matter was addressed in our audit

Property, plant and equipment
amounted to €368.7 million (Company:
€133.3 million) as of 31 December 2023,
of which €315.7 million (Company:
€133.1 million) related to owned vessels.
The vessel-related depreciation charge
for the year ended 31 December 2023
was €40.8 million (Company: €5.8
million).

This key audit matter consists of the
evaluation of:

1. the key assumptions used in

estimating the periodic depreciation
of vessels, including the key
assumptions relating to useful
economic lives and expected
residual values; and

2. the approach to impairment

assessments performed by the
Group and Company, including its
evaluation of potential indicators of
impairment and, where indicators
are identified, its approach to the
calculation of recoverable amounts,
including the selection of key
assumptions regarding future
revenue and future costs.

This area was identified as a key audit
matter having regard to the amount
of the Group’s capital invested in these
assets and because of the judgements
involved.

Estimated useful economic lives and expected residual values of vessels

• We assessed the useful lives applied by the Group and Company by

comparing these to a) the Group’s historic experience and past practices of
operating and disposing of vessels and b) to published estimates of other
companies.

• We assessed the Group and Company’s estimates in respect of residual

values, which were based on the scrap metal value of individual vessels at
end of life, to published metal prices.

Vessel impairment considerations

• We made inquiries regarding the process undertaken by the Group and
Company to identify and consider potential indicators of impairment in
each CGU and assessed their determination as to whether indicators of
impairment existed for relevant assets.

• We considered the completeness of the potential indicators considered and
challenged the appropriateness of the Group and Company’s conclusions.

• We evaluated the completeness, accuracy and relevance of disclosures
required by IAS 36, including disclosures about sensitivities and major
sources of estimation uncertainty.

Where impairment indicators were identified we:

• Considered the methodology applied by the Group in its recoverable

amount calculations and verified the mathematical accuracy of the Group’s
calculations.

• Assessed and challenged the reasonability of the key judgements and

assumptions, including those relating to the potential impact of climate
change and related regulation, used by the Group and considered whether
the assumptions and judgements applied were reasonable and appropriate.

• Considered the sources of information used by the Group and corroborated

market assumptions to external sources, where available.

• Assessed the reasonability of the discount rate used with reference to the

Group’s cost of capital.

• Compared the future cash flow projections used to projections used in the

Group’s going concern and viability statement analyses.

• Performed sensitivity analysis over the Group’s key assumptions with regard
to cash flows and discount rates, to assess the impact of changes to those
key assumptions on the Group’s determination of the recoverability of
vessels.

As a result of our work performed, we found that the judgements made by the
Group in relation to:

• key assumptions used in estimating the periodic depreciation of vessels,

including the key assumptions relating to useful economic life and expected
residual values; and

• assessment of the recoverable value of vessels including key assumptions

were reasonable.

We found the related disclosures to be appropriate.

Irish Continental Group119

Valuation of net defined benefit pension asset – Group only
Valuation of the net defined benefit pension asset of €38.9m consisting of pension assets of €135.8m and liabilities of
€96.9m (2022 – net pension asset of €33.2m consisting of pension assets of €124.8m and liabilities of €91.6m)

Refer to note 2 (accounting policy) and note 31 (financial disclosures)

The key audit matter

How the matter was addressed in our audit

The Group has a number of defined
benefit pension schemes and there is
a risk that inappropriate assumptions
are used in determining the pension
liabilities, which may have a material
impact on the measurement of the
liabilities.

The measurement of defined benefit
pension liabilities involves the selection
of key assumptions which include
judgements and inherent uncertainty,
particularly in the selection of the
discount rates used.

For the reasons outlined above the
engagement team determine this
matter to be a key audit matter.

• We assessed and documented the qualifications as well as the independence
and objectivity of the actuary employed by the Group to perform actuarial
calculations over the Group’s defined benefit obligations.

• We made inquiries to understand the process applied in the selection of key

assumptions used in calculating the defined benefit liability and we tested the
design and implementation of the controls in place over this process.

• We engaged our internal KPMG actuarial specialists to inspect the valuation
assessments, assess the methodology applied and the key assumptions
applied throughout the Group. With the support of our actuarial specialist,
we challenged the key actuarial assumptions applied in the calculation of
the valuation of the defined benefit pension asset. The most significant
judgements related to the evaluation of the appropriateness of the discount
rates assumptions. We also assessed the inflation rates and mortality/life
expectancies used. This included a comparison of these assumptions against
externally available benchmarks.

• We considered the adequacy of the Group’s disclosures, including in respect of

the sensitivity of liability to changes in key assumptions.

• We found the assumptions used in, and the resulting valuation of the net

defined benefit pension asset to be reasonable and the related disclosures to
be adequate.

Company key audit matter
In addition to the two matters noted above which applied to the Group and Company, the following additional key audit
matter applied to the Company only

Valuation of investment in subsidiaries (Company only): €16.0m (2022: €16.5m)
Refer to note 37 (accounting policy) and note 41 (financial disclosures)

The key audit matter

How the matter was addressed in our audit

Investments in subsidiary undertakings are
carried on the Company balance sheet at
cost less provisions for impairment.

There is a risk that the carrying value
of investments in subsidiaries may be
subject to misstatement (overstatement)
if the expected future performance and
cashflows of such subsidiaries is not
sufficient to support the recovery of the
Company’s investments.

We focused on this area as a key audit
matter due to the significance of the
balance to the Company balance.

• We updated our understanding of the Company’s process for monitoring

the carrying values of investments in subsidiaries.

• We considered the Company’s assessment of impairment indicators by
comparing the carrying value of investments in the Company’s Balance
Sheet to the net assets of the subsidiary financial statements and to the
market capitalisation of the Company.

• We also considered the audit procedures performed in relation to the

impairment assessments prepared by the Group and Company over the
carrying value of vessels, and testing as performed where indicators of
impairment were identified, as outlined in the key audit matter above.

• As a result of our audit work performed, we found that the Company’s

assessment of the valuation of investments in subsidiary undertakings to
be appropriate.

Our application of materiality and
an overview of the scope of our
audit
Materiality for the Group financial
statements and Company financial
statements as a whole was set at

€2.95m (2022: €2.85m) and €1.3m
(2022: €1.5m) respectively, determined
with reference to benchmarks of
forecasted profit before tax for the
Group and total assets Company (of
which it represents 5% (2022: 5%) and
0.8% (2022: 0.9%) respectively.

In applying our judgement to
determine the most appropriate
benchmark, the factor, which had
the most significant impact was our
understanding that the principal
item on which the attention of
the users of the Group’s financial

Financial Statements2023 Annual Report and Financial Statements120

Independent Auditor’s Report to the Members on the Non-
Statutory Financial Statements of Irish Continental Group plc
Continued

statements tends to be focused on is,
profit before tax. Profit before tax is the
principal item used by Management
in assessing performance. In applying
our judgement in determining the
percentage to be applied to the
benchmark, we considered that the
Group has a high public profile and
operates in a regulated environment
and has debt arrangements which
include covenants linked to operating
results.

In applying our judgement in
determining the most appropriate
benchmark for Company materiality,
we considered the elements of the
financial statements and the nature
of the Company and the fact that the
Company is an investment holding
company for the Group.

In applying our judgement in
determining the percentage to
be applied to the benchmark, we
considered that the Company is listed
and has a high public profile.

Performance materiality for the Group
financial statements and Company
financial statements as a whole was
set at 75% (2022: 75%) of materiality for
the financial statements as a whole,
which equates to €2.2m (2022: €2.1m)
and €0.97m (2022: €1.25m) respectively.
We use performance materiality to
reduce to an appropriately low level
the probability that the aggregate
of uncorrected and undetected
misstatements exceeds overall
materiality. In applying our judgement
in determining performance materiality,
we considered a number of factors
including; the low number and value of
misstatements detected and the low
number and severity of deficiencies in
control activities identified in the prior
year financial statement audit.

We reported to the Audit Committee
any corrected or uncorrected identified
misstatements exceeding €150,000
(2022: €150,000) for the Group and
€64,000 (2022: €75,000) for the
Company, in addition to other identified
misstatements that warranted reporting
on qualitative grounds.

Of the Group’s 11 reporting
components, we subjected all to full
scope audits for group purposes.
The structure of the Group’s finance
function is such that certain
transactions and balances are
accounted for by the central Group
finance team, with the remainder
audit procedures, including those in
relation to the key audit matters as
set out above, on those transactions
accounted for at Group and
component level. Our audits covered
100% of total Group revenue and 100%
of Group total assets, including 100%
of the Company’s revenue and total
assets. The work on all components
was performed by the Group team. The
audits undertaken for Group reporting
purposes at the key reporting
components were all performed to
component materiality levels. These
component materiality levels were set
individually for each component and
ranged from €30,000 to €2.2 million.
The Group audit team were also
auditors to all of the Group’s significant
components.

Our audit was undertaken to
the materiality and performance
materiality level specified above
and was all performed by a single
engagement team in Dublin.

Other information
The directors are responsible for
the other information presented in
the Annual Report together with
the financial statements. The other
information comprises the information
included in the directors’ report,
the Strategic Report, the Corporate
Governance Report and the Investor
and Other Information. The financial
statements and our auditor’s report
thereon do not comprise part of the
other information. Our opinion on the
financial statements does not cover
the other information and, accordingly,
we do not express an audit opinion or,
except as explicitly stated below, any
form of assurance conclusion thereon.

Our responsibility is to read the other
information and, in doing so, consider
whether, based on our financial
statements audit work, the information
therein is materially misstated or
inconsistent with the financial

statements or our audit knowledge.
Based solely on that work we have not
identified material misstatements in the
other information.

Based solely on our work on the other
information undertaken during the
course of the audit, we report that:

• we have not identified material

misstatements in the directors’ report;

• in our opinion, the information given in
the directors’ report is consistent with
the financial statements, and;

• in our opinion, the directors’ report has
been prepared in accordance with the
Companies Act 2014.

Corporate governance statement
We have reviewed the directors’
statement in relation to going concern,
longer-term viability, that part of the
Corporate Governance Statement
relating to the Company’s compliance
with the provisions of the UK Corporate
Governance Code and the Irish Corporate
Governance Annex specified for our
review by the Listing Rules of Euronext
Dublin and the UK Listing Authority.

Based on the work undertaken as part of
our audit, we have concluded that each of
the following elements of the Corporate
Governance Statement is materially
consistent with the financial statements
and our knowledge obtained during the
audit:

• Directors’ statement with regards the

appropriateness of adopting the going
concern basis of accounting and any
material uncertainties identified;

• Directors’ explanation as to their

assessment of the Group’s prospects,
the period this assessment covers and
why the period is appropriate;

• Director’s statement on whether it has a
reasonable expectation that the Group
will be able to continue in operation
and meets its liabilities;

• Directors’ statement on fair, balanced

and understandable and the
information necessary for shareholders
to assess the Group’s position and
performance, business model and
strategy;

• Board’s confirmation that it has

carried out a robust assessment of the
emerging and principal risks and the
disclosures in the annual report that

Irish Continental Group
121

describe the principal risks and
the procedures in place to identify
emerging risks and explain how they
are being managed or mitigated;

• Section of the annual report that

describes the review of effectiveness
of risk management and internal
control systems; and;

• Section describing the work of the

Audit Committee.

•
The Listing Rules of Euronext Dublin
also requires us to review certain
elements of disclosures in the report to
shareholders by the Board of Directors’
remuneration committee.

We have nothing to report in this
regard.

In addition as required by the
Companies Act 2014, we report, in
relation to information given in the
Corporate Governance Statement that:

• based on the work undertaken
for our audit, in our opinion, the
description of the main features
of internal control and risk
management systems in relation
to the financial reporting process
and information relating to voting
rights and other matters required
by the European Communities
(Takeover Bids (Directive 2004/EC)
Regulations 2006 and specified for
our consideration, is consistent with
the financial statements and has
been prepared in accordance with
the Act;

• based on our knowledge and

understanding of the Company
and its environment obtained
in the course of our audit, we
have not identified any material
misstatements in that information;
and

• the Corporate Governance

Statement contains the information
required by the European Union
(Disclosure of Non-Financial and
Diversity Information by certain
large undertakings and groups)
Regulations 2017.

We also report that, based on
work undertaken for our audit, the
information required by the Act is
contained in the Corporate Governance
Statement.

Our opinions on other matters
prescribed by the Companies Act 2014
are unmodified
We have obtained all the information
and explanations which we consider
necessary for the purposes of our audit.

In our opinion the accounting records
of the Company were sufficient to
permit the financial statements to be
readily and properly audited and the
financial statements are in agreement
with the accounting records.

We have nothing to report on other
matters on which we are required to
report by exception
The Companies Act 2014 requires us to
report to you if, in our opinion:

• the disclosures of directors’

remuneration and transactions
required by Sections 305 to 312 of the
Act are not made;

• the Company has not provided the
information required by Section
1110N in relation to its remuneration
report for the financial year 31
December 2023.

We have nothing to report in this
regard.

Respective responsibilities and
restrictions on use
Responsibilities of directors for the
financial statements
As explained more fully in the directors’
responsibilities statement, the directors
are responsible for: the preparation
of the financial statements including
being satisfied that they give a true
and fair view; such internal control
as they determine is necessary to
enable the preparation of financial
statements that are free from material
misstatement, whether due to
fraud or error; assessing the Group
and Company’s ability to continue
as a going concern, disclosing, as
applicable, matters related to going
concern; and using the going concern
basis of accounting unless they either
intend to liquidate the Group or the
Company or to cease operations, or
have no realistic alternative but to do
so.

Auditor’s responsibilities for the audit
of the financial statements
Our objectives are to obtain reasonable
assurance about whether the financial
statements as a whole are free from
material misstatement, whether due to
fraud or error, and to issue an auditor’s
report that includes our opinion.
Reasonable assurance is a high level
of assurance, but is not a guarantee
that an audit conducted in accordance
with ISAs (Ireland) will always detect a
material misstatement when it exists.
Misstatements can arise from fraud
or error and are considered material
if, individually or in the aggregate,
they could reasonably be expected
to influence the economic decisions
of users taken on the basis of these
financial statements.

A fuller description of our
responsibilities is provided on IAASA’s
website at https://iaasa.ie/publications/
description-of-the-auditors-
responsibilities-for-the-audit-of-the-
financial-statements/.

The purpose of our audit work and to
whom we owe our responsibilities
Our report is made solely to the
Company’s members, as a body, in
accordance with Section 391 of the
Companies Act 2014. Our audit work
has been undertaken so that we might
state to the Company’s members
those matters we are required to state
to them in an auditor’s report and for
no other purpose. To the fullest extent
permitted by law, we do not accept or
assume responsibility to anyone other
than the Company and the Company’s
members, as a body, for our audit work,
for this report, or for the opinions we
have formed.

Colm O’Sé
for and on behalf of
KPMG
Chartered Accountants, Statutory
Audit Firm
1 Stokes Place
St. Stephen’s Green
Dublin 2
D02 DE03

7 March 2024

Financial Statements2023 Annual Report and Financial Statements
122

Consolidated Income Statement
for the year ended 31 December 2023

Revenue

Depreciation and amortisation

Employee benefits expense

Other operating expenses

Operating profit

Finance income

Finance costs

Profit before tax

Income tax expense

Profit for the financial year: all attributable to equity holders of the parent

Earnings per share – expressed in euro cent per share

Basic

Diluted

Notes

2023

€m

572.0

(64.2)

(26.2)

(413.2)

68.4

1.4

(6.5)

63.3

2022

€m

584.9

(60.5)

(26.8)

(430.9)

66.7

0.1

(4.3)

62.5

(1.7)

(2.7)

61.6

59.8

36.2

35.7

33.6

33.2

Irish Continental GroupConsolidated Statement of Comprehensive Income
for the year ended 31 December 2023

Profit for the financial year

Notes

2023

€m

61.6

123

2022

€m

59.8

Items that may be reclassified subsequently to profit or loss:

Currency translation adjustment

1.1

(2.5)

Items that will not be reclassified subsequently to profit or loss:

Actuarial gain on defined benefit obligations

Deferred tax on defined benefit obligations

31 viii

4.9

(0.4)

29.4

(2.4)

Other comprehensive income for the financial year

5.6

24.5

Total comprehensive income for the financial year: all attributable to equity
holders of the parent

67.2

84.3

Financial Statements2023 Annual Report and Financial Statements124

Consolidated Statement of Financial Position
as at 31 December 2023

Assets

Non-current assets

Property, plant and equipment

Intangible assets

Right-of-use assets

Retirement benefit surplus

Finance lease receivable

Deferred tax asset

Current assets

Inventories

Trade and other receivables

Cash and cash equivalents

Total assets

Equity and liabilities

Equity

Share capital

Share premium

Other reserves

Retained earnings

Equity attributable to equity holders of the parent

Non-current liabilities

Borrowings

Lease liabilities

Deferred tax liabilities

Provisions

Retirement benefit obligation

Current liabilities

Borrowings

Lease liabilities

Trade and other payables

Provisions

Total liabilities

Total equity and liabilities

Notes

31 iv

2023

€m

2022

€m

368.7

362.3

2.1

36.1

39.4

7.3

0.3

1.9

41.4

33.6

10.5

0.1

453.9

449.8

4.0

68.6

46.8

119.4

573.3

10.8

20.9

(6.1)

256.7

282.3

41.1

25.4

4.5

0.9

0.5

72.4

112.4

11.6

93.7

0.9

218.6

291.0

573.3

5.2

79.9

39.0

124.1

573.9

11.1

20.5

(8.2)

237.4

260.8

160.4

30.7

3.6

1.1

0.4

196.2

7.3

11.7

96.2

1.7

116.9

313.1

573.9

The Financial Statements were approved by the Board of Directors on 6 March 2024 and signed on its behalf by:

Eamonn Rothwell
Director

David Ledwidge
Director

Irish Continental GroupConsolidated Statement of Changes in Equity
For the year ended 31 December 2023

125

Undenominated

Capital

Options

Translation

Retained

Capital

Premium

Reserves

Reserve

Earnings

€m

Total

€m

Balance at 1 January 2023

11.1

20.5

8.6

6.3

(23.1)

237.4

260.8

Profit for the financial year

Other comprehensive income

Total comprehensive income for the
financial year

Employee share-based payments expense

Share issue

Dividends

Share buyback

Settlement of employee equity plans
through market purchase

Transferred to retained earnings on exercise
of share options

(0.3)

0.4

Transactions with shareholders

(0.3)

0.4

Balance at 31 December 2023

10.8

20.9

0.3

8.9

2.8

(2.1)

0.7

1.1

61.6

4.5

61.6

5.6

66.1

67.2

(24.4)

(21.4)

2.8

0.4

(24.4)

(21.4)

(3.1)

2.1

19.3

21.5

7.0

(22.0)

256.7

282.3

Financial Statements2023 Annual Report and Financial Statements126

Consolidated Statement of Changes in Equity
For the year ended 31 December 2022

Undenominated

Capital

Options

Translation

Retained

Capital

Premium

Reserves

Reserve

Earnings

€m

Total

€m

Balance at 1 January 2022

11.9

20.4

7.8

4.7

(20.6)

225.5

249.7

Profit for the financial year

Other comprehensive income

Total comprehensive income for the
financial year

Employee share-based payments expense

Share issue

Dividends

Share buyback

Settlement of employee equity plans
through market purchase

Transferred to retained earnings on exercise
of share options

(0.8)

0.1

Transactions with shareholders

(0.8)

0.1

Balance at 31 December 2022

11.1

20.5

0.8

8.6

3.0

(1.4)

1.6

(2.5)

59.8

27.0

59.8

24.5

(2.5)

86.8

84.3

(2.5)

(24.2)

(49.2)

3.0

0.1

(24.2)

(49.2)

(2.9)

1.4

11.9

11.1

6.3

(23.1)

237.4

260.8

Irish Continental GroupConsolidated Statement of Cash Flows
for the financial year ended 31 December 2023

Profit for the financial year

Adjustments for:

Finance costs (net)

Income tax expense

Retirement benefit scheme movements

Depreciation of property, plant and equipment

Amortisation of intangible assets

Depreciation of right-of-use assets

Share-based payment expense

Decrease in provisions

Working capital movements

Cash generated from operations

Income taxes paid

Interest paid

Net cash inflow from operating activities

Cash flow from investing activities

Proceeds on disposal of property, plant and equipment

Lease inception costs

Purchases of property, plant and equipment and intangible assets

Net cash outflow from investing activities

Cash flow from financing activities

Share buyback

Dividends

Repayments of leases liabilities

Repayments of bank loans

Drawdown of bank loans

Settlement of employee equity plans through market purchases

Proceeds on issue of ordinary share capital

Net cash outflow from financing activities

Net increase in cash and cash equivalents

Cash and cash equivalents at beginning of year

Effect of foreign exchange rate changes

Cash and cash equivalents at end of year

127

2022

€m

59.8

4.2

2.7

1.1

38.5

0.4

21.6

3.0

(0.5)

1.2

132.0

(1.7)

(4.0)

126.3

3.0

(75.7)

(72.7)

(49.2)

(24.2)

(21.0)

(7.6)

52.0

(2.9)

0.1

(52.8)

0.8

38.5

(0.3)

39.0

Notes

2023

€m

61.6

5.1

1.7

0.6

45.1

0.4

18.7

2.8

(1.0)

1.7

136.7

(2.2)

(5.9)

128.6

3.1

(1.4)

(41.9)

(40.2)

(21.4)

(24.4)

(18.0)

(40.0)

25.6

(3.1)

0.4

(80.9)

7.5

39.0

0.3

46.8

Financial Statements2023 Annual Report and Financial Statements128

Notes Forming Part of the Consolidated Financial Statements
for the financial year ended 31 December 2023

1. General information

Irish Continental Group plc (ICG) is a public limited company incorporated in Ireland (Company registration number: 41043)
and listed on Euronext Dublin and the London Stock Exchange. The addresses of its registered office and principal places of
business are disclosed on the inside back cover of the Annual Report.

The Group carries passengers and cars, RoRo freight and container LoLo freight, on routes between Ireland, Britain and
Continental Europe. The Group also operates container terminals in the ports of Dublin and Belfast.

The Company charters vessels and is the holding Company of a number of subsidiary companies.

2. Summary of accounting policies

Statement of Compliance
The consolidated and the Company financial statements have been prepared in accordance with International Financial
Reporting Standards (IFRSs) issued by the International Accounting Standards Board (IASB) and interpretations issued by
the IFR Interpretations Committee (IFRIC) as adopted by the EU and those parts of the Companies Act 2014 applicable to
companies reporting under IFRS and Article 4 of the IAS Regulation. The Company has availed of the exemption in Section
304 of the Companies Act 2014 and has not presented the Company Income Statement, which forms part of the Company’s
financial statements, to its members and the Registrar of Companies.

Basis of preparation
The Financial Statements have been prepared on the going concern basis and the historical cost convention, as modified by:

• measurement at fair value of share based payments at initial date of award;

• recognition of the defined benefit surplus as plan assets at fair value less the present value of the defined benefit

obligation

All figures presented in the Financial Statements are in euro and are rounded to the nearest one hundred thousand except
where otherwise indicated.

These printed financial statements are non-statutory financial statements having not been prepared in accordance with
Commission Delegated Regulation 2019/818 regarding the single electronic reporting format (ESEF). Other than the addition
of page references these non-statutory financial statements represent a true copy of the human readable layer of the
statutory financial statements which were prepared in accordance with ESEF and are available on the Group’s website.

Basis of consolidation
The Consolidated Financial Statements incorporate the financial statements of the Company and entities controlled by the
Company (its subsidiaries) made up to 31 December each year. Control is achieved where the Company:

• has the power over the investee;

• is exposed, or has rights, to variable return from its involvement with the investee; and

• has the ability to use its power to affect its return.

In assessing control, potential voting rights that are currently exercisable or convertible are taken into account.

Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company
loses control of the subsidiary. Specifically, the results of subsidiaries acquired or disposed of during the year are included in
the Consolidated Income Statement from the date the Company gains control until the date the Company ceases to control
the subsidiary.

All intra-group transactions, balances, income and expenses are eliminated on consolidation.

New standards and interpretations
New and revised accounting standards and interpretations have been issued which are set out below. These have been
adopted by the Group from the effective dates.

Irish Continental Group129

2. Summary of accounting policies (continued)

Standards effective for the Group from 1 January 2023

Standard

IFRS 17

Description

Effective date for periods commencing

Insurance Contracts

1 January 2023

IAS 1 (amendments)

Disclosure of Accounting Policies

1 January 2023

IAS 8 (amendments)

Definition of Accounting Estimates

1 January 2023

IAS 12 (amendments)

Deferred Tax related to Assets and
Liabilities arising from a Single Transaction

1 January 2023

The above amended standards have been applied in the preparation of the financial statements for the year ended 31
December 2023.
On adoption of IFRS 17: Insurance Contracts the prior year classification of certain financial guarantee contracts as insurance
contracts for accounting purposes was reviewed.

In the Company financial statements certain guarantees provided to subsidiaries in connection with borrowing previously
treated as financial guarantee contracts and classified as insurance contracts were reclassified as financial instruments and
remeasured at fair value. There was no financial effect on the prior or current year Company financial statements arising
from this reclassification.

In the Consolidated financial statements, there were no guarantees outstanding in favour of third parties, other than inter
group cross guarantees in relation to group borrowings which are eliminated on consolidation. The Company has also
provided guarantees under certain loan facility arrangements in favour of its subsidiaries. However, the fair value of such
guarantees are immaterial. Consequently, there was no effect on the financial statements from the first time adoption of
IFRS 17.

The Group has adopted Deferred Tax related to Assets and Liabilities arising from a Single Transaction (Amendments to IAS
12) from 1 January 2023. The Group is now required to recognise the associated deferred tax assets and liabilities arising from
the recognition of right-of-use assets and their related lease liabilities from the beginning of the comparative period.

The Group previously recognised these deferred tax assets and liabilities on a net basis. Following the amendment, the
Group has recognised a separate deferred tax asset in relation to its lease liabilities and deferred liability in relation to its
right-of-use assets. There was no impact on opening retained earnings on 1 January 2022 or 1 January 2023 as a result of the
change. There is a €0.2 million credit to the Consolidated Income Statement in respect of FY23. The Group has exercised the
right to offset qualifying balances in accordance with paragraph 74 of IAS 12. For further details on the amended disclosure
see note 24.

Other than noted above the new standards and interpretations did not have any material impact on the results or financial
position of the Group.

Standards effective for the Group from 1 January 2024 or later

Standard

Description

Effective date for periods commencing

IAS 1 (amendments)

Non-current Liabilities with Covenants

1 January 2024

IFRS 16 (amendments)

Lease Liability in a Sale and Leaseback

1 January 2024

IAS 7 and IFRS 7 (amendments)

Supplier Finance Arrangements

1 January 2024*

IAS 21 (amendments)

Lack of Exchangeability

1 January 2025*

IFRS 10 Consolidated Financial Statements
and IAS 28 Investments in Associates and
Joint Ventures (amendments)

Sale or Contribution of Assets
between an Investor and its Associate
or Joint Venture

Effective date has been deferred
indefinitely

*Not yet endorsed by the EU

The above standards and amendments to standards have not been applied in the preparation of the financial statements
for the year ended 31 December 2023. They are not expected to have a material impact on the results or financial position of
the Group when applied in future periods.

Financial Statements2023 Annual Report and Financial Statements130

Notes Forming Part of the Consolidated Financial Statements
Continued

2. Summary of accounting policies (continued)

Accounting policies applied in the preparation of the Financial Statements for the financial year ended 31 December
2023

Revenue recognition
Revenue is measured based on the consideration specified in a contract concluded with a customer and excludes any
amounts collected on behalf of third parties including taxes.

The principal activities from which the Group generates its revenue are set out below.

Ferries Division

Product or Service

Nature and satisfaction of performance obligation

Passenger
Transport

Passenger revenue is recognised over time as services are provided. Contracts are concluded during
the booking process with a high degree of probability of collection of the sales proceeds. Sales
proceeds are recognised as deferred revenue where the single performance obligation from the
departure point to destination point are subsequently released to revenue over the elapsed time
taken to complete the single performance obligation being the provision of transport between the
departure point and destination point. The price is fixed at the time of booking. Where a customer
is eligible to participate in loyalty programmes, the price is allocated based on the relative stand-
alone selling price or expected selling price based on company data.

RoRo Freight

Deferred revenue is reduced for any refund paid to a customer where the Company is unable to
complete the performance obligation. Ticket breakage, i.e. deferred untravelled revenue for no
shows, is recognised in full once the original booked travel date has expired based on a no refund
policy.

RoRo freight revenue is recognised over time as services are provided. Contracts are concluded
during the booking process with a high degree of probability of collection of the sales proceeds.
Sales proceeds are recognised as deferred revenue which are subsequently released to revenue
over the elapsed time taken to complete the single performance obligation being the provision
of transport between the departure point and destination point. The price is fixed at the time of
booking or is otherwise variable if the customer has an active rebate arrangement. The contract
price less the estimates of the most probable rebate amount is allocated to the performance
obligation with the rebate amount retained in deferred revenue until paid.

Onboard Sales

Revenue from sales in bars and restaurants is recognised at the time of sale. The Group recognises
a single contract for all goods and services in a transaction basket at the time of transaction with
payment received at the same time. There is a single identifiable obligation to transfer title with the
price fixed at the time of transaction.

Retail
Concessions

Revenues earned from retail concessions is recognised over time based on declarations received
up to the reporting date. For each concession the Group recognises a single contract involving
the grant of a licence or creation of a right to provide services onboard vessels creating a single
identifiable obligation. The price is variable being based on a profit share model.

Irish Continental Group131

2. Summary of accounting policies (continued)

Container and Terminal Division

Product or Service

Nature and satisfaction of performance obligation

Container
Shipping

Stevedoring

LoLo container shipping revenue is recognised over time as services are provided. Contracts are
concluded during the booking process with a high degree of probability of collection of the sales
proceeds. Sales proceeds are recognised as deferred revenue which are subsequently released to
revenue over the time based on effort expended on each activity (collection, shipping and delivery)
undertaken in fulfilment of the single performance obligation being the provision of transport
between the departure point and destination point. The price is fixed at the time of booking.

Stevedoring revenue is recognised over time in line with the number of containers loaded or
discharged onto vessels in fulfilment of obligations. Contracts are concluded with customers
covering services to be provided over time with a high degree of probability of collection of the
sales proceeds. Sales proceeds are recognised once the performance obligations are satisfied i.e.
the loading or discharge of a vessel. The price is fixed at the time of contract or is otherwise variable
if the customer has an active rebate arrangement. The contract price less the best estimate of the
most probable rebate amount is allocated to the performance obligation with the rebate amount
retained in deferred revenue. As rebates are paid to customers, amounts included in deferred
revenue are released with experience adjustments included as revenue.

Leasing
Identifying a lease
Where a contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration
it is treated as a lease.

a) As Lessee
Where the Group acts as a lessee, the Group recognises a right-of-use asset and lease liability at the lease commencement
date, which is the date the underlying asset is available for our use.

Right-of-use assets are initially measured at cost plus initial direct costs incurred in arranging a lease, and subsequently
measured at cost less any accumulated depreciation and impairment losses (if any) and adjusted for certain remeasurement
of lease liabilities. The recognised right-of-use assets are depreciated on a straight-line basis over the shorter of their
estimated useful lives and the lease term. Right-of-use assets are subject to impairment under IAS 36 Impairment of assets.
Right-of-use assets are presented as a separate line item in the Statement of Financial Position.

Lease liabilities are initially measured at the present value of lease payments that are not paid at the commencement date,
discounted using the incremental borrowing rate if the interest rate implicit in the lease is not readily determinable. The
lease liability is subsequently increased by the interest cost on the lease liability and decreased by lease payments made. In
the Consolidated Statement of Cash Flows the payments made are separated into the principal portion (presented within
financing activities), and interest (presented in operating activities). Lease liabilities are remeasured and a corresponding
adjustment is made to right of use assets if there is a change in future lease payments, a change in the lease term, or
as appropriate, a change in the assessment of whether an extension option is reasonably certain to be exercised or a
termination option is reasonably certain not to be exercised.

The Group applies the short-term lease recognition exemption to leases that have a lease term of 12 months or less from
the commencement date. The Group also applies the lease of low-value assets recognition exemption to leases that are
considered to be low value. Lease payments on short-term leases and leases of low-value assets are recognised as an
expense on a straight-line basis over the term of the lease. The Group also avails of practical expedients permitted under
IFRS 16 Leases. The portfolio approach is applied to both leases of containers where a master leasing agreement exists
and also in relation to the time charter of vessels where the Group does not separate non-lease components from lease
components, recognising each time charter as a single component.

b) As Lessor
The Group treats bareboat hire purchase sale agreements in relation to the disposal of vessels as finance leases where
it transfers substantially all the risks and rewards incidental to ownership of the underlying vessel to the charterer. The
sales proceeds recognised at the commencement of the lease term by the Group are that implied by the fair value of the
asset, which together with any initial direct costs equal to the net investment in the lease and are presented as a finance
lease receivable in the Statement of Financial Position. Loss allowances on the finance lease receivables are estimated at

Financial Statements2023 Annual Report and Financial Statements132

Notes Forming Part of the Consolidated Financial Statements
Continued

2. Summary of accounting policies (continued)

an amount equal to lifetime expected credit losses. Following initial measurement finance lease income is recognised in
revenue and is allocated to accounting periods so as to reflect a constant periodic rate of return on the outstanding net
investment.

Lease payments receivable arising from the grant of a right-of-use vessel which do not meet the requirement of a finance
lease are recognised as revenue on a straight-line basis over the term of the relevant charter. The provision of operation and
maintenance services is recognised on a daily basis at the applicable daily rate under the terms of the charter.

Concession and Licence agreements
Payments made under concession arrangements, where the Group benefits from the use of an asset or right and the
obligation to make the payments has not been recognised in the Statement of Financial Position as a lease obligation, are
charged to the Consolidated Income Statement as the rights conferred under the terms of the arrangement are consumed.

Benefits received and receivable as an incentive to enter into a concession agreement are also spread on a straight-line
basis over the agreement term as a reduction of the expense.

The Group does not recognise that element of a contract as a lease in the Statement of Financial Position where the right to
control the use of an identified asset for a period of time is based on variable consideration based on activity levels. In these
circumstances any variable consideration is expensed to the Income Statement as the right is consumed.

Non-trading items
The Group treats material items either individually or, if of a similar type, in aggregate, that derive from events or
transactions that fall outside the ordinary activities of the Group as non-trading items. Non-trading items are presented
separately on the face on the Consolidated Income Statement, separately disclosing any tax effects.

Foreign currencies
The individual financial statements of each Group entity are prepared in the currency of the primary economic environment
in which the entity operates (its functional currency). For the purpose of the Consolidated Financial Statements, the results
and financial position of each entity are expressed in euro, which is the functional currency of the Company, and the
presentation currency for the Consolidated Financial Statements.

In preparing the financial statements of the individual companies, transactions in currencies other than the entity’s
functional currency (foreign currencies) are recorded at the rates of exchange prevailing on the dates of the transactions.
At each reporting date, monetary assets and liabilities denominated in foreign currencies are retranslated at the rates
prevailing on the reporting date. Non-monetary items that are measured in terms of historical cost in a foreign currency are
not retranslated. Exchange differences arising on the settlements of monetary items and on the retranslation of monetary
items, are included in the Consolidated Income Statement for the financial year and presented in euro.

For the purpose of presenting Consolidated Financial Statements, the assets and liabilities of the Group’s foreign operations
are expressed in euro using exchange rates prevailing on the reporting date. Income and expense items are translated at
the average exchange rates for the year, unless exchange rates fluctuate significantly during the period, in which case the
exchange rates at the date of transactions are used.

Exchange differences arising on the translation of foreign currency subsidiaries, if any, are recognised in the Consolidated
Statement of Comprehensive Income and accumulated in equity in the translation reserve. On disposal of a foreign
subsidiary the cumulative translation difference for that foreign subsidiary is transferred to the Consolidated Income
Statement as part of the gain or loss on disposal.

Finance costs
Finance costs comprises interest expense on borrowings, negative interest on bank deposits, interest on lease obligations
and interest on net defined benefit pension scheme liabilities. All borrowing costs are recognised in the Consolidated
Income Statement under finance costs using the effective interest method.

Finance income
Finance income comprises interest income on bank deposits, interest earned on finance lease receivables, interest on the
net defined benefit pension scheme assets and interest on any other interest bearing financial assets. Interest income is
recognised in the Consolidated Income Statement under finance income using the effective interest method.

Irish Continental Group133

2. Summary of accounting policies (continued)

Retirement benefit schemes
Defined benefit obligations
For defined benefit obligations, the cost of providing the benefits and the liabilities of the schemes are determined using
the projected unit credit method with assets valued at bid price and actuarial valuations being carried out by independent
and professionally qualified actuaries at each reporting date. Current service costs, past service cost, or credit, and net
interest expense or income are recognised in the Consolidated Income Statement. Adjustments in respect of a settlement,
a curtailment and past service cost, or credit, are recognised in the Consolidated Income Statement in the period of a plan
amendment. Remeasurement comprising actuarial gains and losses is reflected in the Statement of Financial Position with
a charge or credit recognised in the Consolidated Statement of Comprehensive Income in the period in which they occur.

The net interest income on defined benefit obligations has been recorded in the Consolidated Income Statement under
finance income. Net interest is calculated by applying the discount rate at the beginning of the period to the net defined
benefit liability or asset.

In addition to the pension schemes operated by the Group, certain former employees are members of the Merchant Navy
Officers Pension Fund (MNOPF). As the Group has no control over the calls for contributions made from the MNOPF, it has
determined that the fund should be accounted for as a defined benefit obligation and its liability recognised accordingly.
The Group’s share of the MNOPF deficit as advised by the trustees is included with the other Group schemes.

The retirement benefit obligation recognised in the Consolidated Statement of Financial Position represents the deficit or
surplus in the Group’s defined benefit obligations. Any surplus resulting from this calculation is limited to past service cost,
plus the present value of available refunds and reductions in future contributions to the scheme.

Defined contribution pension schemes
Payments to defined contribution pension schemes are recognised as an expense as they fall due. Any contributions
outstanding at the period end are included as an accrual in the Consolidated Statement of Financial Position.

Employee benefits expense
Wages, salaries, bonuses, social security contributions, paid annual leave and sick leave are accrued in the period in which
the associated services are rendered by the employees of the Group. A liability for a termination benefit is recognised at the
earlier of when an entity can no longer withdraw the offer of the termination benefit and the entity recognises any related
restructuring costs.

Share-based payments
The Group issues equity-settled share-based payments to certain employees. Equity-settled share-based payments are
measured at fair value (excluding the effect of non-market based vesting conditions) at the date of grant. The fair value
determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the
vesting period, based on the Group’s estimate of the shares expected to vest as a result of the effect of non-market based
vesting conditions.

For awards where vesting will be determined by market based vesting conditions, those granted prior to 1 January 2019 were
fair value measured using a binomial pricing model. Monte-Carlo modelling was used for awards granted after 1 January
2019.

The expected life used in the model has been adjusted, based on management’s best estimate, for the effects of non-
transferability, exercise restrictions and behavioural considerations.

Taxation
Income tax expense represents the sum of the tax currently payable and deferred tax. The tax currently payable is based
on taxable profit for the year. Taxable profit differs from profit as reported in the Consolidated Income Statement because
it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are
never taxable or deductible. The Group’s liability for current tax is calculated using tax rates that have been enacted or
substantively enacted by the reporting date. A provision is recognised for those matters for which the tax determination
is uncertain, but it is considered probable that there will be a future outflow of funds to a tax authority. The provisions are
measured at the best estimate of the amount expected to become payable.

Financial Statements2023 Annual Report and Financial Statements134

Notes Forming Part of the Consolidated Financial Statements
Continued

2. Summary of accounting policies (continued)

A proportion of the Group’s profits fall within the charge to tonnage tax, under which regime taxable profits are relieved
to an amount based on the tonnage of vessels employed during the year. In accordance with the IFRIC guidance on IAS 12
Income Taxes, the tonnage tax charge is included within other operating expenses in the Consolidated Income Statement.

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and
liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit and is
accounted for using the statement of financial position liability method. Deferred tax liabilities are generally recognised
for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable
profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not
recognised if the temporary difference arises from the initial recognition of goodwill or from the initial recognition (other
than in a business combination) of other assets and liabilities in a transaction that affects neither the tax profit nor the
accounting profit and does not give rise to equal taxable and deductible temporary difference.

Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries, except where
the Group is able to control the reversal of the temporary differences and it is probable that the temporary difference will not
reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer
probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled, or the asset
realised based on tax laws and rates that have been enacted or substantively enacted at the statement of financial position
date. Deferred tax is charged or credited to the Consolidated Income Statement, except when it relates to items charged or
credited directly to the Consolidated Statement of Comprehensive Income or is dealt with in equity.

Deferred tax assets and deferred tax liabilities are offset when there is a legally enforceable right to set off current tax assets
against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group
intends to settle its current tax assets and liabilities on a net basis.

Property, plant and equipment
Vessels
Vessels are stated at cost less accumulated depreciation and any accumulated impairment losses.

Depreciation on vessels is charged so as to write off the cost less residual value over the estimated economic useful life on
a straight-line basis. The amount initially recognised in respect of Ropax vessels less estimated residual value, is allocated
between hull and machinery and hotel and catering elements for depreciation purposes. In respect of LoLo vessels, all value
is attributed to hull and machinery.

In considering residual values of vessels, the Directors have taken into account the valuation of the scrap value of the ships
per light displacement tonne. Residual values are reviewed annually and updated if required. Estimations of economic life of
vessels are a key accounting judgement and estimate in the financial statements. Any change in estimates are accounted
for prospectively.

The estimated economic useful lives of vessels are as follows:

Hull and Machinery

• Conventional Ropax vessels

• Fast ferries

• LoLo

Hotel and Catering

30 - 35 years

15 - 25 years

25 years

10 years

For conventional ferries, hull and machinery components are depreciated over an initial estimated useful life of 30 years but
this is reviewed on a periodic basis for vessels remaining in service 25 years after original construction.

Irish Continental Group135

2. Summary of accounting policies (continued)

Drydocking
Costs incurred in renewing the vessel certificate are capitalised as a separate component under vessels in property, plant
and equipment and depreciated over the period to the next expected drydocking required for certificate renewal. Costs and
accumulated depreciation relating to expired certificates are treated as disposals. The estimated useful lives for drydock
assets are as follows:

Passenger vessels

Container vessels

1 – 2 years

1 – 5 years

Estimations of economic life and residual values are reassessed at each reporting date. Any change in estimates are
accounted for prospectively.

Other assets
Property, plant and equipment, other than freehold land, are stated at cost less accumulated depreciation and any
accumulated impairment losses. Freehold land is stated at cost and is not depreciated. Cost comprises purchase price and
directly attributable costs.

The amount initially recognised in respect of an item of other assets is allocated to its significant parts and each such part is
depreciated separately. In respect of stevedoring equipment related costs are allocated between superstructure and plant.

With the exception of freehold land and assets under construction, depreciation on property, plant and equipment is
charged so as to write off the cost over the estimated economic useful lives, using the straight-line method, on the following
bases:

Buildings

Plant, equipment and vehicles

Plant superstructure

10 – 100 years

4 – 25 years

12 – 20 years

Assets under construction, the construction of which takes a substantial period of time are recorded at the cost incurred
to date less any impairment loss and no depreciation is charged on these amounts. Depreciation commences when the
assets are ready for their intended use. Cost includes borrowing costs capitalised in accordance with the Group’s accounting
policies. Borrowing costs directly attributable to the construction of property, plant and equipment are capitalised as part of
the cost of the assets up to the date of substantial completion.

Gains or losses on the disposal of property, plant and equipment represent the difference between the net proceeds and the
carrying value at the date of sale. Income is accounted for when there is an unconditional exchange of contracts, or when all
necessary terms and conditions have been fulfilled.

Intangible assets
Costs incurred on the acquisition and commissioning of computer software are capitalised, as are costs directly associated
with developing computer software programmes, if it is probable that the expected future economic benefits that are
attributable to these assets will flow to the Group and the cost of these assets can be measured reliably. Computer software
costs recognised as assets are written off on a straight-line basis over their estimated useful lives, which is normally between
five and ten years.

Impairment of property, plant and equipment and intangible assets
At each reporting date, the Group performs a review to ascertain whether there are any indications of impairment which
may affect carrying amounts of its property, plant and equipment and intangible assets. If any such indications exist, the
recoverable amount of the asset is estimated in order to determine whether the affected assets have actually suffered an
impairment loss. Where an asset does not generate cash flows that are independent from other assets, the Group estimates
the recoverable amount of the cash generating unit to which the asset belongs.

Financial Statements2023 Annual Report and Financial Statements136

Notes Forming Part of the Consolidated Financial Statements
Continued

2. Summary of accounting policies (continued)

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated
future cash flows are discounted to their present value using a pre-tax discount rate that reflects the current market
assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have
not been adjusted.

If the recoverable amount of an asset or cash generating unit is estimated to be less than its carrying amount, the carrying
amount of the asset or cash generating unit is reduced to its recoverable amount. An impairment loss is recognised as an
expense immediately.

Where an impairment loss subsequently reverses, the carrying amount of the asset (cash generating unit) is increased to
the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying
amount that would have been determined had no impairment loss been recognised for the assets (cash generating units)
in prior years. A reversal of an impairment loss is recognised as income immediately.

Inventories
Inventories are stated at the lower of cost and net realisable value. Cost represents suppliers’ invoiced cost net of any related
discounts etc. determined on a first in, first out basis. Net realisable value represents the estimated selling price less all costs
to be incurred in marketing, selling and distribution.

Treasury shares
Consideration paid to purchase the Company’s equity share capital is deducted from the total shareholders’ equity and
classified as treasury shares until such shares are cancelled. No gain or loss is recognised on the purchase, sale, issue or
cancellation of the treasury shares. Where such shares are subsequently sold or reissued, any consideration received is
included in total shareholders’ equity.

Where shares are cancelled an amount equivalent to the nominal value of the cancelled shares is transferred from retained
earnings to the undenominated capital reserve.

Financial instruments
Financial assets and financial liabilities are recognised on the Group and Company’s Statement of Financial Position when
the Group and Company becomes a party to the contractual provisions of the instrument.

Trade receivables
Trade and other receivables are initially recognised at transaction price and subsequently carried at amortised cost, net of
allowance for expected credit losses. Any trade and other receivables included in non-current assets are carried at amortised
cost in accordance with the effective interest rate method.

The Group applies the simplified approach to providing for expected credit losses (ECL) under IFRS 9 Financial Instruments,
which requires expected lifetime losses to be recognised from initial recognition of the trade receivables. The Group uses
an allowance matrix to measure the ECL of trade receivables based on its credit loss rates. Expected loss rates are based
on historical payment profiles of sales and the corresponding historical credit loss experience. The historical loss rates are
adjusted to reflect current and forward economic factors if there is evidence to suggest these factors will affect the ability
of the customer to settle receivables. The Group has determined the ECL default rate using market default risk probabilities
with regards to its key customers. Balances are written off when the probability of recovery is assessed as being remote.

Trade receivables are derecognised when the Group no longer controls the contractual rights that comprise the receivables,
which is normally the case when the asset is sold or the rights to receive cash flows from the asset have expired, and the
Group has not retained substantially all the credit risks and control of the receivable has transferred.

Irish Continental Group137

2. Summary of accounting policies (continued)

Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and on demand deposits.

Financial liabilities and equity
Financial liabilities and equity instruments issued by the Group are classified according to the substance of the contractual
arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Group
after deducting all of its liabilities. The accounting policies adopted for specific financial liabilities and equity instruments are
set out below.

Borrowings
Interest-bearing loans and overdrafts are initially recorded at fair value, net of transaction costs incurred. Overdrafts are set
off against cash balances in accordance with the contractual terms of any set off agreement. Finance charges, including
premiums payable on settlement or redemption and direct issue costs, are expensed in the Consolidated Income Statement
using the effective interest rate method and any unamortised costs at the reporting date are deducted from the carrying
amount of the instrument. Borrowings are classified as financial liabilities and are measured subsequently at amortised cost
using the effective interest rate method.

Trade payables
Trade payables are classified as other financial liabilities, are initially measured at fair value, and are subsequently measured
at amortised cost, using the effective interest rate method.

Equity instruments
Equity instruments issued by the Company are recorded at the proceeds received in share capital with any premium over
nominal value recorded in the share premium account. Any associated issue costs are deducted from retained earnings.

Contingent liability
A contingent liability is disclosed unless the possibility of an outflow of resources embodying economic benefits is remote.

Provisions
Provisions are recognised when the Group has a present obligation as a result of a past event, and it is probable that the
Group will be required to settle that obligation. Provisions are measured at the Directors’ best estimate of the expenditure
required to settle the obligation at the statement of financial position date and are discounted to present value where the
effect is material.

Distributions
Distributions are accounted for when they are paid, through retained earnings. Dividend income from investments is
recognised when the shareholders’ rights to receive payment have been established (provided that it is probable that the
economic benefits will flow to the Group and the amount of revenue can be measured reliably). Dividends received from
fellow subsidiaries are eliminated on consolidation.

Operating profit
Operating profit is stated after non-trading items arising from continuing operations.

Financial Statements2023 Annual Report and Financial Statements138

Notes Forming Part of the Consolidated Financial Statements
Continued

3. Critical accounting judgements and key sources of estimation uncertainty

In the application of the Group’s and Company’s accounting policies, the Directors are required to make judgements,
estimates and assumptions about the carrying amounts of assets and liabilities. The estimates and associated assumptions
are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these
amounts. The estimates and underlying assumptions are reviewed on an ongoing basis.

Key sources of estimation uncertainty and critical accounting judgements are as follows:

Estimates
Post-employment benefits
The Group’s and Company’s total obligation in respect of defined benefit pension obligations is calculated by independent,
qualified actuaries, updated at least annually. The size of the obligation is sensitive to actuarial assumptions. These include
demographic assumptions covering mortality and longevity, and economic assumptions covering price inflation, benefit
and salary increases together with the discount rate used. The size of the scheme assets is also sensitive to asset return
levels and the level of contributions from the Group and Company. Further details are set out in note 31. Many of the
actuarial assumptions are dependent on market developments and are outside the control of the Company and Group and
movements may give rise to material adjustments in future estimates of post-employment obligations.

The Group and Company is a participating employer in the Merchant Navy Officer Pension Fund (MNOPF), a multi-employer
defined benefit pension scheme. The MNOPF was in surplus at the most recent valuation date of 31 March 2021. Under the
rules of the fund, all employers are jointly and severally liable for any deficit. The deficit included in the financial statements
for the Group and Company represents an apportionment of the overall scheme deficit based on the most recent
notification received from the trustees dated May 2013 and which was 1.04% for the Group and 0.33% for the Company, less
any deficit payments made. Should other participating employers’ default on their obligations, the Group and Company will
be required to absorb a larger share of the scheme deficit calculated in the same manner as the current apportionment.

Useful lives for property, plant and equipment
Long lived assets comprising primarily of property, plant and equipment represent a significant portion of total assets.
The annual depreciation and amortisation charge depends primarily on the estimated useful lives of each type of asset.
Management regularly reviews these useful lives and change them, if necessary, to reflect current conditions. In determining
these useful lives, management considers regulatory and technological changes, patterns of consumption, physical
condition and expected economic utilisation of the asset. Changes in the useful lives may have a significant impact on
the annual depreciation and amortisation charge. Details of the useful lives are included in the accounting policy headed
property, plant and equipment. Further details are set out in note 12.

Critical accounting judgements
Impairment
The Group does not hold any assets, including goodwill, which require an annual assessment of recoverable amount.

In line with the requirements of IAS36: Impairment of assets, the Group assessed its property, plant and equipment
and intangible assets to determine if there were any indications of impairment. Factors considered in carrying out this
assessment included the economic performance of assets, technological developments, new rules and regulations including
environmental regulation, shipbuilding costs and carrying value versus market capitalisation of the Group.

The Group revenues are generated from passenger traffic, including tourism, and freight movements between Ireland and
Britain, Ireland and continental Europe and Britain and Continental Europe. The performance of these markets are in turn
dependent to a significant degree on macro-economic factors including economic growth both local and global, inflation,
interest rates and exchange rates. These same factors feed into our input costs. Current geopolitical issues including the war
in Ukraine and Middle East tensions together with post-pandemic recovery have resulted in continuing high energy costs,
leading to higher general inflation, with policy makers maintaining higher interest rates than in prior years. The Group also
notes the progress of trade negotiations on movement of goods between the United Kingdom and the European Union and
between mainland Britain and Northern Ireland. These have created uncertainty around the short-term economic growth
rates in the markets in which the Group operates and hence the likely growth rates to be achieved in our businesses. While
the Group acknowledges that it cannot control macro-economic factors, it views current macro-economic uncertainty as a
normal part of conducting business. The Group has demonstrated as part of its business model its capacity to pass increased
costs through the logistics chain.

Irish Continental Group139

3. Critical accounting judgements and key sources of estimation uncertainty (continued)

The Directors also considered known and expected environmental regulation, particularly those which are anticipated
over the remaining life of its existing fleet. While the Group has mapped known requirements against the current status of
its fleet, it is not in a position to cost compliance as in many cases technological solutions are currently not commercially
available or developed. Given the current low rate of renewal of global fleets, partially related to the absence of proven
pathways to compliance with future changes in regulation, the directors consider that the additional regulation will not
lead to accelerated obsolescence of its fleet but may result in increased costs. The most significant item in the short
term is the introduction by the EU of an Emissions Trading System applicable to vessel operators, with a similar scheme
expected to be endorsed by the United Kingdom at a future point. The EU system was recently introduced and is effective
for CO2 emissions from 1 January 2024. This requires the payment of a levy based on the volume of emissions. Similar to
the actions taken in relation to the IMO2020 regulations which required the consumption of more expensive fuel oils, the
maritime sector has been signalling to the market that the costs of the Emission Trading Systems will be passed through
to customers. The Group has introduced additional charges to customers effective from 1 January 2024 to recover the
increased cost of these regulations. The Group continues to expect that the costs arising from further regulation will be
recovered in a similar manner.

During 2023, the IMO increased their longer term CO2 reduction targets to equate to near net zero by 2050. This will be an
ambitious target for shipowners to achieve, and the pathway to compliance is not clear and again will require significant
advances in new technologies of scale and supply to be made before that deadline. However, we do not see this change
increasing the obsolescence risk of our existing vessels, as due to their age, they will be expected to be replaced in the
ordinary course of business with vessels incorporating newer technologies.

In relation to our ferry fleet, we note that the Ferries Division delivered record levels of activity, revenue and profitability in
the year. Given our engagement with the market during 2023, where we maintain fluid dialogue with market makers and
transacted two ferry charters, there was no evidence of declining charter rates or vessel values generally. As further evidence
we sought valuations of our ferry fleet at 31 December 2023 from independent shipbroker Simsonship AB, which indicated
that there was no decline in value more than expected from normal operational use and passage of time since their last
valuation. We further sought to ground these valuations with our own discounted cashflow models. Following this review, it
was concluded that there were no indicators of impairment at 31 December 2023.

In the second half of 2022, container vessel charter rates plateaued and subsequently declined in the last quarter, a trend
which continued throughout 2023, with some evidence of recovery in the early part of 2024. While many of our vessels had
been chartered out at fixed rates for 2023, certain of our vessels were renewed at rates less than previously anticipated. The
uncertainty around future renewal rates and consequently likely future market value of container vessels was identified
as an indicator of impairment for fleet assets at 31 December 2022. This uncertainty is again identified as an indicator of
impairment at 31 December 2023, but is confined to the container vessel fleet.

The Group has undertaken an impairment test to assess the recoverable value of its container vessel fleet assets based on
the conditions and information available at the reporting date.

Recoverable Value Estimates Container Vessel Fleet
The Group engaged independent shipbroker Ernst Russ Shipbrokers GMBH& Co KG to provide valuations on its fleet. These
valuations are prepared on standard market terms on the assumption of assets being encumbrance free with a willing
buyer and seller. The Group adjusted these valuations for an estimate of disposal costs to arrive at a fair value less cost of
disposal (FVLCOD) valuation of the fleet. The Group was satisfied that the carrying value of the fleet as a whole was strongly
supported by the FVLCOD estimate at 31 December 2023, but noted that two vessels had carrying values which were higher
than the valuations received.

Notwithstanding the headroom over carrying value indicated by the FVLCOD estimate for the six other vessels, the Group
acknowledges the potential shortcoming limitations of such valuation estimates where there are limited transactions and
true value can only be assessed if offered for sale to one or more willing purchasers. Against that background, the Group
sought to derive its own valuations through performance of a value in use exercise for each of the eight owned vessels,
which are each identified as individual cash-generating units as there is no interdependence between vessels.

Financial Statements2023 Annual Report and Financial Statements140

Notes Forming Part of the Consolidated Financial Statements
Continued

3. Critical accounting judgements and key sources of estimation uncertainty (continued)

The value in use exercise involved projecting cash flows over a ten year period and discounting these to a present value
using an estimate of the weighted average cost of capital. Vessels were assigned a terminal value at the end of the
projection period based on the unexpired portion of the year end broker valuations based on a straight line write down
of those valuations over the remaining useful life of the vessel. Estimation of charter rates from the expiration of current
charter terms was based on the long term charter rate on the estimated cost of building a comparable vessel informed by
discussions with shipbrokers, discounted for age and technological efficiencies versus the older vessels in the Group’s fleet.
The cash flows included an allowance for maintenance capital principally comprising estimated drydock costs based on
each vessel’s maintenance plan. Operating costs, including crewing and technical management costs, were assumed at
current pricing plus annual inflation. The cashflow projections for years one to five were consistent with the base scenario
used in the viability assessment.

Sensitivity on this base scenario was performed for a number of downside scenarios flexing the charter rates, the discount
rate and terminal values. The Directors are satisfied that the value in use projections supported the carrying value of the fleet
at 31 December 2023. The Directors have reviewed the methodology, key assumptions and the results of the impairment
testing as described above.

Consequently, the Directors concluded that the recoverability assessment described above, supported the carrying value of
the Group’s container fleet assets and that no provision for impairment was required at 31 December 2023.

Going Concern
The Financial Statements have been prepared on the going concern basis. The Directors report that, after making inquiries,
they have a reasonable expectation at the time of approving the Financial Statements, that the Group and Company are
going concerns, having adequate financial resources to continue in operational existence for the foreseeable future. In
forming this view, the Directors have considered the future cash requirements of the Group and Company in the context of
the economic environment at the reporting date, the principal risks and uncertainties facing the Group, the Group’s 2024
budget plan and the medium-term strategy of the Group, including capital investment plans. The future cash requirements
have been compared to bank facilities which are available to the Group and Company.

In the financial year the Group generated cash from operations of €136.7 million (2022: €132.0 million), with free cash
flow after maintenance capital expenditure of €107.1 million (2022: €108.0 million). The Group retained liquidity reserves
comprising cash balances and committed undrawn facilities at 31 December 2023 of €82.2 million (2022: €67.4 million).
The leverage covenant under the Group’s loan facilities at 31 December 2023, was 1.0 times EBITDA, within the maximum
permitted levels of 3.0 times.

At 31 December 2023, the Group had drawn €112.4 million in borrowings which are due to be repaid during 2024 and are
classified as current liabilities. Subsequent to the year end, the Group refinanced its €75.0 million revolving credit facility
with a new five-year €100.0 million revolving credit facility, maturing during 2029. This new facility, together with retained
cash balances have been factored into the going concern scenario assessments. The lending arrangements at the date of
approval of the financial statements also include uncommitted facilities of approximately €254.0 million.

In making their going concern assessment, the Directors have considered a number of scenarios, The base scenario
assumptions assume trading patterns in line with conditions existing at the date of approval. A downside scenario was
also prepared based on lower activity levels across our businesses having considered current macro-economic risks in
the economies in which we provide services, including continuing inflationary and interest rate pressures, together with
geo-political tensions in Europe and middle east and global demand risks generally. Notwithstanding this lower activity
assumption, the downside modelling assumed a full schedule of services being maintained by the Group. Based on this
modelling, the Directors believe the Group retains sufficient liquidity to operate for at least the period up to March 2025.

Leases – determination of lease term
The Group has applied judgement in determining the lease term of vessel leases, taking into consideration the non-
cancellable period of the lease together with any periods covered by options to extend the lease and/or purchase the vessel
if these are reasonably certain to be exercised, or any periods covered by an option to terminate the lease, if it is reasonably
certain not to be exercised. The assessment of whether the Group is reasonably certain to exercise such options impacts the
lease term, which significantly affects the amount of lease liabilities and right-of-use assets recognised.

Irish Continental Group141

4. Segmental information

Business segments
The Executive Board is deemed the chief operating decision maker within the Group. For management purposes, the Group
is currently organised into two operating segments; Ferries and Container and Terminal. These segments are the basis on
which the Group reports internally and are the only two revenue generating segments of the Group.

The Ferries segment derives its revenue from the operation of combined RoRo passenger ferries and the chartering of
vessels. The Container and Terminal segment derives its revenue from the provision of door-to-door and feeder LoLo freight
services, stevedoring and other related terminal services.

Segment information about the Group’s operations is presented below.

Revenue

2023

External revenue

Inter-segment revenue

Total

2022

External revenue

Inter-segment revenue

Total

Ferries

€m

379.1

33.2

412.3

364.6

35.3

399.9

Container &
Terminal

Inter- segment

€m

Total

€m

192.9

1.2

194.1

220.3

1.2

221.5

572.0

(34.4)

572.0

584.9

(36.5)

584.9

Inter-segment revenue is at best estimates of prevailing market prices. The inter-segment revenue in the Ferries Division
in 2023 of €33.2 million (2022: €35.3 million) primarily relates to container vessels which are on time charter to the Group’s
container shipping subsidiary, Eucon.

Revenue has been disaggregated into categories which reflect how the nature, amount, timing and uncertainty of revenue
and cash flows are affected by economic factors. As revenues are recognised over short time periods, a key determinant to
categorising revenues is whether they principally arise from a business to customer (passenger contracts) or a business to
business relationship (freight and charter contracts) as this impacts directly on the uncertainty of cash flows.

Revenue

Passenger

Freight

Chartering

Total

Ferries

Container & Terminal

Total

2023

€m

181.1

180.8

17.2

379.1

2022

€m

162.7

184.7

17.2

2023

€m

2022

€m

192.9

220.3

2023

€m

181.1

373.7

17.2

2022

€m

162.7

405.0

17.2

364.6

192.9

220.3

572.0

584.9

For the year ended 31 December 2023, €530.6 million was recognised over time (2022: €553.3 million) and €41.4 million
was recognised at a point in time (2022: €31.6 million). No single external customer in the current or prior financial year
amounted to 10 per cent or more of the Group’s revenues. Of total Group revenues of €572.0 million (2022: €584.9 million),
€16.7 million (2022: €16.6 million), all of which relates to the Ferries Division, is recognised under IFRS 16 with the remainder
being recognised as revenue under IFRS 15.

Financial Statements2023 Annual Report and Financial Statements142

Notes Forming Part of the Consolidated Financial Statements
Continued

4. Segmental information (continued)

Result

Operating profit

Finance income

Finance costs

Profit before tax

Income tax expense

Profit for the financial year

Statement of Financial Position

Assets

Segment assets

Cash and cash equivalents

Consolidated total assets

Liabilities

Segment liabilities

Borrowings and lease liabilities

Consolidated total liabilities

Consolidated net assets

Other segment information

Capital additions

Right-of-use asset additions

Depreciation and amortisation

Other operating expenses

Fuel

Labour

Port costs

Haulage

Other

Inter-segment

Ferries

Container & Terminal

Total

2023

€m

52.1

1.4

(5.1)

48.4

(0.9)

47.5

420.3

39.5

459.8

66.2

158.6

224.8

235.0

34.3

15.4

54.8

2022

€m

46.4

0.1

(3.1)

43.4

(1.3)

42.1

422.5

34.5

457.0

66.7

174.6

241.3

215.7

68.1

3.0

49.3

2023

€m

16.3

(1.4)

14.9

(0.8)

14.1

106.2

7.3

113.5

34.4

31.8

66.2

47.3

17.0

0.3

9.4

2022

€m

20.3

(1.2)

19.1

(1.4)

17.7

112.4

4.5

116.9

36.3

35.5

71.8

45.1

6.7

3.2

11.2

2023

€m

68.4

1.4

(6.5)

63.3

(1.7)

61.6

526.5

46.8

573.3

100.6

190.4

291.0

282.3

51.3

15.7

64.2

Ferries

Container & Terminal

Total

2023

€m

92.7

52.6

80.3

58.7

(1.2)

2022

€m

104.6

48.3

69.0

61.3

(1.2)

2023

€m

14.1

12.8

33.2

51.4

51.8

2022

€m

19.4

12.6

35.2

56.6

60.4

(33.2)

130.1

(35.3)

148.9

2023

€m

106.8

65.4

113.5

51.4

110.5

(34.4)

413.2

2022

€m

66.7

0.1

(4.3)

62.5

(2.7)

59.8

534.9

39.0

573.9

103.0

210.1

313.1

260.8

74.8

6.2

60.5

2022

€m

124.0

60.9

104.2

56.6

121.7

(36.5)

430.9

Total other operating expenses

283.1

282.0

Irish Continental Group4. Segmental information (continued)

Geographic analysis of revenue by origin of booking

Revenue

Ireland

United Kingdom

Netherlands

Belgium

France

Poland

Germany

Austria

Other

Total

143

2022

€m

202.4

142.2

99.7

47.7

20.2

18.8

7.9

10.8

35.2

2023

€m

186.6

154.2

96.1

38.0

23.5

16.0

9.3

9.0

39.3

572.0

584.9

For the year ended 31 December 2023, the ‘other’ revenue balance of €39.3 million did not contain revenue attributable to
any single country in excess of €9.0 million.

Geographic location of non-current assets

At Sea and in transit

Vessels

Containers

On Shore

Ireland

Other

2023

€m

324.8

7.7

332.5

67.1

7.3

74.4

2022

€m

327.9

9.9

337.8

60.2

7.6

67.8

Carrying amount at 31 December

406.9

405.6

Non-current assets set out above exclude finance lease receivable, retirement benefit assets and deferred tax assets. Due to
the mobile nature of certain assets in property, plant and equipment, their geographic location is not always fixed.

5. Employee benefits expense

The average number of employees during the financial year was as follows:

Ferries

Container and Terminal

The number of employees at financial year-end was

2023

204

290

288

2022

202

288

Financial Statements2023 Annual Report and Financial Statements144

Notes Forming Part of the Consolidated Financial Statements
Continued

5. Employee benefits expense (continued)

Aggregate costs of employee benefits were as follows:

Wages and salaries

Social insurance costs

Defined benefit obligations – current service cost (note 31 vii)

Defined benefit obligations – past service cost (note 31 vii)

Defined contribution pension scheme – pension cost (note 31)

Share-based payment expense (note 30)

Total employee benefit costs incurred

2023

€m

20.0

1.8

0.8

0.2

0.6

2.8

2022

€m

19.7

2.0

1.7

0.4

3.0

26.2

26.8

There were no staff costs capitalised during the financial year (2022: €nil) in relation to management and supervision of the
contracts for the construction of new vessels.

6. Finance income

Net interest income on defined benefit assets (note 31 vii)

Interest on bank deposits

Total finance income

7. Finance costs

Interest on bank overdrafts and loans

Interest on lease obligations

Total finance costs

2023

2022

€m

1.3

0.1

1.4

2023

€m

5.0

1.5

6.5

€m

0.1

2022

€m

3.0

1.3

4.3

Irish Continental Group8. Income tax expense

Current tax

Deferred tax (note 24)

Total income tax expense for the financial year

145

2023

2022

€m

1.5

0.2

1.7

€m

2.7

The Company and its Irish tax resident subsidiaries have elected to be taxed under the Irish tonnage tax scheme. Under the
tonnage tax scheme, taxable profit on eligible activities is calculated on a specified notional profit per day related to the
tonnage of the vessels utilised. In accordance with the IFRIC clarification of tonnage taxes issued May 2009, the tonnage
tax charge is not considered an income tax expense under IAS 12 Income Taxes, and has been included in other operating
expenses in the Consolidated Income Statement.

Domestic income tax is calculated at 12.5% of the estimated assessable profit for the year for all activities which do not fall to
be taxed under the tonnage tax scheme. Taxation for other jurisdictions is calculated at the rates prevailing in the relevant
jurisdictions. The income tax expense for the year includes a current tax charge of €1.5 million (2022: €2.7 million) and a
deferred tax charge of €0.2 million (2022: €nil).

The total tax expense for the financial year is reconciled to the accounting profit as follows:

Profit before tax

2023

€m

63.3

2022

€m

62.5

Tax at the domestic income tax rate of 12.5% (2022: 12.5%)

7.9

7.8

Effect of tonnage relief

Difference in effective tax rates

Other items

Income tax expense recognised in the Consolidated Income Statement

(6.9)

(6.6)

0.5

0.2

1.7

0.3

1.2

2.7

Financial Statements2023 Annual Report and Financial Statements146

Notes Forming Part of the Consolidated Financial Statements
Continued

9. Profit for the year

Profit for the year arrived at after charging:

Depreciation of property, plant and equipment (note 12)

Amortisation of intangible assets (note 13)

Depreciation of right-of-use assets (note 14)

Depreciation and amortisation costs

Fuel

Labour

Port costs

Haulage

Other

Other operating expenses

Foreign exchange (gains) / losses

Expenses relating to lease payments not included in the measurement of the lease liability

Short-term leases

Variable lease payments

Group Auditor’s remuneration:

The audit of the Group financial statements

Other assurance services

Tax advisory and compliance

2023

€m

2022

€m

45.1

0.4

18.7

64.2

106.8

65.4

113.5

51.4

76.1

38.5

0.4

21.6

60.5

124.0

60.9

104.2

56.6

85.2

413.2

430.9

(0.1)

1.9

€’000

290.0

40.0

70.0

0.9

2.4

€’000

275.0

40.0

105.0

400.0

420.0

The portion of the above audit fees attributable to the Company financial statements payable to KPMG was €83,000 (2022:
€79,000).

10. Dividends

Final dividend of 9.45c per ICG Unit RE: financial year ended 31 December 2022 (2021: 9.00c)

Interim dividend of 4.87c per ICG Unit RE: the financial year ended 31 December 2023 (2022:
4.64c)

2023

€m

16.1

8.3

24.4

2022

€m

16.1

8.1

24.2

The Board is proposing a final dividend of 9.93 cent per ordinary share amounting to €16.4 million out of the distributable
reserves of the Company.

Irish Continental Group11. Earnings per share

Shares in issue at the beginning of the year

Effect of shares issued during the year

Effect of share buybacks and cancellation in the year

147

2023

’000

2022

’000

170,823

182,795

(960)

(5,044)

Weighted average number of ordinary shares for the purpose of basic earnings per share

169,933

177,774

Dilutive effect of employee equity plans where vesting conditions not met

2,645

2,363

Weighted average number of ordinary shares for the purposes of diluted earnings per share

172,578

180,137

Denominator for earnings and diluted earnings per share calculations
Share option awards under the ICG Performance Share Plan are treated as contingently issued shares because any shares
which may in future be issued are contingent on the satisfaction of performance conditions set at the date of grant, in
addition to the passage of time. Where the performance conditions have been met at the end of the performance period
and the options remain unexercised, they are no longer treated as contingently issuable and are treated as issued shares
from the end of the performance period and included in the weighted average number of ordinary shares for the purpose of
basic earnings per share.

Those contingently issuable shares for which the performance period has not yet expired, are included in the weighted
average number of ordinary shares for the purposes of diluted earnings per share unless the performance conditions
governing their exercisability have not been met at the reporting date.

A total of 838,954 (2022: 664,484) unvested share options outstanding at the reporting date have been excluded from the
weighted average number of ordinary shares for the purposes of diluted earnings per share as they were either antidilutive
or had not met the performance conditions governing their exercisability.

The earnings used in both the adjusted basic and adjusted diluted earnings per share are adjusted to take into account the
net interest on defined benefit obligations and the effect of non-trading items after tax. The calculation of the basic and
diluted earnings per share attributable to ordinary equity holders of the parent is based on the following data:

Earnings

Earnings for the purposes of basic and diluted earnings per share -

Profit for the financial year attributable to equity holders of the parent

Net interest income on defined benefit assets (note 31 vii)

Earnings for the purposes of adjusted basic and adjusted diluted earnings per share

Basic earnings per share

Diluted earnings per share

Adjusted basic earnings per share

Adjusted diluted earnings per share

2023

€m

2022

€m

61.6

(1.3)

60.3

2023

Cent

36.2

35.7

35.5

34.9

59.8

(0.1)

59.7

2022

Cent

33.6

33.2

33.6

33.1

Financial Statements2023 Annual Report and Financial Statements148

Notes Forming Part of the Consolidated Financial Statements
Continued

12. Property, plant and equipment

Cost

At 1 January 2022

Additions

Reclassification

Disposals

Currency adjustment

At 31 December 2022

Additions

Reclassification

Disposals

Currency adjustment

At 31 December 2023

Accumulated depreciation

At 1 January 2022

Depreciation charge for the financial year

Eliminated on disposals

Currency adjustment

At 31 December 2022

Depreciation charge for the financial year

Eliminated on disposals

Currency adjustment

At 31 December 2023

Carrying amount

At 31 December 2023

Assets under
Construction

€m

0.6

4.5

(0.5)

4.6

6.1

(10.7)

Plant,
Equipment and
Vehicles

Land and
Buildings

€m

Vessels

€m

481.3

62.6

(7.4)

(2.4)

534.1

24.8

10.7

(16.1)

1.0

554.5

187.2

34.7

(7.4)

(0.7)

213.8

40.8

(16.1)

0.3

238.8

61.6

5.2

0.5

(1.6)

(0.2)

65.5

18.2

(4.8)

0.1

79.0

43.9

3.3

(1.6)

(0.1)

45.5

3.7

(4.8)

44.4

Total

€m

569.7

74.4

(9.0)

(2.6)

632.5

50.7

(20.9)

1.1

26.2

2.1

28.3

1.6

29.9

663.4

10.4

0.5

10.9

0.6

241.5

38.5

(9.0)

(0.8)

270.2

45.1

(20.9)

0.3

11.5

294.7

315.7

34.6

18.4

368.7

At 31 December 2022

4.6

320.3

20.0

17.4

362.3

In accordance with IAS 16, the property, plant and equipment of the Group and Company has been reviewed in relation to
the residual values used for the purpose of depreciation calculations. In considering residual values of passenger vessels, the
Directors have taken into consideration the valuation of the scrap value of the vessels per light displacement tonne. Residual
values are reviewed annually and updated where the Directors consider the latest estimates of residual value estimates
would lead to a significant change in depreciation charges.

Irish Continental Group149

12. Property, plant and equipment (continued)

Estimations of economic life of vessels are a key judgemental estimate in the financial statements and further details are
set out in note 3. In relation to the remaining estimated economic life of the vessels, a one year increase/ decrease would
have a €2.6 million (2022: €2.1 million) decrease/ €3.7 million (2022: €2.7 million) increase in depreciation in the Consolidated
Income Statement, and a €2.6 million (2022: €2.1 million) increase/ €3.7 million (2022: €2.7 million) decrease on the carrying
value of property, plant and equipment in the Statement of Financial Position.

During the years ended 31 December 2023 and 2022, no staff costs or interest costs were included in additions. Assets under
construction at 31 December 2023 of €nil million (2022: €4.6 million) relate to construction completed on assets not in
operation at the prior year end.

13. Intangible assets

Cost

At 1 January

Additions

At 31 December

Amortisation

At 1 January

Charge for the financial year

At 31 December

Carrying amount

At 31 December

At 1 January

2023

€m

12.9

0.6

13.5

11.0

0.4

11.4

2.1

1.9

2022

€m

12.5

0.4

12.9

10.6

0.4

11.0

1.9

The intangible assets included above, all computer software, have finite useful lives of five years over which the assets are
amortised. Amortisation is on a straight-line basis.

Financial Statements2023 Annual Report and Financial Statements150

Notes Forming Part of the Consolidated Financial Statements
Continued

14. Right-of-use assets

Cost

At 1 January 2022

Additions

Derecognition on lease expiry

Currency adjustment

At 31 December 2022

Additions

Lease remeasurement

Derecognition on lease expiry

Currency adjustment

At 31 December 2023

Accumulated depreciation

At 1 January 2022

Charge for the period

Derecognition on lease expiry

Currency adjustment

At 31 December 2022

Charge for period

Derecognition on lease expiry

Currency adjustment

At 31 December 2023

Carrying amount

At 31 December 2023

At 31 December 2022

Vessels

€m

Plant and
Equipment

Land and
Buildings

€m

49.2

2.8

(2.8)

49.2

15.5

(49.3)

15.4

27.5

17.0

(2.8)

41.7

13.8

(49.3)

6.2

9.2

7.5

12.1

3.2

(0.1)

15.2

0.2

(0.8)

14.6

5.0

2.2

(0.1)

7.1

2.3

(0.8)

8.6

6.0

8.1

35.1

0.2

(0.4)

(0.8)

34.1

(2.4)

0.3

32.0

6.7

2.4

(0.4)

8.3

2.6

0.2

11.1

20.9

25.8

Total

€m

96.4

6.2

(3.3)

(0.8)

98.5

15.7

(2.4)

(50.1)

0.3

62.0

39.2

21.6

(3.3)

(0.4)

57.1

18.7

(50.1)

0.2

25.9

36.1

41.4

Right-of-use assets are depreciated on a straight-line basis over the lease term. Where a lease contract contains extension
options, the Group includes such option periods in its valuation of right-of-use assets where it is reasonably certain to
exercise the option. Initial direct costs incurred in the period relating to the acquisition of leases and included in additions
amounted to €1.4 million (2022: €nil).

Plant and equipment mainly relates to containers used in the Group’s container fleet leased under various master
agreements with an average remaining term of 3.1 years (2022: 2.8 years). Land and buildings comprised (i) leased land at
Dublin Port from which the Group operates a container terminal where the average remaining lease term was 91 years
(2022: 92 years); (ii) a concession agreement at Belfast Harbour from which the Group operates a container terminal where
the average remaining lease term was 2.7 years (2022: 3.7 years) and (iii) land leased during 2021 at Dublin Inland Port from
which the Group operates a container depot where the average remaining lease term was 18.0 years (2022: 19.0 years).

Related lease liabilities of €37.0 million (2022: €42.4 million) are disclosed in note 22 to the Consolidated Financial
Statements.

Irish Continental Group15. Finance lease receivable

At 1 January

Amounts received

Net benefit recognised in revenue

At 31 December

151

2022

€m

16.6

(3.6)

0.6

13.6

2023

€m

13.6

(3.6)

0.5

10.5

In 2019, the Group entered into a bareboat hire purchase sale agreement for the disposal of a vessel. Legal title to the vessel
transfers to the lessor only on payment of the final instalment. The deferred consideration has been treated as a finance
lease receivable at an amount equivalent to the net investment in the lease.

Amounts received less the net benefit recognised in revenue, a total of €3.1 million (2022: €3.0 million) has been recognised
in the Consolidated Statement of Cash Flows as proceeds on disposal of property, plant and equipment.

The amounts receivable under the agreement at 31 December were as follows:

Within one year

Between one and two years

Between two and three years

Between three and four years

Between four and five years

Greater than five years

Undiscounted payments receivable

Unearned income

Present value of payments receivable / Net investment in the lease

Analysed as:

Current finance lease receivable

Non-current finance lease receivable

2023

€m

3.6

7.3

10.9

(0.4)

10.5

3.2

7.3

10.5

2022

€m

3.6

7.3

14.5

(0.9)

13.6

3.1

10.5

13.6

The Group is not exposed to foreign currency risk as a result of the lease arrangement, as it is denominated in euro. Residual
value risk on the vessel under lease is not significant, because of the existence of a secondary market in vessels.

The Directors of the Company estimate the loss allowance on the finance lease receivable at 31 December at an amount
equal to lifetime expected credit losses. None of the finance lease receivable at 31 December 2023 was past due. Taking into
account the historical payment experience up to the date of approval of these financial statements has been in line with
the agreed contractual arrangement together with the retention of legal title, the Directors of the Group consider that the
allowance for expected credit losses is immaterial.

Financial Statements2023 Annual Report and Financial Statements152

Notes Forming Part of the Consolidated Financial Statements
Continued

16. Inventories

Fuel and lubricating oil

Catering and other stocks

2023

€m

3.5

0.5

4.0

2022

€m

4.7

0.5

5.2

The Directors consider that the carrying amount of inventories approximates their replacement value.

Cost of inventories recognised as an expense in the Consolidated Income Statement amounted to €118.4 million during the
financial year (2022: €135.1 million).

17. Trade and other receivables

Trade receivables

Allowance for expected credit losses

Prepayments

Deposits relating to other property, plant and equipment

Other prepayments

Finance lease receivable (note 15)

Other receivables

2023

€m

60.6

(2.3)

58.3

0.1

4.1

3.2

2.9

2022

€m

65.0

(2.6)

62.4

9.5

3.1

1.8

68.6

79.9

The Group and Company extend credit to certain trade customers after conducting a credit risk assessment. Year-end trade
receivables represent 39 days sales at 31 December 2023 (2022: 41 days). Deposits paid relating to other property, plant and
equipment include advance payments for services or goods where title has not transferred at the period end.

The Group’s trade receivables are analysed as follows:

Not past due

Within terms

Past due

Within 3 months

After 3 months

Gross value

Expected credit
losses

Net value

Gross value

Expected credit
losses

2023

€m

2023

€m

2023

€m

2022

€m

2022

€m

Net value

2022

€m

55.2

(1.4)

53.8

57.9

(1.4)

56.5

4.7

0.7

60.6

(0.5)

(0.4)

(2.3)

4.2

0.3

58.3

6.2

0.9

65.0

(0.6)

(2.6)

5.6

0.3

62.4

Irish Continental Group153

17. Trade and other receivables (continued)

Expected credit losses
The Group has applied the IFRS 9 simplified model of recognising lifetime expected credit losses for all trade receivables as
these items do not have a significant financing component. The concentration of credit risk is limited due to the exposure
being spread over a large number of counterparties and customers. In measuring the expected credit losses, the trade
receivables have been grouped by shared credit risk characteristics and by days past due. The expected loss rates are heavily
influenced by the past rate of actual credit losses. Trade receivables are written off when there is no reasonable expectation
of recovery. The Group also considers expected credit losses in relation to prepaid capital purchases such as vessel building
deposits as there is a risk of non-delivery. The Group has a limited history of credit losses.

Movement in the allowance for expected credit losses

Balance at beginning of the financial year

(Decrease) / increase in allowance during the financial year

Balance at end of the financial year

18. Cash and cash equivalents

2023

€m

2.6

(0.3)

2.3

2022

€m

1.8

0.8

2.6

For the purposes of the Statement of Cash Flows, cash and cash equivalents include cash on hand and in banks. There were
no bank overdrafts outstanding at 31 December which met the offsetting conditions under IAS 32 Financial Instruments.
Cash and cash equivalents at the end of the reporting period as shown in the Statement of Cash Flows were:

Cash and cash equivalents

2023

€m

46.8

2022

€m

39.0

Cash and cash equivalents comprise cash held by the Group and Company and short-term bank deposits with an original
maturity of three months or less. The carrying amount of these assets approximates their fair value. 95 per cent of the cash
and cash equivalents were on deposit in institutions rated A2 or above by Moodys. The Directors consider the credit risk of
these counterparties to be compatible with the Group’s credit policy and operational requirements.

The geographic spread by deposit institution for the Group was as follows:

Ireland

United Kingdom

Europe

Total

2023

€m

44.4

2.3

0.1

46.8

2022

€m

36.8

1.4

0.8

39.0

The cash and cash equivalents figure of €46.8 million (2022: €39.0 million) at 31 December 2023 includes a deposit of €3.5
million (2022: €3.5 million) over which the Group has granted a charge in favour of the Irish Ferries Pension Trustee Limited
as continuing security for amounts due under a deficit funding agreement concluded with the Trustee on behalf of the Irish
Ferries Limited Pension Scheme. At 31 December 2023, the Group had satisfied the conditions under which the lien was
granted and the charge on the €3.5 million balance was released post year end.

Financial Statements2023 Annual Report and Financial Statements154

Notes Forming Part of the Consolidated Financial Statements
Continued

19. Share capital

Group and Company

Authorised

2023

Number

Ordinary shares of par value €0.065 each

450,000,000

2023

€m

29.3

2022

Number

450,000,000

Redeemable shares of par value

€0.00001 each

4,500,000,000

- 4,500,000,000

Allotted, called up and fully paid

Ordinary shares

At beginning of the financial year

Share issue

Share buyback

29.3

2023

€m

11.1

2022

Number

182,794,567

34,978

2023

Number

170,823,142

146,065

(4,752,000)

(0.3)

(12,006,403)

At end of the financial year

166,217,207

10.8

170,823,142

2022

€m

29.3

2022

€m

11.9

(0.8)

11.1

There were no redeemable shares in issue at 31 December 2022 or 31 December 2023.

The Company has one class of share unit, an ICG Unit, which at 31 December 2023 comprised one ordinary share and nil
redeemable shares. The share unit, nor any share therein, does not carry any right to fixed income.

The number of ICG Units issued during the year was 146,065 (2022: 34,978) and total consideration received amounted to
€0.4 million (2022: €0.1 million). These ICG Units were issued under the Group’s and Company’s share option plans.

During the year, the Company bought back 4,752,000 (2022: 12,006,403) ICG Units on the market at prices ranging between
€4.30 and €4.55 and at a weighted average price of €4.45 per ICG Unit. Total consideration paid of €21.4 million (2022: €49.2
million) was charged against retained earnings. The nominal value of the shares cancelled of €309,000 (2022: €780,000) was
retained in a undenominated capital redemption reserve. The buybacks were conducted in line with the Group’s capital
management policy at prices which the Directors considered were in the best interests of the remaining shareholders.

Holders of ordinary shares are entitled to such dividends that may be declared from time to time on such shares and are
entitled to attend, speak and vote at the Annual General Meeting of the Company. On return of capital on a winding up, the
holder of ordinary shares is entitled to participate in a distribution of surplus assets of the Company.

Redeemable shares do not entitle holders to any dividend nor any right to participate in the profit or assets of the Company
other than to the repayment of a sum equal to the nominal value of 0.001 cent per share on a winding up of the Company.
Redeemable shares do not entitle the holder to attend, speak or vote at the Annual General Meeting.

Irish Continental Group155

20. Analysis of Equity

Group and Company
Share premium
The share premium account comprises the excess of monies received in respect of share capital over the nominal value of
shares issued.

Capital reserves
This consists of reserves arising on consolidation and the undenominated capital redemption reserve.

Reserves arising on consolidation relate to the acquisition of a subsidiary. At 31 December 2023, the reserve balance was €0.1
million. The balance is unchanged from 31 December 2022, 1 January 2023 and 1 January 2022.

The undenominated capital redemption reserve represents the nominal value of share capital repurchased. During the year,
€0.3 million was transferred from retained earnings representing the nominal value of shares cancelled. At 31 December
2023, the reserve balance stands at €8.8 million (2022: €8.5 million).

Share options reserve
The share options reserve represents the cumulative charge to the Consolidated Income Statement of share options issued
which are not yet exercised.

Translation reserve
Exchange differences relating to the translation of the net assets and results of the Group’s foreign currency denominated
subsidiaries, from their functional currency into the Group’s presentational currency, being euro, are recognised directly in
the translation reserve.

21. Borrowings

Bank loans

Private placement loan notes

Origination fees

On demand or within one year

In the second year

In the third year

In the fourth year

Fifth year and after

2023

€m

103.8

50.0

(0.3)

153.5

112.4

7.4

7.5

18.7

153.5

2022

€m

118.2

50.0

(0.5)

167.7

7.3

119.4

7.4

7.5

26.1

167.7

Less: Amount due for settlement within 12 months

Amount due for settlement after 12 months

(112.4)

41.1

(7.3)

160.4

Financial Statements2023 Annual Report and Financial Statements156

Notes Forming Part of the Consolidated Financial Statements
Continued

21. Borrowings (continued)

Obligations under the Group borrowing facilities have been cross guaranteed by Irish Continental Group plc and certain
subsidiaries within the Group but are otherwise unsecured.

The currency profile of the Group’s borrowings is set out in note 23 (iii).

Borrowing facilities

Overdraft and trade guarantee facilities

Amounts utilised – trade guarantee (note 35)

Amounts undrawn

Total committed overdraft facilities

Committed loan facilities

Amounts drawn

Amounts undrawn

Total committed loan facilities

Uncommitted facilities

2023

€m

0.6

15.4

16.0

153.8

20.0

173.8

248.9

2022

€m

0.6

15.4

16.0

168.2

13.0

181.2

258.0

At 31 December 2023, the Group had total committed loan and overdraft facilities of €189.8 million (2022: €197.2 million)
which comprised of amounts utilised (including trade guarantees of €0.6 million (2022: €0.6 million)) of €154.2 million (2022:
€168.8 million) and amounts undrawn of €35.4 million (2022: €28.4 million). Uncommitted facilities relate to bank and
private placement shelf agreements which are available for drawing at the discretion of the relevant lender. All borrowings
at 31 December 2023 were denominated in euro.

The Group’s borrowing facilities comprise of the following;
i) A bank overdraft and trade guarantee facility with permitted drawing amounts of €16.0 million. At 31 December 2023, €0.6
million (2022: €0.6 million) was utilised on this facility by way of trade guarantees and €nil (2022: €nil) was utilised as an
overdraft. Interest rates are calculated by reference to the lender’s prime rate plus a fixed margin. This facility, available for
drawing by the Company and certain subsidiaries, is reviewed annually and is repayable on demand.

ii) A multicurrency revolving credit facility with permitted drawing amounts of €75.0 million, which may be increased to
€125.0 million in total at the discretion of the lenders on application. At 31 December 2023, €55.0 million (2022: €62.0 million)
was drawn under this facility. Interest rates are arranged at floating rates for an interest period of up to six months, calculated
by reference to EURIBOR or other reference rate depending on the currency drawn plus an agreed margin which varies with
the Group’s net debt to EBITDA ratio, which creates a cash flow interest rate risk. This facility is available for drawing by the
Company and certain subsidiaries and had a maturity date of 30 September 2024.

Subsequent to the year end, this facility was cancelled and replaced with a new revolving credit facility with permitted
drawing amounts of €100.0 million. The drawing amount may be increased to €150.0 million on application, at the discretion
of the lenders. This new facility expires in March 2029 but is extendable for up to two years at the lenders’ discretion.
Borrowings under the existing facility were rolled over into the new facility on the commencement date.

iii) Amortising term loan facility totalling €48.8 million (2022: €56.2 million) made available by the European Investment
Bank to fund the construction of a new cruise ferry which was delivered in December 2018. This facility had been drawn
in full and is repayable in equal instalments over a ten year period commencing December 2020 and ending during 2030.
Interest rates were fixed for the duration of the term at a rate of 1.724%.

iv) Multicurrency private placement loan note shelf agreements agreed with a number of investors with a potential drawing
amount of €248.9 million. Loan notes for a total amount of €50.0 million with a maturity of 30 November 2024 at an interest
rate of 1.40% have been issued under this facility. The remaining balance of €198.9 million total is available for drawing at the
discretion of investors up to 6 October 2026, having been extended during 2023 for an additional 3 years. Interest rates are
set at each drawing date and the maturity of any loan note issued may extend for up to 15 years from the date of issue.

Irish Continental Group21. Borrowings (continued)

The weighted average interest rates paid during the financial year were as follows:

Bank overdrafts

Borrowings

157

2023

4.24%

2.82%

2022

1.05%

1.80%

The average interest rates reflect the terms of the refinancing arrangements concluded in prior periods. There was €25.6
million (2022: €52.0 million) worth of bank loans drawn during 2023 from an existing loan facility. Interest rates on all
bank loans drawn in prior periods were fixed at date of drawdown with resetting occurring every three to six months. The
Group’s financing facilities contain provisions that where there is a change in control of the Company, lenders may cancel
the facilities and declare all utilisations immediately due and payable. A change of control is where any person or group of
persons acting in concert becomes the owner of more than 50 per cent of the voting share capital of the Company.

The borrowing agreements contain a range of undertakings and negative pledges including conduct of business in
compliance with laws and regulations, maintenance of assets, insurance and take-on of additional borrowing facilities.
In certain circumstances, proceeds from the disposal of key assets must be applied towards repayment of borrowings. In
the opinion of the Directors, the Group and Company are in compliance with the covenants contained in its borrowing
agreements as of 31 December 2023.

The two key financial covenants cover leverage which is borrowings expressed as times EBITDA and interest cover which is
EBITDA expressed as times interest on borrowings. The calculation of these ratios and reconciliation to IFRS measures is set
out below.

EBITDA for covenant purposes

Operating profit

Depreciation and amortisation

EBITDA

Movement in lease receivable (note 15)

Lease payments (note 22)

EBITDA for covenant purposes

Net debt for covenant purposes

Cash (note 18)

Bank deposits subject to lien (note 18)

Borrowings (note 21)

Origination fees (note 21)

Trade guarantees (note 35)

Net debt for covenant purposes

2023

€m

68.4

64.2

132.6

3.1

(19.5)

116.2

2023

€m

(46.8)

3.5

153.5

0.3

0.6

111.1

2022

€m

66.7

60.5

127.2

3.0

(22.3)

107.9

2022

€m

(39.0)

3.5

167.7

0.5

0.6

133.3

Financial Statements2023 Annual Report and Financial Statements158

Notes Forming Part of the Consolidated Financial Statements
Continued

21. Borrowings (continued)

Bank loan interest expense

Finance income (note 6)

Finance costs (note 7)

Net finance costs

Interest income on defined benefit assets (note 6)

Interest expense on lease liabilities (note 7)

Bank loan interest expense

Covenant

Leverage ratio

Interest service ratio

Covenant Level

Max 3.0x

Min 4.0x

22. Lease liabilities

At 1 January

Additions

Payments

Lease interest expense recognised in period

Lease remeasurement

Currency adjustment

At 31 December

Analysed as:

Current liabilities

Non-current liabilities

2023

€m

(1.4)

6.5

5.1

1.3

(1.5)

4.9

2022

€m

(0.1)

4.3

4.2

0.1

(1.3)

3.0

Times

1.0x

23.7x

1.2x

36.0x

2023

€m

42.4

14.3

2022

€m

57.6

6.2

(19.5)

(22.3)

1.5

(1.8)

0.1

37.0

11.6

25.4

37.0

1.3

(0.4)

42.4

11.7

30.7

42.4

Irish Continental Group22. Lease liabilities (continued)

The maturity profile of lease liabilities is set out below:

Committed lease obligations

Within one year

Between one and two years

Between two and three years

Between three and four years

Between four and five years

Between five and 10 years

Greater than 10 years

159

2022

€m

11.7

4.1

3.7

2.5

1.0

2.5

16.9

42.4

2023

€m

11.6

3.6

3.1

1.0

0.9

1.9

14.9

37.0

Outstanding lease terms vary from one month to eight years except in the case of leasehold land where the terms vary
between 18 and 98 years. At 31 December 2023, the average incremental borrowing rate applying to lease liabilities was
3.8% (2022: 3.2%) for periods of between one month and 98 years. These rates were based on the incremental borrowing
rate (“IBR”) which in the case of lease liabilities recognised on application of IFRS 16 was estimated at 1 January 2019 and in
all other cases at the date of commencement of the lease. Leases are remeasured at the existing IBR estimate where there
are changes to rentals previously contemplated based on changes in an index or market rate. Leases are also remeasured at
latest IBR estimates where modifications to the lease are made which were not previously contemplated. The incremental
borrowing rate is estimated as that rate of interest available to the Group for borrowings over a similar term as the obligation
to acquire a similar asset. The Group’s obligations are secured by lessors’ title to the leased assets.

All lease contracts relating to land and property contain market review clauses. The leases for land and property in Dublin
contain seven yearly upward only rent reviews based on market rates. The next review was due on 1 January 2024. The lease
contract relating to land and property in Belfast includes an annual review based on UK Retail Price Inflation.

The above lease liabilities do not include any variable payments based on throughput of leased facilities, short term leases of
less than one year or leases relating to low value assets. These are expensed as incurred and disclosed at note 9.

Related right-of-use assets of €36.1 million (2022: €41.4 million) are disclosed in note 14 to the Consolidated Financial
Statements. Expenses of €3.8 million (2022: €3.3 million) relating to short-term leases, variable lease payments and leases
of low-value assets were recognised in the income statement and are disclosed in note 9 to the Consolidated Financial
Statements.

Financial Statements2023 Annual Report and Financial Statements160

Notes Forming Part of the Consolidated Financial Statements
Continued

23. Financial instruments and risk management

The Group’s activities expose it to a variety of financial risks including market risk (such as interest rate risk, foreign currency
risk, commodity price risk), liquidity risk and credit risk. The Group’s funding, liquidity and exposure to interest and foreign
exchange rate risks are assessed within the Group’s risk management systems and included on the Group’s risk register. Risk
mitigation measures may include use of financial derivatives, foreign currency forward contracts, interest rate swaps and
cash flow matching.

i) Categories of financial instruments
Financial assets and liabilities

2023

Finance lease receivable

Trade and other receivables

Cash and cash equivalents

Borrowings

Trade and other payables

2022

Finance lease receivable

Trade and other receivables

Cash and cash equivalents

Borrowings

Trade and other payables

Loans and
receivables at
amortised cost

Financial
liabilities at
amortised cost

Carrying value

Fair value

€m

10.5

61.2

46.8

€m

153.5

80.5

€m

10.5

61.2

46.8

153.5

80.5

€m

10.5

61.2

46.8

148.4

80.5

Loans and
receivables at
amortised cost

Financial
liabilities at
amortised cost

Carrying value

Fair value

€m

13.6

64.2

39.0

€m

167.7

79.7

€m

13.6

64.2

39.0

167.7

79.7

€m

13.6

64.2

39.0

169.0

79.7

Fair value hierarchy
The Group does not have any financial assets or financial liabilities that are carried at fair value in the Consolidated
Statement of Financial Position at 31 December 2023 and 31 December 2022. In relation to those financial assets and
financial liabilities where fair value is required to be disclosed in the Notes to the Consolidated Financial Position, these
financial assets and financial liabilities are classified within Level 3 (2022: Level 3) of the fair value hierarchy as market
observable inputs (forward rates and yield curves) which are used in arriving at fair values.

The Group has adopted the following fair value measurement hierarchy for financial instruments:

• Level 1: quoted (unadjusted) prices in active markets for identical assets and liabilities;

• Level 2: other techniques for which all inputs that have a significant effect on the recorded fair value are observable, either

directly (i.e. as prices) or indirectly (i.e. derived from prices); and

• Level 3: techniques that use inputs which have a significant effect on the recorded fair value that are not based on

observable market data.

The following are the significant methods and assumptions used to estimate fair values of financial assets and financial
liabilities:

Finance lease receivable
Finance lease recognised based on the estimated net investment in the lease being the present value of the contractual
future cash flows discounted at the rate implicit in the lease. The final lease payment is due within 16 months of the FY23
year end, and as such it was determined that the fair value of the lease approximates carrying value.

Irish Continental Group161

23. Financial instruments and risk management (continued)

Trade and other receivables / payables
For trade receivables and trade payables, with average settlement periods of 39 days (2022: 41 days) and 71 days (2022: 67
days) respectively, the carrying value less allowance for expected credit losses, where appropriate, is estimated to reflect fair
value due to their short-term nature.

Cash and cash equivalents
For cash and cash equivalents, all with a maturity of three months or less, the nominal amount is estimated to reflect fair
value.

Borrowings
The fair value of bank loans has been determined based on a discounted cash flow analysis with the most significant input
being the discount rate reflecting the Group’s own credit risk. For leases, the incremental borrowing rates applicable in the
majority of the Group’s leases has been recently set, therefore the carrying value approximates fair value.

Derivative financial instruments
There are no derivative financial instruments outstanding at 31 December 2023 and 31 December 2022 and none were
entered into in either 2023 or 2022.

Financial guarantee contracts
Financial guarantee contracts issued by the Group in favour of third parties are measured initially at fair value and thereafter
at the higher of (i) any expected credit loss allowance and (ii) the initial fair value amount recognised less any cumulative
amount recognised as income. There were no such contracts outstanding at 31 December 2023 and 2022, other than cross
group guarantees which are eliminated on consolidation.

ii) Interest rate risk
At 31 December 2023, interest rates on short-term bank deposits were contracted for terms of less than three months at
average effective rates of 2.0% (2022: 0.3%).

As referenced in note 21, Group borrowings at 31 December 2023 comprise loan notes (with a fixed interest rate) and two
term loans, of which one is on a fixed rate. The second term loan is arranged at floating rates for an interest period of up to
six months, calculated by reference to EURIBOR or other reference rate depending on the currency drawn plus an agreed
margin which varies with the Group’s net debt to EBITDA ratio, which creates a cash flow interest rate risk. The average
interest rate at 31 December 2023 was 2.96% (2022: 2.40%) for remaining terms of between 0.8 and 6.5 years.

The interest rates on all lease liabilities at 31 December 2023 were fixed at the incremental borrowing rate at the later of the
IFRS 16 effective application date of 1 January 2019 or lease commencement date.

Sensitivity to interest rates
As outlined in note 21, the Group has a multicurrency revolving credit facility of which €55.0 million (2022: €62.0 million) was
drawn at 31 December 2023. Interest rates are arranged at floating rates for an interest period of up to six months, calculated
by reference to EURIBOR or other reference rate depending on currency drawn plus an agreed margin which varies with
the Group’s net debt to EBITDA ratio. Based on the average amounts drawn during the year ended 31 December 2023, a
one percentage point (100 basis points) change in average floating interest rates would have had a €0.7 million (2022: €0.4
million) impact on the Group’s profit before tax. Aside from its overdraft facility, the Group’s other facilities are on fixed rates.

iii) Foreign currency risk management
The Group publishes its consolidated financial statements in euro and conducts business in different foreign currencies. As a
result, it is subject to foreign exchange risk due to exchange rate movements which will affect the Group’s transaction costs
and the translation of the results and underlying net assets of its foreign operations.

Sterling denominated profits are translated to euro at the average rate of exchange for the financial year. The average rate at
which sterling profits were translated during the year was €1:£0.8698 (2022: €1:£0.8528).

Exchange rate exposures are managed within approved policy parameters. The Group did not utilise forward foreign
exchange contracts during the year ended 31 December 2023 or 31 December 2022.

Financial Statements2023 Annual Report and Financial Statements162

Notes Forming Part of the Consolidated Financial Statements
Continued

23. Financial instruments and risk management (continued)

Sensitivity
The currency risk sensitivity analysis is set out below:

Under the assumptions; (i) a 10% strengthening in euro exchange rates against all currencies, profit before tax would have
increased by €5.8 million (2022: increase of €5.2 million) and equity (before tax effects) would have increased by €1.8 million
(2022: increase of €1.0 million); (ii) a 10% weakening in euro exchange rates against all currencies, profit before tax would
have decreased by €6.4 million (2022: decrease of €6.3 million) and equity (before tax effects) would have decreased by €1.5
million (2022: decrease of €1.2 million).

The Group’s exposure to transactional foreign currency risk is as follows:

2023

Trade receivables (net)

Cash and cash equivalents

Total assets

Trade and other payables

Lease liabilities

Total liabilities

Net assets / (liabilities)

2022

Trade receivables (net)

Cash and cash equivalents

Total assets

Trade and other payables

Lease liabilities

Total liabilities

Net assets / (liabilities)

Euro

€m

1.9

Euro

€m

1.1

Sterling

US Dollar

€m

5.4

10.3

15.7

14.1

1.6

€m

0.1

7.4

0.9

8.3

(8.2)

Sterling

US Dollar

€m

3.7

12.3

16.0

14.0

2.0

€m

0.1

1.0

1.1

8.1

1.1

9.2

(8.1)

Total

€m

5.5

12.2

17.7

21.5

0.9

22.4

(4.7)

Total

€m

3.8

14.4

18.2

22.1

1.1

23.2

(5.0)

iv) Commodity price risk
In terms of commodity price risk, the Group’s vessels consume heavy fuel oil (HFO), marine diesel / gas oil (MDO / MGO)
and lubricating oils, all of which continue to be subject to price volatility. The Group must also manage the risks inherent in
changes to the specification of fuel oil which are introduced under international and EU law from time to time.

The Group’s policy has been to purchase these commodities in the spot markets and to remain unhedged. In the Container
and Terminal Division, movements in fuel costs are offset to a large extent by the application of pre-arranged price
adjustments with our customers. Similar arrangements are in place with freight customers in the Ferries Division. In the
passenger sector, changes in fuel costs are included in the ticket price to the extent that market conditions will allow.

Irish Continental Group163

23. Financial instruments and risk management (continued)

v) Liquidity risk
The Group and Company are exposed to liquidity risk which arises primarily from the maturing of short-term and long-
term debt obligations. There were no open derivative contracts at 31 December 2023 or 31 December 2022. The Group and
Company’s policy is to ensure that sufficient resources are available either from cash balances, cash flows or undrawn
committed bank facilities, to ensure all obligations can be met as they fall due. To achieve this objective, the Group and
Company:

• monitor credit ratings of institutions with which the Group and Company maintain cash balances;

• limit maturity of cash balances; and

• borrow the bulk of its debt needs under committed bank lines or other term financing and by policy maintains a

minimum level of undrawn committed facilities.

At each year-end, the Group’s rolling liquidity reserve (which comprises cash and undrawn committed facilities and which
represents the amount of available cash headroom in the Group funding structure) was as follows:

Cash and cash equivalents

Committed undrawn facilities

Liquidity reserve

2023

€m

46.8

35.4

82.2

2022

€m

39.0

28.4

67.4

Management monitors rolling cash flow forecasts on an ongoing basis to determine the adequacy of the liquidity position
of the Group. This process also incorporates a longer term liquidity review to ensure refinancing risks are adequately catered
for as part of the Group’s strategic planning.

Liquidity analysis
The following table sets out the maturity and liquidity analysis of the Group’s financial liabilities into the relevant maturity
groupings based on the remaining period at the reporting date to the contractual maturity date:

Liquidity Table 2023

Liabilities

Trade and other payables

Borrowings

Lease liabilities

Total liabilities

Liquidity Table 2022

Liabilities

Trade and other payables

Borrowings

Lease liabilities

Total liabilities

Weighted
average
period until
maturity

Carrying
amount

Contractual
amount

Less than 1
year

Between 1 –
2 years

Between 2 –
5 years

Between 5 –
10 years

More than
10 years

Years

€m

1.6

32.3

84.5

153.5

37.0

84.5

157.9

84.3

84.5

114.7

13.8

8.1

4.5

275.0

326.7

213.0

12.6

23.7

7.0

30.7

11.4

5.3

16.7

53.7

Weighted
average
period until
maturity

Carrying
amount

Contractual
amount

Less than 1
year

Between 1 –
2 years

Between 2 –
5 years

Between
5-10 years

More than
10 years

Years

€m

2.5

35.6

84.2

167.7

42.4

84.2

178.4

86.8

84.2

11.9

12.8

123.3

5.1

294.3

349.4

108.9

128.4

24.0

9.5

33.5

19.2

5.9

25.1

53.5

Financial Statements2023 Annual Report and Financial Statements164

Notes Forming Part of the Consolidated Financial Statements
Continued

23. Financial instruments and risk management (continued)

Included in the borrowings amount of €153.5 million (2022: €167.7 million) is a multicurrency revolving credit facility. At 31
December 2023, €55.0 million (2022: €62.0 million) was drawn under this facility. Subsequent to the year end, this facility was
cancelled and replaced with a new revolving credit facility with permitted drawing amounts of €100.0 million. The drawing
amount may be increased to €150.0 million on application, at the discretion of the lenders. This new facility expires in March
2029 but is extendable for up to two years at the lenders’ discretion. Borrowings under the existing facility were rolled over
into the new facility on the commencement date.

vi) Credit risk
The Group and Company monitors its credit exposure to its counterparties via their credit ratings (where applicable) and
where possible limits its exposure to any one party to ensure that there are no significant concentrations of credit risk.
Notwithstanding the foregoing, due to the nature of the underlying transaction there is a material exposure to a single
counterparty in relation to the lease receivable. Mitigation of this exposure to finance lease receivables is explained at note
15. Credit risk in relation to trade and other receivables and cash and cash equivalents has been discussed in notes 17 and
18 respectively. The maximum exposure to credit risk is represented by the carrying amounts in the Statement of Financial
Position.

vii) Capital management
The objective when managing capital is to safeguard the Group’s ability to continue in business and provide returns for
shareholders together with maintaining the confidence of all stakeholders. No changes were made in the objectives,
policies or processes for managing capital during the financial years ended 31 December 2023 and 31 December 2022.

The capital structure of the Group consists of net debt (borrowings as detailed in note 21 offset by cash and cash equivalents)
and equity of the Group (comprising issued capital, reserves and retained earnings as detailed in notes 19 and 20). The Group
seeks to maintain an optimal capital structure to reduce the overall cost of capital while balancing the benefits of different
capital sources. Within this framework the Group considers the amount and tenor of borrowings and distributions to
shareholders either through dividends or buybacks.

During the year, the Company bought back 4.8 million ICG units at a cost of €21.4 million. The Group reduced bank
borrowings (net of drawdowns) by €14.2 million), lease liabilities decreased by €5.4 million and cash and cash equivalents
increased by €7.8 million.

The Group actively monitors the externally imposed capital requirements contained in our debt facilities which set a
maximum leverage ratio of net debt to earnings before interest tax depreciation and amortisation. Having agreed a
temporary increase in this leverage ratio against the background of the Covid-19 pandemic to 4 times which applied during
the financial year ended 2021, this reverted to 3 times for testing dates after 1 January 2022. At 31 December 2023, the
leverage ratio under covenant definitions was 1.0 times (2022: 1.2 times).

At 31 December 2023, the net debt position of the Group was €143.7 million (2022: net debt of €171.1 million) and total equity
balances amounted to €282.3 million (2022: €260.8 million).

24. Deferred tax

Companies within the Group where appropriate, have elected to be taxed under the Irish tonnage tax scheme in respect of
all eligible shipping activities. Certain activities will not fall within the tonnage tax scheme and will continue therefore to be
subject to standard rates of corporation tax. These activities give rise to deferred tax assets and liabilities and the impact of
these is shown below.

Deferred tax assets arise where taxable losses in excess of expected future reversing taxable temporary differences have
been incurred that are available for offset against future taxable profits. Deferred tax assets are recognised to the extent
that it is probable that future taxable profit will be available against which the unused tax losses and unused tax credits
can be utilised. A deferred tax asset of €0.1 million (2022: €0.1 million) has not been recognised in respect of tax losses as
suitable taxable profits are not expected to arise. The Group estimates the probable amount of future taxable profits, using
assumptions consistent with those employed in the Group’s financial planning process, and taking into consideration
applicable tax legislation in the relevant jurisdiction. These calculations require the use of estimates.

Irish Continental Group165

24. Deferred tax liabilities (continued)

The Group has not provided deferred tax in relation to temporary differences applicable to investments in subsidiaries on
the basis that the Group can control the timing and realisation of these temporary differences and it is probable that the
temporary difference would be immaterial and will not reverse in the foreseeable future.

The following are the deferred tax liabilities and assets recognised by the Group, and the movements thereon, during the
current and prior reporting periods:

2023

Accelerated tax depreciation (including
ROU assets)

Lease liabilities

Retirement benefit obligation

Tax assets / (liabilities) before set-off

Set-off tax

Net tax assets / (liabilities)

Net balance at
1 January

Recognised
in Income
Statement

Recognised in
SOCI

Currency
translation
adjustment

Net balance
at 31
December

Non-current
deferred tax
assets

Non-current
deferred tax
liabilities

€m

(3.8)

3.3

(3.0)

(3.5)

0.4

(0.3)

(0.2)

(0.4)

(0.1)

(3.4)

3.0

(3.8)

(4.2)

(0.4)

(0.1)

(4.2)

0.1

3.0

3.1

(2.8)

0.3

(3.5)

(3.8)

(7.3)

2.8

(4.5)

2022 (Restated)

Accelerated tax depreciation (including
ROU assets)

Lease liabilities

Retirement benefit obligation

Tax assets / (liabilities) before set-off

Set-off tax

Net tax assets / (liabilities)

Net balance
at 1 January

Recognised
in Income
Statement

Recognised in
SOCI

Currency
translation
adjustment

Net
balance
at 31
December

Non-current
deferred tax
assets

Non-current
deferred tax
liabilities

€m

(4.6)

4.1

(0.7)

(1.2)

0.8

(0.8)

(2.4)

0.1

(3.8)

3.3

(3.0)

(3.5)

0.1

3.3

3.4

(3.3)

0.1

(3.9)

(3.0)

(6.9)

3.3

(3.6)

The Group applied Deferred Tax related to Assets and Liabilities arising from a Single Transaction (Amendments to IAS
12) from 1 January 2023. Following the amendments, the Group has recognised a separate deferred tax asset in relation
to its lease liabilities and a deferred tax liability in relation to its right-of-use assets. The comparative balances for the prior
reporting period have been restated in the analysis above to reflect the amendments. In line with IAS 12, the Group has offset
deferred tax assets and liabilities where they meet the qualifying conditions in the Consolidated Statement of Financial
Position. The impact of the amended standard was to increase both deferred tax assets and deferred tax liabilities at the end
of the prior period by €3.3 million. However, these balances were offset in accordance with the Standard.

Deferred tax is recognised in the Consolidated Statement of Comprehensive Income to the extent it arises on profits or
losses recognised in that statement.

Financial Statements2023 Annual Report and Financial Statements166

Notes Forming Part of the Consolidated Financial Statements
Continued

25. Trade and other payables

Within one year

Trade and other payables

Accruals

Deferred revenue

Payroll taxes

Social insurance cost

Corporation tax

Value-added tax

2023

€m

52.3

28.2

80.5

9.2

1.4

0.4

0.3

1.9

2022

€m

37.1

42.6

79.7

11.8

1.3

0.3

1.0

2.1

93.7

96.2

Trade payables and accruals comprise amounts outstanding for trade purchases and ongoing costs and are non-interest
bearing. They also include deferred revenue amounts of €9.2 million (2022: €11.8 million) relating to cash received in respect
of performance obligations outstanding not yet complete by the Group. Movements in deferred revenue balances during
the period were as follows:

At 1 January

Passenger revenue

Cash received

At 31 December

2023

€m

11.8

2022

€m

15.3

(181.7)

(162.7)

179.1

9.2

159.2

11.8

The average trade credit period outstanding was 71 days at 31 December 2023 (2022: 67 days). Certain suppliers reserve the
right to charge interest on balances past their due date.

The Group has financial risk management policies in place to ensure that all payables are paid within the credit timeframe.

26. Provisions

Claims provision

At beginning of the financial year

Utilisation of provision

Decrease in provision

At end of the financial year

Analysed as follows:

Current liabilities

Non-current liabilities

2023

€m

2.8

(1.0)

1.8

0.9

1.8

2022

€m

3.3

(0.3)

(0.2)

2.8

1.7

1.1

2.8

Irish Continental Group167

26. Provisions (continued)

The claims provision comprises;
(i) the insurance excess payable by the Group and Company in a number of potential compensation claims, arising in the
normal course of business. Provision is made for incidents reported prior to the reporting date but for which no claim has
been received. No provision has been recognised for incidents that may have occurred prior to the reporting date, but which
had not been reported to the Group, as based on past experience these are not expected to be material;

(ii) provisions relate to claims lodged and expected to be lodged with the Group based on events which have occurred prior
to the reporting date, where a future cash flow is expected to occur.

27. Commitments

Commitments for the acquisition of property, plant and equipment – approved and contracted
for, but not accrued

Approved and contracted

Less accrued at 31 December

Approved and contracted for not accrued

28. Short-term lease obligations

Within one year

2023

€m

5.5

(3.9)

1.6

2023

€m

2.1

2022

€m

30.8

(18.4)

12.4

2022

€m

There was €1.9 million of outstanding commitments at 31 December 2023 (2022: €nil) relating to a short-term vessel charter.
An expense of €3.8 million (2022: €3.3 million) was recognised in the period where the related rights were not recognised as
a right-of-use asset. The 2023 expense is analysed in note 9.

29. Operating lease income

The aggregate future minimum lease payments receivable under non-cancellable operating leases are as follows:

Within one year

Between one and two years

The lease payments receivable relate to the charter of container vessels.

30. Share-based payments

2023

€m

4.8

2022

€m

13.2

3.7

16.9

The Group operates two equity-settled share option schemes under which certain employees have been issued with share
options as described below.

The Performance Share Plan (PSP) is the active plan under which option awards may be granted. Details of the award and
vesting conditions are set out in the Report of the Remuneration Committee (pages 104-105). Vesting is contingent on a
market condition based on total shareholder return and non-market conditions including earnings per share, free cash flow
and return on average capital employed. During the year, 1,293,500 (2022: 1,552,500) options were granted under the PSP
with vesting measured over a performance period of three years.

Financial Statements2023 Annual Report and Financial Statements168

Notes Forming Part of the Consolidated Financial Statements
Continued

30. Share-based payments (continued)

The 2009 Share Option Plan remains in place with respect to outstanding grants made prior to 2016 but no new grants will
be made following the adoption of the PSP. The number of shares over which options may be granted may not exceed 10
per cent of the shares of the Company in issue.

Options are forfeited where the grantee ceases employment with the Group unless retention, is permitted by the
Remuneration Committee under good leaver rules. The Scheme Rules allow for the early exercise of outstanding options
upon a change in control of the Company.

The number and weighted average exercise price of share options granted under the above plans is as follows:

2023

2022

Number of share
options

Weighted
average exercise
price

Number of share
options

Weighted
average exercise
price

Outstanding at 1 January

Granted during the year

Exercised during the year

Forfeited during the year

Outstanding at 31 December

Exercisable at 31 December

€

5,529,536

1,293,500

1.257

5,646,854

0.065

1,552,500

(841,477)

0.536

(1,060,856)

(359,572)

0.065

(608,962)

5,621,987

1,780,000

1.167

5,529,536

3.546

1,910,000

Weighted average share price at date of exercise of options

4.495

€

1.470

0.065

1.250

0.350

1.257

3.516

3.509

Weighted average remaining contractual life of options
outstanding at year-end

1.2 years

1.6 years

In settlement of the options exercised during the year, the Company issued 93,979 (2022: 34,978) new ICG units with the
balance of 747,498 (2022: 1,025,878) settled through market purchase.

The exercise prices of options outstanding at 31 December are as follows:

Exercisable:

2009 Share Option Plan

Vested Options

Exercisable at 31 December

Not Exercisable:

Performance Share Plan

Outstanding at 31 December

2023

2022

Options

100,000

200,000

1,680,000

1,710,000

1,780,000

1,910,000

Price

€

2.97

3.58

3,841,987

3,619,536

0.065

5,621,987

5,529,536

Options issued under the 2009 Share Option Plan were market priced options with a maximum life of 10 years. These had
been measured at fair value using a binomial option pricing model. All options issued under the 2009 Option Plan have
vested to participants and the fair value of these has been expensed to the Income Statement over the period from date of
grant to date of vesting determination.

Irish Continental Group169

30. Share-based payments (continued)

Options granted under the PSP are priced at the nominal price of the shares comprised in an ICG unit. Vesting of options
under the PSP are contingent on the achievement of certain market and non-market performance hurdles. The fair value of
options subject to market conditions is estimated using Monte-Carlo simulation. The fair value of options subject to non-
market conditions is estimated based on the market value at date of grant adjusted for the effects of non-transferability,
exercise restrictions and behavioural considerations. The fair value is expensed to the Income Statement evenly over the
performance period of three years with an adjustment made at each reporting period for the estimated vesting rate for
those options subject to non-market vesting conditions.

Outstanding options had been granted on 1 September 2014, 5 March 2015, 6 March 2020, 12 March 2021, 11 March 2022 and
10 March 2023. The estimated fair values of the options are as follows:

Year of Grant

Share Plan

2023

PSP

2022

PSP

2021

PSP

2020

2015

2014

PSP

2009 Plan

Basic Tier Second Tier

Fair value of option at grant
date:

Options subject to market
performance conditions

Options subject to non-
market performance
conditions

€2.04

€3.34

€1.29

€2.15

€0.96

€0.4528

€0.5581

€0.2992 €0.4449

€2.30

€3.63

€3.07

The inputs into the valuation model in the respective years of grant were as follows:

Year of Grant

2023

2022

2021

2020

2015

2014

Basic Tier Second Tier

At date of grant:

Weighted average share price

€4.71

€3.36

€4.26

€3.77

€3.580

€2.970

Weighted average exercise
price

Expected volatility

Expected life

Risk free rate

Expected dividend yield

€0.065

35%

3 years

2.90%

3.32%

€0.065

€3.580

€2.970

45%

43%

29%

31%

27%

30%

3 years

7 years

9 years

7 years

9 years

(0.141%)

(0.562%)

(0.462%)

0.090%

0.299%

0.439%

0.765%

4.41%

2.15%

3.70%

5.16%

4.72%

5.83%

4.89%

Expected volatility was determined by calculating the historical volatility of the Company’s share price.

In 2023, the share-based payment expense recognised in the Consolidated Income Statement was €2.8 million (2022: €3.0
million).

The share-based payment expense has been classified in the Consolidated Income Statement as follows:

Employee benefits expense

2023

€m

2.8

2022

€m

3.0

Share-based payment expense of €1.0 million (2022: €1.1 million) relates to the Directors of the Company. The balance on
the share option reserve in the Consolidated Statement of Financial Position at 31 December 2023 is €7.0 million (2022: €6.3
million).

Financial Statements2023 Annual Report and Financial Statements170

Notes Forming Part of the Consolidated Financial Statements
Continued

31. Retirement benefit schemes

The Group operates defined contribution pension schemes in all of its main operating locations. The Group also has defined
benefit obligations as set out below. Scheme assets are held in separate trustee administered funds.

Defined Contribution Scheme
The Group operates a defined contribution pension scheme, which provides retirement and death benefits for all recently
hired employees. The total cost charged in the Consolidated Income Statement of €0.6 million (2022: €0.4 million)
represents employer contributions payable to the externally administered defined contribution pension scheme at rates
specified in the rules of the scheme. There was €nil in outstanding contributions included in trade and other payables at 31
December 2023 (2022: €nil).

Defined Benefit Obligations
i) Group sponsored schemes
The Group operates contributory defined benefit obligations, which provide retirement and death benefits for other
employees who are not members of the defined contribution pension scheme. The defined benefit obligations provide
benefits to members in the form of a guaranteed level of pension payable for life, where the level of the benefits depend on
the member’s length of service and salary.

The assets of these schemes are held separately from those of the Group in schemes under the control of trustees. The
trustees are responsible for ensuring the schemes are run in accordance with the applicable trust deed and the pension
laws of the relevant jurisdiction. The trustees invest the funds in a range of assets with the objective of maximising the
fund return whilst minimising the cost of funding the scheme at an acceptable risk profile. In assessing the risk profile, the
trustees take account of the nature and duration of the liabilities and review investment strategy regularly.

The pension charges and payments in respect of the schemes are in accordance with the advice of professionally qualified
actuaries. The latest actuarial valuation reports for these schemes, which are not available for public inspection, are dated
between 31 March 2021 and 31 October 2021. The valuations employed for disclosure purposes have been based on the
most recent funding valuations for each scheme adjusted by the independent actuaries to allow for the accrual of liabilities
up to 31 December 2023 and to take account of financial conditions at this date. The present value of the defined benefit
obligation, and the related current service cost and past service credit, were measured using the projected unit credit
method and assets have been valued at bid value.

The pension contributions paid in the year ended 31 December 2023 amounted to €0.4 million (2022: €0.6 million) while the
current service cost charged to the Consolidated Income Statement amounted to €0.8 million (2022: €1.7 million). A past
service cost of €0.2 million (2022: €nil) was also charged to the Consolidated Income Statement.

The profile of membership across all schemes at 31 December was as follows;

Current employees

Members with deferred benefits

Pensioners

Total

2023

466

183

740

2022

130

476

163

769

Netherlands Scheme
The Group operates a defined benefit pension scheme for certain employees based in The Netherlands. All the liabilities
of this scheme are matched by insurance contracts other than for inflation adjustment to accrued benefits for current
employees.

Irish Continental Group171

31. Retirement benefit schemes (continued)

The Irish Ferries Limited (Ex MNOPF) Pension Scheme
The Group operated a small defined benefit scheme for certain former employees which was subject to an annuity buyout
during the year ended 31 December 2023. At the time of the buyout, the scheme held assets of €1.8 million. It paid a sum
of €0.8 million to an insurance company in order to discharge the pensioner liabilities in full. The Group recognised a
settlement cost of €0.2 million in respect of this transaction.

The Irish Ferries (UK) Limited Pension Scheme
During the year ended 31 December 2023, 30 active members of the scheme ceased future accrual and voluntarily opted to
take up a different contract of employment with the Group, a condition of which was the provision of a defined contribution
pension going forward. As such, these employees became deferred members of the scheme. The impact was to increase the
defined benefit obligation by €0.3 million which was treated as an actuarial loss due to experience.

ii) Merchant Navy Officers Pension Fund (MNOPF)
In addition to the pension schemes operated by the Group, the Group has obligations in respect of past service of certain
former employees who are members of the MNOPF, an industry wide multi-employer scheme and which is closed to
future accrual. The latest actuarial valuation of the scheme, which is available for public inspection, is dated 31 March 2021
and disclosed a net past service surplus of £55.0 million, equivalent to a gross funding level of 102%. The Group’s share of
the MNOPF obligations, as most recently advised by the trustees, is 1.04% (2022: 1.04%). The obligation valuation in these
financial statements at 31 December 2023 is based on the actuarial deficit contribution demands notified to the Group and
which remain outstanding at the reporting date. The last deficit demand received by the Group was dated May 2013 and has
been fully paid.

On this basis, the share of the overall deficit in the MNOPF estimated to be attributable to the Group at 31 December 2023 is
€nil (2022: €nil). During the year, the Group made payments of €nil (2022: €nil) to the trustees.

iii) Principal risks and assumptions
The Group is exposed to a number of actuarial risks as set out below:

Investment risk
The pension schemes hold investments in asset classes such as equities which are expected to provide higher returns than
other asset classes over the long term, but may create volatility and risk in the short term. The present value of the defined
benefit obligations liability is calculated using a discount rate by reference to high quality corporate bond yields; if the
future achieved return on scheme assets is below this rate, it will create a deficit. IAS 19 Employee Benefits provides that
the discount rate used to value retirement benefits should be determined by reference to market yields on high quality
corporate bonds consistent with the duration of the liabilities. Due to a narrow bond universe, the Group defines high quality
bonds in the Eurozone as those rated AA or higher by at least one rating agency. In respect of sterling schemes, corporate
bonds must be rated AA, or higher, by at least two rating agencies.

Salary risk
The present value of the defined benefit liability is calculated by reference to the projected salaries of scheme participants
at retirement based on salary inflation assumptions. As such, any variation in salary versus assumption will vary the schemes’
liabilities.

Life expectancy risk
The present value of the defined benefit obligations liability is calculated by reference to the best estimate of the mortality
of scheme participants both during and after their employment. An increase in the life expectancy of the scheme
participants will change the scheme liabilities.

Financial Statements2023 Annual Report and Financial Statements172

Notes Forming Part of the Consolidated Financial Statements
Continued

31. Retirement benefit schemes (continued)

Inflation risk
A significant proportion of the benefits under the plans are linked to inflation with higher inflation leading to higher
liabilities.

The Directors have taken independent actuarial advice on the key judgements used in the estimate of retirement benefit
scheme assets and liabilities.

The principal assumptions used for the purpose of the actuarial valuations were as follows:

Discount rate

Inflation rate

2023

4.50%

2.75%

2022

4.75%

2.90%

Rate of annual increase of pensions in payment

2.15% - 3.20% 2.20% - 3.30%

2023

3.15%

2.30%

1.30%

2022

3.65%

2.50%

1.50%

Rate of increase of pensionable salaries

1.10%

1.15% 0.00% - 1.30% 0.00% - 1.40%

Sterling liabilities

Euro liabilities

The euro and sterling discount rates have been determined in consultation with the Group’s independent actuary, who has
devised proprietary models referencing market yields at the balance sheet date on high quality corporate bonds consistent
with the duration of the liabilities. For 31 December 2023, the high quality corporate bond population include those rated AA
or higher by at least two rating agencies.

Sterling obligations include the effects of the UK GMP equalisation court decisions, which has the effect of increasing the
estimate of the UK scheme obligations by 0.1%.

The average life expectancy used in the principal Group schemes at age 60 is as follows:

Irish Schemes:

Current retirees

Future retirees

UK Schemes:

Current retirees

Future retirees

2023

Male

Female

2022

Male

Female

26.8 years

29.7 years

26.7 years

29.6 years

29.2 years

31.7 years

29.1 years

31.6 years

27.8 years

29.6 years

27.7 years

29.5 years

29.3 years

31.1 years

29.2 years

30.9 years

Assumptions regarding life expectancies are set based on actuarial advice in accordance with published statistics and
experience in each jurisdiction.

Sensitivity of pension liability judgemental assumptions
The Group’s total obligation in respect of defined benefit obligations is calculated by independent, qualified actuaries,
updated at least annually and totals €96.9 million at 31 December 2023 (2022: €91.6 million). At 31 December 2023, the
Group also has scheme assets totalling €135.8 million (2022: €124.8 million), giving a net pension surplus of €38.9 million
(2022: surplus of €33.2 million). The size of the obligation is sensitive to actuarial assumptions. The sensitivity analyses below
are based on a change in an assumption while holding all other assumptions constant with the exception of the rate of
inflation assumption which impacts other inflation linked assumptions. The sensitivity analysis intends to provide assistance
in understanding the sensitivity of the valuation of pension liabilities to market movements on discount rates, inflation
rates and mortality assumptions for scheme beneficiaries. The analyses are for illustrative purposes only as in practice
assumptions rarely change in isolation.

Irish Continental Group173

31. Retirement benefit schemes (continued)

There has been no change from the prior year in the methods and assumptions used in preparing the sensitivity analyses
below.

2023

Assumption

Change in assumption

Impact on euro schemes
liabilities

Impact on sterling scheme
liabilities

Combined impact on liabilities

Discount rate

0.5% increase in
discount rate

8.4% decrease in
liabilities

6.4% decrease in
liabilities

8.0% decrease in
liabilities

Rate of inflation*

0.5% increase in price
inflation

8.6% increase in
liabilities

4.9% increase in
liabilities

7.9% increase in
liabilities

Rate of mortality

Members assumed
to live one year
longer

2.9% increase in
liabilities

3.1% increase in
liabilities

2.9% increase in
liabilities

2022

Assumption

Change in assumption

Impact on euro schemes
liabilities

Impact on sterling scheme
liabilities

Combined impact on liabilities

Discount rate

0.5% increase in
discount rate

9.5% decrease in
liabilities

7.2% decrease in
liabilities

9.1% decrease in
liabilities

Rate of inflation*

0.5% increase in price
inflation

8.5% increase in
liabilities

4.7% increase in
liabilities

7.8% increase in
liabilities

Rate of mortality

Members assumed
to live one year
longer

3.0% increase in
liabilities

3.1% increase in
liabilities

3.0% increase in
liabilities

The rate of inflation sensitivity includes its impact on the rate of annual increase of pensions in payment assumption and the rate of increase of
pensionable salaries assumption as they are both inflation linked assumptions.

The size of the scheme assets which are also sensitive to asset return levels and the level of contributions from the Group are
analysed by asset class in part (iv) of this note.

iv) Retirement benefit assets and liabilities
The amount recognised in the Consolidated Statement of Financial Position in respect of the Group’s defined benefit
obligations is as follows:

Equities

Bonds

Property

Insurance contracts

Other

Fair value of scheme assets

Present value of scheme liabilities

Surplus in schemes

Scheme with liabilities in sterling

Schemes with liabilities in euro

Total

2023

€m

10.4

21.5

0.3

32.2

(18.2)

14.0

2022

€m

10.8

14.6

2.9

28.3

(16.5)

11.8

2023

€m

57.6

33.7

7.9

4.4

103.6

(78.7)

24.9

2022

€m

63.2

22.3

0.1

7.4

3.5

96.5

(75.1)

21.4

2023

€m

68.0

55.2

7.9

4.7

135.8

(96.9)

38.9

2022

€m

74.0

36.9

0.1

7.4

6.4

124.8

(91.6)

33.2

Financial Statements2023 Annual Report and Financial Statements174

Notes Forming Part of the Consolidated Financial Statements
Continued

31. Retirement benefit schemes (continued)

Three of the defined benefit obligation schemes accounted for by the Group are in a net surplus position and are shown
in non-current assets in the Consolidated Statement of Financial Position. One of the defined benefit obligation schemes
accounted for by the Group is in a net deficit position and is shown in non-current liabilities.

The overall weighted average duration of the Group’s defined benefit obligations is 16.4 years (2022: 16.5 years). The weighted
average duration of euro scheme obligations was 17.0 years (2022: 17.0 years) and of sterling scheme obligations was 13.9
years (2022: 14.5 years).

The split between the amounts shown in each category is as follows:

Non-current assets – retirement benefit surplus

Non-current liabilities – retirement benefit obligation

Net surplus in pension schemes

v) Movements in retirement benefit assets
Movements in the fair value of scheme assets in the current year were as follows:

2023

At beginning of the financial year

Interest income

Actuarial gain

Exchange difference

Employer contributions

Contributions from scheme members

Benefits paid

At end of the financial year

2022

At beginning of the financial year

Interest income

Actuarial loss

Exchange difference

Employer contributions

Contributions from scheme members

Benefits paid

At end of the financial year

2023

€m

39.4

(0.5)

38.9

Schemes in

sterling Schemes in euro

€m

28.3

1.3

2.7

0.5

0.2

(0.8)

32.2

€m

96.5

3.5

7.6

0.2

(4.4)

103.6

Schemes in

sterling Schemes in euro

€m

32.0

0.5

(2.2)

(1.6)

0.3

0.1

(0.8)

28.3

€m

113.8

1.4

(16.5)

0.3

0.2

(2.7)

96.5

2022

€m

33.6

(0.4)

33.2

Total

€m

124.8

4.8

10.3

0.5

0.4

0.2

(5.2)

135.8

Total

€m

145.8

1.9

(18.7)

(1.6)

0.6

0.3

(3.5)

124.8

Irish Continental Group31. Retirement benefit schemes (continued)

vi) Movement in retirement benefit liabilities
Movements in the present value of defined benefit obligations in the year were as follows:

2023

At beginning of the financial year

Service cost

Interest cost

Contributions from scheme members

Actuarial loss

Exchange difference

Benefits paid

At end of the financial year

2022

At beginning of the financial year

Service cost

Interest cost

Contributions from scheme members

Actuarial gain

Exchange difference

Benefits paid

At end of the financial year

Schemes in

sterling Schemes in euro

€m

16.5

0.8

1.3

0.4

(0.8)

18.2

€m

75.1

1.0

2.7

0.2

4.1

(4.4)

78.7

Schemes in

sterling Schemes in euro

€m

28.3

0.4

0.5

0.1

(10.9)

(1.1)

(0.8)

16.5

€m

112.2

1.3

0.2

(37.2)

(2.7)

75.1

175

Total

€m

91.6

1.0

3.5

0.2

5.4

0.4

(5.2)

96.9

Total

€m

140.5

1.7

1.8

0.3

(48.1)

(1.1)

(3.5)

91.6

vii) Amounts recognised in the Consolidated Income Statement
Amounts recognised in the Consolidated Income Statement in respect of the defined benefit obligations are as follows:

Charges to employee benefits expense

Current service cost

Past service cost

2023

€m

0.8

0.2

1.0

2022

€m

1.7

Financial Statements2023 Annual Report and Financial Statements176

Notes Forming Part of the Consolidated Financial Statements
Continued

31. Retirement benefit schemes (continued)

Recognised in finance income

Interest income on scheme assets

Interest on scheme liabilities

Net interest income on defined benefit obligations (note 6)

2023

€m

(4.8)

3.5

(1.3)

2022

€m

(1.9)

1.8

(0.1)

The estimated amounts of employer contributions expected to be paid to the schemes during 2024 is €0.3 million based on
current funding agreements.

viii) Amounts recognised in the Consolidated Statement of Comprehensive Income
Amounts recognised in the Consolidated Statement of Comprehensive Income in respect of the defined benefit obligations
are as follows:

Actuarial gains and losses

Actual total return on scheme assets

Interest income on scheme assets

Return on scheme assets (excluding amounts included in net interest cost)

Remeasurement adjustments on scheme liabilities:

Losses arising from changes in demographic assumptions

(Losses) / gains arising from changes in financial assumptions

(Losses) / gains arising from experience adjustments

Actuarial gain recognised in the Consolidated Statement of Comprehensive Income

Exchange movement

Exchange gain / (loss) on scheme assets

Exchange (loss) / gain on scheme liabilities

2023

€m

15.1

(4.8)

10.3

(4.8)

(0.6)

4.9

2023

€m

0.5

(0.4)

2022

€m

(16.8)

(1.9)

(18.7)

46.9

1.2

29.4

2022

€m

(1.6)

1.1

Net exchange gain / (loss) recognised in the Consolidated Statement of Comprehensive
Income

0.1

(0.5)

Irish Continental Group177

32. Related party transactions

During the financial year, Group entities incurred costs of €0.5 million (2022: €0.2 million) through provision of
administration and accounting services to Irish Ferries Limited Pension Scheme and Irish Ferries (UK) Limited Pension
Scheme, related parties that are not members of the Group. These related parties provide pension benefits to employees of
the Group.

Compensation of key management personnel
The Group’s key management comprise the Board of Directors and senior management having authority and responsibility
for planning, directing and controlling the activities of the Group.

The remuneration of key management, including Directors, during the financial year was as follows:

Short-term benefits

Post-employment benefits

Share-based payment expense

2023

€m

6.1

0.3

2.0

8.4

2022

€m

6.1

0.3

2.2

8.6

Short-term benefits comprise salary, performance pay and other short-term employee benefits.

Post-employment benefits comprise the past and current service cost calculated in accordance with IAS 19 Employee
Benefits.

Share-based payment expense represents the cost charged in respect of equity-settled share-based payments.

The remuneration of Directors and key management is determined by the Remuneration Committee having regard to the
performance of individuals, market trends and the performance of the Group and Company.

Details of the remuneration of the Group’s individual Directors, together with the number of ICG shares owned by them and
their outstanding share options are set out in the Report of the Remuneration Committee (page 101) and the Report of the
Directors (page 111).

Dividends
The Company paid a final dividend in respect of 2022 on 9 June 2023 and an interim dividend in respect of 2023 on 6
October 2023. The total amounts received by key management including Directors in respect of these dividend payments
was €4.7 million (2022: €4.3 million).

Share options
Share options exercised by the Company’s Directors are set out in the Report of the Remuneration Committee (page 105).

Financial Statements2023 Annual Report and Financial Statements178

Notes Forming Part of the Consolidated Financial Statements
Continued

33. Cash flow components

Retirement benefit scheme movements

Retirement benefit obligations – current service cost

Retirement benefit obligations – past service cost

Retirement benefit obligations – payments

Total retirement benefit scheme movements

Repayments of lease liabilities

Lease payments (note 22)

Interest element of lease payments (note 7 & 22)

Capital element of lease payments

Purchases of property, plant and equipment and intangible assets

Purchases of property, plant and equipment (note 12)

Purchases of intangible assets (note 13)

Decrease / (increase) in capital asset prepayments (note 17)

Total purchases of property, plant and equipment and intangible assets

Changes in working capital

Decrease / (increase) in inventories

Decrease / (increase) in receivables

(Decrease) / increase in payables

Total working capital movements

34. Change in financing liabilities

2023

€m

0.8

0.2

(0.4)

0.6

(19.5)

1.5

(18.0)

(50.7)

(0.6)

9.4

(41.9)

1.2

2.0

(1.5)

1.7

The changes in liabilities arising from financing activities during the year ended 31 December 2023 were as follows:

At 1 January 2023

Changes from cash flows

Repayment of borrowings

Lease payments

Interest on lease liabilities

Loan drawdown

Non-cash flow changes

Amortisation

Lease liabilities recognised

Lease remeasurement

Currency adjustment

At 31 December 2023

Bank loans

Loan notes Origination fees

Lease liabilities

€m

118.2

(40.0)

25.6

€m

50.0

€m

(0.5)

0.2

103.8

50.0

(0.3)

€m

42.4

(19.5)

1.5

14.3

(1.8)

0.1

37.0

Bank loans comprise amounts drawn under the revolving credit and amortising facilities The loan notes have bullet
payment terms with repayment due in 2024.

2022

€m

1.7

(0.6)

1.1

(22.3)

1.3

(21.0)

(74.4)

(0.4)

(0.9)

(75.7)

(1.4)

(17.0)

19.6

1.2

Total

€m

210.1

(40.0)

(19.5)

1.5

25.6

0.2

14.3

(1.8)

0.1

190.5

Irish Continental Group179

35. Contingent liabilities

The Group has issued counter indemnities to Allied Irish Banks plc in relation to bonds required by regulatory authorities
and suppliers amounting to €0.6 million (2022: €0.6 million). The Group has classified these as financial guarantee contracts
and are treated as financial instruments (note 23). No claims have been notified to the Group in respect of these contracts.

The Group is a participating employer in the Merchant Navy Officer Pension Fund (MNOPF), a multi-employer defined
benefit pension scheme. The MNOPF is closed to future accrual. Under the rules of the fund, all employers are jointly and
severally liable for any past service deficit of the fund. The last notification from the trustees showed that the Group’s share
of any deficit would be 1.46%. Should other participating employers’ default on their obligations, the Group will be required
to absorb a larger share of the scheme deficit. If the Group were to terminate their obligations to the fund, voluntarily or
otherwise, the Group may incur a statutory debt under Section 75 of the United Kingdom Pensions Act 1995 amended by
the Pensions Act 2004. The calculation of such statutory debt is prescribed in legislation and is on a different basis from
the current deficit calculations. This would likely be a greater amount than the net position included in these financial
statements and the Directors consider that this amount is not quantifiable unless and until such an event occurs.

In the ordinary course of business, the Group is exposed to legal proceedings from various sources including employees,
customers, suppliers and regulatory authorities. It is the opinion of the Directors that losses, if any, arising in connection with
these matters will not be materially in excess of provisions made in the financial statements.

36. Events after the reporting period

The Group agreed a new revolving credit facility with lenders, with a permitted drawing amount of €100.0 million, expiring in
March 2029 as a replacement for the existing revolving credit facility with a maturity date of September 2024.

The Board is proposing a final dividend of 9.93 cent per ordinary share amounting to €16.4 million out of the distributable
reserves of the Company.

There have been no other material events affecting the Group since 31 December 2023.

Financial Statements2023 Annual Report and Financial Statements180

Company Statement of Financial Position
as at 31 December 2023

Assets

Non-current assets

Property, plant and equipment

Intangible assets

Investments in subsidiaries

Retirement benefit surplus

Current assets

Trade and other receivables

Cash and cash equivalents

Total assets

Equity and liabilities

Equity

Share capital

Share premium

Other reserves

Retained earnings

Equity attributable to equity holders

Current liabilities

Trade and other payables

Total liabilities

Total equity and liabilities

Notes

46 iv

2023

€m

2022

€m

133.3

0.2

16.0

1.0

150.5

28.2

15.9

44.1

139.1

0.3

16.5

1.0

156.9

1.4

4.7

6.1

194.6

163.0

10.8

20.9

15.8

142.3

189.8

4.8

11.1

20.5

14.8

111.0

157.4

5.6

194.6

163.0

The Company reported a profit for the financial year ended 31 December 2023 of €78.0 million (2022: €45.7 million).

The financial statements were approved by the Board of Directors on 6 March 2024 and signed on its behalf by:

Eamonn Rothwell
Director

David Ledwidge
Director

Irish Continental GroupCompany Statement of Changes in Equity
For the financial year ended 31 December 2023

Capital

Options

Retained

Capital

Premium

Reserve

Earnings

€m

11.1

€m

20.5

€m

8.5

€m

6.3

Balance at 1 January 2023

Profit for the financial year

Other comprehensive income

Total comprehensive income for the financial
year

Share issue

Share buyback

Dividends

Movement related to share options granted to
employees in subsidiaries (note 41)

Settlement of employee equity plans through
market purchase

Transferred to retained earnings on exercise of
share options

(0.3)

0.4

Transactions with shareholders

(0.3)

0.4

Balance at 31 December 2023

10.8

20.9

2.8

0.3

8.8

181

Total

€m

157.4

78.0

0.1

€m

111.0

78.0

0.1

78.1

(21.4)

(24.4)

0.4

(21.4)

(24.4)

2.8

(3.1)

(2.1)

2.1

0.7

31.3

32.4

7.0

142.3

189.8

Financial Statements2023 Annual Report and Financial Statements182

Company Statement of Changes in Equity
For the financial year ended 31 December 2022

Capital

Options

Retained

Capital

Premium

Reserve

Earnings

€m

11.9

€m

20.4

€m

4.7

€m

140.3

Balance at 1 January 2022

Profit for the financial year

Other comprehensive income

Total comprehensive income for the financial
year

Share issue

Share buyback

Dividends

Employee share-based payments expense

Movement related to share options granted to
employees in subsidiaries (note 41)

Settlement of employee equity plans through
market purchase

Transferred to retained earnings on exercise of
share options

(0.8)

0.1

Transactions with shareholders

(0.8)

0.1

Balance at 31 December 2022

11.1

20.5

€m

7.7

0.8

8.5

Total

€m

185.0

45.7

(0.1)

45.7

(0.1)

45.6

(49.2)

(24.2)

0.1

(49.2)

(24.2)

0.1

2.9

(2.9)

0.1

2.9

(1.4)

1.4

1.6

(29.3)

(27.6)

6.3

111.0

157.4

Irish Continental GroupNotes Forming Parts of the Company Financial Statements

183

37. Company Statement of Accounting Policies

Basis of preparation
The Company Financial Statements of Irish Continental Group plc (the Company) were prepared under the historical cost
convention, in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101). In preparing these
Financial Statements, the Company applies the recognition, measurement and presentation requirements of International
Financial Reporting Standards as adopted by the EU (Adopted IFRSs), but makes amendments where necessary in order to
comply with the Companies Act 2014 and has set out below where advantage of the FRS 101 disclosure exemptions has been
taken.

In these Financial Statements, the Company has applied the exemptions available under FRS 101 in respect of the following
disclosures:

• Presentation of Company Statement of Cash Flows;

• Disclosures in respect of capital management;

• The effects of new but not yet effective IFRSs; and

• Disclosures in respect of the compensation of key management personnel.

As the Consolidated Financial Statements of the Group are prepared in accordance with IFRS as adopted by the EU and
include the equivalent disclosures, the Company has also taken the exemptions under FRS 101 available in respect of the
following disclosures:

• Certain disclosures required by IFRS 2 Share-based Payments and;

• Certain disclosures required by IFRS 13 Fair Value Measurement and the disclosures required by IFRS 7 Financial

Instruments: disclosures.

The accounting policies used in the preparation of the Company Financial Statements are consistent with the accounting
policies used in the preparation of the Consolidated Financial Statements set out in the Summary of Accounting Policies at
note 2. Unless otherwise stated, these have been applied consistently to all periods presented in these Company Financial
Statements. The Financial Statements have been prepared in euro and are rounded to the nearest hundred thousand.

These printed financial statements are non-statutory financial statements having not been prepared in accordance with
Commission Delegated Regulation 2019/818 regarding the single electronic reporting format (ESEF). Other than the addition
of page references these non-statutory financial statements represent a true copy of the human readable layer of the statutory
financial statements which were prepared in accordance with ESEF and are available on the Group’s website.

Accounting policies applying only to the Company Financial Statements
Investments in subsidiaries
Investments in subsidiaries held by the Company are carried at cost less any accumulated impairment losses. Equity-settled
share-based payments granted by the Company to employees of subsidiary companies are accounted for as an increase or
decrease in the carrying value of the investment in subsidiary companies and the share options reserve.

Financial guarantee contracts
Where the Company guarantees the borrowings of subsidiaries it treats these guarantees as financial guarantee contracts and
classifies them as financial instruments. The carrying value of these financial guarantee contracts are initially measured at fair
value and thereafter at the higher of (i) any expected credit loss allowance and (ii) the initial fair value amount recognised less
any cumulative amount recognised in income. The impact of this guarantee is not considered significant and no amounts have
been recognised.

Financial Statements2023 Annual Report and Financial Statements184

Notes Forming Part of the Company Financial Statements
Continued

38. Company profit for the period

The profit attributable to equity shareholders dealt with in the Financial Statements of the Company was €78.0 million
(2022: €45.7 million). In accordance with Section 304 of the Companies Act 2014, the Company is availing of the exemption
from presenting its individual Income Statement to the Annual General Meeting and from filing it with the Registrar of
Companies.

Disclosure of Directors’ remuneration paid in the reporting period ended 31 December 2023 and 2022 as required by Section
305 of the Companies Act 2014, is set out below.

Directors remuneration:

Emoluments

Pension contributions paid – Defined benefit

Pension contributions paid – Defined contribution

Gains from the exercise of options

2023

€’000

2022

€’000

3,367

3,307

1,254

4,653

307

3,674

There were no employees in the Company during the financial year ended 31 December 2023 (2022: nil). Costs of €5.5 million
(2022: €4.6 million) were recharged to the Company from subsidiary companies in relation to management services.

39. Property, plant and equipment

Company

Cost

At 1 January 2022

Additions

At 31 December 2022

Additions

At 31 December 2023

Accumulated depreciation

At 1 January 2022

Depreciation charge for the financial year

At 31 December 2022

Depreciation charge for the financial year

At 31 December 2023

Carrying amount

At 31 December 2023

At 31 December 2022

Assets under

Plant,

Equipment

Land

and

Construction

Vessels

and Vehicles

Buildings

€m

161.2

0.1

161.3

0.1

161.4

16.8

5.7

22.5

5.8

28.3

133.1

138.8

3.6

0.4

4.0

0.2

4.2

3.4

0.3

3.7

0.3

4.0

0.2

0.3

0.1

Total

€m

164.9

0.5

165.4

0.3

165.7

20.3

6.0

26.3

6.1

32.4

133.3

139.1

Irish Continental Group40. Intangible assets

Cost

At 1 January

Additions

At 31 December

Amortisation

At 1 January

Charge for the financial year

At 31 December

Carrying amount

At 31 December

At 1 January

185

2022

€m

10.4

10.0

0.1

10.1

0.3

0.4

2023

€m

10.4

10.1

0.1

10.2

0.2

0.3

The intangible assets included above, all computer software, have finite useful lives of five years, over which the assets are
amortised. Amortisation is on a straight-line basis.

41. Investment in subsidiaries

Investment in subsidiaries at beginning of the financial year

Movement related to share options allocated to employees in subsidiaries

Payments received on exercise of options

Investment in subsidiaries at end of the financial year

The Company’s principal subsidiaries at 31 December 2023 are as follows:

2023

€m

16.5

2.8

(3.3)

16.0

2022

€m

14.4

2.9

(0.8)

16.5

Name of subsidiary

Country of incorporation and operation

Principal activity

Irish Ferries Limited*

Ireland

Ferry operator

Eucon Shipping & Transport Limited*

Ireland

Container shipping services

Irish Continental Line Limited*

Irish Ferries Services Limited*

Ireland

Ship leasing

Administration services

Belfast Container Terminal (BCT)
Limited

Northern Ireland

Container handling

Irish Ferries (U.K.) Limited

United Kingdom

Shipping & forwarding agents

Eurofeeders Limited

United Kingdom

Non-trading

Financial Statements2023 Annual Report and Financial Statements186

Notes Forming Part of the Company Financial Statements
Continued

Name of subsidiary

Country of incorporation and operation

Principal activity

Irish Ferries (U.K.) Services Limited

United Kingdom

Administration services

Zatarga Limited

Isle of Man

Contarga Limited*

Irish Ferries Finance DAC*

Ireland

ICG Shipping (W. B. Yeats) Limited

Ireland

Irish Ferries International Limited*

Ireland

*Companies availing of Companies Act 2014 exemption under S357

Ship leasing

Administration services

Non-trading

Ferry operator

The Company in all instances owns 100 per cent of the issued ordinary share capital and voting rights attaching thereto in
respect of all subsidiary companies.

The registered office for Irish Ferries Limited, Eucon Shipping & Transport Limited, Irish Continental Line Limited, Contarga
Limited, Irish Ferries Services Limited, Irish Ferries Finance DAC, ICG Shipping (W.B. Yeats) Limited, and Irish Ferries
International Limited is Ferryport, Alexandra Road, Dublin 1.

The registered office for Belfast Container Terminal (BCT) Limited is 1 Lanyon Place, The Soloist Building, Belfast BT1 3LP,
Northern Ireland. The registered office for Irish Ferries (U.K.) Limited and Irish Ferries (U.K.) Services Limited is The Plaza Suite
4D, 100 Old Hall Street, Liverpool L3 9QJ, England. The registered office for Eurofeeders Limited is Collins House, Rutland
Square, Edinburgh, Midlothian EH1 2AA, Scotland. The registered office for Zatarga Limited is 2nd Floor, St Mary’s Court, 20
Hill Street, Douglas, Isle of Man, IM1 1EU.

42. Trade and other receivables

Amounts due from subsidiary companies (note 47)

Other receivables

2023

€m

27.9

0.3

28.2

2022

€m

1.1

0.3

1.4

Amounts due from subsidiary companies are repayable on demand. The Company has assessed credit losses as if the
receivable had been demanded at the statement of financial position date. As all amounts are due from subsidiaries which
were in a net asset position at the reporting date, the Company concluded that no allowance for credit losses was required
as it would be immaterial.

43. Share capital

Details of the Company’s equity share capital are set out at note 19 to the Consolidated Financial Statements.

44. Deferred tax liabilities

There are no deferred tax liabilities and assets recognised by the Company during the current and prior reporting periods.
The Company’s taxable income was fully taxable within the Irish tonnage tax system.

The estimated value of deferred tax assets not recognised is €0.1 million (2022: €0.1 million). Deferred tax assets are not
recognised as it is not probable that taxable profits will be available against which deductible temporary differences can be
utilised.

Irish Continental Group45. Trade and other payables

Within 1 year

Amounts due to subsidiary companies (note 47)

Other payables

Other payables include provisions of €0.4 million at 31 December 2023 (2022: €1.2 million).

The amounts owed by the Company to its subsidiaries is represented as follows:

Trading balances

Financing balances

187

2022

€m

3.4

2.2

5.6

2022

€m

3.4

2023

€m

3.1

1.7

4.8

2023

€m

3.1

Trading balances owed to subsidiary companies are subject to normal credit terms. The reduction in financing balances was
due to repayment of loans to a subsidiary which were financed through repayment of amounts owed to the Company by
other subsidiaries (Note 42).

Interest is payable on financing balances at agreed fixed rates comprising funding cost and a margin. The average interest
rate paid on borrowings advanced during the year was 3.23% (2022: 1.83%). There were no financing balances outstanding at
31 December 2023 (2022: €nil).

46. Retirement benefit schemes

i) Company sponsored / Group affiliated schemes
Certain former employees of the Company were members of a defined benefit scheme which is sponsored by another
Group Company, Irish Ferries Limited. The stated policy between the sponsoring entity and the Company does not require
the Company to recognise the net defined benefit in its individual financial statements. Detailed information in respect of
this scheme is given in note 31 to the Consolidated Financial Statements. Other former employees were members of the Ex
Merchant Navy Officers Pension Fund (Ex MNOPF), of which the Company is the sponsoring employer.

The contributory defined benefit schemes sponsored by the Company and the Group companies provide retirement
and death benefits for former employees. The defined benefit schemes provide benefits to members in the form of a
guaranteed level of pension payable for life, the level of the benefits depend on the member’s length of service and salary.
The assets of these schemes are held separately from those of the Company and Group in schemes under the control
of trustees. The trustees are responsible for ensuring the schemes are run in accordance with the applicable trust deeds
and the pension laws of the relevant jurisdiction. The pensions charge and payments in respect of the schemes are in
accordance with the advice of professionally qualified actuaries.

The latest actuarial valuation report for the Ex MNOPF Scheme, which is not available for public inspection, is dated 29
June 2021. The valuation employed for disclosure purposes has been based on the most recent funding valuations for the
schemes adjusted by the independent actuaries to allow for the accrual of liabilities up to 31 December 2023 and to take
account of financial conditions at this date. During the year ended 31 December the obligations to existing pensioners were
exchanged for insurance annuities whereby the insurance company assumed the obligations for payment of the pensioner
benefits. A premium of €1.0 million was paid and a settlement loss of €0.2 million was recognised. The scheme retains
obligations towards a small number of members with deferred benefits.

The present value of the defined benefit obligation, and the related current service cost and past service credit, were
measured using the projected unit credit method and assets have been valued at bid value.

Financial Statements2023 Annual Report and Financial Statements188

Notes Forming Part of the Company Financial Statements
Continued

46. Retirement benefit schemes (continued)

ii) Merchant Navy Officers Pension Fund (MNOPF)
In addition to the pension schemes operated by the Company, certain former employees are members of the MNOPF, an
industry wide multi-employer scheme. The latest actuarial valuation of the scheme, which is available for public inspection,
is dated 31 March 2021 and disclosed a net past service surplus of £55.0 million, equivalent to a gross funding level of
102%. The Company’s share of the MNOPF obligations, as most recently advised by the trustees, is 0.33% (2022: 0.33%).
The obligation valuation in these financial statements at 31 December 2023 is based on the actuarial deficit contribution
demands notified to the Company and which remain outstanding at the reporting date. The last deficit demand received by
the Company was dated May 2013 which has been fully paid.

The share of the overall deficit in the MNOPF apportioned to the Company is €nil at 31 December 2023 (2022: €nil). During
the year the Company made payments of €nil (2022: €nil) to the trustees.

iii) Principal risks and assumptions
The principal risks and assumptions used for the purpose of the actuarial valuations are set out in note 31 (iii) of the
Consolidated Financial Statements.

The Company’s total obligation in respect of the defined benefit schemes is calculated by independent, qualified actuaries,
updated at least annually and totals €nil million at 31 December 2023 (2022: €0.7 million). At 31 December 2023, the
Company also has scheme assets totalling €1.0 million (2022: €1.7 million) giving a net pension surplus of €1.0 million (2022:
€1.0 million). The size of the obligation is sensitive to actuarial assumptions.

iv) Retirement benefit assets and liabilities
The amount recognised in the Statement of Financial Position in respect of the Company’s defined benefit schemes, is as
follows:

Equities

Bonds

Property

Other

Fair value of scheme assets

Present value of scheme liabilities

Surplus in schemes

2023

€m

1.0

2022

€m

1.2

0.3

0.1

1.7

(0.7)

1.0

The retirement benefit scheme sponsored by the Company is in a net surplus position. In addition, the Company’s share of
the deficit in the industry wide scheme, the MNOPF, based on the last actuarial valuation as at 31 March 2021 is €nil (2022:
€nil). The total surplus of €1.0 million (2022: €1.0 million) is shown under non-current assets in the Statement of Financial
Position.

The Company is exposed to a number of actuarial risks, these include demographic assumptions covering mortality and
longevity, and economic assumptions covering price inflation, benefit and salary increases together with the discount rate
used. The size of the scheme assets is also sensitive to asset return levels and the level of contributions from the Company.

Irish Continental Group46. Retirement benefit schemes (continued)

v) Movement in retirement benefit assets
Movements in the fair value of scheme assets in the financial year were as follows:

2023

At beginning of the financial year

Benefits paid

Actuarial gain

At end of the financial year

2022

At beginning of the financial year

Actuarial loss

At end of the financial year

vi) Movement in retirement benefit liabilities
Movements in the present value of defined benefit obligations in the financial year were as follows:

2023

At beginning of the financial year

Benefits paid

Settlement loss

Actuarial gain

At end of the financial year

2022

At beginning of the financial year

Actuarial loss

At end of the financial year

189

€m

1.7

(0.8)

0.1

1.0

2.0

(0.3)

1.7

€m

0.7

(0.8)

0.2

(0.1)

0.9

(0.2)

0.7

The present value of scheme liabilities at the financial year ended 31 December 2023 and 31 December 2022 relate to wholly
funded plans.

vii) Amounts recognised in the Company Income Statement
There were no amounts recognised in the Company Income Statement in respect of defined benefit obligations in the
period (2022: €nil).

The estimated amounts of contributions expected to be paid by the Company to the schemes during 2024 is €nil based on
current funding agreements.

Financial Statements2023 Annual Report and Financial Statements190

Notes Forming Part of the Company Financial Statements
Continued

46. Retirement benefit schemes (continued)

viii) Amounts recognised in the Company Statement of Comprehensive Income
Amounts recognised in the Company Statement of Comprehensive Income in respect of defined benefit obligations are as
follows:

Actuarial gains and losses:

Actual return on scheme assets

Interest income on scheme assets

Return on scheme assets (excluding amounts included in net interest cost)

Remeasurement adjustments on scheme liabilities:

Losses arising from experience adjustments

Gains arising from changes in financial assumptions

Actuarial gain / (loss) recognised in Statement of Comprehensive Income

2023

€m

0.1

0.2

2022

€m

(0.3)

0.2

(0.1)

47. Related party transactions

The Company’s profit for the year includes transactions with subsidiary companies comprising principally comprising of
charter income of €18.6 million (2022: €18.6 million), dividends received of €71.2 million (2022: €38.0 million) and interest
payable of €0.1 million (2022: €0.1 million). Details of loan balances to / from subsidiaries are provided in the Company
Statement of Financial Position in note 45 ‘Trade and other payables’, in note 42 ‘trade and other receivables’ and in the
table below.

The Company has provided Letters of Financial Support for certain of its other subsidiaries.

At 31 December the following amounts were due to or from the Company by its subsidiaries:

Amounts due from subsidiary companies (note 42)

Amounts due to subsidiary companies (note 45)

2023

€m

27.9

(3.1)

24.8

2022

€m

1.1

(3.4)

(2.3)

The amounts outstanding are unsecured and will be settled in cash. No guarantees have been given or received. Certain of
the balances are trading balances and will be settled on normal credit terms. Other balances are repayable on demand.

48. Financial instruments

Where the Company participates in a cross guarantee arrangement acting as guarantor on borrowings advanced by
third parties to its subsidiaries, the guarantee is classified as a financial guarantee contract and is treated as a financial
instrument. These are measured initially at fair value and thereafter at the higher of (i) any expected credit loss allowance
and (ii) the initial fair value amount recognised less any cumulative amount recognised in income. The guaranteed
borrowings have not been secured against any assets of the Company and the significant majority of the Group’s
consolidated earnings and cashflows are generated by the Company’s subsidiaries. The Company has therefore estimated
that the guarantee has a negligible effect on the cost of borrowing by its subsidiaries and therefore initial fair value has been
estimated at €nil. Expected credit losses have also been estimated at €nil.

Irish Continental Group191

49. Contingent liabilities

The Company is a participating employer in the Merchant Navy Officer Pension Fund (MNOPF), a multi-employer defined
benefit pension scheme. The MNOPF is closed to future accrual. Under the rules of the fund all employers are jointly and
severally liable for any past service deficit of the fund. The last notification from the trustees showed that the Company’s
share of any deficit would be 0.47%. Should other participating employers default on their obligations, the Company will
be required to absorb a larger share of the scheme deficit. If the Company were to terminate their obligations to the fund,
voluntarily or otherwise, the Company may incur a statutory debt under Section 75 of the United Kingdom Pensions Act
1995 amended by the Pensions Act 2004. The calculation of such statutory debt is prescribed in legislation and is on a
different basis from the current deficit calculations. This would likely be a greater amount than the net position included in
these financial statements and the Directors consider that this amount is not quantifiable unless and until such an event
occurs.

The Company acts as guarantor to lending arrangements concluded by certain of its subsidiaries. The Group has classified
these arrangements as financial guarantee contracts and are treated as financial instruments (note 48). No claims have
been notified to the Group in respect of these contracts.

The Company has also guaranteed the liabilities and commitments of certain of its Irish subsidiaries for the financial year
ended 31 December 2023 pursuant to the provision of Section 357 of the Companies Act 2014. The Company has treated
these guarantees as a contingent liability until as such time it becomes probable that the Company will be required to make
a payment under the guarantee. The Company has carried out a review based on the latest financial information available
regarding these subsidiaries and assessed that as at 31 December 2023 it was not probable that the Company would be
required to make a payment under any of these guarantees. Details of the Group’s principal subsidiaries have been included
in note 41.

50. Events after the reporting period

The Company together with certain of its subsidiaries agreed a new revolving credit facility with lenders, with a permitted
drawing amount of €100.0 million, expiring in March 2029 as a replacement for the existing revolving credit facility with a
maturity date of September 2024.

The Board is proposing a final dividend of 9.93 cent per ordinary share amounting to €16.4 million out of the distributable
reserves of the Company.

There have been no other material events affecting the Group since 31 December 2023.

51. Approval of financial statements

The Financial Statements were approved by the Board of Directors and authorised for issue on 6 March 2024.

Financial Statements2023 Annual Report and Financial Statements192

Investor Information
Other Information

194
196

INVESTOR
AND OTHER
INFORMATION

Irish Continental Group193

Financial Statements2023 Annual Report and Financial Statements194

Investor Information

ICG Units

An ICG Unit consists of one ordinary share and nil redeemable shares at 31 December 2023 and 31 December 2022. The
shares comprising a unit are not separable for sale or transfer purposes.

The number of redeemable shares comprised in an ICG Unit at any particular time will be displayed on the Irish Continental
Group plc. website www.icg.ie. The redemption of redeemable shares is solely at the discretion of the Directors.

At 6 March 2024, an ICG Unit consisted of one ordinary share and nil redeemable shares.

Payments to shareholders

Shareholders are offered the option of having any distributions paid in euro or sterling and made by way of cheque payment
or electronic transfer. Shareholders should contact the Company’s Registrar for further information.

The Company is obliged to deduct Dividend Withholding Tax (DWT) at a rate of 25% from dividends paid to its shareholders,
unless a shareholder is entitled to an exemption from DWT and has returned a declaration form to the Company's Registrar
claiming such entitlement.

ICG Unit price data (€)

Year ended 31 December 2023

Year ended 31 December 2022

Share listings

High

4.90

4.75

Low

4.20

3.20

Year end

4.33

4.28

ICG Units are quoted on the official lists of both Euronext Dublin and the UK Listing Authority.

ICG's ISIN code is IE00BLP58571.

Investor Relations

Please address investor enquiries to:
Irish Continental Group plc
Ferryport
Alexandra Road
Dublin 1
Telephone: +353 1 607 5628
Email: investorrelations@icg.ie

Irish Continental Group195

Registrar

The Company’s Registrar deals with all administrative queries about the holding of ICG Units.
Shareholders should contact the Registrar in order to:

• Register to receive shareholder information electronically;

• Elect to receive any distributions from the Company by bank transfer; and

• Amalgamate accounts where shareholders have multiple accounts in their name, to avoid duplicate sets of Company

mailings being sent to one shareholder.

The Company’s Registrar is:
Computershare Investor Services (Ireland) Limited
3100 Lake Drive
Citywest Business Campus
Dublin 24
D24 AK82
Telephone: +353 1 447 5483
Fax: +353 1 447 5571
Email: webqueries@computershare.ie

Financial calendar 2024

Announcement of Preliminary Statement of Results to 31 December 2023

7 March 2024

Annual General Meeting

Half year results announcement

Travel discounts for shareholders

9 May 2024

29 August 2024

Registered shareholders of 1,000 or more ICG shares can avail of a discount when travelling with Irish Ferries. The availability
of the discount, the conditions applicable and the level of discount are subject to review and are varied from time to time.
The principal features of the scheme at 6 March 2024 are:

• 20% discount on passenger and car ferry services between Ireland and Britain, and Britain and France;

• 10% discount on passenger and car ferry services between Ireland and France (direct sailings only); and

• 5% discount on Irish Ferries inclusive package holidays (incorporating travel with Irish Ferries).

To qualify for the discount the person travelling must be the registered holder of the shares, book online at www.irishferries.
com, and apply for the discount at the time of booking. The discount is not available in conjunction with any other
discount scheme.

Full details and terms and conditions are available at www.icg.ie. For further information please contact Irish Ferries
Customer Support in Dublin on + 353 1 607 5700 or email shareholders@irishferries.com.

Financial Statements2023 Annual Report and Financial Statements196

Investor Information
Continued

Other information

Registered office

Solicitors

Auditors

Ferryport
Alexandra Road
Dublin 1, Ireland.

A&L Goodbody, Dublin

KPMG
Chartered Accountants, Statutory Audit Firm
1 Stokes Place, St. Stephen’s Green, Dublin 2

Principal bankers

AIB Group plc, Dublin
Bank of Ireland Group plc, Dublin

Stockbrokers

Goodbody Stockbrokers, Dublin

Registrars

Website

Reuters

Bloomberg

ISE Xetra

Computershare Investor Services (Ireland) Limited
3100 Lake Drive
Citywest Business Campus
Dublin 24
D24 AK82

www.icg.ie

info@icg.ie

Euronext Dublin

London Stock Exchange

IR5B_u.I

IR5B

ICG_u.L

ICGC

Irish Continental Group
Irish Continental Group plc,
Ferryport, Alexandra Road, Dublin 1, Ireland.
Tel: +353 1 607 5628
email:
info@icg.ie
Website: www.icg.ie

Irish Ferries,
Ferryport, Alexandra Road, Dublin 1, Ireland.
Tel: +353 1 607 5700
email:
info@irishferries.com
Website: www.irishferries.com

Eucon Shipping & Transport Ltd,
Irish Ferries head office, Breakwater Road South,
Ferryport, Alexandra Road, Dublin 1, Ireland.
Tel: +353 1 607 5555
email:
info@eucon.ie
Website: www.eucon.ie

Dublin Ferryport Terminals,
Container Terminal, Breakwater Road, Dublin 1, Ireland.
Tel: +353 1 607 5700
email:

info@dft.ie

Belfast Container Terminal,
Victoria Terminal 3, West Bank Road,
Belfast BT3 9JL, Northern Ireland.
Tel: +44 7901 825387
email:

info@bcterminal.com

Dublin Ferryport Inland Depot
Cedar Drive, Dublin Airport Logistics Park,
Saint Margarets, Co Dublin, K67 Y6Y8.

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Irish Continental Group plc , Ferryport
Alexandra Road, Dublin 1, Ireland, D01W2F5.