2024 Annual Report &
Financial Statements
THE LEADING
IRISH-BASED
MARITIME
TRANSPORT
GROUP
DRIVING FUTURE
PROFITABLE
AND SUSTAINABLE
GROWTH
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
STRATEGIC REPORT
Our Group at a Glance
4
Financial Highlights
6
Five Year Summary
7
Chairman’s Statement
8
Chief Executive’s Review
12
How We Create Value
16
Key Performance Indicators and Summary of 2024 Results
18
The Ferries Division
24
The Container and Terminal Division
32
Financial Review
36
Sustainability and ESG
40
Risk Management
68
Our Fleet
78
Executive Management Team
80
CORPORATE
GOVERNANCE
The Board
84
Corporate Governance Report
86
Report of the Audit and Risk Committee
99
Report of the Nomination Committee
104
Report of the Remuneration Committee
107
Report of the Directors
127
Directors’ Responsibility Statement
131
FINANCIAL
STATEMENTS
Independent Auditor’s Report
134
Consolidated Income Statement
140
Consolidated Statement of Comprehensive Income
141
Consolidated Statement of Financial Position
142
Consolidated Statement of Changes in Equity
143
Consolidated Statement of Cash Flows
145
Notes to the Financial Statements
146
Company Statement of Financial Position
197
Company Statement of Changes in Equity
198
Notes Forming Parts of the Company Financial Statements
200
INVESTOR AND OTHER
INFORMATION
Investor Information
212
Other Information
214
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.
1
Strategic Report
2024 Annual Report and Financial Statements
STRATEGIC
REPORT
Our Group at a Glance
4
Financial Highlights
6
Five Year Summary
7
Chairman’s Statement
8
Chief Executive’s Review
12
How We Create Value
16
Key Performance Indicators and Summary of 2024 Results
18
The Ferries Division
24
The Container and Terminal Division
32
Financial Review
36
Sustainability and ESG
40
Risk Management
68
Our Fleet
78
Executive Management Team
80
2
Irish Continental Group
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.
3
Strategic Report
2024 Annual Report and Financial Statements
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 three container terminals, Dublin Ferryport
Terminals (DFT), and Belfast Container Terminal (BCT), within the two
main ports on the island of Ireland, and additionally Dublin Ferryport
Inland Depot (DFID).
Our Group at a Glance
Irish Ferries Ropax and
Cruise Ferry Services
Irish Ferries High Speed Ferry
Ports Served By Ferries:
Dublin, Rosslare, Holyhead,
Pembroke, Cherbourg, Dover,
Calais
Group Geographical Coverage
Eucon Routes
Dublin Ferryport Terminals
Dublin Ferryport Inland Depot
Belfast Container Terminal
Ports Served By Container
Ships: Belfast, Dublin, Cork,
Antwerp, Rotterdam
Strategic short sea RoRo
routes operated by Irish
Ferries providing seamless
connections between Ireland,
Britain and Continental Europe
for the 767,200 RoRo units
carried in 2024.
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.
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.
Reliability underpinned by
major investment in tonnage
and maintenance of quality
assets ensuring the high
levels of schedule integrity
demanded by our customers.
4
Irish Continental Group
Estonia
Latvia
Lithuania
Denmark
Sweden
Norway
Romania
Bulgaria
Serbia
Croatia
Italy
Slovenia
Hungary
Austria
Slovakia
Switzerland
Belgium
Czech Rep.
Poland
Germany
France
United
Kingdom
Ireland
Netherlands
Rosslare
Holyhead
Antwerp
Rotterdam
Pembroke
Dover
Cherbourg
Calais
Dublin
Belfast
Cork
Strategically located container
terminals which handled
339,400 container units during
2024 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.
Key contributor to regional
tourism in all countries we offer
services, Irish Ferries carried
3,062,200 passengers and 707,300
cars during 2024 with research
indicating that car tourists stay
longer and travel outside the
main urban centres.
Connected container
transport services provided
by Eucon, transporting 317,800
teu (twenty foot equivalent) in
2024 between Ireland and 20
countries throughout Europe
by sea, road, rail and barge.
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.
5
Strategic Report
2024 Annual Report and Financial Statements
Financial Highlights
Revenue
€603.8m
+5.6%
2023: €572.0m
EBITDA*
€133.5m
+0.7%
2023: €132.6m
Operating profit
€69.1m
+1.0%
2023: €68.4m
Basic earnings per share
36.3c
+0.3%
2023: 36.2c
Adjusted basic earnings per share*
35.5c
2023: 35.5c
Net debt*
€(162.2)m
+12.9%
2023: €(143.7)m
Return on average capital employed*
16.9%
(0.8 pts)
2023: 17.7%
Long-term TSR 1988 to 2024*
14.3%
+0.2 pts
1988 to 2023: 14.1%
*
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 2024 Results.
2024
€603.8m
2023
€572.0m
€69.1m
€68.4m
2024
2023
35.5c
33.5c
2024
2023
16.9%
17.7%
2024
2023
14.3%
14.1%
2024
2023
€133.5m
€132.6m
2024
2023
36.3c
36.2c
2024
2023
€(162.2)m
€(143.7)m
2024
2023
6
Irish Continental Group
2024
2023
2022
2021
2020
€m
€m
€m
€m
€m
Summary extract of Consolidated Income Statement
Revenue
603.8
572.0
584.9
334.5
277.1
Operating expenses and employee benefits expense
(470.3)
(439.4)
(457.7)
(282.2)
(235.0)
Depreciation and amortisation
(64.4)
(64.2)
(60.5)
(52.5)
(41.3)
69.1
68.4
66.7
(0.2)
0.8
Non-trading items 1
-
-
-
-
(11.2)
Interest (net)
(6.9)
(5.1)
(4.2)
(3.9)
(7.6)
Profit / (loss) before taxation
62.2
63.3
62.5
(4.1)
(18.0)
Taxation
(2.3)
(1.7)
(2.7)
(0.8)
(1.0)
Profit / (loss) for the year
59.9
61.6
59.8
(4.9)
(19.0)
EBITDA
133.5
132.6
127.2
52.3
42.1
Per share information:
€cent
€cent
€cent
€cent
€cent
Earnings per share
-Basic
36.3
36.2
33.6
(2.6)
(10.2)
-Adjusted basic 2
35.5
35.5
33.6
(2.7)
(4.3)
Dividend per share (declared)
15.54
14.80
14.09
9.00
-
Shares in issue at year end:
m
m
m
m
m
-At year end
164.6
166.2
170.8
182.8
187.0
-Average during the year
164.8
169.9
177.8
186.7
187.0
Summary extract of Consolidated Statement of Financial Position
€m
€m
€m
€m
€m
Property, plant and equipment, right-of-use and intangible assets
461.0
406.9
405.6
387.3
353.0
Retirement benefit surplus
52.3
39.4
33.6
6.7
1.0
Other assets
125.8
127.0
134.7
117.9
224.9
Total assets
639.1
573.3
573.9
511.9
578.9
Equity capital and reserves
322.3
282.3
260.8
249.7
265.9
Retirement benefit obligation
0.5
0.5
0.4
1.4
2.2
Other non-current liabilities
194.6
71.9
195.8
154.8
141.6
Current liabilities
121.7
218.6
116.9
106.0
169.2
Total equity and liabilities
639.1
573.3
573.9
511.9
578.9
Summary extract of Consolidated Statement of Cash Flows
Net cash inflow from operating activities
131.8
128.6
126.3
57.8
46.1
Net cash (outflow) / inflow from investing activities
(29.2)
(40.2)
(72.7)
(52.7)
7.8
Net cash outflow from financing activities
(107.8)
(80.9)
(52.8)
(117.4)
(14.4)
Cash and cash equivalents at the beginning of the year
46.8
39.0
38.5
150.4
110.9
Effect of foreign exchange rate changes
(0.3)
0.3
(0.3)
0.4
-
Closing cash and cash equivalents
41.3
46.8
39.0
38.5
150.4
€m
€m
€m
€m
€m
Net debt
(162.2)
(143.7)
(171.1)
(142.2)
(88.5)
Times
Times
Times
Times
Times
Net debt / EBITDA 3
0.5x
1.0x
1.2x
2.6x
2.1x
Gearing (net debt as a percentage of shareholders’ funds)
50%
51%
66%
57%
33%
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.
Five Year Summary
7
Strategic Report
2024 Annual Report and Financial Statements
2024 was another year of impressive
growth across all parts of the business.
While disruption in the Port of
Holyhead led to a disappointing end
to the year, it should not overshadow
what was otherwise a successful 2024.
The year has seen further progress and
further growth across both Divisions.
The year saw the signing of two
significant agreements for the Dover
– Calais route, with the agreement
of a space charter with P&O Ferries
on the channel and the signing of
a bareboat charter agreement with
a purchase obligation for the MV
Oscar Wilde. These two agreements
further strengthened our offering to
our customers on the Channel and
gives us the opportunity to continue
our impressive levels of growth in
the Division. The Ferries Division saw
strong volume growth across all our
markets. Significant progress has been
made against our target of getting
back to pre-Covid levels of passenger
traffic. While the Container and
Terminal Division also experienced
strong volume growth, the profitability
of the Division has not yet reached its
previous peak.
The disruption in the Port of Holyhead
in December 2024 has obviously had
a negative impact on our financial
results. When we became aware of
the likely length of closure, we were
able to redeploy our ships to minimise
customer disruption and mitigate
as much as possible our financial
losses. While far from ideal, under
these circumstances we believe we
Chairman’s Statement
CONTINUED GROWTH
TOWARDS A MORE
PROFITABLE AND
SUSTAINABLE
FUTURE
John B. McGuckian,
Chairman
were successful in achieving this with
the assistance of our onboard crews,
port staff and other port authorities.
However, none of this would have been
possible without the flexibility shown
by our customers. We thank them for
that. What the disruption does show is
the critical importance of this route for
trade between Ireland and the UK. The
frequency of service and ease of access
it provides to Ireland’s motorway
network can simply not be replaced by
other alternative routes. While short
term solutions were found, they were
inferior. We welcomed the partial
reopening of the port in January 2025
and look forward to its full reopening in
advance of the peak season.
While we see encouraging signs in the
Container and Terminal Division, it was
another challenging year. However
as noted in the prior year, this is set
against a number of years of record
growth and profitability prior to 2023.
Container volumes in Eucon and lifts
in our terminals grew strongly this
year. The costs associated with this
growth were not fully recovered due
to yield pressures resulting in reduced
profitability for the Division. However,
we do see encouraging signs in the
market and expect a further recovery
in rates, which we stand to benefit
from following our positioning in the
market.
We continued our investment in the
future growth in the Ferries Division
during the year with the introduction
of the Oscar Wilde (formerly the
Spirit of Britain) on the Dover – Calais
8
Irish Continental Group
“As in prior years, I
would like to take this
opportunity to thank
all our colleagues who
made these results
possible.”
route. We entered into a bareboat
charter agreement for the ship with a
purchase obligation. The ship entered
into our service in June 2024, and the
purchase obligation will be completed
in June 2026. The entry of the ship into
service will allow the Group to continue
its growth on the Channel and improve
our offering to customers. The James
Joyce (formerly the Star) was returned
to its owners at the end of January
2025.
We are delighted to announce the
extension of our concession for the
operation of Belfast Container Terminal
for a further six years to 2032. This
further extension is testament to our
operational excellence in terminal
operations and will allow us to build
upon the productive partnership that
we have shared with Belfast Harbour
Commissioners since the concession’s
inception in 2015.
As in prior years, I would like to take this
opportunity to thank all our colleagues
who made these results possible. Our
colleagues, both those on the front line
and those who support them, continue
to ensure the efficient and reliable
operation of our services and allow
us to meet the requirements of our
customers.
Financial Outcome
The overall financial outcome for the
Group was a profit before tax of €62.2
million (2023: €63.3 million) while
operating profit was €69.1 million (2023:
€68.4 million). EBITDA generated was
€133.5 million (2023: €132.6 million) from
total revenues of €603.8 million (2023:
€572.0 million).
In the Ferries Division, EBITDA grew
again versus the prior year to €109.8
million (2023: €106.9 million). The
Division saw increased revenues from
the recovery in our passenger markets,
continued growth in the freight market.
It was however negatively impacted
by the closure of the Port of Holyhead
in December. At a peak time for travel,
this has significantly impacted the
outcome for the year and means the
full year results are not reflective of the
underlying strong performance in the
Ferries Division.
Despite an upturn in volumes during
the year, depressed rates and increased
costs resulted in a reduction in profits
in the Container and Terminal Division.
EBITDA of €23.7 million (2023: €25.7
million) was down on the prior year, but
still well ahead of historical levels pre
2023. We believe we are well positioned
following our strong volume growth to
benefit from the expected upturn in
container rates in 2025.
9
Strategic Report
2024 Annual Report and Financial Statements
2024 has seen the continuation of the
Group’s track record in generating
strong cash flows. The cash flow
generation in the current year
combined with the strength of our
balance sheet, puts us in a prime
position to continue our focus on
shareholder returns and future growth.
Cash generated from operations of
€142.5 million (2023: €136.7 million) for
the year. Capital expenditure of €32.4
million and returns to shareholders
of €33.7 million via a combination of
dividends and share buybacks. Net
debt at year end was €162.2 million
(2023: €143.7 million). Net debt pre
IFRS16 was €55.1 million (2023: €106.7
million).
Strategic Development
The Group has continued to progress a
number of key strategic developments
during the year.
Chairman’s Statement
Continued
by the end of the year. We will now
shift our focus to work with P&O
Ferries, to introduce this initiative for
our passenger customers. When fully
implemented, the agreement will
result in greater flexibility and more
choice for our customers.
Building on our progress over the last
number of years, we continue to place
a significant focus on enhancing our
approach to ESG and sustainability.
This is discussed later in the
Sustainability and ESG Report (pages
40-67), highlights of which include the
significant progress we have made
in further reducing the emissions of
our container terminal operations
following the completion of our current
investment programme in Dublin
Ferryport Terminal in 2023. We are still
on course to achieve a reduction in the
emissions from our container terminal
operations of 70 per cent by 2025.
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.
2024 saw the introduction of maritime
transport into the EU Emissions
Trading System (EU ETS). The maritime
industry is recognised as a hard
to abate sector due to its current
reliance on the burning of marine
“The Group has
continued to progress a
number of key strategic
developments during
the year.”
The Group took delivery of the Oscar
Wilde (previously Spirit of Britain),
which entered service with Irish Ferries
in June 2024. The Oscar Wilde was
built by STX Europe in Finland in 2010,
entering service on the Dover – Calais
route in 2011 with P&O Ferries. The
ship has been acquired for a total
consideration of €89.4 million settled
through a combination of a two-year
charter set at €20,000 per day and a
purchase obligation for €74.8 million at
the end of the charter. The ship offers
our customers enhanced comfort
and increased capacity on the route.
Following an initial 20 month charter,
the vessel James Joyce (ex Star) was
returned to her owners Tallink in
January 2025. The Group had further
charter extension and purchase
options which were not exercised.
The Group’s subsidiary Irish Ferries
signed a space charter agreement
for the Dover – Calais route with P&O
Ferries, allowing for space sharing on
each parties’ vessels encompassing
both freight and passenger traffic. The
initial focus was to introduce the space
sharing for our freight customers. This
was completed and fully operational
10
Irish Continental Group
petroleum based fuels. Therefore, it
is vital that the revenues raised via
the EU ETS surcharges are effectively
invested in the development of
commercially viable alternatives for
the maritime industry. It is unclear
at this time, whether this is the case.
This programme is being phased in
over a period of three years with 40%
of emissions in scope for 2024. From
1 January 2025, 70% of emissions fall
into the scope of the scheme in 2025
and all emissions from 1 January
2026. The future cost associated with
these regulations remain uncertain,
as they will depend on the availability
and demand for EUA carbon credits,
which are set by the EU. To manage
this anticipated increase in costs, the
Group has established transparent ETS
surcharge mechanisms, allowing for
the Group to pass on these additional
costs.
2025 will see the introduction of the
FuelEU regulation. The aim of the
regulation is to further penalise the
use of carbon-intensive fuels. The
Group is continuing to actively explore
ways to reduce emissions through
various projects on its vessels. However,
the limited availability of alternative
fuels at competitive prices remains a
significant challenge for the industry.
ICG would again strongly encourage
the EU and national governments
to reinvest the substantial revenues
generated from these carbon taxes
into research and development, with
the aim of developing alternative fuels
and technologies that are cost-effective
for the maritime industry.
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 86-87).
During the year, I led the annual
evaluation of Board performance,
which was externally facilitated, of
which further details are set out in
the Corporate Governance Report
(page 94). 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
2024 a final dividend of 9.93 cent per
ordinary share for 2023 and an interim
dividend of 5.11 cent per ordinary share
for 2024. Dividends paid during the
year totalled €24.7 million (2023: €24.4
million).
During the year, the Company bought
back a total of 1.9 million shares which
were cancelled. The total consideration
paid for these shares was €9.0 million
(2023: €21.4 million). The Directors are
proposing a final dividend in respect of
2024 of 10.43 cent per share subject to
shareholder approval at the AGM on 8
May 2025, which will be paid on 6 June
2025 to shareholders on the register at
close of business on 16 May 2025.
Outlook
The beginning of 2025 has been
impacted by the prolonged closure of
Holyhead Port. This has obviously had a
detrimental impact on volumes in the
Ferries Division. Despite that, with the
reopening of the port, we have begun
to see a return to a more normalised
market.
In the period from 1 January 2025 to
28 February 2025, Irish Ferries carried
49,300 cars, a decrease of 17.0% over
the same period in the prior year. While
it is a disappointing start to the year,
it is over a seasonally less significant
period for passenger travel and has
been negatively impacted by both the
closure of the Port of Holyhead and the
timing of drydocks. We do not believe
the decline is representative of the
market and have been encouraged by
the recovery in our volumes since the
partial reopening of the port.
Similarly, RoRo volumes have been
negatively impacted by the closure
of the port and drydock timings. Irish
Ferries’ RoRo volumes are down 4.7%
on the same period in the prior year to
112,200 units.
In Eucon, we have seen an
exceptionally strong start to the year
with volumes up 34.0%. This is not
necessarily indicative of the underlying
market but does offer an indication
that we will see strong growth in
our container business in 2025. In
anticipation we have increased our
fleet to seven vessels to accommodate
these increased volumes but it will be
important that we achieve improved
rates to offset the additional cost.
Port lifts have increased by 10.0% in
the year to date, a continuation of the
strong growth we saw in the prior
year. This growth is testament to the
investments we have made to our
terminal in Dublin.
Furthermore, we are delighted
to announce the extension of our
concession for the operation of Belfast
Container Terminal for a further six
years to 2032. This further extension
is testament to our operational
excellence in terminal operations
and will allow us to build upon the
productive partnership that we
have shared with Belfast Harbour
Commissioners since the concession’s
inception in 2015.
John B. McGuckian,
Chairman
2 March 2025
11
Strategic Report
2024 Annual Report and Financial Statements
Key Financial Highlights
EBITDA
€133.5m +0.7%
2023: €132.6m
Operating profit
€69.1m
+1.0%
2023: €68.4m
Return on average capital
employed
16.9%
(0.8pts)
2023: 17.7%
Adjusted basic earnings per
share
35.5c
2023: 35.5c
Free cash flow before strategic
capital expenditure
€115.2m
+7.6%
2023: €107.1m
2024 Performance
2024 was another successful year for
the Group. Volumes growth in both
Divisions were a particular highlight,
with passenger and freight growth
strong in the Ferries Division and
strong volume growth in the Container
and Terminal Division. Dover – Calais
has continued to grow in line with
expectations and we expect this to
continue with the introduction of the
Oscar Wilde onto the route. We have
further strengthened our position
on the Channel with the signing of a
space charter agreement with P&O
Ferries. This agreement materially
increases the level of service we can
provide to our freight customers. It
is our intention to further develop
this partnership with P&O Ferries in
2025 by extending it to our passenger
business. The agreement will provide
our customers with far more choice
and flexibility when using our services
on the Channel. The disruption in
the Port of Holyhead in December
was disappointing. The timing of the
incident was at one of the busiest
times of the year for both freight and
passenger traffic. This incident has
obviously had a financial impact on
the Group. Of greater importance was
the impact it had on our customers at
an important time of the year. I would
like to thank our customers for the
flexibility and patience they showed as
we readjusted our schedule and routes
Chief Executive’s Review
to ensure people and goods could
travel in advance of the Christmas
holidays.
While the end of the year was
disappointing, it should not take away
from what is a record level of revenue
and cash generation for the Group.
The Group made a profit before tax of
€62.2 million (2023: €63.3 million). Net
cash inflow from operating activities
was €131.8 million (2023: €128.6 million)
and the Group maintained a strong
balance sheet.
The performance in the Ferries Division
saw an increase in EBITDA to €109.8
million (2023: €106.9 million). As in
the prior year, this has been primarily
driven by strengthening our position
on the Dover – Calais route and the
strong growth and performance of
duty-free sales. However, the disruption
at the Port of Holyhead had a negative
impact on outturn. Revenue in the
Division increased by 5.1% to €433.5
million (2023: €412.3 million).
Performance in the Container
and Terminal Division was more
challenging during the year, with
improved volume growth offset by a
challenging rate environment. EBITDA
in this Division decreased by 7.9% to
€23.7 million (2023: €25.7 million).
While EBITDA has reduced versus the
prior year, the strong volume growth
A RECORD RESULT
BUT CAPACITY
FOR MORE
Eamonn Rothwell,
Chief Executive Officer
12
Irish Continental Group
in the Division should lead to an
improved rate environment in 2025.
Revenues in the Division increased
by 4.8% to €203.5 million (2023: €194.1
million).
Financial Position
The Group ended the year in a strong
position with equity attributable to
shareholders increasing by €40.0
million to €322.3 million, which
was after total returns made to
shareholders of €33.7 million. Total
dividend payments of €24.7 million
paid with the dividend per share
increasing 5.0% versus 2023. In
addition, the Group bought back 1.9
million shares which were cancelled,
for a total consideration of €9.0 million.
Net debt at year end was €162.2 million
compared to net debt of €143.7 million
in the prior year. This represents a net
debt / EBITDA leverage of 0.5 times
under banking covenant definitions.
Cash generated from operations in the
year was €142.5 million (2023: €136.7
million). This funded strategic capital
expenditure of €15.8 million, dividends
paid of €24.7 million and share
buybacks of €9.0 million. Year end net
debt of €162.2 million comprised gross
borrowings of €96.4 million (2023:
€153.5 million), lease obligations of
€107.1 million (2023: €37.0 million) less
gross cash balances of €41.3 million
(2023: €46.8 million). Lease obligations
relating to right-of-use assets are
excluded for banking covenant
purposes. The material increase in the
lease obligations primarily relates to
the purchase obligation for the Oscar
Wilde.
Strategic Performance
As Chief Executive, a key responsibility
is maintaining our Group’s focus on
future profitable and sustainable
growth. I am confident that this has
been achieved in the last number of
years despite serious challenges such
as the Covid-19 pandemic and the
exit of the United Kingdom from the
European Union. Previous investments,
in particular in our Container and
Terminal Division in Dublin and the
Dover – Calais route, have given us the
required platform for future growth.
The Group took delivery in June 2024 of
the Oscar Wilde cruise ferry which has
been in operation since on the Dover
– Calais route. As already outlined by
the Chairman, the vessel has been
acquired for a total consideration of
€89.4 million through a combination
of a purchase obligation after two
years set at €74.8 million and a two
year charter set at €20,000 per day.
This vessel was built in the same yard
as the MV Ulysses and in our opinion
is of the highest quality. The vessel is
well suited for the Dover – Calais route
ensuring a greater level of efficiency
for our operations on the Channel.
On board, the vessel enhances our
customer offering with a wide selection
of passenger facilities including a Duty
Free shop designed for the Dover –
Calais route.
Further improving the customer
offering and strategic position we now
enjoy on the Channel is the signing
of a space charter agreement with
P&O Ferries. This agreement, already
in place for our freight customers
and planned to be introduced for our
passenger customers in the summer
greatly enhances customer choice due
to greater frequency of service and
flexibility around departure times.
The expansion and modernisation of
our container terminal in Dublin port
was completed during the prior year.
In 2023, we commissioned five new
remote controlled semi-automated
rubber-tyred gantries (RTGs) and
one new ship-to-shore crane. This
represented an investment of €30.4
million in the terminal that has
increased capacity by approximately
20% while at the same time materially
13
Strategic Report
2024 Annual Report and Financial Statements
reducing emissions in the terminal and
helping us towards our Net Zero 2030
goal for terminal operations. We give
an update in our Sustainability and ESG
Report (pages 40-67) on the progress
we have made towards our terminal
Net Zero 2030 goals. The increased
capacity arising out of this investment
has helped volumes grow in the Dublin
terminal by 12.8% in 2024.
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.
“The Group is conscious
that its activities have
an environmental
impact but notes that
reducing that impact
aligns with our overall
strategy.”
Chief Executive’s Review
Continued
The inclusion of marine emissions in
the EU Emissions Trading Scheme
(EU ETS) from 2024 has provided
an opportunity to drive investment
in these alternative fuels. However,
for this potential to be realised, it is
essential that revenues generated
from the EU ETS are reinvested into
the development of commercially
viable sustainable fuels and related
infrastructure.
The regulatory landscape for the
maritime industry continued to evolve
throughout the year, and further
changes are anticipated in 2025. These
developments will be discussed in
detail in our Sustainability and ESG
Report (pages 40-67). Notably, the EU
ETS scheme will be followed in 2025 by
the implementation of FuelEU, which
aims to reduce the carbon intensity of
marine operations. Additionally, the
International Maritime Organization
(IMO) has set a target for net-zero
emissions across the maritime sector
by around 2050, marking a significant
increase in ambition.
At ICG, we fully support these
heightened sustainability targets
but acknowledge the substantial
challenges they present for the
industry. To overcome these challenges
and make meaningful progress,
Strategy and the Environment
The Group recognises the
environmental impact of its
activities, particularly in an industry
acknowledged as one of the most
challenging sectors to decarbonise.
This is largely due to the limited
availability of cost-competitive
alternative fuels suitable for larger
vessels. Currently, over 95% of our Scope
1 emissions are attributable to vessel
operations, highlighting the need for
the development of viable alternative
fuels to achieve meaningful emission
reductions.
14
Irish Continental Group
significant reinvestment of EU ETS
and FuelEU revenues into sustainable
fuel development is imperative. This
investment should prioritise the
establishment of "green corridors,"
such as the Dublin – Holyhead route,
where focused development could
drive significant economies of scale,
benefiting not only our operations
but also contributing to broader
advancements in the maritime
industry.
In our land-based operations, we
have demonstrated ambition and
success in reducing emissions where
viable alternatives are available.
A key achievement has been
the electrification of heavy plant
equipment at Dublin Ferryport
Terminals, including the replacement
of RTGs and ship-to-shore cranes with
electric alternatives, resulting in a
significant reduction in emissions. This
progress positions us well to meet our
net-zero ambitions for the terminal by
2030.
We have also invested considerably
in exhaust gas cleaning systems
(EGCS) across both our ferry and
container fleets. Our commitment
to sustainability is evident
through our investments in EGCS
technology and the electrification
of our container terminal. However,
achieving decarbonisation in marine
operations depends on the continued
reinvestment of EU ETS and FuelEU
revenues into the advancement of
sustainable fuel solutions.
We recognise that our stakeholders
expect us to prioritise environmental
stewardship. Our commitment to
continuous improvement spans all
aspects of our operations, reflecting
our determination to make a positive
impact. Freight transportation remains
crucial to the Irish, UK, and European
economies, and our efforts to green
the maritime industry play a vital role
in advancing a sustainable European
economy amidst the growing
challenges of climate change.
As an island off the northwest coast of
Europe, approximately 90% of Ireland's
trade exports and imports depend
on maritime access. Additionally, we
transport over three million passengers
annually, many of whom contribute
significantly to regional employment
through tourism. While these
economic and social contributions
are substantial, we recognise the
need to balance them against our
environmental footprint, which
remains considerably lower than that
of the airline industry.
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
Despite the slow start to the year, I
am confident in the Group’s ability to
deliver record results again in 2025.
While the ending to 2024 was clearly
disappointing, it should not take
away from a set of record results and
a year of further progress across all
parts of the business. We continue to
see freight customers returning to
the landbridge and we expect this to
continue into 2025. Our investment
and work on the Dover – Calais route is
driving growth and performance and
will continue to do so in to 2025.
While the strong start in our Container
and Terminal Division may not
continue at the same levels for all of
2025, we do expect strong growth in
this Division and increased profitability.
The extension of the long-term
concession for Belfast Container
Terminal proves we are going in the
right direction.
As always, we will continue to seek
out improvement and investment
opportunities through the effective
and conservative management of
capital allocations to ensure our long
term success.
Eamonn Rothwell,
Chief Executive Officer
2 March 2025
15
Strategic Report
2024 Annual Report and Financial Statements
How We Create Value
OUR
PURPOSE
FERRIES
DIVISION
Multipurpose ferry services carrying both passengers and RoRo freight on
strategic short sea routes.
Ireland
Britain
Britain
France
Ireland
France
Operating a fleet of seven to eight ferries
(including one chartered-in)
Capacity to operate up to 37 sailings daily
8 owned LoLo vessels
(6 chartered internally & 2 externally)
Customer type
Freight
+ Haulage
Leisure
Breaks
Revenue
€433.5m
68% of Group *
Capital Employed
€362.3m
84% of Group
EBITDA
€109.8m
82% of Group
*inclusive of inter-segment revenue
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. Introduction
of the Oscar Wilde (ex Spirit of
Britain) onto the route in 2024.
16
Irish Continental Group
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.
CONTAINER &
TERMINAL
DIVISION
Direct container shipping services between Ireland and Continental Europe
together with the operation of container terminals at both Dublin and
Belfast.
Container fleet capacity 8,500 TEU
Strategically located container terminals
Customer type
Freight
+ Haulage
Revenue
€203.5m
32% of Group *
Capital Employed
€68.5m
16% of Group
EBITDA
€23.7m
18% of Group
*inclusive of inter-segment revenue
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 six of its internally
chartered container vessels. These
EGCS reduce the sulphur content
and particular matter of our
emissions.
17
Strategic Report
2024 Annual Report and Financial Statements
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
Description
Benefit of APM
EBITDA
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
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 before strategic capital expenditure
comprises net cash flow from operating activities less
maintenance capital expenditure. Maintenance capital
expenditure comprises capital expenditure excluding
strategic capital expenditure and includes annual overhaul
and repairs and other expenditure undertaken to maintain
the existing level of operations. Strategic capital expenditure
includes investment in assets aligned with Group strategy to
increase capacity, enhance customer experience or improve
operational efficiencies.
Assesses the availability to the
Group of funds for reinvestment or
for return to shareholders.
Net debt
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.
Leverage
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
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.
Measures the Group’s profitability
and the efficiency with which its
capital is employed.
Long-term total
shareholder
return (TSR)
Long-term TSR is the total accumulated return received by a
shareholder (through gross dividends reinvested and share
appreciation) if €100 was invested in ICG shares in 1988.
Measures the Group’s success
in creating long-term value for
shareholders.
Pre-IFRS 16
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.
Measurement of covenants for bank
facility purposes
Key Performance Indicators and Summary of 2024 Results
18
Irish Continental Group
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.
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
2024
€m
2023
€m
Operating profit (EBIT)
69.1
68.4
Depreciation and amortisation (note 9)
64.4
64.2
EBITDA
133.5
132.6
Working capital movements (note 33)
5.3
1.7
Retirement benefit scheme movements (note 33)
0.7
0.6
Share-based payments expense (note 30)
3.6
2.8
Other
(0.6)
(1.0)
Cash generated from operations
142.5
136.7
Interest paid
(8.6)
(5.9)
Tax paid
(2.1)
(2.2)
Maintenance capital expenditure
(16.6)
(21.5)
Free cash flow before strategic capital expenditure
115.2
107.1
Strategic capital expenditure
(15.8)
(21.8)
Free cash flow after strategic capital expenditure
99.4
85.3
Proceeds on disposal of property, plant and equipment
3.2
3.1
Share buybacks
(9.0)
(21.4)
Dividends paid
(24.7)
(24.4)
Settlement of employee equity plans through market purchases
(3.7)
(3.1)
Proceeds on issue of ordinary share capital
0.7
0.4
Net cash flows
65.9
39.9
Opening net debt
(143.7)
(171.1)
Recognition of right-of-use asset lease obligations
(84.4)
(12.5)
Closing net debt
(162.2)
(143.7)
19
Strategic Report
2024 Annual Report and Financial Statements
The following table sets forth the reconciliation from the Group’s ROACE calculation:
ROACE
2024
€m
2023
€m
Equity
322.3
282.3
Net debt
162.2
143.7
Asset under construction (including prepayment deposits)
(1.9)
(0.1)
Retirement benefit obligations
0.5
0.5
483.1
426.4
Retirement benefit surplus
(52.3)
(39.4)
Capital employed
430.8
387.0
Average capital employed
408.9
385.8
Operating profit
69.1
68.4
ROACE
16.9%
17.7%
The following table provides a reconciliation of the Group’s net debt position:
Net debt
2024
€m
2023
€m
Cash and cash equivalents (note 18)
41.3
46.8
Non-current borrowings (note 21)
(89.1)
(41.1)
Current borrowings (note 21)
(7.3)
(112.4)
Non-current lease obligations (note 22)
(99.6)
(25.4)
Current lease obligations (note 22)
(7.5)
(11.6)
Net debt
(162.2)
(143.7)
Key Performance Indicators and Summary of 2024 Results
Continued
20
Irish Continental Group
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 24-35).
Ferries
Container & Terminal
Inter- Segment
Group
2024
2023
2024
2023
2024
2023
2024
2023
Comment
€m
€m
€m
€m
€m
€m
€m
€m
Revenue
433.5
412.3
203.5
194.1
(33.2)
(34.4)
603.8
572.0
EBITDA
1
109.8
106.9
23.7
25.7
-
-
133.5
132.6
Depreciation and
amortisation
(55.4)
(54.8)
(9.0)
(9.4)
-
-
(64.4)
(64.2)
Operating profit (EBIT)
2
54.4
52.1
14.7
16.3
-
-
69.1
68.4
Finance costs (note 7)
(7.3)
(5.1)
(1.2)
(1.4)
-
-
(8.5)
(6.5)
Finance income (note 6)
1.6
1.4
-
-
-
-
1.6
1.4
Profit before tax
48.7
48.4
13.5
14.9
-
-
62.2
63.3
ROACE
3
16.1%
16.5%
20.9%
23.4%
16.9%
17.7%
EPS: (note 11)
EPS Basic
4
36.3
36.2
EPS Adjusted Basic
4
35.5
35.5
Free cash flow
5
115.2
107.1
Comment:
Financial KPIs
1. EBITDA: Group EBITDA for the year increased by 0.7%, to €133.5 million (2023: €132.6 million). The increase in underlying
EBITDA was primarily due to due to increased revenues in the Ferries Division partially offset by a reduction in EBITDA
in the Container and Terminal Division. EBITDA in the Ferries Division increased by 2.7%, to €109.8 million, while the
Container and Terminal Division decreased by 7.8%, to €23.7 million.
2. EBIT: Group EBIT for the year increased to €69.1 million (2023: €68.4 million). The Ferries Division increase in underlying
EBIT was €2.3 million, primarily due to increased revenues following further volume growth for both cars and freight, while
the Container and Terminal Division was €1.6 million lower, as higher volumes were offset by a weak rate environment.
3. ROACE: The Group achieved a return on average capital employed of 16.9% (2023: 17.7%). The Ferries Division achieved a
return on average capital employed of 16.1% (2023: 16.5%) while the Container and Terminal Division achieved 20.9% (2023:
23.4%).
4. EPS: Basic EPS was 36.3 cent compared with 36.2 cent in 2023. Adjusted Basic EPS (before net interest (income) / cost on
defined benefit obligations) was 35.5 cent which was unchanged when compared against the prior year.
5. Free cash flow before strategic capital expenditure: The Group’s free cash flow before strategic capital expenditure was
€115.2 million (2023: €107.1 million). The increase in free cash flow is mainly due to working capital movements as well as
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 96% of scheduled sailings across all services during 2024 (2023: 95%).
21
Strategic Report
2024 Annual Report and Financial Statements
22
Irish Continental Group
23
Strategic Report
2024 Annual Report and Financial Statements
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.
Fleet Summary
Operated by Ferries Division
Vessel
Type
Employment
Ulysses
Cruise ferry
Dublin – Holyhead
Isle of Inishmore
Cruise ferry
Dover – Calais
Isle of Innisfree
Cruise ferry
Rosslare – Pembroke
James Joyce (returned to owners in
2025)
Cruise ferry
Rosslare – Pembroke
Dublin – Holyhead / Cherbourg
Oscar Wilde
Cruise ferry
Dover – Calais
Dublin Swift
High speed ferry
Dublin – Holyhead
W.B. Yeats
Cruise ferry
Dublin – Holyhead / Cherbourg
Isle of Inisheer
Ropax
Dublin – Holyhead
Irish Ferries Ropax and
Cruise Ferry Services
Irish Ferries High Speed Ferry
The ferry services trade under the Irish Ferries brand. Irish
Ferries operates on four routes utilising a fleet of seven to
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.
M50
M1
M2
M3
M4
M7
M50
M50
M50
M50
M50
M50
M50
M11
Dublin Port
Holyhead
Cherbourg
24
Irish Continental Group
France
United
Kingdom
Ireland
Rosslare
Holyhead
Pembroke
Dover
Cherbourg
Calais
Dublin
Chartered out by Ferries Division
Vessel
Type
Employment
Ranger
LoLo container vessel
Charter – Inter-Group
Elbfeeder
LoLo container vessel
Charter – Inter-Group
Elbtrader
LoLo container vessel
Charter – Inter-Group
Thetis D
LoLo container vessel
Charter – 3rd Party
CT Daniel
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
25
Strategic Report
2024 Annual Report and Financial Statements
The Ferries Division
Continued
Ferries Division Key Financial
Highlights
Revenue
€433.5m
+5.1%
2023: €412.3m
EBITDA
€109.8m
+2.7%
2023: €106.9m
Operating profit
€54.4m
+4.4%
2023: €52.1m
ROACE
16.1%
(0.4pts)
2023: 16.5%
2024 Overall Ferries Division
Performance
Revenue in the Division was 5.1% higher
than the previous year at €433.5 million
(2023: €412.3 million). Revenue in the
first half of the year increased by 9.9%
to €197.6 million (2023: €179.8 million),
while in the second half revenue was
marginally ahead of the prior year, at
€235.6 million (2023: €232.5 million).
EBITDA increased to €109.8 million
(2023: €106.9 million) while EBIT was
€54.4 million compared with €52.1
million in 2023.
Fuel costs were €91.6 million (including
ETS costs), a decrease of €1.1 million on
the prior year. The Division achieved
a return on capital employed of 16.1%
(2023: 16.5%).
In total, Irish Ferries operated 13,153
sailings in 2024 (2023: 14,250).
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 1.7% in 2024 to
4,688,000 cars. While encouraging,
this level of car carryings is still 14.0%
behind 2019 levels.
“Irish Ferries’ car
carryings during the
year were increased
over the previous year
by 9.5% to 707,300 cars
(2023: 645,700 cars).”
Irish Ferries’ car carryings during the
year increased over the previous year
by 9.5% to 707,300 cars (2023: 645,700
cars). The increase in carryings versus
2023 levels is primarily due to our
more established presence on the
Dover – Calais route rather than any
further material recovery in the overall
passenger markets.
The total sea passenger market
(i.e. comprising car, coach and foot
passengers on the Republic of Ireland
to UK/France and the Dover Straits)
increased by 1.3% on 2023 to a total of
19.3 million passengers. Irish Ferries’
passenger numbers carried increased
by 10.1% at 3,062,200 (2023: 2,781,700).
The Ferries Division delivered 96% of
scheduled sailings in 2024 compared
with 95% in the previous year across all
services.
Throughout 2024, Irish Ferries
continued to support the brand on
all routes with its brand platform “Sea
Travel Differently” and a new campaign
“Fluent in Ferry” 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
26
Irish Continental Group
focus for marketing and promotions
activity in 2024, alongside support
for our legacy routes. Reflecting the
marketing investment, there was
increased spontaneous awareness
levels for Irish Ferries in both the Irish
and UK markets, particularly in key
regions relevant for the Dover – Calais
service.2
In line with evolving consumer
media consumption patterns, there
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.
The Irish Ferries mobile application
was relaunched for both iOS and
Android operating systems to meet the
growing consumer trend of turning to
smartphones for travel research and by
extension, mobile travel bookings.
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. The Irish
Ferries loyalty programme, the Irish
Ferries Club, continued to grow its
membership base across all routes,
ensuring our customers travelling with
us are accessing 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, with Cotentin Tourism,
Normandy Tourism, Hauts-de-France
and Atout France in France and Visit
Wallonia in Belgium. 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
group within the St. Patrick’s Day
parade on the streets of Dublin.
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 2024 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 17th consecutive time.
- 'Best Ferry Company' awarded by
the Irish Travel Agents Association
for the 13th consecutive time.
• United Kingdom:
- ‘Best Ferry or Fixed Link Operator’
in the Group Leisure & Travel
awards for the 6th consecutive
year. This accolade was particularly
important as we carried
significantly higher volumes of
groups business on the Dover
Calais route in 2024.
1.
(Market figures source: Passenger Shipping
Association and Cruise & Ferry)
2.
(Inclusion in an online nationally
representative omnibus survey carried
out amongst all adults 16+ by a third-party
market research company)
27
Strategic Report
2024 Annual Report and Financial Statements
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). For all on-board sales,
passengers are able to shop online
and reserve items for “click and collect”
once on-board. Our duty-free prices
are 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 2024 onto the Dover
– Calais routes offers a retail space on
board designed specifically for the
short Channel crossing.
The Ferries Division
Continued
RoRo Freight
The RoRo freight market* between
the Republic of Ireland to the UK and
France and the Dover Straits grew
marginally in 2024. The total number of
trucks and trailers increased by 0.2%, to
approximately 4,286,000 units.
route during the year. This vessel
increases our capacity on the route and
is an upgrade in levels of comfort and
service for freight drivers.
In addition, we have entered into a
further agreement with P&O Ferries
that allows Irish Ferries to provide
freight services on the P&O Ferries’
Larne – Cairnryan route. This allows us
to offer our freight customers services
on all three corridors on the Irish Sea.
As always 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. 2024 has seen
the development of a new freight
booking system for our business. This
will be launched in Q1 of 2025 and
will bring our freight customers onto
“Irish Ferries’ freight
carryings, at 767,200
freight units (2023:
724,000 freight units),
increased by 6.0%
versus the prior year.”
Irish Ferries’ freight carryings, at
767,200 freight units (2023: 724,000
freight units), increased by 6.0%
versus the prior year. The increased
carryings over market performance
were primarily driven by further market
presence on the Dover – Calais route.
The freight carryings were negatively
impacted by the disruption in the Port
of Holyhead in December.
Irish Ferries has grown its presence and
customer offering on the Dover – Calais
route with the introduction of a space
charter agreement with P&O Ferries.
This materially increases the frequency
of departures on the route that we can
now offer to our customers. Added to
that is the introduction of the Oscar
Wilde (ex Spirit of Britain) onto the
28
Irish Continental Group
the same platform as the passenger
business. In tandem with the launch
of the new booking engine is a
material refresh and upgrade of www.
irishferriesfreight.com.
We continued our focus on brand
development in 2024, 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 and training
onsite were valuable components in
aiding this development throughout
the year.
*
(Market figures source: Passenger Shipping
Association and Cruise & Ferry)
Chartering
The Group continued to charter a
number of vessels to third parties
during 2024. Overall external charter
revenues were €10.8 million in 2024
(2023: €17.2 million). Of our eight
owned LoLo container vessels, six are
currently chartered to the Group’s
container shipping subsidiary Eucon
on routes between Ireland and the
Continent whilst two are chartered
to third parties. The GNV Allegra
continues on a bareboat hire purchase
agreement with MSC Mediterranean
Shipping Company SA. This bareboat
hire purchase agreement will conclude
in 2025.
Outlook
Despite the slow start to 2025, we
expect it to be a successful year. We
are confident that the strong volume
growth achieved in 2024 will continue
into 2025 due to our increased footprint
in our markets. 2024 was a year of
further investment in both the fleet
with the introduction of the Oscar
Wilde. We expect this investment and
the investments made in prior years to
continue the strong growth trajectory
we have benefited from over the last
number of years.
29
Strategic Report
2024 Annual Report and Financial Statements
30
Irish Continental Group
31
Strategic Report
2024 Annual Report and Financial Statements
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.
Eucon Geographical Coverage
Eucon Routes
Dublin Ferryport Terminals
Dublin Ferryport Inland Depot
Belfast Container Terminal
Ports Served by Container
Ships: Belfast, Dublin, Cork,
Antwerp, Rotterdam
M50
M1
M2
M3
M4
M7
M50
M50
M50
M50
M50
M50
M50
M11
Dublin Port
Dublin Ferryport
Inland Depot
Rotterdam
Antwerp
The Division’s intermodal shipping
line Eucon is the market leader in the
sector, operating a core fleet of six
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 71
and 97 years, covering over 34 acres.
The facilities comprise 480 metres
of berths for container ships, with a
depth of nine to eleven metres. The
facility is equipped with three modern
Liebherr gantry cranes (40 tonne
capacity) and eleven rubber-tyred
gantries (40 tonne capacity). The site
is strategically located within three
kilometres of Dublin city centre and
within one kilometre of the Dublin
Port Tunnel, providing direct access to
32
Irish Continental Group
Estonia
Latvia
Lithuania
Denmark
Sweden
Norway
Romania
Bulgari
Serbia
Croatia
Italy
Slovenia
Hungary
Austria
Slovakia
Switzerland
Belgium
Czech Rep.
Poland
Germany
France
United
Kingdom
Ireland
Netherlands
Antwerp
Rotterdam
Dublin
Belfast
Cork
Ireland’s motorway network. DFT now
operates nine electrically operated
rubber-tyred gantries incorporating
latest technologies to allow for remote
operation. The final commissioning of
these cranes was completed 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 has
increased 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. We are delighted
to announce the extension of our
concession for the operation of Belfast
Container Terminal for a further six
years to 2032. This further extension
is testament to our operational
excellence in terminal operations
and will allow us to build upon the
productive partnership that we
have shared with Belfast Harbour
Commissioners since the concession’s
inception in 2015. 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.
33
Strategic Report
2024 Annual Report and Financial Statements
2024 Overall Container and
Terminal Performance
Revenue in the Division increased to
€203.5 million (2023: €194.1 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
76% (2023: 78%) 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.
The Container and Terminal Division
Continued
Container and Terminal Division
Key Financial Highlights
Revenue
€203.5m
+4.8%
2023: €194.1m
EBITDA
€23.7m
(7.8%)
2023: €25.7m
Operating profit
€14.7m
(9.8%)
2023: €16.3m
ROACE
20.9%
(2.5pts)
2023: 23.4%
EBITDA in the Division decreased
by 7.8% to €23.7 million (2023: €25.7
million) while EBIT fell 9.8% to €14.7
million (2023: €16.3 million).
In Eucon, overall container volumes
shipped increased by 15.4% compared
with the previous year at 317,800 teu
(2023: 275,500 teu). Due to a weak rate
environment, this increase in both
volumes and revenues did not result in
an increase in profitability.
Containers handled at the Group’s
terminals in increased in both Dublin
Ferryport Terminals (DFT) and Belfast
Container Terminal (BCT). DFT’s
volumes increased by 12.8%, while
BCT’s volumes increased by 1.9%.
Overall, terminal lifts increased by 8.6%
to 339,400 (2023: 312,400).
34
Irish Continental Group
“DFT’s volumes
increased by 12.8%,
while BCT’s volumes
increased by 1.9%.
Overall, terminal lifts
increased by 8.6% to
339,400 (2023: 312,400).”
Outlook
We have enjoyed an exceptionally
strong start to the year in Eucon,
with growth in container volumes of
34.0%. While this level of growth is
not representative of a long-term rate,
we are confident that we will benefit
from a continued strong market into
2025. The increased capacity we have
put into our services is a strong vote
of confidence in the recovery of the
container market into Ireland, however,
it is imperative that the recovery in
volumes is matched with a recovery in
the weak rate environment in the prior
year.
Port lifts have increased by 10.0% in
the first two months of 2025. This
continues on from the strong growth
in 2024. We are confident that the
investments we have made in the
Dublin terminal will continue to pay
dividends for the Group. The recent
extension of our concession with
Belfast Harbour Commissioners for
the operation of the Belfast Container
Terminal to 2032 is testament to our
operational excellence in terminal
operations and solidifies our position
as the number one container terminal
operator on the island of Ireland.
35
Strategic Report
2024 Annual Report and Financial Statements
Financial Review
A YEAR OF
STRONG CASH
GENERATION
David Ledwidge,
Chief Financial Officer
“Revenue for the year
amounted to €603.8
million (2023: €572.0
million) while operating
profit was €69.1 million
compared with €68.4
million in 2023.”
Results
Revenue for the year amounted to
€603.8 million (2023: €572.0 million)
while operating profit was €69.1 million
compared with €68.4 million in 2023.
The increase in revenue was driven by
a strong revenue performance in both
Divisions.
Taxation
The tax charge is €2.3 million in 2024
compared with a charge of €1.7 million
in 2023. The corporation tax charge
of €1.8 million (2023: €1.5 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 €0.5 million in 2024
compared to a charge of €0.2 million
in 2023.
Earnings per share
Basic EPS was 36.3 cent in 2024
compared with 36.2 cent in 2023. 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
which was unchanged from the prior
year.
Cash flow and investment
2024 was another year of strong cash
generation. EBITDA for the year was
€133.5 million (2023: €132.6 million).
After adjusting for share based
payment expense of €3.6 million,
pension funding movements of €0.7
million and a €0.6 million decrease
in provisions, cash generated from
operations amounted to €142.5 million
(2023: €136.7 million).
Interest paid was €8.6 million (2023:
€5.9 million) while taxation paid was
€2.1 million (2023: €2.2 million).
Capital expenditure outflows
amounted to €32.4 million (2023: €43.3
million) which included €15.8 million of
strategic capital expenditure. Strategic
capital expenditure included a number
of vessel upgrades carried out during
the year.
Total dividends of €24.7 million were
paid during the year (2023: €24.4
million), €9.0 million (2023: €21.4
million) was expended in buying
back the Group’s equity and €3.7
million expended on the settlement of
employee equity plans.
The above cash flows resulted in a
year-end net debt of €162.2 million
(2023: €143.7 million) net debt, which
comprised gross borrowings of €96.4
million (2023: €153.5 million), lease
obligations of €107.1 million (2023:
€37.0 million) offset by cash balances
of €41.3 million (2023: €46.8 million).
The key net debt / EBITDA ratio was 0.5
times (2023: 1.0 times).
36
Irish Continental Group
interest rate at 31 December 2024
was 3.41% (2023: 2.96%). Debt interest
cover as defined under our banking
covenants to operating cash flows
for the year was 26.0 times (2023: 23.7
times).
Currency management
The Group has determined that the
euro is the presentation 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 168,900 tonnes
in 2024 (2023: 169,100 tonnes). The
average cost per tonne of heavy fuel oil
(HFO) fuel in 2024 was 0.6% lower than
in 2023 while marine gas oil (MGO) was
11.4% 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
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. This agreement will conclude in
2025.
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 2024 amounted to €104.7
million, comprising cash balances of
€41.3 million together with undrawn
committed facilities of €63.4 million
with average maturity of 4.2 years
(2023: 0.8 years). Total drawn facilities of
€97.3 million had a weighted average
maturity of 4.8 years (2023: 1.6 years)
over remaining terms of up to 6 years
(2023: 7 years).
David Ledwidge,
Chief Financial Officer
2 March 2025
Dividend and share buybacks
The Company paid a final dividend in
respect of financial year 2023 of 9.93
cent per ordinary share on 7 June 2024
to shareholders on the register at the
close of business on 17 May 2024. The
Company paid an interim dividend in
respect of financial year 2024 of 5.11c
per ordinary share. The total amount
paid was €24.7 million.
During the year, the Group bought
back 1.9 million shares which were
cancelled. The total consideration paid
for these shares was €9.0 million (2023:
€21.4 million).
Pensions
The Group has three, separately
funded, company-sponsored
defined benefit obligations covering
employees in Ireland, the UK and the
Netherlands. A further Group scheme,
the Ex MNOPF scheme, was wound
up during the year. 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 three company-
sponsored schemes at year end were
€132.0 million (2023: €135.8 million),
while combined pension liabilities were
€80.2 million (2023: €96.9 million). The
total net surplus of all defined benefit
pension schemes at 31 December 2024
was €51.8 million in comparison to a
€38.9 million surplus at 31 December
2023.
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
37
Strategic Report
2024 Annual Report and Financial Statements
38
Irish Continental Group
39
Strategic Report
2024 Annual Report and Financial Statements
Taking Action
Despite the formidable
challenges, we are taking
decisive action as noted in the
environmental section of our
report. Our approach focuses on
reducing emissions, surpassing
regulatory requirements, whilst
ensuring economic viability, in
order to deliver value for our
shareholders.
While carbon-based fuels remain
the primary option for now, the
landscape is evolving rapidly,
with promising advancements
in alternative fuels and efficiency
measures. At ICG, we are actively
exploring these opportunities,
including biofuel trials for our
Fast Craft Dublin Swift. We are
prepared to scale these efforts
as reliable and cost-effective
supplies become available.
In partnership with our ports, we
are assessing the infrastructure
investments required to support
the maritime sector’s transition.
Initiatives like shore power and
alternative power sources will
play a critical role as technologies
mature, enabling retrofits or
replacements for vessels of our
operational scale. For further
details on likely requirements see
our note on Green corridors.
Sustainability and ESG
ENVIRONMENTAL,
SOCIAL AND
GOVERNANCE
REVIEW
Operating Sustainably
Sustainability is about creating a
positive impact on people and the
planet while achieving sustainable
growth and delivering long-term value.
At ICG, this philosophy is central to how
we execute our business strategy. It
means minimising the impact of our
operations on the environment while
striving to achieve ambitious growth
targets.
ICG is a key player in maritime
transportation, connecting Ireland,
the United Kingdom, and Continental
Europe through passenger services,
Roll On/Roll Off freight, and Container
Lift On/Lift Off freight. As a critical
link in the transport chain, we are
acutely aware of the broader economic
importance of our services. While
marine transport remains one of
the most carbon-efficient modes of
transportation, the scale of goods and
passenger movement still generates
emissions that we are committed to
reducing.
We recognise that the maritime
sector, classified as a hard-to-abate
industry, faces unique challenges in its
decarbonisation journey. Chief among
these is the reliance on carbon-based
fuels, which are energy-dense, cost-
effective, and supported by existing
infrastructure but carry a substantial
carbon footprint. Transitioning away
from these fuels requires overcoming
technological, regulatory, and
economic hurdles.
Regulatory Momentum
The maritime industry is undergoing
a transformative shift, driven by
stringent new regulations such as
the inclusion of maritime transport
in the EU Emissions Trading System
(EU ETS) in the current year and the
implementation of FuelEU from
2025. These measures aim to reduce
emissions by making carbon-intensive
activities costlier, thus accelerating
the development of low-carbon
alternatives.
While these regulations pose
challenges, we welcome the clarity and
direction they provide for the industry’s
decarbonisation efforts. They also
enable long-term investment decisions
aligned with global sustainability
goals and offers less chance of market
distortion leading to carbon leakage.
Last year, the International Maritime
Organization (IMO) updated its
strategy on reducing greenhouse
gas emissions from ships, increasing
its decarbonisation ambition to
target net-zero emissions across the
maritime sector by around 2050.
This marks a significant shift from
its 2018 targets. At ICG, our current
targets are based on the IMO’s 2018
framework, and we acknowledge the
enhanced ambition set out in the
2023 strategy. We are in the process of
assessing its implications for our own
decarbonisation pathway. We continue
to support consistent international
regulations as key to addressing this
global challenge, effectively.
Additionally, we are preparing for the
Corporate Sustainability Reporting
Directive (CSRD) and its detailed
reporting requirements.
The Climate Crisis
The past year was marked by record-
breaking climate extremes, with 2024
declared the warmest year on record
by NASA. Rising temperatures have
intensified droughts, wildfires, and
flash floods, impacting both human
and animal habitats and underscoring
the urgent need for action.
40
Irish Continental Group
Engagement with our
stakeholders
Effective stakeholder engagement
is critical to the success of our
sustainability initiatives. At ICG, we
prioritise transparent and collaborative
relationships with our key stakeholders,
including customers, employees,
investors and regulators.
We have initiated a double materiality
assessment, as part of which we have
broadened our engagement with
stakeholders to better understand
How we engage?
Material items
Linkage to SDG’S
Employees
• One-to-one meetings
• Team meetings
• Performance review
process
• Training and development
programmes
• Succession planning
• Employee health, safety and well-
being
• Diversity, Equality and Inclusion.
• Rewards and recognition
• Career development and
opportunities
• Business performance
• Strategic developments
Regulators
• Engagement with
government and state
authorities
• Industry associations
• Audits
• Policy updates/changes
• Economic growth
• Supply chain sustainability
• Environment and climate
• Ongoing global challenges
• Compliance and engagement
Shareholders
• AGM
• Investor meetings
• Update with our analysts
• Publications
• Results/ Performance and forecasts.
• Our strategy
• Sustainability strategy
• Managing risks (including climate
change)
Customers
• Ongoing engagement
through commercial teams
• Customer and industry
conferences and events
• Customer surveys
• Health and safety
• ESG platforms
• Company website
• Social media
• Co-creation and innovation
• 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
• Trade organisations
• Industry conferences
• ESG supplier engagement
platforms
• Contingency supply Arrangements
• Reliability
• Health and safety
• Responsible sourcing
• Cost/ pricing inputs
their expectations. We are currently
examining the results of this
engagement, which will be developed
into our sustainability strategy going
forward.
Internally, we are focusing on
fostering employee awareness of our
sustainability goals as part of building
a culture of shared responsibility.
Externally, we collaborate with industry
associations and academic institutions
to drive innovation and share best
practices across the maritime sector.
By maintaining open lines of
communication and actively
seeking feedback, we ensure that
our sustainability efforts reflect the
priorities of those we serve and partner
with, reinforcing our commitment
to long-term value creation for all
stakeholders.
A summary of our engagement and
key topics covered:
41
Strategic Report
2024 Annual Report and Financial Statements
Sustainability and ESG
Continued
Decarbonising Our Vessel
Operations
The maritime industry is recognised
as one of the most challenging
sectors to decarbonise due to the
scale of operations and the current
lack of widely available alternative
fuels for large vessels. Our vessel
operations represent approximately
95% of our Scope 1 emissions. At
ICG, our decarbonisation strategy
focuses on two key levers: enhancing
fuel efficiency in the short term and
transitioning to alternative fuels in the
long run. These measures will ensure
we meet industry and regulatory
expectations while advancing
sustainability across our fleet.
Enhancing energy efficiency
Enhancing the energy efficiency
of our fleet remains a cornerstone
of our immediate decarbonisation
efforts. Through initiatives like our
Green Voyage Program, we optimise
port operations, navigation, and
speed management to reduce
fuel consumption. Advanced fleet
management software, such
as S-Insight, provides real-time
environmental performance data,
enabling improved operational
decisions. Our engine power
management system enhances vessel
responsiveness through real-time
monitoring and adjustment, while
regular hull maintenance, including
drydocking and the application of
innovative, non-toxic anti-fouling
paints, reduces drag and improves
performance.
In 2024, we also further trialled the
use of biofuels in our ships, marking
an important step toward integrating
sustainable fuels into our operations.
This trial demonstrated a measurable
reduction in emissions and reinforced
the potential for biofuels to play a
larger role in our fleet’s future energy
mix. Biofuels can reduce emissions by
up to 80% compared to conventional
fuel sources, although security of
supply and cost remain significant
issues. We see the use of biofuels
expanding as part of our broader
efforts to lower emissions and improve
environmental performance.
These measures, supported by our
experienced crews and efficient port
operations teams, ensure precision
and efficiency in daily operations,
aligning with international frameworks
like the IMO’s Ship Energy Efficiency
Management Plans (SEEMPs) and
energy efficiency design regulations
(EEDI and EEXI).
Long Term decarbonisation
The transition to green fuels is critical
for long-term decarbonisation.
While challenges persist due to
infrastructure and availability
constraints, we are actively preparing
for the adoption of alternative fuels.
Our fleet modernisation strategy
aims to position us for the adoption
of energy-efficient vessels capable
of operating on alternative fuels as
infrastructure and technology become
viable. Retrofitting existing vessels
for dual-fuel capabilities is an area of
ongoing exploration, contingent on
future developments in fuel availability
and infrastructure readiness.
Additionally, our involvement in green
corridor projects, such as the Dublin-
Holyhead Green Corridor Study,
aims to understand the foundational
infrastructure and partnerships
required to support future transitions.
Green corridors are specific shipping
routes where low- and zero-emission
solutions are prioritised and supported
by enabling infrastructure, policy
frameworks, and collaboration across
the maritime sector. At the same time,
we collaborate with marine technology
innovators to trial emerging
technologies, such as air lubrication
systems that will further improve fleet
efficiency.
Operational Efficiency
Our operational efficiency
strategy is driven by improving
the small (and not so small)
elements of our operations
to ultimately drive greater
optimisation and which
will ultimately decrease our
emissions. This is a lever we can
apply in the short term as the
technologies and the supply
chains for alternative fuels are
being developed.
• Implementing a green voyage
program to optimise factors
like port operations, navigation,
and speed management. We
continuously review all aspects
of our operations for the
cumulative margin impacts.
• We utilise advanced fleet
management software,
S-Insight, for environmental
performance monitoring and
data analytics.
• Real-time vessel performance
monitoring through an
engine power management
system, 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.
Environment
42
Irish Continental Group
ICG is also committed to integrating
cutting-edge solutions into our
operations. For example, we are
experimenting with silicone-based hull
coatings to reduce water resistance
and improving fuel efficiency through
upgraded turbochargers and propeller
blades. Continuous data gathering
under EU MRV (Monitoring, Reporting,
and Verification) and IMO DCS (Data
Collection System) frameworks ensures
transparency in emissions tracking,
enabling us to refine strategies and
measure progress effectively.
By balancing immediate operational
efficiencies with long-term
investments in innovative technologies,
ICG is charting a course toward a more
sustainable future for the shipping
industry.
Collaboration for Sustainability
Addressing the significant challenge
of decarbonising the maritime
industry requires collective action
and innovation. At ICG, collaboration
remains central to our decarbonisation
efforts. We actively engage with
industry stakeholders, regulatory
bodies, and technology partners to
address shared challenges and drive
innovation. We contribute to leading
initiatives such as the Dublin-Holyhead
Green Corridor Study, exploring
the feasibility of zero-emission
shipping routes and alternative
fuel infrastructure. Additionally,
our partnerships with the Smart
Freight Centre and the Clean Cargo
programme support the advancement
of best practices across the sector,
particularly in transparent and
standardised greenhouse gas (GHG)
emissions calculations and reporting
within logistics.
We embed sustainability into our
operations by improving vessel
efficiency, enhancing terminal
facilities, and developing multimodal
transport solutions. Through these
collaborative efforts, we aim to support
the transition to more sustainable
practices, contributing to the ongoing
adaptability of our sector and
minimising environmental impacts.
43
Strategic Report
2024 Annual Report and Financial Statements
Sustainability and ESG
Continued
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
have now developed our reporting
on our scope 3 emissions, which is set
out further below. 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 2024, 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, in
the years to come. We expect these
increased efficiency standards, will be
a significant contributor to achieving
of 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.
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, we will
achieve our targets in due course.
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 remained relatively static year on
year at 38% while our intensity values
for our container vessels has improved
by 12% to 58%, the increase is driven
by increased load factors in 2024
compared to 2023.
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.
Green Corridors: Driving
Decarbonisation in Maritime
Transport
The maritime industry faces a
monumental challenge: decarbonising
an essential sector that underpins
global trade. Green corridors represent
a vital step forward, focusing on
routes where decarbonisation can be
accelerated. By creating the necessary
fuel and electricity infrastructure and
stimulating demand, green corridors
serve as proof-of-concept projects,
demonstrating the viability of large-
scale maritime decarbonisation.
At ICG, we are committed to
developing green corridors as a
pathway to achieving our long-term
decarbonisation strategy. Collaborating
with partners—including competitors,
ports, and specialists—we aim to
transform specific routes into beacons
of sustainable innovation.
RoRo Fleet
Cargo Fleet
100%
100%
58%
62%
Shipping
Achieved
To achieve
Progress towards achievement of our targets
38%
42%
44
Irish Continental Group
“Green corridors
represent a vital step
forward, providing
focused routes where
decarbonisation can be
accelerated.”
The Challenge of Decarbonisation
Decarbonising the maritime sector is
complex due to its reliance on carbon-
intensive fuels and the vast scale of
operations. Key issues include:
• Fuel Infrastructure: Transitioning
to alternative fuels like methanol,
hydrogen, ammonia, requires
extensive infrastructure
development.
• Electricity Infrastructure: Electrifying
operations demands robust grids
capable of handling increased
demand, including shore-side power
facilities and renewable energy
integration and generation.
Building Green Corridors
Our approach focuses on specific
routes where resources can
be concentrated to facilitate
decarbonisation. By addressing fuel
and electricity infrastructure needs, we:
• Build and enhance critical
infrastructure.
• Stimulate demand for alternative
fuels.
• Develop resilient systems supporting
long-term sustainability.
These efforts align with ICG’s vision
of achieving significant reductions in
its own emissions, as we have set out
in the environmental section of this
report.
Collaborating for Success
Creating a green corridor requires
collaboration at every level. We have
partnered with our local ports, our
competitors and specialists to:
• Address technical and logistical
barriers.
• Advocate for supportive policies and
regulations.
• Ensure the availability of alternative
fuels and renewable energy sources.
One such collaboration is the Dublin-
Holyhead Green Corridor Study.
Supported by the International
Green Corridor Fund, this initiative
explores the feasibility of establishing
a zero-emission shipping route
between Dublin and Holyhead. The
study evaluates e-methanol as a
fuel option, alongside other low-
carbon alternatives, and assesses
infrastructure needs and economic
impacts. If successful, this corridor
will serve as the first zero-emission
route between the UK and Ireland,
advancing ICG’s decarbonisation goals.
The Scale of the Opportunity
Decarbonising a single route
represents a significant achievement,
showcasing the potential of sustainable
transformation. By focusing on green
corridors, we:
• Build momentum for broader
adoption of sustainable practices.
• Inspire confidence among
stakeholders, including customers
and governments.
The Role of Government Investment
Developing green corridor
infrastructure requires significant
investment. While private sector
contributions are crucial, government
support is vital to:
• Fund large-scale projects.
• Establish policy frameworks that
incentivise decarbonisation.
• Drive innovation through research
and development grants.
Resilient Infrastructure: A Legacy for
the Future
Green corridors are a foundation for
resilient infrastructure that supports
future challenges. By prioritising
scalability and adaptability, we aim to:
• Support evolving technologies and
energy sources.
• Strengthen the overall resilience of
the maritime sector.
Green corridors offer a transformative
opportunity to decarbonise the
maritime industry. At ICG, we are
committed to leading this effort
through partnerships and investments.
Our participation in initiatives like
the Dublin-Holyhead Green Corridor
Study underscores our dedication to
achieving long-term sustainability.
With collective support, including
significant government investment, we
can pave the way for a cleaner, greener
future for maritime transport.
45
Strategic Report
2024 Annual Report and Financial Statements
Sustainability and ESG
Continued
Decarbonising our Terminal
Operations
We have set an ambitious carbon
reduction goal for our container
terminals of achieving a Net Zero
Scope 1 and 2 operations by 2030 and
achieving a 70% reduction in emissions
by 2025.
As part of the strategy to achieving
these ambitious targets, we have
undertaken significant investment in
our terminal business of over €30.4
million over the last few years. This
investment has been focused on the
electrification of our heavy equipment
predominantly our container lifting
cranes and the underlying electric
infrastructure. 80% of our heavy
equipment is now electrified and
powered by renewable energy saving
over 1,400 tonnes of carbon a year.
New modern cranes
Our new modern cranes are
designed for continuous
operation in all but the most
extreme weather conditions,
enhancing reliability and
represent a significant step
toward our Net Zero 2030 goal for
our terminal operations. 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.
Having achieved this milestone, our
focus has now 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.
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 vehicles
feature systems that are estimated to
reduce NOx and Particulate matter
by up to 93% from earlier vehicle
types. When investing in these new
vehicles, 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 and this
year we were able to trial a battery-
operated yard tractor for the first time,
while ultimately given our current
configuration, it was not an immediate
fit. It represents an incredibly
encouraging milestone when looking
at the long-term development of zero
emissions technologies being deployed
within our terminals.
As an intermediate step to reduce our
emissions from our yard vehicles, we
are trialling the use of HVO/Biofuels
which would further reduce our
emissions by up to 80+% depending
on the blend being deployed. There
are some barriers to deployment being
cost and operational considerations
with the vehicles themselves. For
our smaller transportation vehicles,
we have been reducing our carbon
footprint by replacing diesel-powered
vehicles with battery-powered ones
and investing in electric charging
infrastructure. Company cars are being
replaced with electric and hybrid
models in line with replacement cycles
with electric charging infrastructure
available onsite. Other initiatives
include investment in solar panels and
Led lighting systems.
Supporting our customers
We are also looking to see how we can
support our customer’s ships utilising
our terminal, for example in supporting
the deployment of onshore power in
collaboration with relevant harbour
authorities over the coming years.
The wider grid capacity continues
to be a significant bottleneck to this
development in the short to medium
term.
These will be multiyear projects
that will require the collaboration of
various stakeholders including the
port authorities, the government,
the electric supply companies given
the infrastructure required and our
customers.
Targets
For our terminal operations we have
set the following ambitious targets:
• 70 percent reduction in Scope 1 and
2 emissions by 2025.
• Net zero Scope 1 and 2 operations by
2030.
Terminals Decarbonisation plan
progress
On our terminal 2025 reduction targets.
we have achieved approx. 62% of the
target required to date, 10% of which
was achieved during 2024. 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.
46
Irish Continental Group
Total Global Emissions:
In 2024, we set out our scope 3
emissions data for the first time.
During 2024, we completed a GHG
foot printing exercise on our historical
data with the aid of our consultants.
These results were then certified to
ensure accuracy. We then used this
methodology to calculate our 2024
metrics. In line with other shipping
companies, our scope 1 emission are
Progress towards achievement of our targets
Achieved
2030 Target
2025 Target
Terminals
To achieve
100%
100%
62%
57%
43%
38%
2022 (t CO2e)
2023 (t CO2e)
2024 (t CO2e)
Scope 3
228,140
221,361
208,627
Scope 2
128
104
178
Scope 1
521,971
547,215
551,016
521,971
547,215
551,016
128
104
178
228,140
221,361
208,627
ICG Carbon Footprint
Scope 3: Equates to 27% of total emssions:
- Other fuel- and energy-related activities - 60%
- Purchased goods & services - 18%
- Capital Goods - 14%
- Others - 8%
Scope 2: Equates to 0% of total emissions:
Our market based scope 2 emissions are
negible. This is primarily due to our use of
renewable electricity at our terminals.
Scope 1: Equates to 73% of total emissions:
- Over 95% of our scope 1 emmissions now
originate from our ships.
Our Multimodal approach
Passenger Sail and Rail
We are delighted to have partnered
with rail services in Ireland, the UK and
France to offer sail and rail 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 Europe via our
Irish/ French routes. Last year, there
were over 20,000 tickets sold.
over 70% of our total emissions, which
further validates our prioritising of
our scope 1 emission sources to date.
We have set out our actions to reduce
these emissions and the potential
difficulties to do so over the long term,
above.
On a total basis our emissions have
decreased by approx. 1% (or 9,000 t
Co2e) primarily due to changes in the
fleet configuration. In the short term,
we will continue to monitor our scope
3 emissions, and we will continue
to work with our suppliers to both
improve the accuracy of our reporting
and collaborate on ways to reduce our
emissions going forward.
Ferries and trains are highly energy-
efficient compared to air travel,
emitting just a fraction of CO2 per
tonne-km.
Container Business
At Eucon, we recognise the critical role
container transport plays in reducing
carbon emissions and supporting
sustainable supply chains. Our fast,
direct container service between
Rotterdam and Dublin ensures that
perishable and urgent consignments
reach the market swiftly, minimising
both transit times and emissions.
47
Strategic Report
2024 Annual Report and Financial Statements
Sustainability and ESG
Continued
Operating between Ireland, and
countries across the European
continent, our door-to-door container
services leverage the extensive
European road, rail, and inland
waterway networks through the hub
ports of Rotterdam and Antwerp. By
offering multimodal delivery options,
including rail and barge, we enable
our customers to significantly lower
their carbon footprint compared to
traditional road transport.
In mainland Europe, our flexibility in
delivery methods means we can tailor
solutions that prioritise sustainability
without compromising efficiency. Our
modern container fleet is designed
to optimise capacity and speed while
reducing fuel consumption wherever
possible.
In Ireland, while delivery options
remain more constrained, we are
actively exploring greener alternatives
to support decarbonisation. Our
commitment to sustainability drives us
to continuously evaluate and innovate
in our operations, ensuring that we
provide solutions aligned with our
customers’ environmental goals.
Our customers benefit not only from
reliable and efficient transport but
also from significant opportunities to
reduce their environmental impact
and align with their sustainability
objectives.
Responsible consumption
At ICG we are committed to
minimising waste, conserving
resources, preventing pollution, and
protecting biodiversity. Given the
nature of our operations, safeguarding
marine life remains a top priority. We
work tirelessly to prevent spills and
accidental releases, addressing any
incidents swiftly and effectively to
mitigate their impact.
Zero Tolerance for Illegal Waste
Dumping
We uphold a strict zero-tolerance
policy for illegal waste dumping at
sea. Our vessels leverage high-quality
port reception facilities, and we
collaborate with ISO-certified waste
management partners to ensure
responsible collection and treatment
of waste generated both at sea and
on land. All our vessels are equipped
with advanced oil recovery systems
to recycle spent oils, and we conduct
regular inspections of our partners’
facilities to ensure compliance with
waste treatment protocols.
Environmentally Safe Practices
Our commitment to minimising
harmful impacts on the marine
environment includes using
specialised, TBT-free, MARPOL-
compliant, non-toxic paints to reduce
the release of pollutants. Additionally,
all our vessels hold an Inventory of
Hazardous Materials (IHM) certificate,
demonstrating our dedication to
controlling hazardous substances
onboard. We fully comply with the EU
Ship Recycling Regulation (SRR) and
the Hong Kong Convention (HKC) for
environmentally sound ship recycling.
Circular Economy Contributions
At our Dublin offices, we partner
with waste management experts
who employ Solid Recovered Fuel
(SRF) and Refuse Derived Fuel (RDF)
processes. These methods recover
and recycle metals and process waste
for alternative fuel and electricity
production, reducing landfill usage
and contributing to the circular
economy. Food and garbage waste
from our vessels is incinerated ashore
for biosecurity reasons, further aligning
with sustainable practices.
Minimising Plastics and Pollution
As part of the UK Chamber of Shipping
pledge, we continuously work to
minimise shipborne waste and
eliminate plastics entering the sea.
Reflecting this commitment, we have
removed all single-use plastics from
our vessels, supporting global efforts to
combat marine pollution.
Promoting Awareness and
Accountability
To ensure the success of our waste
management initiatives, each
department and crew has designated
waste management champions. These
individuals oversee compliance with
waste segregation procedures, conduct
regular checks at segregation areas,
and promote awareness of responsible
consumption practices.
Through these collective efforts, we
strive to minimise our environmental
footprint while upholding our
dedication to responsible resource
consumption and marine protection.
Water Conservation and
Management
At ICG, we strive to optimise
water use across our operations,
ensuring sustainable practices
while minimising environmental
impact. Although we do not
operate in areas of high-water
stress, as identified by the World
Resources Institute Aqueduct
tool, we remain focused on
conserving water resources and
improving efficiency wherever
possible. We have set out water
volumes consumed within our
environmental data tables.
48
Irish Continental Group
Potable Water Use
Potable water is sourced from certified
suppliers and stored onboard under
certified sanitary conditions. For vessels
equipped with desalination systems,
we produce potable water directly
from seawater, reducing reliance on
external supply chains. Routine water
quality testing ensures that all water—
whether sourced or produced—meets
our stringent quality standards.
To conserve this vital resource, we
utilise flow controllers to minimise
consumption. Where regulations
permit, seawater is used for non-
potable purposes, treated as necessary
before being safely discharged back
into the sea.
Water Recycling Initiatives
At our Dublin Inland Port facility,
one of the most water-intensive
locations in our terminals business,
we have implemented an innovative
container wash water recycling
system. This technology reduces
freshwater consumption by up to 90%,
transforming used and contaminated
wash water into clean, reusable water
through biological and separation
processes.
Ballast Water Management
Ballast water management is critical
for maintaining vessel stability
and safety, but its discharge can
introduce invasive marine species
and disrupt ecosystems. Our
short-haul routes within the same
body of water significantly reduce
these risks compared to long-haul,
intercontinental operations.
To further safeguard the marine
environment, we have invested
in Ballast Water Treatment Tank
installation projects across our fleet.
These systems treat ballast water to
minimise environmental risks.
Additionally, vessels like the Dublin
Swift and the Isle of Innisfree either
do not use ballast water or rely solely
on internal tanks, completely avoiding
external ballast water discharge risks.
Waste Management
We continue to focus on
minimising waste, recycling
materials where possible, we
do this through continuous
collaboration with ship managers
and waste management partners
across our office locations and
served ports, we implement
best practices to optimise waste
management processes and
minimise environmental impact.
Sustainable Crew Uniforms
For several years, we have
equipped our crew with uniforms
made from 95% recycled
polyester derived from plastic
bottles. This initiative not only
underscores our commitment
to sustainability but also
prevents plastic waste from
reaching oceans and landfills.
By purchasing approximately
2,288 of these garments in
2024 alone, we recycled the
equivalent of 41,200 plastic
bottles. This long-standing
programme demonstrates
our dedication to integrating
environmental responsibility into
our procurement practices.
By embracing these advanced
technologies around our Ballast
Water Management, we are reducing
our environmental footprint while
supporting global efforts to protect
water resources and marine
biodiversity.
Sustainable Materials in Container
Design
By 31 December 2024, approximately
25% of the Group’s container fleet -
1,273 containers - featured bamboo
flooring. Bamboo is a renewable
resource that regenerates from its
roots, offering a more sustainable
alternative to hardwood trees due to
its rapid growth and self-renewing
properties.
Containerised Provisioning
To further reduce our environmental
footprint, we have minimised the
number of deliveries to our vessels
by using containerised provisioning.
This approach reduces packaging
waste and transportation emissions,
contributing to more sustainable
operations.
Embracing the Circular economy
The transition to a circular economy in
Europe offers significant opportunities
for ICG to contribute meaningfully
to sustainable value chains. As a key
logistics partner, we play a vital role in
transporting recyclable materials to
leading recycling facilities across the
continent, where they are transformed
into reusable resources.
Currently, we transport approximately
9,500 twenty-foot equivalent
units (TEU) of recyclable materials
annually from Ireland to advanced
recycling facilities in Europe. This
effort highlights our commitment to
enabling the repurposing of materials,
reducing waste, and supporting the
principles of a circular economy.
We view this as just the beginning.
ICG is dedicated to identifying new
opportunities to expand our role in
this essential movement, helping to
close the loop and contribute to a more
sustainable future.
49
Strategic Report
2024 Annual Report and Financial Statements
Sustainability and ESG
Continued
Noise Management and
Environmental Stewardship
At ICG, we are committed to
minimising our environmental
footprint, which includes addressing
the acoustic environment within the
ports of our transport network. We
understand the impact that noise
can have on local communities and
prioritise proactive measures to
reduce disturbances while fostering
harmonious relationships with our
neighbours. To ensure the safety of
our staff and minimise disruptions to
the broader community, we equip our
operational vehicles with state-of-the-
art alarm technologies designed to
dissipate noise effectively. Our RTGs
(Rubber-Tyred Gantry Cranes) are
engineered to use “soft” container
landing procedures, further reducing
operational noise.
We regularly monitor these noise
emissions to ensure adherence to
local environmental guidelines.
Within Dublin Port, external noise
monitors are deployed to track
activity and provide actionable data.
This proactive approach helps us
maintain compliance with established
noise regulations while contributing
to a quieter and more pleasant
soundscape. Over the past four years,
no noise complaints have been
registered in relation to our activities.
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. This project has
received funding from the European
Union’s Horizon Europe research
and innovation programme.
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.
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.
50
Irish Continental Group
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 are set out below.
Governance
Climate-related risks and opportunities
are managed and are 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
and we ensure that climate risks and
opportunities are at the forefront of
day-to-day activities and operations.
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. We
have set out further details of how
climate risks and our risk management
process interact, in our risk report.
Management provides regular updates
to the board on the wider sustainability
agenda including climate risks and
opportunities periodically throughout
the year.
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 68-77). 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
Metrics and Targets
Physical Risks
Extreme weather events
Decreased schedule integrity,
asset damage, increased costs
Schedule integrity,
Gross margin
Biodiversity loss
Increased cost of goods due to
shortages
Gross margin
Transition Risks
Carbon emission allowances
Increased costs to maintain
service levels
Gross margin
Meeting EEXI/EEDI requirements
Asset devaluation, additional
capital investment
EEXI Ratings
Failure of carbon reducing
investments
Increased costs due to higher
carbon intensity
Gross margins
Poor ESG ratings
Increase financing costs due
to limited debt options
Achieved ESG
Rating
Transition Risks
Unavailable debt financing for
capital projects
Increased financing costs
Interest cover
Opportunities
Investment in fuel-efficient capital
assets
Cost reduction, reduced
emissions
GHG Emissions,
Gross margin
Opportunities
Market leadership and operational
excellence
Increased revenues and profits
Gross margin
51
Strategic Report
2024 Annual Report and Financial Statements
Sustainability and ESG
Continued
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.
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.
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.
Recommended
Disclosures
(a) Describe the board’s
oversight of climate-related
risks and opportunities.
Refer to
Task Force on Climate-
Related Financial
Disclosures (pages 51-52)
Managing Climate Change
Risks (pages 70-71)
Group Strategy and
Corporate Governance
(pages 88-89)
(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 (pages 51-52)
Managing Climate Change
Risks (pages 70-71)
(a) Describe the
organisation’s processes for
identifying and assessing
climate-related risks
Refer to
Task Force on Climate-
Related Financial
Disclosures (pages 51-52)
Managing Climate Change
Risks (pages 70-71)
(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 (pages 51-52)
Managing Climate
Change Risks (pages
70-71)
(b) Describe
management’s role in
assessing and managing
climate-related risks and
opportunities.
Refer to
Managing Climate Change
Risks (pages 70-71)
(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 (pages 51-52)
Managing Climate Change
Risks (pages 70-71)
(b) Describe the
organisation’s processes for
managing climate-related
risks.
Refer to
Managing Climate Change
Risks (pages 70-71)
(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 (pages 51-52)
Environmental Data
(pages 56-60)
(c) Describe the resilience
of the organisation’s
strategy, taking into
consideration different
climate-related scenarios,
including a 2°C or lower
scenario.
Refer to
Task Force on Climate-
Related Financial
Disclosures (pages 51-52)
Managing Climate Change
Risks (pages 70-71)
(c) Describe how processes
for identifying, assessing,
and managing climate-
related risks are integrated
into the organisation’s
overall risk management.
Refer to
Risk Management (pages
68-77)
Managing Climate Change
Risks (pages 70-71)
(c) Describe the
targets used by the
organisation to manage
climate-related risks
and opportunities and
performance against
targets.
Refer to
Metrics and targets
(pages 44 and 47)
52
Irish Continental Group
EU Taxonomy
Background
General
The Taxonomy is a classification system for the financial market based on Regulation (EU) 2020/852, listing economic
activities sustainable in terms of climate and the environment. 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. 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 is included in the list, recognising its importance
to wider economy and its potential impact on the environment. The Group has voluntarily applied certain aspects of the
requirements of the EU Taxonomy Regulation and provided a subset of the necessary disclosures that the regulation
requires.
Taxonomy Reporting
The EU defines six main environmental objectives against which the company’s different economic activities are assessed.
These environmental objectives are:
(a) climate change mitigation,
(b) climate change adaptation,
(c) sustainable use and protection of water and marine resources,
(d) transition to a circular economy,
(e) pollution prevention and control, and
(f) 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 business activities are
included on the taxonomy list or not. Those activities that meet the description on the list are deemed to be eligible.
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. A taxonomy aligned economic activity is an
economic activity that meets all of the following requirements:
- The economic activity contributes substantially to one or more of the environmental objectives (Substantial
Contribution)
- It does not significantly harm any of the other environmental objectives pursuant to Art. 17 of the taxonomy regulation
(Do no significant harm)
- It is carried out in compliance with the minimum safeguards as per Art 18 of the taxonomy regulation, which are
intended to ensure that an economic activity can only be considered sustainable if it also meets the international
human rights standards. In addition to respect for human rights (including labour rights) the minimum safeguards also
cover bribery and corruption, taxation and fair competition.
3. This analysis is then disclosed in KPI form based on the template provided by the regulation.
As the reporting practice develops and expands, we will review and update the reporting of taxonomy-eligible KPIs and
related accounting policies accordingly.
53
Strategic Report
2024 Annual Report and Financial Statements
Sustainability and ESG
Continued
Our Economic Activities
We examined the relevant taxonomy-eligible economic activities under the Delegated Regulation on the basis of our
activities. ICG core businesses are the transportation of people and goods on our Ro- pax ferries and container ships on
our designated routes. 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.
These business activities align to activity 6.10 Sea and coastal Freight including passenger activity in relation to the
environmental objective of “climate mitigation”. Based on analysis of economic activity under the EU taxonomy, we did
not identify any activities that specifically address the environmental goal of climate adaptation. In order to avoid double
counting, the activities are also not considered taxonomy- eligible for this environmental objective.
None of the groups 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:
Economic Activity
Climate Change
Mitigation
Climate Change
Adaption
Protection
of water
and marine
resources
Circular
Economy
Pollution
Prevention
Restoration of
Biodiversity
6.10 Sea and coastal
freight including
passenger activity
Yes
No
N/a
N/a
N/a
N/a
Taxonomy Disclosures
Activity
Total ‘M
Proportion Taxonomy
eligible
Proportion Taxonomy
non eligible
Proportion Taxonomy
Aligned
Proportion Taxonomy
Non Aligned
6.10 Sea and coastal freight including passenger activity
Turnover
603.8
100%
0%
0%
100%
Capex
115.1
100%
0%
0%
100%
Op ex
534.7
100%
0%
0%
100%
Turnover KPI
The total turnover of €603.8 million for the financial year ending 31 December 2024 is the basis for the denominator for the
turnover KPI as presented in the Consolidated Income Statement (page 140).
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.
54
Irish Continental Group
Assessment of Aligned Activities
We have assessed the substantial contribution criteria for both the climate change mitigation criteria and the adaptation
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. From an adaption
perspective, we do not meet the technical criteria associated with the substantial contribution criteria, as a business, we
operate with a number of key stakeholders and the development of robust physical adaptation solutions given the low-level
nature of the ports is challenging.
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 €115.1 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 is 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
Turnover consists of Total operating revenues. See Consolidated Income Statement (page 140) 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 & 14 of the Consolidated financial statements.
Opex
Opex consists of Total operating expenses. See Consolidated Income Statement (page 140) of our Annual Report. The
associated critical accounting policies are set out in Note 2 of our Annual Report.
55
Strategic Report
2024 Annual Report and Financial Statements
Sustainability and ESG
Continued
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 2024.
Environmental Data
Shipping Operations
Topic
Relevant Metric
2024
2023
2022
Unit of measure
SASB Reference
Greenhouse
gas emissions
Gross global
Scope 1 shipping
emissions
548,214
544,663
519,082
Metric tons
(t) CO2-e
TR-MT-110a.1
Total energy
consumed
6,959,303
6,960,046
6,665,199
Gigajoules
(GJ)
TR-MT-110a.3
Percentage heavy
fuel oil
82.97%
76.91%
62.99%
Percentage
(%)
TR-MT-110a.3
Average Energy
Efficiency Design
Index (EEDI) for
new ships
N/a
N/a
N/a
TR-MT-110a.4
Air quality
NOx (excluding
N20)
10,977
11,242
10,614
Metric tons
(t)
TR-MT-120a.1
SOx
1,192
1,177
830
Metric tons
(t)
TR-MT-120a.1
Particulate Matter
(PM10)
733
711
448
Metric tons
(t)
TR-MT-120a.1
Ecological
Impacts
Shipping duration
in marine
protected areas or
areas of protected
conservation
status
Nil
Nil
Nil
Number of
travel days
TR-MT-160a.1
Percentage
of fleet
implementing
ballast water
exchange
100%
100%
94.12%
Percentage
(%)
TR-MT-160a.2
Percentage
of fleet
implementing
ballast water
treatment
100%
100%
68.75%
Percentage
(%)
TR-MT-160a.2
Number of spills
and releases to
the environment
1
Nil
Nil
Number
TR-MT-160a.3
Aggregate
volume of spills
and releases to
the environment
0.6
Nil
Nil
Cubic meters
(m3)
TR-MT-160a.3
56
Irish Continental Group
Topic
Relevant Metric
2024
2023
2022
Unit of measure
SASB Reference
Workforce
health and
safety
Lost time
incident rate
from seafaring
operations
2.3
2.2
0.8
Rate/ Million
hours
TR-MT-320a.1
Business
ethics
Number of calls at
ports in countries
that have the 20
lowest rankings
in Transparency
International’s
Corruption
Perception Index
Nil
Nil
Nil
Number
TR-MT-510a.1
Total amount of
monetary losses
as a result of legal
proceedings
associated
with bribery or
corruption
€Nil
€Nil
€Nil
Euro
TR-MT-510a.2
Accident
and safety
management
Number of
marine casualties
1
3
1
Number
TR-MT-540a.1
Percentage
classified as very
serious
0%
0%
0%
Percentage
(%)
TR-MT-540a.1
Number of port
state detentions
Nil
Nil
3
Number
TR-MT-
540a.3
Activity
Average Number
of shipboard
workers
717
720
725
Number
TR-MT-000.A
Total distance
travelled by
vessels
1,029,621
1,017,471
996,292
Nautical
miles (nm)
TR-MT-000.B
Operating days
4,694
4,430
4,450
Days
TR-MT.000.C
Deadweight
tonnage
125,683
125,739
121,039
Deadweight
tons
TR-MT-000.D
Number of vessels
in total shipping
fleet
14
14
15
Number
TR-MT-000.E
Owned
12
11
12
Number
Chartered in
2
3
3
Number
Number of vessel
port calls
14,006
14,234
14,089
Number
TR-MT-000.F
Twenty-foot
equivalent
(TEU) capacity
(Container fleet)
5,449
4,890
5,462
TEU
TR.MT.000.G
57
Strategic Report
2024 Annual Report and Financial Statements
Sustainability and ESG
Continued
Land Based Operations
Relevant Metric
2024
2023
2022
Unit of measure
Scope 1 emissions from land-based operations
2,802
2,752
2,890
Metric tons (t) CO2-e
Scope 2 emissions from land-based
operations
Located based
2,355
2,138
2,252
Metric tons (t) CO2-e
Market based
144
104
Nil
Metric tons (t) CO2-e
Total Scope 1 and 2 emissions from land-
based operations
(Using Market based scope 2 emissions)
2,946
2,825
2,890
Metric tons (t) CO2-e
Total energy consumed
67,008
66,347
69,268
Gigajoules (GJ)
Percentage renewable
45.23%
43.95%
43.59%
Percentage (%)
Overall Group
Relevant Metric
2024
2023
2022
Unit of measure
Gross Global Scope 1 emissions
551,016
547,215
521,971
Metric tons (t) CO2-e
Gross Global Scope 2 emissions
(Using Market based scope 2 emissions)
178
104
128
Metric tons (t) CO2-e
Total Scope 1 and 2 emissions
551,194
547,319
522,099
Metric tons (t) CO2-e
Scope 3 Emissions - Purchased goods &
services
36,760
32,597
33,410
Metric tons (t) CO2-e
Scope 3 Emissions - Capital goods
7,736
11,548
18,841
Metric tons (t) CO2-e
Scope 3 Emissions - Other fuel- and energy-
related activities
124,206
124,142
117,864
Metric tons (t) CO2-e
Scope 3 Emissions - Upstream transport &
distribution
6,333
6,365
7,438
Metric tons (t) CO2-e
Scope 3 Emissions - Generated waste
5,300
4,768
5,459
Metric tons (t) CO2-e
Scope 3 Emissions - Business travel
115
355
350
Metric tons (t) CO2-e
Scope 3 Emissions - Employee commuting
11
11
11
Metric tons (t) CO2-e
Scope 3 Emissions - Upstream leased assets
28,166
41,575
44,767
Metric tons (t) CO2-e
Total Scope 3 Emissions
208,627
221,361
228,140
Metric tons (t) CO2-e
Total GHG Emissions
759,821
768,680
750,239
Metric tons (t) CO2-e
Total fuel consumed
172,385
171,911
163,410
Metric tons (t)
Total energy consumed
7,026,921
7,026,946
6,735,200
Gigajoules (GJ)
Waste
Total municipal Solid waste
10,362
9,465
11,571
Cubic metres (Cm)
Total waste and oil sludge
6,758
6,198
5,226
Cubic metres (Cm)
Total Freshwater consumption
130,970
107,746
107,374
Cubic metres (Cm)
Total Water discharge
129,163
107,746
107,374
Cubic metres (Cm)
58
Irish Continental Group
Key Terms, Definitions and Commentary
Terms
Definitions
Commentary
Scope 1
emissions
Direct GHG emissions from sources
that are controlled by the Group.
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
GHG emissions from the generation
of purchased electricity consumed by
the Group.
Scope 2 emissions are calculated in line with the GHG
Protocol.
Location based (CO2e):
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.
Market based (CO2e)
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
Scope 3
emissions
Scope 3 emissions (CO2 e):
Emissions related to procured goods and services
(category 1), capital goods (category 2), fuel- and energy-
related emissions (category 3), upstream transportation
and distribution (category 4), waste (category 5)
business travel (category 6), employee commuting
(category 7) and Upstream leased assets (category 8).
Scope 3 emissions are based on a mixture of spend and
volume data.
The emission factors primarily derive from the following
data sources Defra/ EXIO and USEEIO data bases
depending on the nature of the spend/ activity.
CO2-e
Carbon dioxide equivalent units.
CO2-e includes direct CO2 emissions plus emissions of
other gases converted to CO2 based on their equivalent
global warming potential.
59
Strategic Report
2024 Annual Report and Financial Statements
Sustainability and ESG
Continued
Terms
Definitions
Commentary
NOx
Nitrogen Oxides
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
Sulphur Oxides
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.
PM10
Particulate matter
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.
Marine
Casualties
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.
The reported marine casualties in 2024, related to an
incident that occurred during the year, that resulted in
a small fuel spill from one of the ships. It was quickly
contained, and no long-term ecological issues were
noted.
Shipboard
workers
Those who work on aboard operated
vessels (including direct employees
and contractors)
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
The number of available days
in a reporting period minus the
aggregate number of days vessels
are off-hire due to unforeseen
circumstances
Operating days have remained consistent year on year.
60
Irish Continental Group
People
At ICG, our people are the driving force
behind our success. We take pride in
fostering a high-performing, customer-
focused workforce built on trust,
collaboration, and shared purpose.
Our culture encourages vertical
and horizontal teamwork across the
organisation, creating an environment
where constructive challenges to the
status quo are embraced to achieve
continuous improvement.
“We take pride in
fostering a high-
performing, customer-
focused workforce built
on trust, collaboration,
and shared purpose.”
Focused on excellence
Our people are driven by a shared
commitment to delivering excellence.
Their focus on achieving outstanding
results is a strategic pillar that
underpins the successful execution of
our goals and initiatives.
A Supportive Culture
We are committed to creating a
workplace that prioritises the well-
being, development, and recognition
of our team members. Our approach
integrates safety, health, and personal
growth, fostering an environment
where employees feel valued and
supported. This alignment between
individual and organisational goals
drives engagement, boosts morale, and
enhances productivity.
Continuous Growth
At ICG, we prioritise hiring for potential
and cultivating the growth of our
team members through meaningful
and challenging opportunities. As a
“Learning Organisation,” we foster a
culture of continuous improvement,
underpinned by our Learning &
Development Policy and Talent Review
Process. This proactive approach
ensures our employees are consistently
upskilling, adapting, and realising their
full potential.
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Strategic Report
2024 Annual Report and Financial Statements
People Strategy
Our people strategy is categorised by our focus on
these key areas:
Leadership Focus
Strong leadership is a cornerstone of our success. Through tailored
Leadership Programmes, we equip individuals identified through
succession planning with the skills and support needed to advance within
the organisation. These initiatives are designed to cultivate confident,
capable leaders who drive our vision and inspire excellence.
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.
Safe and Supportive Environment
At ICG, we are committed to fostering a safe, inclusive, and empowering
workplace where every team member can thrive. We champion a “speak
up” culture that encourages open dialogue, the challenging of norms,
and the free expression of ideas without fear of retribution. Respect and
dignity form the foundation of our business practices, ensuring a supportive
environment for all.
Sustainability and ESG
Continued
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 & Inclusion
Our Commitment to Diversity &
Inclusion
At ICG, we are committed to fostering
a workplace where every individual is
respected, valued, and empowered
to thrive. We believe that a diverse
workforce enhances our organisation,
bringing together a rich array of skills
and perspectives that drive creativity,
innovation, and competitiveness.
Our Guiding Principles
Our approach to attracting, recruiting,
developing, and retaining exceptional
talent is built on three core principles:
• Diversity: We celebrate individuality
and the unique contributions of
each person. Our strength lies in
embracing diversity and working
collaboratively to deliver outstanding
results for our people and
stakeholders.
• Equality: We are dedicated to
creating equal opportunities by
removing barriers, challenging
biases, and ensuring fair access for
all.
• Inclusion: We foster a culture where
differences are not just recognised
but celebrated. Our inclusive
environment empowers everyone to
succeed, guided by our core values
of impartiality, honesty, integrity, and
objectivity.
Our Vision
We aspire to be an organisation where
everyone feels engaged, respected,
and integral to our shared success.
Supporting a positive work-life balance
is key to this vision. Through flexible
and hybrid working arrangements,
we ensure the needs of our team
members are balanced with the goals
of our business.
Advancing Diversity, Equality, and
Inclusion
A diverse workforce is a cornerstone
of our competitive advantage. While
we acknowledge the maritime
industry’s historical gender imbalance,
we are actively working to drive
change. By enhancing policies and
refining recruitment processes, we
are committed to improving the
representation of women and fostering
a culture of inclusion across all levels of
our organisation.
Progress in Gender Diversity
Our recent efforts have yielded
significant progress in achieving
greater gender balance. Women
now represent 33% of our Board
members, and we have seen a year-
on-year increase of 2% in our overall
gender balance, bringing it to 43%. We
remain dedicated to continuing this
momentum, recognising the vital role
diversity plays in our success.
62
Irish Continental Group
31 Dec 2024
31 Dec 2023
31 Dec 2022
Total number of employees
290
288
290
Male
164
168
177
Female
126
120
113
% Female
43%
41%
39%
Full time
282
272
271
Part time
8
16
19
% Part Time Female
62%
83%
83%
Board members
6
6
6
Male
4
4
4
Female
2
2
2
% Female
33%
33%
33%
Management staff
57
51
51
Male
44
40
40
Female
13
11
11
% Female
23%
19%
22%
Total number of new employee hires
28
25
38
Total number of departures
26
31
48
Turnover rate
9.7%
10.7%
16%
Male
12%
12%
8.5%
Female
9%
9%
13%
Total number
of female
employees
41%
Female
Board members
33%
Female
management
staff
19%
Female
turnover rate
9%
Female
part time
83%
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 critical. We instil a robust
safety culture within our organisation
through the following measures:
• Annual updates to our safety
statements, covering all policies and
procedures.
• Comprehensive safety training for all
staff in high-risk areas.
• Specialised training tailored to
specific risk levels.
• Regular drills and exercises to
test system efficacy and enhance
resilience for example during the
year, we completed a major incident
exercise to test our readiness to
respond to a significant incident.
Supporting Safety Initiatives
We actively support the Dublin Safe
Port initiative, a city-wide programme
aimed at advancing safety culture and
practices for all workers in Dublin Port.
Through safety awareness campaigns,
training, and other initiatives, we
contribute to a safer and more
sustainable working environment.
Adherence to International Standards
Onboard our vessels, we adhere
strictly to the International Safety
Management (ISM) Code, a globally
recognised benchmark in maritime
safety practices.
Innovating for Safety and
Inclusion
Our RTG electrification
programme has significantly
enhanced safety by enabling
remote crane operation from
secure, office-based locations.
This eliminates the need for
staff to work in high-risk areas
and expands opportunities for
individuals previously excluded
from these roles.
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Strategic Report
2024 Annual Report and Financial Statements
Sustainability and ESG
Continued
Efficiency and Safety
The modernisation of our digital
booking system for hauliers has
improved both efficiency and safety.
The app-based system facilitates virtual
orders and collections, enabling “Just
in Time” arrivals, reducing congestion,
and minimising idling times in the port
area.
Safe Handling of Dangerous Goods
We strictly follow all international,
national, and local regulations
for the transport of dangerous
goods, including adherence to the
International Maritime Dangerous
Goods (IMDG) Code. Goods are
rigorously classified based on their
physical, chemical, and environmental
properties, and special measures
are implemented to ensure safe
transport for employees, cargo, and the
environment.
Health
Our Commitment to Health
We prioritise the health of our
customers, employees, and contractors,
adhering to all regulatory health
requirements to minimise risks and
promote well-being.
Rigorous Food Safety Measures
Onboard our vessels, we implement
Hazard Analysis and Critical Control
Point (HACCP) systems in all food-
handling areas. These systems
identify, monitor, and control critical
points in food preparation to uphold
the highest standards of hygiene.
Regular third-party inspections
validate the effectiveness of our
protocols, providing reassurance to our
stakeholders and customers.
LTIF statistics
Safety performance is closely
monitored through our Lost Time
Injury Frequency (LTIF) statistics, which
measure workplace incidents resulting
in lost days per million hours worked.
LTIF for Land Operations: 4 (Below the
target threshold of <5).
LTIF for Sea Operations: 2.3 (Below the
target threshold of <3.5).
Due to continued focus on our
practices, our KPI’s for our land
Operations have improved significantly
year on year to 4, while our sea
operations have increased slightly to
2.3. On a combined basis our overall
metric has decreased to 2.6 from
3.3 in the prior year. All incidents are
thoroughly investigated internally,
with external authorities involved
where necessary, to ensure lessons are
learned and risks are mitigated. Full
details are set out below.
Social: Employee Health and Safety and Diversity and Inclusion
Safety Data
2024
2023
2022
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
0
536,400
0
0
1
536,400
1.9
0
0
595,200 0
0
Key
contractors
18
6,293,650 2.9
0
21
6,208,998 3.4
0
10
5,684,380
1.76
0
Total
18
6,830,050 2.6
0
22
6,745,398 3.3
0
10
6,279,580 1.59
0
2024
2023
2022
LTIF on
land
4.1
8.2
4.6
LTIF at
sea
2.3
2.2
0.8
64
Irish Continental Group
Society
Corporate Social Responsibility (CSR)
At ICG, our dedication to corporate
social responsibility (CSR) reflects our
commitment to making a meaningful
impact. We strive to actively contribute
to the communities where we operate,
fostering partnerships and initiatives
that drive positive change.
Contributions to Good Causes
Our customers play a significant role
in supporting meaningful causes,
and we are deeply grateful for their
generosity. Onboard Irish Ferries, we
facilitate collections for the Royal
National Lifeboat Association (RNLI),
a leading charity dedicated to saving
lives at sea across the United Kingdom,
the Republic of Ireland, the Channel
Islands, and the Isle of Man. This
partnership enables our passengers to
directly contribute to lifesaving efforts.
Additionally, customers who opt for
our specially marked heart-healthy
meal options help support the Irish
Heart Foundation, with a portion of
proceeds dedicated to advancing vital
heart health initiatives. These efforts
demonstrate our shared commitment
to fostering healthier communities and
safer seas.
Support for the Irish Whale and
Dolphin Association
ICG is proud to partner with the Irish
Whale and Dolphin Association to aid
in their vital conservation work. By
providing logistical and operational
support, we enable the association to
conduct onboard activities, including
marine observation exercises. These
initiatives help monitor and protect
whale and dolphin populations
along our coastlines, contributing
to the long-term preservation of
marine biodiversity. Our collaboration
highlights the critical role businesses
can play in supporting environmental
stewardship.
Involvement in St. Patrick’s Festival
ICG is a proud supporter of Ireland’s
world-renowned St. Patrick’s Festival.
As part of our commitment to
celebrating Irish culture and heritage,
we provide transportation services for
participating bands and performers
traveling from the UK to Ireland. This
iconic festival draws visitors from
across the globe, showcasing Ireland’s
vibrant traditions and fostering a spirit
of community and celebration. For
many families and visitors, the festival
remains a cherished highlight of the
year, and we are delighted to play a
part in its success.
Special Assistance Passengers
Inclusivity remains central to our ethos
at ICG. Through our Special Assistance
Program, we provide tailored support
for passengers with unique needs,
such as reduced mobility or additional
requirements. Key features of the
program include:
• Wheelchair Access: Ensuring seamless
mobility within ports and onboard
through the availability of wheelchairs.
• Disabled Drivers: We are pleased to
offer special discounts off our standard
fares for specific organisations. In
Ireland, this special discount is
available to members of the Disabled
Drivers Association (DDA) and the Irish
Wheelchair Association (IWA), whilst
in the UK, members of the disability
alliance group Disabled Motoring UK
(previously known as Mobilise) can
receive discounts.
• Dedicated Seating: Reserving
specific seating areas onboard to
accommodate passengers requiring
extra support.
• Specially Adapted Cabins: Offering
cruise ferries equipped with cabins
designed to enhance comfort and
accessibility for passengers with
specific needs.
• Assistance Animals: Welcoming
registered assistance animals onboard
to ensure comprehensive passenger
support.
In 2024, our Disability Officer managed
close to 1,500 special assistance cases,
each meticulously planned to address
individual needs. These efforts reinforce
our commitment to creating a seamless
and inclusive travel experience for all
passengers.
Sunflower Lanyard Scheme
ICG takes pride in being the first Irish
travel operator to implement the
Sunflower Lanyard scheme. This discreet
initiative allows passengers with hidden
disabilities to be readily identified by our
specially trained crew, enabling them
to offer tailored assistance and support.
The scheme represents our dedication
to fostering an environment where every
passenger feels valued and supported
throughout their journey.
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.
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Strategic Report
2024 Annual Report and Financial Statements
Sustainability and ESG
Continued
Supporting Tourism and Local
Economies
Irish Ferries collaborates closely
with key tourism agencies, such as
Tourism Ireland and Fáilte Ireland,
alongside international partners like
Normandy Tourism, Hauts-de-France,
Atout France and Visit Wallonia. Our
initiatives not only promote regional
attractions but also champion local
producers, ensuring sustainability
remains at the heart of our operations.
Highlights include:
• Local Suppliers: Partnering with Irish
seafood, beef, dairy, and breakfast
meat producers to deliver premium
Origin Green-certified products
onboard.
• Irish Beverages: Showcasing iconic
Irish brands and craft beverages,
alongside carbon-neutral coffee
sourced from a Dublin-based
roastery. All teas and coffees served
onboard are fair trade certified.
• Regional Support: Sourcing from
UK-based suppliers for the Dover-
Calais route and supporting socially
impactful coffee initiatives that
empower farmers in Guatemala,
Tanzania, and Peru.
• Wine Selection: Offering a diverse
range of Cherbourg-sourced wines,
including special tasting events
featuring boutique French vineyards.
• Plant-Based Options: Expanding
our menus to include a wide variety
of plant-based food and drink
options, catering to evolving dietary
preferences.
Through these efforts, we aim to
provide unparalleled experiences for
our passengers while strengthening
the social and economic fabric of the
regions we serve. By championing
sustainability and local engagement,
we remain steadfast in our mission to
make a positive difference.
Governance
Governance forms the backbone
of ICG’s approach to ethical and
transparent business operations. Our
comprehensive governance framework
ensures that all practices align
with globally recognised standards
and drive sustainable, long-term
growth. This framework supports
our commitment to fostering trust,
accountability, and resilience in our
operations. We continuously enhance
our governance policies to adapt to
evolving standards and stakeholder
expectations.
Competition Policy
At ICG, we are committed to fair
competition and compliance with all
applicable national and international
laws, particularly regarding
competition, bribery, and corruption.
We ensure compliance through robust
compliance structures and regular
audits, reinforcing our zero-tolerance
policy toward violations of these laws
and regulations. Training sessions
for employees and partners further
strengthen our adherence to these
principles.
66
Irish Continental Group
Anti-Bribery
We maintain a zero-tolerance stance
against bribery and corruption
and are dedicated to conducting
business dealings and relationships
professionally, fairly, and with integrity.
Our Anti-Bribery Policy applies to
all employees, partners, agents,
consultants, and contractors, outlining
strict guidelines on acceptable
practices. Prohibited actions include
all forms of bribery and business
courtesies that may give the
appearance of impropriety. In 2024,
no investigations into allegations of
bribery, corruption, or competition laws
were initiated by external parties.
Whistleblowing
ICG’s Protected Disclosure Policy
encourages employees, board
members, and others connected
with the organisation to report any
genuine concerns. This policy ensures
confidentiality and protection against
retaliation for whistleblowers. No
disclosures were received under this
policy in 2024. We remain committed
to fostering a culture of openness and
accountability by promoting awareness
of the policy and its protections
throughout the organisation.
Human Rights
ICG upholds internationally recognised
human rights standards, including
those outlined in the Universal
Declaration on Human Rights and the
International Labour Organisation’s
Core Conventions. Our Human Rights
Policy and Modern Slavery and
Human Trafficking Policy reflect our
zero-tolerance approach to modern
slavery and human trafficking across
our operations and supply chains.
Measures include:
Training: Sessions to raise awareness
of human trafficking and labour
exploitation among employees.
Collaborations: Partnerships with
organisations to share knowledge and
best practices.
Proactive Monitoring: Ongoing reviews
of reports and alerts to address
potential concerns.
Our Supplier Code of Conduct
underpins these efforts, ensuring
alignment with our values across all
suppliers and contractors.
Taxation
ICG takes a balanced and responsible
approach to managing tax affairs,
aligning tax strategies with our
business objectives. Compliance with
legal and regulatory obligations is
paramount. In cases of uncertainty,
we seek external advice to ensure
informed decision-making. Our zero-
tolerance policy against tax evasion
reflects our commitment to ethical
practices. We engage constructively
with tax authorities, fostering
transparency and cooperation.
Supplier Relationships
Strong supplier relationships are
essential to ICG’s operations. Our
Supplier Code of Conduct outlines
expectations in areas such as
environmental sustainability, ethics,
human rights, and health and
safety. We prioritise continuous
communication with suppliers
to foster trust and collaboration,
ensuring that values align. Payments
are made promptly within agreed
terms, reinforcing our commitment
to fair and reliable partnerships. In the
current year, we have expanded our
understanding of our tier 1 suppliers
to gain deeper insights into their
operations and practices, enabling us
to enhance collaboration and align
more closely with our sustainability
goals.
By embedding strong governance
principles, ICG continues to operate
responsibly and sustainably, meeting
stakeholder expectations while
maintaining the highest standards of
integrity. Our proactive governance
approach ensures resilience and
positions us as a leader in responsible
business practices.
67
Strategic Report
2024 Annual Report and Financial Statements
Risk Management
Overview
Exposure to risk is an inherent part
of the Group’s business activities.
Effective risk management and
internal control systems are essential
to mitigate risks and ensure long-term
business sustainability.
Risk Management Governance Framework
The Board holds ultimate responsibility for risk management and internal control
systems, defining the principal risks the Group is prepared to accept to achieve
its strategic objectives. A culture of risk awareness is embedded throughout the
organisation, ensuring that risk considerations are integral to decision-making
processes.
The Audit and Risk Committee is responsible for reviewing and monitoring the
effectiveness of risk management and internal control systems. It reviews and
monitors their effectiveness throughout the year, reporting periodically to the
Board. See pages 99-103 for a full overview of the activities of the committee
during the year.
Executive management is responsible for the effective operation of internal
controls, designed to manage and mitigate the Group's risks and uncertainties.
Risk considerations are embedded within the decision-making process.
The Risk Management Committee (RMC), comprises senior management from
across the Group, including Board representation. Mandated by the Board and
the Audit and Risk Committee, the RMC is tasked with:
• Recommending risk strategy and processes to the Board.
• Reviewing and monitoring the effectiveness of risk management systems.
• Assessing the Group's risk exposures relative to the Board's risk appetite.
• Maintaining a comprehensive Group Risk Register, ensuring consistent risk
identification and assessment across classified risk areas.
Board of Directors
Audit and Risk
Committee
Executive
Management
Risk Management
Committee
1st Line of Defence
Management Controls
Internal Control Measures
The first line of defence rests with
management acting through
their staff who are responsible
for the design, implementation
and monitoring of internal
control measures within their
respective business areas.
2nd Line of Defence
Financial Control
Risk Management
Monitoring
Compliance
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.
3rd Line of Defence
Internal Audit
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 and Risk Committee
on matters of internal control,
compliance and governance.
The Board has overall responsibility for
risk management, internal controls,
and defining the principal risks the
Group is willing to accept in pursuit of
its strategic 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, which reviews
and monitors the effectiveness of risk
management processes throughout
the year. Further details on the Audit
and Risk Committee activities is set out
in the Audit Committee report (pages
99-103).
68
Irish Continental Group
Risk Management process
The Group adheres to the ISO
31000:2018 'Risk Management –
Guidelines' in designing its Risk
Architecture, Strategy, and Protocols.
Our Enterprise Risk Management
(ERM) system aligns risk management
with strategic objectives, fostering a
unified and integrated approach.
Risk Assessment and Monitoring
The RMC leads the execution of the
Group's Risk Management Process,
with strategic input from the Board
and the Audit and Risk Committee. The
Board sets the Group's risk appetite
for classified risk areas, communicated
through Risk Appetite Statements.
These statements, along with internal
capabilities, resources, and industry
factors, provide context for how the
Group's strategy is pursued and how
risks are assessed. Stakeholder views,
particularly regarding climate and ESG
issues, are considered by the Board
in setting appropriate appetite levels.
An overview of the Group's climate
risk framework is detailed in the Task
Force on Climate-Related Financial
Disclosures section (pages 51-52).
The Board maintains a low tolerance
for risks that may impact the 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. Each
business owner is responsible for
comprehensive risk identification
and assessment within their area of
responsibility. Risks are identified
through various means, including an
identification tool guiding assessors
through several internal and external
factors. Risks are assigned to owners
responsible for the activity generating
the risk. Where a risk has multiple
causes and consequences, owners
collaborate to perform a cause and
consequence analysis.
Risk owners are responsible for
completing and maintaining risk
assessments in their respective
areas. Risks are measured in terms
of likelihood and impact using a
Scope, Context, Criteria
Risk Identification
Risk Analysis
Risk Evaluation
Monitoring and Review
Recording and Reporting
Risk Assessments
Risk Treatment
Communication and Consultation
standardised scoring model, evaluated
from a Group perspective relative to
the Group's risk appetite. Guidance
tools ensure consistency across
assessments.
Existing control measures are
documented and assessed within the
risk assessment forms to determine
residual risk scores. All assessments
are reviewed by RMC members
before being added to the Group Risk
Register. The RMC and risk owners may
prescribe further control measures
during the review stage.
The Group Risk Register is the central
online repository for documenting,
assessing, and prioritising risks, as well
as prescribing control measures. It
forms a significant part of the Group's
risk management process and is
reviewed regularly by the RMC.
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 changes in existing risks.
• 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.
Information within the Group Risk
Register is analysed to report 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. During these
presentations, the Board challenges
the RMC on their processes and
evaluations of the principal and
emerging risks identified, considering
the Group's risk policy, risk appetite,
and market developments. Key Risk
Indicators are in place for highly ranked
individual risks to ensure exposure
levels are monitored, flagged to the
Board, and corrective actions are taken
to minimise effects on the Group's
business.
The annual Board and Audit and
Risk Committee agendas include
updates from executive risk owners
regarding the Group's principal risks.
These comprehensive updates include
the history of the risk, key mitigating
actions and controls, an outline of the
residual risk, and any future actions
planned to address potential control
weaknesses.
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Strategic Report
2024 Annual Report and Financial Statements
Risk Management
Continued
Emerging Risks
Risk monitoring is an ongoing process
due to the dynamic environment in
which the Group operates. Emerging
risks are closely monitored and
assessed as their uncertain nature can
result in significant impacts within a
short timeframe. Currently, the Group
is reviewing emerging risks related
to proposed additional regulations
over seafarer working conditions,
macro-economic and supply chain
risk, increased documentation
requirements for travel between the
UK and EU and advances in Artificial
Intelligence (AI). Additionally, the
Group remains vigilant regarding
environmental and climate risks,
technological advancements, data
privacy concerns, and competition
risks.
Managing Cyber Security
At ICG we deploy progressively more
sophisticated, proven technology to
support our business, and face an ever-
evolving cyber threat landscape. We
are acutely aware of our responsibility
to protect systems, particularly those
supporting the services with which
our customers interact, and to secure
critically important information from
both internal and external interference.
The board of ICG addresses cyber
and information security risk in the
context of its general risk management
framework, where it continues to be
identified as a key risk area. Given
its strategic importance to the
organisation, the board is informed on
security priorities and developments
through regular reporting from our
Information Technology team. In 2024,
reports were received on cyber security
and related topics, including managed
security service performance, third
party risk management, application
and network security testing, the
updated NIS2 (EU Network Information
Systems Directive), incident response
activities, security awareness training,
data protection and business
continuity planning.
ICG maintains an Information Security
Management System (ISMS) which is
aligned with recognised standards for
management of Information Security,
ISO 27001 and NIST CSF. Cyber
security controls are selected and
implemented based on thorough risk
assessments, and to meet increasing
compliance requirements such as NIS2
and DORA. Control effectiveness is
continuously reviewed, and controls
improved where necessary. Threat
intelligence sources are maintained
and used to identify emerging security
risks as they develop across the wider
industry. Operationally, cyber security
is managed 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 cyber threats. Simulated phishing
campaigns and incident reporting
statistics are used to gauge the
effectiveness of the security awareness
training program. Employees have
a mandate to report any suspicious
activity through established channels.
As a designated Operator of Essential
Services (OES) supporting critical
national infrastructure in Ireland, the
group benefits from a relationship with
the Irish National Cyber Security Centre
(NCSC) and is an active participant
in workshops, forums and simulated
events. The group also participates
in maritime security forums where
interests of the sector are advanced.
Managing Climate Change Risks
The Group's framework for managing
climate change identifies key areas
requiring attention to develop and
execute its climate change risk
management strategy. This framework
is integrated within the Group’s Risk
Architecture, Strategy, and Protocols
(RASP), and related risk assessments
are included in the Group Risk Register.
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 their universal
impact, long-term nature, and high
uncertainty regarding their progression
1. Climate Change
Risk Landscape
2.
Effective
Governance
Systems
3.
Stakeholder
Insights and
Research
4.
Risk
Appetite
Setting
5.
Materiality
Assessment over
Alternative
Horizons
6.
Strategic
Positioning and
Roadmap
7.
Implementing
Mitigation
and Resilience
Plans
8.
Operationalise
Metrics and
Targets
70
Irish Continental Group
and effects. Therefore, the Group's
climate risk register includes:
• Assessments over three time
horizons: 0-3 years, 3-10 years, and
>10 years, with the 0-3-year horizon
assessments transferring to the
Group Risk Register.
• Identification of impacted
stakeholder groups for engagement
on associated risks.
• Opportunities identified for each risk
to support strategic positioning and
resilience planning.
• Linkages of impacts 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 (pages 51-52).
2. Effective Governance Systems
The Group applies the same risk
governance structure to climate
change risks as it does to all enterprise
risks. The RMC advises the Board
on risk appetite, risk management
approach, and significant risk
management issues, which are
ultimately approved by the Board or
used to facilitate decision-making.
The RMC presents to the Board
during the year on all important risk
management issues, including climate
change and Environmental, Social,
and Governance (ESG) risks. Recent
Board appointments ensure adequate
Non-Executive Director representation
with ESG expertise to challenge the
RMC and Executive Management on
relevant issues.
The RMC comprises 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 manage the Group's
climate change risks and their wide-
ranging impacts. ESG issues are
incorporated into the incentive plans of
Executive Management and dedicated
management roles within the RMC.
See the remuneration committee
report for further details.
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
programme to gain insights on ESG
issues facing the Group. This facilitates
an evaluation of our core strategic,
operational, and compliance processes
concerning the environment and
climate change expectations. Mapping
these insights helps align stakeholder
values with 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.
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 decline in the long term as
the Group shifts towards a low-carbon
economy.
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.
Short Term
(1 -3 years)
Low
Impact
Physical Risk
Transition Risk
Medium
Impact
High
Impact
Medium Term
(3 -10 years)
Long Term
(>10 years)
71
Strategic Report
2024 Annual Report and Financial Statements
Significant and Emerging Risk
Events
Macro-Economic and supply chain risk
In recent years, we have observed
sustained and increasing geopolitical
risks on the global stage. These
include the outbreak of war in Eastern
Europe, significant instability in the
Middle East, increasing trade tension
and tariffs, often due to shifts (and
potential shifts) in policies under new
governments. All of these factors have
the potential to disrupt trade, global
security and supply chain movements.
The maritime industry has responded
flexibly to these risks, ensuring that
supply chains remain largely resilient.
However, the risk of significant
volatility persists. Looking ahead
to 2025, we anticipate continued
elevated geopolitical risk worldwide,
with potential volatility impacting our
operations. In particular, the threat to
trade flows between Southeast Asia
and Europe via the Red Sea remains a
key concern, alongside the potential for
volatile fuel costs.
Increasing Regulations Over Seafarer
Working Conditions
In recent years, national governments
have introduced new regulations
Risk Management
Continued
concerning seafarer working
conditions. The Group has effectively
managed the impacts of these
regulations through the minimisation
of associated costs and potential
operational disruptions. Looking
ahead, the Group continues to
monitor intentions to legislate further
in this area.
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
(page 128), as part of their assessment
of the prospects for the Group.
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.
Quality Service
People and Culture
Financial
Management
Safety
Sustainability
Description and Impact
Risk Treatment
2024 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.
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.
There continues to be significant
competitive pressures within our
markets due to increased input
costs and competitor activity
including new capacity on
routes between Ireland and UK/
Continental Europe.
In our container shipping business
we expanded the number of ships
on hire from 5 to 6 responding to
demand trends.
Linkage to strategic pillars:
72
Irish Continental Group
Description and Impact
Risk Treatment
2024 Developments
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.
Geopolitical risks, including war
risks could have significant Global
impacts, including impacts to Group
operations.
The Group liaises with various
associations and governmental
bodies to share views on proposed
legislative changes.
Micro and macroeconomic activity
is closely monitored to ensure Group
decision making is informed and
timely.
Macro-economic risk continues
to be monitored closely, including
the instability in eastern Europe,
greater instability in Middle East
and the potential for the conflict
to spread to further disrupt trade
flows.
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 and passenger 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.
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.
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.
In December, the Port of
Holyhead was closed temporarily
by the port owner. There was a
partial reopening of the port in
January with one berth being
made available for use. Our ships
are now serving a full schedule
again on the Dublin – Holyhead
route.
During the port closure, we
reconfigured our fleet and routes
in order to mitigate the impact on
our customers.
Operational Risk - Health and Safety
The Group is inherently exposed
to the risk of incidents, including;
workplace accidents, vessel incidents
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 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.
Health and safety metrics for the
year are disclosed in the Employee
Health and Safety table (page 64).
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Strategic Report
2024 Annual Report and Financial Statements
Description and Impact
Risk Treatment
2024 Developments
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 will continue
to monitor new regulatory
developments at the IMO, EU
and the UK 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.
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 (pages
51-52).
There is also a risk of spillages or
incidents causing pollution and
discharge to the sea.
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
(pages 40-67) 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.
The Group continues to place
significant focus on enhancing
its approach to ESG and
sustainability. Refer to the
Sustainability section (pages
40-67) for further information
on activities and developments
during the year.
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.
Pay and conditions are reviewed and
benchmarked to ensure the Group
remains competitive.
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.
Our employee numbers have
been stable during the year in line
with expectations.
Risk Management
Continued
74
Irish Continental Group
Description and Impact
Risk Treatment
2024 Developments
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 Managing Cyber
Security (page 70).
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.
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.
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.
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Strategic Report
2024 Annual Report and Financial Statements
Description and Impact
Risk Treatment
2024 Developments
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.
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 in 2024 were relatively
stable compared with previous
years.
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.
A portion of the Group’s defined
benefit risks are transferred to a
third-party insurance company.
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.
In 2024, the Group continued its
de-risking initiatives and active
investment management.
Risk Management
Continued
76
Irish Continental Group
Description and Impact
Risk Treatment
2024 Developments
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.
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.
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.
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 proactively with
Irish tax authorities through the Co-
Operative Compliance Framework.
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.
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Strategic Report
2024 Annual Report and Financial Statements
Isle of Inishmore
Year Built
1997
Acquired
1997
Gross Tonnage
34,031
No. Engines
4
Speed
21.5 knots
Lane Metres
2,100
Car Capacity
855
Passenger Capacity
2,200
Beds
208
Isle of Inisheer
Year Built
2000
Acquired
2022
Gross Tonnage
22,152
No. Engines
4
Speed
22.5 knots
Lane Metres
1,950
Car Capacity
500
Passenger Capacity
589
Beds
218
Isle of Innisfree
Year Built
1992
Acquired
2021
Gross Tonnage
28,833
No. Engines
4
Speed
21.0 knots
Lane Metres
2,300
Car Capacity
600
Passenger Capacity
1,140
Beds
78
W.B. Yeats
Year Built
2018
Acquired
2018
Gross Tonnage
51,388
No. Engines
4
Speed
22.5 knots
Lane Metres
2,800
Car Capacity
1,216
Passenger Capacity
1,885
Beds
1,706
Ulysses
Year Built
2001
Acquired
2001
Gross Tonnage
50,938
No. Engines
4
Speed
22 knots
Lane Metres
4,100
Car Capacity
1,342
Passenger Capacity
1,875
Beds
186
Our Fleet
Dublin Swift
Year Built
2001
Acquired
2016
Gross Tonnage
8,403
No. Engines
4
Speed
35 knots
Lane Metres
-
Car Capacity
251
Passenger Capacity
817
Beds
-
Oscar Wilde (chartered in)
Year Built
2010
Acquired
chartered-in
Gross Tonnage
47,592
No. Engines
4
Speed
22.0 knots
Lane Metres
2,700
Car Capacity
1,059
Passenger Capacity
2,000
Beds
-
78
Irish Continental Group
Elbtrader
Year Built
2008
Acquired
2015
Gross Tonnage
8,246
Deadweight
11,153
Capacity
974 TEU
Thetis D
Year Built
2009
Acquired
2019
Gross Tonnage
17,488
Deadweight
17,861
Capacity
1,421 TEU
Elbcarrier
Year Built
2007
Acquired
2015
Gross Tonnage
8,246
Deadweight
11,166
Capacity
974 TEU
Ranger
Year Built
2005
Acquired
2015
Gross Tonnage
7,852
Deadweight
9,300
Capacity
803 TEU
Elbfeeder
Year Built
2008
Acquired
2015
Gross Tonnage
8,246
Deadweight
11,157
Capacity
974 TEU
CT Rotterdam
Year Built
2009
Acquired
2019
Gross Tonnage
8,273
Deadweight
11,157
Capacity
974 TEU
CT Daniel
Year Built
2006
Acquired
2021
Gross Tonnage
9,990
Deadweight
11,190
Capacity
868 TEU
CT Pachuca
Year Built
2005
Acquired
2022
Gross Tonnage
6,901
Deadweight
9,235
Capacity
750 TEU
79
Strategic Report
2024 Annual Report and Financial Statements
Executive Management Team
David Ledwidge, aged 45, 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, aged 53, 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 President of the Irish Chamber
of Shipping and a Director of the International
Chamber of Shipping.
Declan Freeman, aged 49, 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.
Eamonn Rothwell, aged 69, has been a Director
for 38 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.
Eamonn Rothwell
BComm, MBS, FCCA,
CFA UK
Chief Executive Officer
Andrew Sheen
MSc, BEng(Hons),
CEng, FIMarEST, FRINA.
Managing Director –
Ferries Division
David Ledwidge
FCA, BSc (Mgmt)
Chief Financial Officer
Declan Freeman
FCA
Managing Director -
Container and Terminal
Division
80
Irish Continental Group
81
Strategic Report
2024 Annual Report and Financial Statements
CORPORATE
GOVERNANCE
The Board
84
Corporate Governance Report
86
Report of the Audit and Risk Committee
99
Report of the Nomination Committee
104
Report of the Remuneration Committee
107
Report of the Directors
127
Directors’ Responsibility Statement
131
82
Irish Continental Group
83
Corporate Governance
2024 Annual Report and Financial Statements
John B. McGuckian, aged 85, has been a Director
for 37 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 65, 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 and Risk Committee,
Remuneration Committee (Chair), Nomination Committee
The Board
The Group’s non-executive Directors are:
Éimear Moloney, aged 54, 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 number of non-
executive directorships in the private investment
and health sectors. 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.
Committee Membership: Audit and Risk Committee (Chair),
Remuneration Committee, Nomination Committee
Lesley Williams, aged 59, 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 and a member of the Remuneration
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 and Risk Committee, Remuneration
Committee, Nomination Committee
John B. McGuckian
BSc (Econ)
Chairman
Éimear Moloney
FCA
Independent Director
Daniel Clague
Independent Director
Lesley Williams FCISI
Senior Independent
Director
84
Irish Continental Group
Eamonn Rothwell, aged 69, has been a Director
for 38 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, aged 45, 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.
The Group’s executive Directors are:
The Company Secretary is:
Thomas Corcoran, aged 60, 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 was
appointed Company Secretary in 2001.
Eamonn Rothwell
BComm, MBS, FCCA,
CFA UK
Chief Executive Officer
Thomas Corcoran
BComm, FCA
Company Secretary
David Ledwidge FCA,
BSc (Mgmt)
Chief Financial Officer
85
Corporate Governance
2024 Annual Report and Financial Statements
Corporate Governance Report
The Board
No new appointments were to the
Board or its committees during 2024.
The Board comprises of six members,
three independent non-executive
Directors, two executive Directors and
myself as non-executive Chairman. The
average tenure of the independent
non-executive Directors at the date of
this report is 3.3 years. 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.
During the year I led an evaluation of
Board performance with the assistance
of an external evaluator and concluded
that the Board was operating
effectively for the long term success of
the Group.
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 40-67). Further details on our
engagement processes are described
in the Corporate Governance Report
(pages 90-91). At our AGM held on 9
May 2024, 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
the 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.
During 2024, Euronext Dublin
published the new Irish Corporate
Governance Code effective from 1
January 2025 which incorporates the
previous Irish Corporate Governance
Annex. As a dual listed company,
the Euronext Dublin Listing Rules
permit the adoption of either the Irish
Corporate Governance Code or the
Code. However, as a Company listed
on the London Stock Exchange under
the Commercial Company category,
we will continue to apply the Code as
mandated by the UK Listing Rules.
The Code has been updated for
reporting years commencing 1 January
2025 and we will seek to incorporate
these changes into our governance
processes over time.
The Corporate Governance Report
details 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
2 March 2025
Dear Shareholder,
I am pleased to present
my 2024 Report on
Corporate Governance.
Operating performance
for 2024 represented a
continued overall strong
performance for the
Group as we leveraged
recent investments
and consolidated the
increased footprint of the
Group.
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.
86
Irish Continental Group
Application of the UK Corporate
Governance Code during 2024
This Corporate Governance Report
presented in the context of the
full Annual Report and Financial
Statements for the year ended 31
December 2024 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 later in this Report 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
(page 92) 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 125) sets out
the reasoning for not establishing
absolute levels for post-employment
shareholdings given that the
existing arrangements under
the Remuneration Policy already
provide for contractual retention of
shareholdings for 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 124) sets out why
in relation to one Director a notice
period of two years will apply in certain
circumstances.
Corporate Governance Framework
*The Company secretary provides a support role to the Board and its Committees in managing information flows and in supporting corporate
government processes.
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.
The Board
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.
Committees
Responsible for implementing
Board strategy and policy.
Chief Executive Officer
Responsible for managing the
financial affairs of the Group and
optimising capital management.
Chief Financial Officer
Monitors the Group’s
financial integrity through
oversight of the financial
reporting process, including
the risk and control systems
which underlie that process.
Audit and Risk
Committee
Establishes the framework
for the development of an
inclusive and high
performing leadership team.
Nomination
Committee
Sets the remuneration
policy and structures for
executive directors and
senior management.
Remuneration
Committee
Company Secretary
87
Corporate Governance
2024 Annual Report and Financial Statements
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.
• Continuing modernisation and increased capacity at the Dublin container
terminal comprising investment in environmentally friendly heavy
equipment and recycling of older equipment.
• Acquisition of the Oscar Wilde (ex Spirit of Britain) deferred purchase
obligation, replacing the chartered James Joyce (ex Star) and
reconfiguring the fleet allocation across routes.
• Other vessel upgrade works involving customer facing and background
technical improvements.
Corporate Governance Report
Continued
88
Irish Continental Group
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.
• Reviewed the regular reports from the CEO and CFO regarding the
Group’s operations.
• Monitored the financial liquidity and adequacy of borrowing facilities.
• Consideration of opportunities to expand the Group’s operations
• 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.
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.
• Oversight of Group operational safety review including responses to any
incidents which occurred.
• Attended briefings from the Risk Management Committee.
• Review of risk appetite statements.
• Reviewed effectiveness of the Group’s internal control and risk
management systems.
Sustainability
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.
89
Corporate Governance
2024 Annual Report and Financial Statements
Corporate Governance Report
Continued
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 2024
AGM. Shareholders were afforded an
opportunity at the 2024 AGM to vote
on advisory resolutions concerning the
2023 Annual Report which received
100% support and on the Report of
the Remuneration Committee which
received 92% support. Further details
on the matters raised concerning
remuneration are detailed in this
year’s Report of the Remuneration
Committee (pages 107-126). The re-
election of Mr. McGuckian as Director
received 84% support and further
details on the matters raised on Mr.
McGuckian’s re-election are discussed
in the Report of the Nomination
Committee (page 105).
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.
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 are 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 40-67) 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 2024, these include,
the 2023 Annual Report and Financial
Statements, the 2024 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 2025 Annual General Meeting
is scheduled for 8 May 2025.
Arrangements will be made for
the 2024 Annual Report and 2025
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 95).
Further investor relations information
is available under Investor
Information (pages 212-214) at the
end of this Annual Report.
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.
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90
Irish Continental Group
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 provision 5 of
the Code 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
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
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.
During the 2024 peak season, the
Group engaged in excess of 1,300
persons, of which approximately 290
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 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.
in the Sustainability Report (pages
40-67) is 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 engage 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 40-67).
91
Corporate Governance
2024 Annual Report and Financial Statements
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: John B. Mc Guckian
(Appointed 2004)
The Board is led by the Chairman who
is responsible for leading the Board,
ensuring its effectiveness in directing
the Group 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: Eamonn Rothwell
(Appointed 1992)
The Board has delegated the
management of the Group to the
Executive Management Team, through
the direction of Eamonn Rothwell.
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: Lesley
Williams (Appointed 2022)
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: Lesley
Williams (Appointed 2021), Dan Clague
(Appointed 2021) and Éimear Moloney
(Appointed 2022)
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: Thomas Corcoran
(Appointed 2001)
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.
Committees: During the year ended
31 December 2024, there were three
standing Board Committees with
formal terms of reference; the Audit
and Risk 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 Chairman
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 2025. Mr.
McGuckian’s extensive knowledge
of the business ensures appropriate
challenge and leadership of the Board
during this time of strategic expansion
of activities.
92
Irish Continental Group
Meetings: The Board agrees a
schedule of regular meetings each
calendar year and also meets on other
occasions, 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.
Attendance at scheduled Board
meetings during the year ended 31
December 2024 was as follows:
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.
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 84-85). 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. The
Board is satisfied, consistent with the
findings of the Board evaluation, that
no individual or group of individuals
dominate 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.
The Board has established a Nomination
Committee to lead the 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
104-106).
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.
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.
Member
Date
Appointed
Meetings
Held
Meetings
Attended
Tenure
J. B. McGuckian (Chair
– appointed 2004)
1988
7
7
37 years
E. Rothwell
1987
7
7
38 years
D. Ledwidge
2016
7
7
9 years
L. Williams
2021
7
7
4 years
D. Clague
2021
7
7
3.5 years
É. Moloney
2022
7
7
2.5 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.
93
Corporate Governance
2024 Annual Report and Financial Statements
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 2024 evaluation was facilitated by
Carol Bolger (CDir) a member of the
Institute of Directors Board Evaluation
Panel. Carol has no connection to the
Group and had assisted the evaluation
performed in 2021. Carol engaged with
the Company prior to the circulation
of an of in-depth questionnaire for
completion by the Board members.
The focus areas included ensuring
effective oversight, Board composition,
agenda, quality of information, time
allocation and decision making
processes. The responses were collated
and the external facilitator presented
a report of the questionnaire findings
to the Chairman together with
observations thereon. The Chairman
shared this report with the Board to
lead a discussion with the Board on
overall effectiveness. The performance
of individual directors was also
assessed by the Chairman following
discussions, held by the Chairman.
Following the conclusion of the
process, the Chairman reported to
the Board on the outcome of the
evaluation process which 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. While no areas of concern
were highlighted, a number of
recommendations to improve Board
processes were agreed.
Separately, within this evaluation
process, the non-executive Directors
led by the Senior Independent
Director met with the Chairman, and
subsequently independent of the
Chairman to evaluate his performance
as chairman. The Senior Independent
Director 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 57 individuals
holding a managerial position, 23%
(2023: 19%) are female and in relation to
the total workforce 43% (2023: 41%) are
female. The Board notes the gradual
improvement in these ratios over
recent years though acknowledges
the imbalance of this ratio compared
to society at large which 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 diverse 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.
The Board confirms that there is a
continuous process for identifying,
evaluating and managing the
significant risks faced by the Group,
that it has been in place for the
Corporate Governance Report
Continued
94
Irish Continental Group
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 99-103). The risk management
framework and processes including
the principal risks and uncertainties
identified are set out in the Risk
Management Report (pages 68-77).
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 128).
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 107-
126).
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 2024.
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 129)); (ii) Share
Option Plans* (page 124); (iii) Long
Term Incentive Plan* (pages 119-121);
(iv) Service Contracts * (page 124);
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 107-126))
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 164,600,565 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
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.
Dematerialisation of ICG Units
Under the EU Central Securities
Depositories Regulation (EU) 909/2014
(“CSDR”) and Irish company law from
1 January 2025, there is a requirement
for all securities in Irish issuers that had
been 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 2025 all
issued ICG units are held in book
entry form and previously issued
share certificates no longer represent
valid evidence of legal title to an ICG
Unit. Further information on the
implications of this change is available
at icg.ie/investors/shareholder-
services/. The Company’s electronic
register is maintained by our Registrar,
Computershare Investor Services
(Ireland) Limited.
95
Corporate Governance
2024 Annual Report and 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
2024 and 31 December 2023.
ICG Units are, in general, freely
transferable but, in accordance with
the Companies Act 2014 (as amended)
and the Constitution, the Directors
may in their absolute discretion 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;
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 such 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 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), Sections 1085 - 1087 of the
Companies Act 2014 (as amended) and
the European Union (Dematerialised
Securities) Regulations 2023 (SI1353 /
2023).
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 9 May
2024, 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 pre-emptive
offer.
In line with market practice, members
will be asked to renew these authorities
at the 2025 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
Corporate Governance Report
Continued
96
Irish Continental Group
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.
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 Sections 1104 and 1087Gof
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.
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.
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Corporate Governance
2024 Annual Report and Financial Statements
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.
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.
The office of a Director shall be 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
Corporate Governance Report
Continued
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.
98
Irish Continental Group
Report 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 2024. 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.
At 31 December 2024, 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
84-85). 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, the
Internal Auditor and representatives
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.
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 and were
last updated in November 2023.
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.
• Monitor the adequacy and
effectiveness of the Company’s
processes for the identification of
climate related risks and opportunities
and the setting of environmental
targets.
• Review and approval of the content
of disclosures to be included in the
Annual Report concerning climate and
sustainability having regard to required
regulatory disclosure and best practice.
• Managing the relationships with
external financial regulatory authorities
Composition
The Committee membership during the year is set out in the table below which
also details attendance and tenure.
Member
Appointed to
Committee
Meetings Held
Meetings
Attended
Tenure
E. Moloney – Chair
(appointed: Nov-22)
Aug-22
4
4
2.5 years
L. Williams
May-21
4
4
3.7 years
D. Clague
Aug-21
4
4
3.5 years
99
Corporate Governance
2024 Annual Report and Financial Statements
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 2024, the
Preliminary Statement of Results
and Annual Report and Financial
Statements for the financial year
ended 31 December 2024 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 2024;
• 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 2024 are set out
below with further details at Note 3 to
the Financial Statements.
Key Estimates
• Post-employment benefits
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 €80.2 million (2023:
€96.9 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 2024 of
€52.3 million (2023: €39.4 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 Committee noted that in respect
of one aluminium hulled vessel
that management had revised the
remaining estimated useful life from
3 years (from an original estimate of
25 years from date of construction)
to 8 years. While the Committee
noted that this action was consistent
with the approach taken in relation
to conventional steel hulled vessels
in the past, they also noted that it
was not specifically addressed in
the accounting policy for property
plant and equipment in relation
to aluminium hulled vessels. The
Committee sought explanation
for and queried management on
the robustness of the reasoning
for this extension. Following this
engagement, the Committee were
satisfied with the approach taken to
the change in estimate.
Critical Accounting Judgements
• Impairment
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 the continuing
profitability of the Irish Ferries
branded operations and discussed
with management general market
conditions in the Group’s geographic
sphere, activity levels in the vessel
market, general condition of the
fleet and regulatory developments
including environmental regulations.
The Committee also considered
the risk of early obsolescence of
the fleet, fleet valuations obtained
from independent ship broker
Simsonship AB and management’s
own valuation models. Based on this
100
Irish Continental Group
review, the Committee concurred
with management’s assessment that
in relation to the ferry fleet, there
were no indicators of impairment at
31 December 2024.
The Committee discussed with
management developments
in the container vessel market
including volatility in charter rates.
The Committee acknowledged a
hardening of rates through the
second half of 2024, following a
weakening of rates since mid-2022
and recent fixings of certain of the
vessels in the fleet. Notwithstanding
these positive market indications,
the Committee concurred with
management’s view that the current
level of rates compared to recent
years and volatility around rates in
general amounted to an indication of
impairment of the Group’s container
vessel fleet at 31 December 2024.
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 2024.
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 2024. 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 2024.
• Going concern
The Committee reviewed the
appropriateness of using a going
concern assumption for the
preparation of the Group Financial
Statements.
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
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.
Accounting for obligations arising
under the EU Emission Trading
Scheme
The Committee considered the
accounting process adopted in relation
to surrender obligations under EU
emission trading scheme (EU ETS) for
which the Group was in scope from
I January 2024. A liability totalling
€10.3 million was recognised at 31
December 2024, which is expected
to increase significantly in future
reporting periods as EU ETS obligations
are phased in over a three year period.
The Committee discussed with
management the process involved
in valuing the EU ETS liability and
concluded that the accrual included
in current liabilities on the Statement
of Financial Position is an accurate
assessment of the September 2025
surrender obligation as at 31 December
2024.
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 128).
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
2024 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 2024 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 2024 and
the Trading Statements issued during
2024.
101
Corporate Governance
2024 Annual Report and Financial Statements
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 Interim Financial
Report for the half-year ended 30 June
2024. 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 68-77).
The Committee, on behalf of the Board,
reviews the effectiveness of the Group’s
control environment including internal
controls and risk identification and risk
management systems. The Committee
also oversees the Internal Audit
programme.
The Risk Management Report describes
the principal risks and uncertainties
identified by the Group. Risks are
grouped under strategic, operational,
IT systems and cyber and financial
risks. The risk management system
is dynamic and monitors for signals
of new emerging risks which during
2024 included proposed additional
regulations over seafarer working
conditions by local governments, macro-
economic and supply chain risk, and
increased documentation requirements
for travel between the UK and EU.
Further details on these are set out in
the Risk Management Report (pages
68-77).
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.
The Key elements of the Group’s
system of internal controls include;
• Clearly defined structures and lines
of authority covering finance, IT and
cyber security, operations, health and
safety and governance;
• Approval by the Board on an annual
basis of Group risk appetite;
• Risk identification, assessment and
assignment;
• Monitoring of KRIs;
• Annual approval of activities giving
rise to highest risk exposures.
During the year, the Committee
met with members of the RMC and
presentations were made outlining
the work undertaken in managing risk
monitoring systems, the categorisation
of risks, 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. In this respect
the RMC conducted risk awareness
workshops with employees from
throughout the Group. The Committee
reviewed with the RMC those activities
assessed as creating 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 Chair meets
regularly with Group Internal Audit
and the Committee approved the 2024
Internal Audit Plan.
The Committee reviewed the
effectiveness and resourcing of the
RMC and Internal Audit activities.
The Committee was satisfied that
all agreed 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.
2024 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 2024. 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.
Report of the Audit and Risk Committee
Continued
102
Irish Continental Group
KPMG reported their key audit
findings to the Committee prior to the
finalisation of the Financial Statements.
This report, which included a schedule
of non-material adjusted and
unadjusted 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
team. The Committee also meet with
the audit team without the presence of
management.
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
2024 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 2024 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 schemes in
respect of the 2024 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
previously employed by the external
auditor within the previous two years
of proposed employment by the Group.
The Audit and Risk 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 and Risk Committee
2 March 2025
103
Corporate Governance
2024 Annual Report and Financial Statements
Dear shareholder,
I am pleased to present the Report
of the Nomination Committee (the
Committee) for the year ended 31
December 2024.
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. There were no changes to
the Board during 2024. The focus of
the Committee during the period was
to ensure that the Board continued
to possess the necessary skills to lead
the Group in a dynamic business
environment.
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
84-85).
Member
Appointed to
Committee
Meetings
Held
Meetings
Attended
Tenure
J.B. McGuckian – Chair
(appointed: Nov-22)
Aug-22
1
1
2.5 years
L. Williams*
May-21
1
1
3.7 years
D. Clague*
Aug-21
1
1
3.5 years
E. Moloney*
Aug-22
1
1
2.5 years
E. Rothwell
Dec-99
1
1
25 years
* Independent Director
In addition to the scheduled meeting, there was significant engagement
between Committee members throughout the period to progress the
Committee’s business.
Report of the Nomination Committee
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 also
reviews director independence, outside
appointments and conflict of interests.
The Committee’s effectiveness is
evaluated within the overall Board
evaluation process outlined in the
Corporate Governance Report (page
94). 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. 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 succession planning
both at Board and senior management
level. We are cognisant of the gender
imbalance in the organisation and
have taken steps to encourage greater
female participation at the recruitment
stage. We are confident that the
improvements in the gender balance
seen during 2024 will continue in the
periods ahead. Outside of gender and
ethnic diversity, as a Committee, we are
confident the current Board’s diverse
skillset ensures the ability to oversee
management and contribute to the
development of strategy.
104
Irish Continental Group
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
11.7 years and 3.3 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 2024 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 16% 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 2024 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 consideration of the
short tenure of the other non-executive
directors, one of whom has been
nominated as the Senior Independent
Director. 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 Nomination
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.
In considering the independence of
Dan Clague, the Committee noted that
Dan, through an associated company
European Marine Advisors Limited,
had provided certain consultancy
services to the Group. The Committee
considered the guidance offered
by Provision 10 of the UK Code on
assessing director independence. The
Committee concluded that the total
fees of €35,000 paid in connection
with this assignment, which has been
completed, were not of a sufficient
level that would create a material
business relationship likely to impair
Dan’s independent judgement. On
that basis the Committee determined
that Dan remained independent.
The Committee also 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
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.
105
Corporate Governance
2024 Annual Report and Financial Statements
Inclusion and Diversity
The Committee reviewed the processes
agreed in respect of workforce
engagement described earlier in
the Corporate Governance Report
(page 91) 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 94). 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 Group’s gender diversity is set
out in the Corporate Governance
Report (page 94). Currently, the female
composition of the Board is 33%
(2023: 33%), 23% (2023: 19%) among
senior managers and 43% (2023:
41%) across the organisation as a whole. While this indicates some progress in
addressing gender imbalance , 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.
The Committee notes the requirements of UK Listing Rule 9.8.6 concerning
certain Board 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
2024:
Gender
67% male / 33% Female
Independence
50% independent / 50% non-independent
Independence
(excluding Chair)
60% independent / 40% non-independent
Age
Average age 63 years in a range 45 to 85 years
Tenure
Average tenure 17 years in a range 3 to 38 years
John B. McGuckian
Chair of the Nomination Committee
2 March 2025
Report of the Nomination Committee
Continued
106
Irish Continental Group
Dear Shareholder,
I am pleased present the Directors’
Remuneration Report for year ended
31 December 2024. I have served on
the Committee since August 2021 and
was appointed as Chair in November
2022. This report describes the
Company’s remuneration framework
and sets out how the Company’s
current remuneration policy was
applied during 2024, together with
background to the Remuneration
Policy proposed for the period 2026 to
2029.
The Remuneration Committee
The Remuneration Policy and
Framework is overseen by the
Remuneration Committee. Committee
membership during 2024 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 84-85).
Report of the Remuneration Committee
As an Irish-incorporated company and
in compliance with the Shareholder
Rights Directive II (SRDII), the Company
is seeking approval of an updated
remuneration policy for the four-year
period 2026 to 2029.This will be put
to a shareholder vote as an advisory
resolution at the 2025 AGM.
Proposed Remuneration Policy
2026 to 2029
The current Remuneration Policy was
approved by shareholders at the 2021
AGM by way of an advisory resolution
which received 87% approval. The
application of the policy as reported
for years 2022 and 2023 received 88.7%
and 91.6% support respectively.
The existing Remuneration Policy was
designed to ensure that 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. In considering various
possible amendments the Committee
concluded that the performance-
focused incentive framework
comprising an annual bonus and an
LTIP continues to be appropriate to the
Group’s business needs and strategy.
Only minor changes are proposed to
the existing policy. No changes to the
maximum level of participation in the
incentive schemes are proposed.
Member
Appointed to
Committee
Meetings
Held
Meetings
Attended
Tenure
D. Clague (Chair –
appointed: Nov-22)
Aug-21
2
2
3.5 years
L. Williams
May-21
2
2
3.7 years
E. Moloney
Aug-22
2
2
2.5 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.
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.
The Committee’s responsibilities 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
and is effective up to and including
financial year 2025. This Remuneration
Report sets out how we have applied
the current Remuneration Policy
during financial year 2024 and this
will be put to a shareholder vote as an
advisory resolution at the 2025 AGM.
107
Corporate Governance
2024 Annual Report and Financial Statements
As part of this review, the Committee sought to compare reward structures to other companies of a comparable size and
complexity. The Committee noted that the small population of Irish listed companies was insufficient to allow for objective
comparison and therefore relied on comparisons against the FTSE 250. While the Company is not a member of the FTSE
250, this was considered consistent with the Company’s London Stock Exchange listing, adoption of the UK Code and the
exposure of the Company to the UK economy. A comparison to FTSE 250 companies with a market capitalisation of up £1.3
billion indicated that the existing salary of the CEO, appointed in 1992, is between median and upper quartile. The existing
salary of the CFO, appointed in 2016, is between the lower quartile and median levels. The Committee considered these
levels were commensurate with tenure and performance. Executive director salaries were last rebased effective 1 January
2022. The levels of annual and long-term incentives are considered in line with market practice with the holding period of
five years applicable to any portion of same remunerated through equity being more stringent than market norms.
Remuneration Policy Table 2026 to 2029
Element & Purpose
Operation
Maximum Opportunity
Base Salary
To attract and retain
high calibre experienced
individuals possessing
skill sets relevant to
the business through
the provision of an
appropriate level of fixed
remuneration.
Base salaries may be reviewed by the
Remuneration Committee annually.
Factors taken into account in the review
include the individual’s role and level
of responsibility, personal performance
and general developments in pay in the
market generally and across the Group.
There is no prescribed maximum salaries
or maximum increases.
Increases will broadly reflect increases
across the Group and in the market
generally.
Increases may be higher to reflect
changes in responsibility or market
changes and in the case of newly
appointed individuals to progressively
align salary with market norms.
Retirement Benefits
To attract and retain
high calibre individuals
possessing skill sets
relevant to the business
through provision of
market competitive
pension arrangements.
Where individuals are eligible to be a
member of a Group defined benefit
pension scheme, contributions are
determined by the scheme actuary
pursuant to the benefits offered under
the scheme rules.
Other individuals and new entrants
may become members of a Group
defined contribution pension scheme
or other similar arrangement where the
Group has discretion to pay appropriate
contributions as a percentage of base
salary as agreed by the Company
and individual under their contract of
employment.
In certain circumstances, the Company
may provide an equivalent cash
payment in lieu of pension contributions.
There are no prescribed maximum
amounts of pension contributions,
though executive Director participation
is substantially on the same terms as the
workforce generally.
No element of remuneration other than
base salary is pensionable.
Other Benefits
To be competitive with
the market.
Benefits may include the use of a
company car or an equivalent cash
amount, club subscriptions, professional
subscriptions, travel benefits, life and
health insurance.
No maximum levels are prescribed as
benefits will be related to each individual
circumstance.
Report of the Remuneration Committee
Continued
108
Irish Continental Group
Element & Purpose
Operation
Maximum Opportunity
Annual Bonus
To reward achievement
of annual financial and
strategic targets and
individual contribution.
Individuals will receive annual bonus
awards based on the achievement of
financial targets and personal objectives
agreed prior to the start of each financial
year.
On achievement of the threshold
performance level 25% of maximum
bonus will normally be paid with a
payment of 50% of maximum bonus for
on target performance.
Due to commercial sensitivity, the
targets will not be disclosed in advance
but may be disclosed retrospectively.
For executive Directors and members
of the Executive Management Team, a
maximum of 50% of any annual award
may be remunerated in cash, with 50%
to be applied towards the acquisition of
ICG equity (inclusive of payroll taxes).
Equity must be held for a period of 5
years from the date of receipt of the
award.
A formal malus and clawback policy
applies whereby awards are subject
to clawback in certain circumstances.
Further details of the clawback policy are
set out later.
The Committee retains discretion
to adjust any award to reflect the
underlying financial position of the
Company.
The maximum award in any period of 12
months may not exceed 200% of base
salary in the case of the CEO and 150%
of base salary in the case of any other
individual.
25% of the maximum award will be based
on the achievement of non-financial
goals, which may include personal,
strategic and sustainability goals.
The Committee may exercise discretion
in exceptional cases to adjust previously
set targets or outcomes for unforeseen
circumstances within the limits set out
above.
An existing contractual annual bonus
arrangement will continue to apply to
the current CEO Mr. Eamonn Rothwell in
lieu of the arrangements described here
and is explained in further detail below.
109
Corporate Governance
2024 Annual Report and Financial Statements
Report of the Remuneration Committee
Continued
Element & Purpose
Operation
Maximum Opportunity
Performance Share Plan
(PSP)
To align the interests of
individuals with the long
term interests of the
Company’s shareholders
through focus on
long-term financial
performance.
The Committee will grant nominal cost
options to individuals to acquire equity
in the Company.
Vesting is subject to the achievement of
performance conditions set at the date
of grant. The performance conditions are
normally measured over three financial
years using targets which are aligned
with the Company’s strategy and
shareholder interests and disclosed in
the annual Remuneration Report.
30% normally vests at threshold
performance and 100% vests at
maximum with pro-rata vesting
between these two levels.
Any vesting of awards is subject to
Committee discretion that it is satisfied
that the Company’s underlying
performance has shown a sustained
improvement in the period since the
date of grant.
No re-testing of the vesting performance
conditions is permitted. Options will
normally be exercised upon vesting and
any ICG equity delivered to an individual
will be held for a period of five years
(extending to post-employment) except
to the extent that the Committee allow
such number of the shares delivered
to be sold to facilitate the discharge of
any tax liabilities. Market standard good
leaver / bad leaver provisions will apply.
The Committee in exercising its
discretion under the rules of the PSP
may (i) re-calibrate the performance
conditions and change their relative
weightings (ii) introduce new and retire
old performance measures; provided
that any changes are no less challenging,
are aligned with shareholder’ interests
and are disclosed in the Committee’s
report to shareholders.
A formal malus and clawback policy
applies whereby awards are subject to
clawback in certain circumstamces.
Further details of the clawback policy are
set out below.
The market value of any PSP awards in
any period of 12 months may not exceed
200% of base salary in the case of the
CEO and 150% of base salary in the case
of any other individual.
In exceptional situations, including
recruitment, higher awards may be
granted but not exceeding 300% of base
salary.
110
Irish Continental Group
Element & Purpose
Operation
Maximum Opportunity
Shareholding
Requirement
To align the interests
of individuals with the
long- term interests of the
Company’s shareholders.
All executive Directors and members
of the Executive Management Team
are expected to maintain a minimum
shareholding of three times base salary.
Individuals are allowed a five-year
period from date of first appointment to
achieve the required holding.
The market value of vested options and
any shares held under the Company’s
restricted share arrangements will count
towards determining an individual’s
holdings.
Not applicable.
Post-Employment
Shareholdings
Alignment of executive
interests with that of the
Company’s shareholders
post- employment
The Company’s incentive structure
by design will normally ensure that
participants contractually retain
substantial shareholdings post-
employment for periods of up to 5 years.
On that basis, the Company has not set
absolute targets but will disclose details
of restricted equity held by executive
directors in the annual Remuneration
Report.
The Committee may exercise discretion
to impose absolute post-employment
holding requirements in circumstances
where market expectations are expected
to be materially under achieved.
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 post
leaving the Company.
Not applicable.
Legacy Arrangements
In addition to the elements of remuneration set out above, which will apply to all future appointments and to Mr. Ledwidge
the current CFO, Mr. Rothwell the current CEO has a confidential legacy contractual provision in place that will operate as
part of the policy. This was agreed to attract Mr. Rothwell to join the Group. It will solely apply to Mr. Rothwell and will be
relinquished upon his departure from the Company.
The following are the key provisions of the CEO’s legacy contractual bonus arrangement.
Element & Purpose
Operation
CEO’s Annual Bonus
To reward achievement of annual
financial targets while promoting
strong alignment with shareholders
through a sharp focus on equity.
The CEO is entitled to bonus payouts based on EPS performance, subject
to adjustment for share capital transactions.
For the CEO, a maximum of 50% of any annual award may be
remunerated in cash, and 50% to be applied towards the acquisition of
ICG equity (inclusive of payroll taxes). Equity must be held for a period of
five years from the date of receipt of the award. In addition to ensuring
a long-term orientation and alignment with shareholder interests, this
structure, in effect, creates a post- employment holding structure. Equity
received must be retained for a five-year period even where Mr Rothwell is
no longer in employment of the Company.
111
Corporate Governance
2024 Annual Report and Financial Statements
Report of the Remuneration Committee
Continued
Malus and Clawback arrangements
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 will operate
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 calculation error in relation to a
performance metric;
• 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;
or
• The appointment of a receiver or
liquidator over a material part of the
Company’s assets or investments
or otherwise the entering into
arrangement with its creditors.
For executive Directors and members
of the Executive Management Team,
50% 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.
Dilution Limits
An award may not be granted if the
result would be that the aggregate
number of shares delivered or
deliverable by way of newly issued
shares or shares out of treasury
pursuant to awards granted under
the PSP or under any other employee
share scheme operated by a member
of the Group in the 10 years preceding
the award date would exceed 10% of
the Company’s issued ordinary share
capital at the award date.
Discretion
The Committee retains discretion
to override maximum thresholds or
formulaic outcomes in circumstances
which it considers exceptional or in its
opinion produces an unfair result. If
such discretion is exercised in favour
of an individual(s) the Committee will
clearly set out its reasons for doing so
in its next report to shareholders. Also,
in exceptional circumstances including
significant change in legislation
the Committee may derogate from
the policy where it believes that the
derogation is in the best interests of
the Company. Any such derogation will
be clearly explained by the Committee
in its annual report and where it is
material and continuing a revised
remuneration policy will be presented
for approval.
Workforce considerations
In setting remuneration levels for the
executive Directors, the Committee
will take into consideration general
pay arrangements applying to the
wider workforce. The remuneration
framework for other employees is
based on broadly consistent principles
used to determine the policy for
Executive Directors. All executives and
senior managers are generally eligible
to participate in the annual bonus
plan and the PSP. Individual salary
levels and incentive award sizes vary
according to the level of seniority and
responsibility, benchmarked against
market levels. PSP performance
conditions are consistent across all
participants.
Recruitment
The remuneration package for any new
Executive Director will be set under the
terms of the Policy Table. Salaries will
be set at an appropriately competitive
level to reflect the role and the skills
and experience of the individual.
Where an individual forfeits contractual
entitlements with a previous employer
as a result of an appointment to
the Company, the committee may
offer compensatory payments or
awards to facilitate recruitment. Any
such payments or awards would be in
such form as the committee considers
appropriate and would normally
reflect the nature, time horizons, and
performance requirements attaching to
that remuneration. There is no limit on
the value of such compensatory awards,
but would be expected to be limited to
the value forfeited.
The maximum level of variable
remuneration which may be awarded
going forward is limited to the current
limits applicable to the CEO under the
annual bonus and PSP. In addition the
Committee may assist with relocation on
a basis considered reasonable.
Where an internal candidate is promoted
to the Board, legacy terms and conditions
subsisting under employment law
will be honoured, but otherwise the
remuneration package will be aligned
with the policy table.
Loss of Office
Other than for a legacy arrangement
applying to Mr. Eamonn Rothwell, notice
periods will not exceed 12 months.
Termination payments are negotiable
in the context of the circumstances
of termination but restricted to a
maximum of 12 months’ salary and
other contractual benefits other
than where higher amounts may be
required under employment legislation
or exceptionally at the Committees
discretion. The annual bonus is payable
at the discretion of the Committee,
considering the circumstances of
cessation, for performance in the financial
year of cessation, normally pro-rata for
time served, and may be paid through a
combination of cash and equity.
The Committee will determine the
retention and vesting of any awards under
the Group’s PSP with pro-rating to time
served normally applying and subject to
normal good leaver / bad leaver terms.
Any annual performance award will be
determined based on an individual’s
contribution in the year of leaving.
Mr. Rothwell has a contractual
arrangement entitling him to a 24 month
notice period in certain circumstances.
Non-executive Directors do not have
notice periods and the Company has no
obligation to pay compensation when
their appointment ceases.
112
Irish Continental Group
Change of Control
Unvested PSP awards may vest early in the event of a takeover, merger, scheme of arrangement or other similar event
involving a change of control of the Company, subject to the pro-rating of the share awards, to reflect the shortened
performance period since the date of grant, though the Committee can exercise its discretion not to apply pro-rating if it
considers it to be inappropriate given any particular circumstances.
Policy table for non-executive directors
Element & Purpose
Operation
Opportunity
To attract and retain non-
executive directors with
the required qualities,
skills, and experience.
Fees for the Chair are determined by the remuneration
committee.
Fees for non-executive directors other than the Chair are
determined the Board.
The chair receives a single fee. NED fees include a base
fee and may include additional fees for other Board
or Committee duties or to reflect additional time
commitment.
The Chair and non-executive directors do not participate
in any incentive plan or pension arrangement.
The Chair and non-executive directors may be reimbursed
for business expenses incurred when travelling in the
performance of duties.
There is no prescribed
maximum annual
increase or fee level.
Fee levels are reviewed
periodically, with
reference to the time
commitment of the
role and market
levels (for example,
in companies of
comparable size and
complexity).
Illustration of application of Remuneration Policy 2026 – 2029
The chart below illustrates the composition of the Executive Directors' remuneration packages at different levels of
performance, both as a percentage of total remuneration opportunity and as a total value.
The above are all calculated based on 1 January 2025 salary levels where;
−Target levels assume an award of 50% of maximum annual bonus potential and 30% vesting of the long-term incentive.
−Maximum levels assume award of 100% of maximum annual bonus potential and 100% vesting of the long-term incentive.
−No assumption is made for the effect of share price movements on the future value of the long-term incentive.
−The target and maximum amounts shown for the CEO are those which might apply to a future CEO if awarded a base
salary equivalent to the current CEO. The current CEO has a legacy arrangement whereby the annual bonus only may
exceed the limits set in the proposed policy illustrated above.
€,1,996,000
€3,807,000
Chief Executive Officer
Target
Maximum
39%
38%
23%
20%
40%
40%
€1,075,000
€1,786,000
Chief Financial Officer
Target
Maximum
46%
30%
24%
28%
36%
36%
Fixed Salary and Benefits
Annual Bonus
Long-term incentive
113
Corporate Governance
2024 Annual Report and Financial Statements
Report of the Remuneration Committee
Continued
Consideration of the UK Corporate Governance Code
In reviewing the new Remuneration Policy, the Committee considered whether the policy addressed the pillars set out in
the Code as follows;
Pillar
How this is addressed in the Remuneration Policy
Clarity
Remuneration arrangements consist of a fixed and variable elements biased to variable
remuneration to establish clear linkage with performance, together with a focus on
long termism through deferred equity arrangements consistent with the Company’s
principal investments in long life assets.
Simplicity
With the focus on variable pay, there is significant linkage between Company
performance and remuneration
Risk
The remuneration policy is designed to encourage risk taking in line with the overall
risk appetite. Malus and clawback policies, together with the structuring of incentive
schemes generates alignment with shareholder interests over the long-term to ensure
a focus on delivering sustainable performance.
Predictability
The Company maintains consistent metrics for the award and vesting of variable
remuneration, and limits the value of awards as set out in the policy.
Proportionality
Remuneration structures are strongly aligned to company performance and delivery of
growth over the long term
Alignment to culture
Strong alignment with shareholder interests over long term will drive behaviours
consistent with our Mission Statement
The Committee also reviewed whether other requirements of the Code had been met.
Requirement
How this is addressed in the Remuneration Policy
Promote long-term
hareholding
A minimum of 50% of the annual incentive is remuneration and 100% of the vesting
long term incentive is remunerated in equity with a five-year disposal restriction. This
applies irrespective of whether the minimum shareholding requirement of three
times salary has been achieved.
Post-employment holding
While the policy does not state an absolute post-employment shareholding
requirement, the 5 year disposal restriction on equity received under the annual and
long term incentives ensures that post employment holdings exceed current market
expectations both in quantum and holding period.
Use of discretion
The Committee retains discretion to adjust formulaic outcomes and has exercised this
in the past.
Pensionable salary
Only basic salary is pensionable and executive directors participate in the Company’s
retirement schemes on the same basis as the general workforce.
Notice periods
Other than in specific circumstances under a contractual arrangement in relation
to the existing CEO, letters of appointment for executive directors do not provide for
compensation for loss of office other than for payments in lieu of notice where, except
as may be required under Irish employment law, the maximum amount payable on
termination is limited to 12 months.
The committee 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.
114
Irish Continental Group
Remuneration Policy and Shareholder
Engagement
In our engagement with shareholders,
some 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
noted that no bonus was paid relating
to financial year 2020 and 2021 due
to the effects of the Covid pandemic
on company performance. The
Committee further notes that the CEO
bonus had been fully remunerated
in equity with a holding period in
excess of five years. The Committee is
satisfied that this level of deferral and
focus on equity is market leading and
is comfortable that it should remain
a key part of the framework for the
current CEO. Nonetheless recognising
that that certain shareholders have
provided feedback on aspects of this
arrangement the Committee confirms
that it will not apply to any future CEO
appointment.
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
discretion to apply a higher
percentage.
• 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.
• Any vesting of Performance
Share Plan awards retained post-
employment also remain subject to
the 5 year disposal restriction
• 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.
• The equity investment requirement
under the annual bonus and
performance share plan apply
irrespective of whether minimum
shareholding requirements have
been achieved.
Integrating ESG Measures
The Committee acknowledges
the increasing 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 in the
Environmental, Social and Governance
Review, 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 have advanced the
development of frameworks, policies
and formally integrated ESG into
decision making in all aspects of our
business. The maritime sector faces
challenges to decarbonisation over
the short to medium term due to lack
of available alternative lower carbon
fuels and technology. In recognition,
the Committee considers that the
element of remuneration linked to
ESG is, at this time, best assessed on
a qualitative basis. The Committee
will keep abreast of developments
and if considered appropriate may
incorporate quantitative ESG targets
into the remuneration structure during
the policy cycle.
115
Corporate Governance
2024 Annual Report and Financial Statements
Annual Remuneration Report 2024
Overview of Performance
The Group is reporting an operating profit of €69.1 million for 2024 (2023: €68.4
million). Operating profit in the Ferries Division was €54.4 million a 4.4% increase
on 2023. This improvement was principally related to strong underlying growth
in both passenger and freight volumes, which was interrupted by the December
closure of Holyhead port. The Container and Terminal Division is reporting
an operating profit of €14.7 million, a 9.8% decrease on 2023. While growth in
volumes was strong with 15.4% more container shipments on our vessels and 8.6%
more containers handled at our terminals, weak shipping rates and an increase in
shipping capacity weighted on profit contribution. Cash generated from Group
operations was €142.5 million (2023: €136.7 million). This has been applied towards
continuing investment in our businesses with strategic capital expenditure
amounting to €15.8 million (2023: €21.5 million) and returns to shareholders of
€33.7 million (2023: €43.8 million) through dividends and share buyback.
The Committee acknowledges the strong contribution of the Executive Directors
and their team in delivering these results including managing the difficulties
presented by the closure of Holyhead Port. Of similar importance has been the
sustained focus on the strategic aspects and maintaining a strong financial
position to underpin future growth. Of note during 2024 has been development
of the ferry fleet and space sharing arrangement on the Dover – Calais service
together with the continuing modernisation and increased capacity of our
container terminals.
Our approach to remuneration has remained consistent with a focus on variable
remuneration and equity reinvestment of same over the long term. This creates a
strong linkage with long-term financial performance of the Group and alignment
of interests between management, shareholders and other stakeholders.
The Committee noted that the 2024 financial performance was below the
threshold for achieving maximum bonus opportunity. Notwithstanding that
certain factors affecting this performance were outside the direct control
of management, the Committee did not consider it appropriate to make
adjustments to any formulaic outcome in respect of performance pay. The
Committee noted the contractual legacy arrange which applies to the current
CEO.
The Committee is satisfied that the remuneration outcomes reported below are
aligned with the philosophy of the remuneration policy approved by shareholders
at the 2021 AGM for the period 2022 to 2025, which favours long-term equity
ownership over short-term remuneration.
Report of the Remuneration Committee
Continued
116
Irish Continental Group
Remuneration Outcomes for executive Directors in 2024
The total Directors’ single figure remuneration for the year was €6,717,000 compared with €4,825,000 in 2023 and details
are set in the table below:
Base salary
Performance pay
Benefits
Pension
Options /
PSP1
Fees
Total
2024
Restricted
shares
Cash
€’000
€’000
€’000
€’000
€’000
€’000
€’000
€’000
Executive Directors
E. Rothwell
736
1,466
-
35
-
2,230
-
4,467
D. Ledwidge
420
466
-
23
40
956
-
1,905
Total for executives
1,156
1,932
-
58
40
3,186
-
6,372
Non-executive Directors
J. B. McGuckian
-
-
-
-
-
-
150
150
L. Williams
-
-
-
-
-
-
65
65
D. Clague
-
-
-
-
-
-
65
65
E. Moloney
-
-
-
-
-
-
65
65
Total for non-executives
-
-
-
-
-
-
345
345
Total
1,156
1,932
-
58
40
3,186
345
6,717
1.
100% of the options granted on 11 March 2022 under the PSP are expected to vest during 2025 based on the 3 year performance period to 31
December 2024. 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 2024.
Details of Directors’ remuneration for the year ended 31 December 2023 are set out below:
Base salary
Performance pay
Benefits
Pension
Options /
PSP1
Fees
Total
2023
Restricted
shares
Cash
€’000
€’000
€’000
€’000
€’000
€’000
€’000
€’000
Executive Directors
E. Rothwell
718
1,390
-
35
-
1,003
-
3,146
D. Ledwidge
410
397
42
22
52
411
-
1,334
Total for executives
1,128
1,787
42
57
52
1,414
-
4,480
Non-executive Directors
J. B. McGuckian
-
-
-
-
-
-
150
150
L. Williams
-
-
-
-
-
-
65
65
D. Clague
-
-
-
-
-
-
65
65
E. Moloney
-
-
-
-
-
-
65
65
Total for non-executives
-
-
-
-
-
-
345
345
Total
1,128
1,787
42
57
52
1,414
345
4,825
1.
The value of options expected to vest based on the 3 year performance period to 31 December 2023 reported in the prior year was based on the
average closing price of an ICG Unit between 1 October 2023 and 31 December 2023. This 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 €42,000 and in respect
of David Ledwidge €17,000.
117
Corporate Governance
2024 Annual Report and Financial Statements
Base Salary
The Committee noted that the salaries
of the CEO and CFO had most recently
been rebased for financial year 2022
following a comprehensive review of
the salaries against market competitive
levels for similar sized ISEQ and FTSE
companies. This was to ensure that
both executive Directors are retained to
execute on recent significant strategic
initiatives, including an expansion of
Group activities. Base salaries have
increased at the rate of 2.5% per annum
since then to the reported levels. The
Committee reviewed current salary
levels during 2024 and are satisfied
that they remain appropriate. For the
CEO the 2024 salary was assessed as
being between the median and upper
quartile of companies of comparable
scale in the FTSE250. The CFO salary
had been assessed as being between
the lower quartile and median of
companies of comparable scale in the
FTSE250.
The Committee again reviewed
salary levels at the end of 2024 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 2025.
Director’s Pension Benefits
The aggregate pension benefits
attributable to the executive Directors
at 31 December 2024 are set out below:
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 €17,000
(2023: €20,000) with a further €23,000
(2023: €32,000) related to the defined
contribution pension arrangements.
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
€33.7 million (2023: €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
D. Ledwidge
Total
2024
Total
2023
€’000
€’000
Increase in accumulated accrued annual benefits (excluding inflation) in the period
1
1
Transfer value of the increase in accumulated accrued benefits (excluding inflation) at year
end*
6
5
Accumulated accrued annual benefits on leaving service at year end
22
21
*
Note: Calculated in accordance with actuarial guidance note GNII.
Report of the Remuneration Committee
Continued
118
Irish Continental Group
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 €1,466,000 be paid to the CEO in line with the formulaic
outcome.
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 2024 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.
Based on the 2024 financial outturns, the Committee determined that out of a maximum bonus potential of €472,000 on
the financial outturn element, a bonus amount of €309,000 was eligible to be awarded.
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 €33.7 million in addition to the €45.8 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 successful recovery of ETS charges effective from
2024 and the significant preparations in advance of additional reporting obligations. The Committee considered that Mr.
Ledwidge’s efforts merited full payout on both personal and ESG factors and concluded that a payment of €157,000 under
these criteria was appropriate.
The Committee considered the aggregate bonus award of €466,000 and did not consider it appropriate to exercise
discretion to adjust the outcome.
Restricted Shares
In relation to both Mr. Rothwell and Mr. Ledwidge, their full annual bonus award rather than the required minimum of 50%,
was remunerated in equity through the Group’s restricted share scheme, which is subject to a disposal restriction of greater
than 5 years. 277,547 and 88,263 ICG Units at a market price of €5.282 were allocated to Mr. Rothwell and Mr. Ledwidge
respectively.
Long Term Incentive
(i) Options expected to vest during 2025 based on performance to 31 December 2024
The Committee has considered the performance conditions attaching to the options granted under the PSP on 11 March
2022 which are tested against Group performance up to 31 December 2024. The 2024 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 100.0%
(2023: 81.3%) and the table below details the expected vesting on each metric.
Performance Condition
Weighting
Threshold
Maximum
Actual
Outcome
Adjusted diluted earnings per share
25%
0.1c
n/a
37.6c
25% out of 25%
Return on average capital employed
25%
13%
20%
20.0%
25% out of 25%
Free cash flow ratio
25%
100%
130%
152%
25% out of 25%
Total shareholder return
Versus peer group
12.5%
8.2%
18.2%
34.8%
12.5% out of 12.5%
Versus FTSE 250
12.5%
(6.3)%
27.3%
34.8%
12.5% out of 12.5%
119
Corporate Governance
2024 Annual Report and Financial Statements
Report of the Remuneration Committee
Continued
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 2024 or subject to good leaver
determination. The Committee has reviewed each vesting rate and considered the overall vesting rate. The Committee
noted the full vesting on the EPSd metric, which was referenced of a nominal base amount of 0.1c per ICG Unit. This nominal
amount was indicative of losses incurred in the reference year, financial year 2021, together with the continuing uncertainty
at the original award date due to the effects of the Covid 19 pandemic. In granting full vesting on this metric the Committee
has considered the absolute EPS reported for financial year 2024 noting that it is 58% higher than the 2019 reported figure
which was the last full financial year pre pandemic. Taking cognisance of the circumstances surrounding the setting the
nominal base amount and the overall vesting rate over the life of the scheme of 59.6%, the Committee were satisfied that
there were no windfall gains and the vesting rate should not be adjusted.
At 31 December 2024, there were 1,531,805 outstanding options granted on 11 March 2022, including 416,500 and 178,500
options in favour of Mr. Rothwell and Mr. Ledwidge respectively of which all are expected to vest during 2025 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
2024 has been included in the total Director remuneration table for year ended 31 December 2024, based on an estimated
share price of €5.42, being the average closing price of an ICG Unit between 1 October 2024 and 31 December 2024.
(ii) Options Vested during 2024
During 2024, the Committee determined, based on performance up to 31 December 2023, the vesting of the options
granted under the PSP on 12 March 2021 at an exercise price of €0.065 at a vesting rate of 81.3 per cent, vesting 825,780
options in total.
Mr. Rothwell held 221,136 of the PSP vested options. Share option remuneration of €1,003,000 based on the market price at
the vesting date has been disclosed in the 2023 remuneration table (adjusting the €961,000 previously disclosed last year
which was estimated based on average prices in the last quarter of 2023). Under the rules of the PSP, the 221,136 PSP options
which vested were exercised and all the delivered shares are subject to retention in trust for a period of five years.
Mr. Ledwidge held 90,650 of the PSP vested options. Share option remuneration of €411,000 based on the market price at
the vesting date has been disclosed in the 2023 remuneration table (adjusting the €394,000 previously disclosed last year
which was estimated based on average prices in the last quarter of 2023). Under the rules of the PSP, the 90,650 PSP options
which vested were exercised and all of the delivered shares are subject to retention in trust for a period of five years.
The share price at date of vesting was €4.60.
(iii) Grants during 2024
The long-term incentive scheme applicable for the 2024 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 8 March 2024, the Committee granted options over 1,338,500 (2023: 1,293,500) 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 €4.64 were 317,000 (2023: 304,500) and 135,500 (2023: 130,500) 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)
120
Irish Continental Group
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
Adjusted diluted earnings per share
5%
12%
Return on average capital employed
13%
20%
Free cash flow ratio
100%
130%
Total shareholder return
Median
Top Quartile
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 2024 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 2024 PSP awards granted were calculated based on a share price of €4.64, the closing share price on the day preceding
the award date. In 2023, the PSP awards granted were calculated based on a share price of €4.71.
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.
121
Corporate Governance
2024 Annual Report and Financial Statements
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
Date of
Grant
31-Dec-23
Granted
Exercised
Lapsed
31-Dec-24
Option Price
(€)
Earliest
Vesting
Date
Latest
Expiry Date
Unvested
Performance Share Plan
12-Mar-21
272,000
-
(221,136)
(50,864)
-
0.065
-
-
Performance Share Plan 1
11-Mar-22
416,500
416,500
0.065
3-Mar-25
-
Performance Share Plan 2
10-Mar-23
304,500
304,500
0.065
10-Mar-
26
-
Performance Share Plan 2
8-Mar-24
-
317,000
-
-
317,000
0.065
8-Mar-27
-
Vested but not yet
exercised
5-Mar-15
700,000
-
-
-
700,000
3.58
-
4-Mar-25
1,693,000
317,000
(221,136)
(50,864) 1,738,000
D. Ledwidge
Option Type
Date of
Grant
31-Dec-23
Granted
Exercised
Lapsed
31-Dec-24
Option Price
(€)
Earliest
Vesting
Date
Latest
Expiry Date
Unvested
Performance Share Plan
12-Mar-21
111,500
-
(90,650)
(20,850)
-
0.065
-
-
Performance Share Plan 1
11-Mar-22
178,500
-
-
-
178,500
0.065
3-Mar-25
-
Performance Share Plan 2
10-Mar-23
130,500
-
-
-
130,500
0.065
10-Mar-
26
-
Performance Share Plan 2
8-Mar-24
-
135,500
-
-
135,500
0.065
8-Mar-27
-
Vested but not yet
exercised
5-Mar-15
150,000
-
-
-
150,000
3.58
-
4-Mar-25
570,500
135,500
(90,650)
(20,850)
594,500
1.
These are expected to vest during 2025 at a vesting rate of 100.0% based on performance to 31 December 2024 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 normally 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.
Remuneration for executive Directors in 2025
The Committee will continue to apply the existing Remuneration Policy, approved by shareholders in May 2021, during
financial year 2025. A revised Remuneration Policy will be put to an advisory vote of shareholders at the 2025 AGM which will
apply for financial year 2026.
Base Salary
The Committee noted 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 2024. The Committee considered it appropriate to increase salaries
for 2025 by a further 2.5%, having considered inflation rates and salary increases applied across the workforce generally.
Having reviewed market developments the Committee remain satisfied that these salary levels are commensurate to
market levels
Report of the Remuneration Committee
Continued
122
Irish Continental Group
Pension arrangements and other benefits
Pension arrangements and other benefits will be unchanged from 2024.
Annual Bonus
The Committee following review has retained the long-standing legacy CEO bonus arrangements for FY2025. The
Committee remains satisfied that the outcomes under this arrangement reflect Group performance, 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 2024, 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 average capital employed, cash flow
generation and relative TSR will be retained and set at the same range levels as for the 2024 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 2024 as a multiple of
base salary at that date are shown in the following table:
Salary multiple held
Eamonn Rothwell
222.5 times
David Ledwidge
7.2 times
Other executive management
9.8 times
Non–Executive Directors
The Committee is responsible for reviewing non-executive fee levels to ensure that they are set at a level sufficient to
attract and retain high quality candidates. The directors fee payable to the Board Chairman is approved by the Committee,
while the directors’ fees payable to other non-executive Directors are approved by the Board. Non-executive directors do
not participate in any of the Company’s performance award plans or pension schemes. The level of fees payable to non-
executive Directors was last adjusted with effect from 1 January 2023. During 2024, the Committee reviewed the current
level of fees and while noting that they remained in the lower quartile of companies of comparable size recommended that
any increase be restricted to levels commensurate with increases awarded to the workforce generally. Following this review,
the Committee approved an increase of €10,000 to the Board Chairman’s fee to €160,000. The Board approved an increase
in fees payable to other non-executive Directors of €5,000 to €70,000. These increased rates are effective from 1 January
2025.
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 2025 AGM.
123
Corporate Governance
2024 Annual Report and Financial Statements
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.
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 2024, the total number of options granted, net of options lapsed amounted to
5.1% of the issued share capital of the Company at 31 December 2024.
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 2024 is €1,284,300 (2023: €1,017,026).
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.
Report of the Remuneration Committee
Continued
124
Irish Continental Group
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 over 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 continuing
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.
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. In addition, these arrangements also apply to the vesting of any PSP awards an executive is
permitted to retain on good leaver grounds on leaving employment.
At 31 December 2024, 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 2025 and January 2030.
No. shares
Held in Trust
Value
€m
Salary multiple
held
Weighted release
profile
Release timeframe
Eamonn Rothwell
1,950,163
10.1
13.7 times
2.8 years
Jan 2025 to Jan 2030
David Ledwidge
537,247
2.8
6.6 times
2.6 years
Jan 2025 to Jan 2030
Other executive
management
1,855,116
9.6
8.6 times
2.4 years
Jan 2025 to Jan 2030
The Committee is satisfied that while not setting an absolute post-employment equity retention requirement, that the
above contractual arrangements achieve the objective of Provision 36 of the UK Corporate Governance Code and are
expected to ensure post-employment equity holdings in excess of market expectations.
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.
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.
125
Corporate Governance
2024 Annual Report and Financial Statements
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;
2024
2023
2022
2021
2020
Eamonn Rothwell
6.9%
29.3%
168.6%
(27.7%)
(44.0%)
David Ledwidge
5.6%
28.4%
76.9%
0.5%
18.0%
John B. McGuckian
0.0%
20.0%
0.0%
0.0%
0.0%
Non-Executive Directors
0.0%
30.0%
0.0%
0.0%
0.0%
FTE Employee
6.0%
2.2%
4.2%
24.2%
(4.2%)
ISEQ
11.4%
23.2%
(15.8%)
14.5%
2.7%
ICG TSR
23.0%
4.4%
(2.1%)
0.6%
(7.0%)
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 in the financial year 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 2024 to the date of this report.
Market price of shares
The closing price of an ICG Unit on Euronext Dublin on 31 December 2024 was €5.18 and the range during the year was
€4.43 to €5.80, with an average daily closing price of €5.24.
Dan Clague
Chair of the Remuneration Committee
2 March 2025
Report of the Remuneration Committee
Continued
126
Irish Continental Group
Report of the Directors
The Directors present their Report
together with the audited Financial
Statements of the Group for the
financial year ended 31 December
2024.
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 and fuels into
its operations, both on its vessels and
onshore.
Dividend and Share Buyback
The Company paid dividends during
financial year 2024, returning €24.7
million to shareholders. The Company
is proposing to pay a final dividend in
respect of the financial year ended 31
December 2024 of 10.43 cent per ICG
Unit on 6 June 2025 to shareholders on
the register at the close of business on
16 May 2025. The cumulative payment
to all shareholders in respect of this
dividend is estimated at €17.2million.
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 8 May 2025.
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 2024 bought back
1,893,983 (2023: 4,752,000) of its
shares, representing 1.1% (2023: 2.8%)
of its issued share capital at the
beginning of the financial year for
a total consideration of €9.0 million
(2023: €21.4 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 2024, the Company’s
retained earnings amounted to €133.8
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 2025 AGM and offer themselves
for re-election. Biographical details
of the Directors are set out in the
Director Biographies (pages 84-85)
of this Annual Report and the result
of the annual board evaluation is set
out in the Corporate Governance
Report (page 94). There were no Board
changes during 2024.
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
40-67).
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 2025, the
principal risks and uncertainties facing
the Group (see Risk Management
Report (pages 68-77)), the Group’s 2025
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 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 2026.
127
Corporate Governance
2024 Annual Report and Financial Statements
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 68-77))
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 2024, 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.
International 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 2024
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 68-77).
Report of the Directors
Continued
128
Irish Continental Group
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 2 March 2025 and as at 31 December 2024 were as follows:
Beneficial Holder as Notified
2 March 2025
31 December 2024
Number of Units
% of Issued Units
Number of Units
% of Issued Units
Eamonn Rothwell
31,396,076
19.0%
31,396,076
19.0%
Wellington Management Company, LLP
14,805,815
8.9%
15,816,5455
9.6%
Kinney Asset Management, LLC
9,347,515
5.6%
9,347,515
5.6%
FMR, LLC
8,425,187
5.1%
7,631,644
4.6%
Marathon Asset Management, LLP
8,289,538
5.0%
8,289,538
5.0%
Ameriprise Financial Inc.
6,517,249
3.9%
6,517,249
3.9%
Sretaw Private Equity Unlimited Company
6,020,000
3.6%
6,020,000
3.6%
Brewin Dolphin Wealth Management
5,895,833
3.5%
5,895,833
3.5%
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 2024 and 1 January 2024 all of which were beneficial, were as follows:
31/12/2024
ICG Units
01/01/2024
ICG Units
31/12/2024
Share Options
01/01/2024
Share Options
Director
John B. McGuckian
296,140
296,140
-
-
Eamonn Rothwell
31,505,173
31,006,127
1,738,000
1,693,000
David Ledwidge
537,247
383,526
594,500
570,500
Lesley Williams
15,000
10,000
-
-
Dan Clague
-
-
-
-
Éimear Moloney
30,000
10,000
-
-
Company Secretary
Thomas Corcoran
502,944
459,777
350,000
345,500
ICG Units are explained under Investor Information at the end of this Annual Report (page 212).
Auditors
KPMG, Chartered Accountants, were
appointed statutory auditor on 12 May
2021 by the shareholders voting on
an ordinary resolution tabled at the
AGM and have been re-appointed
annually since that date. Pursuant to
Section 383(2) of the Companies Act
2014, KPMG, Chartered Accountants,
will continue 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
During the reporting period, the Group
applied 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
86-98) provides details as to how these
were applied by the Company during
2024 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 99-
103)).
129
Corporate Governance
2024 Annual Report and Financial Statements
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 18-21) and
are incorporated into this report by
cross reference.
Future Developments
2024 was a successful year with volume
growth achieved across all parts of
the Group. Operating profit and cash
generation increased over the prior
year, notwithstanding the impact
of the disruption to ferry operations
during December due to the closure
of the Port of Holyhead. In the
Ferries Division we strengthened our
position on the Dover – Calais route,
commenced during 2021, with the
introduction of the Oscar Wilde and
agreeing a space charter agreement
with P&O Ferries. We look forward to
driving future growth on the back of
these initiatives. In the Container and
Terminal Division volumes shipped and
containers handled increased 15.4%
and 8.6% respectively. However, the
benefits of this volume growth were
offset by a weak rate environment and
increased capacity costs resulting in
reduced profitability for the Division
over the prior year. The focus moving
forward will be to address low rates
and leverage the investment in our
terminals.
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 40-67). Nevertheless,
evolving regulatory requirements
will present challenges and any
increased costs will have to be passed
through to customers. We also urge
policy makers to ensure that there is
significant reinvestment of EU ETS and
Fuel EU levies into development of
decarbonisation technologies.
While geopolitical events continue to
create global economic uncertainty
and continued volatility in fuel prices
we look forward to continued growth
during 2025 through the leveraging
of our recent investments and
operational developments in our
operations. We will continue to offer
our customers a high level of service
and adapt to their requirements.
Events after the Reporting Period
Details of subsequent events which
have occurred between 31 December
2024 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 2024 was
approved by the Directors on 2 March
2025. 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 8 May 2025, will be notified to
shareholders during April 2025.
On behalf of the Board
Eamonn Rothwell,
Director
David Ledwidge,
Director
2 March 2025
Registered Office: Ferryport, Alexandra
Road, Dublin 1, Ireland.
Report of the Directors
Continued
130
Irish Continental Group
Directors’ Responsibility Statement
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.
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.
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 84-85) of this
Annual Report, confirm that, to the
best of each person’s knowledge and
belief:
• 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 2024 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
2 March 2025
131
Corporate Governance
2024 Annual Report and Financial Statements
FINANCIAL
STATEMENTS
Independent Auditor’s Report
134
Consolidated Income Statement
140
Consolidated Statement of Comprehensive Income
141
Consolidated Statement of Financial Position
142
Consolidated Statement of Changes in Equity
143
Consolidated Statement of Cash Flows
145
Notes to the Financial Statements
146
Company Statement of Financial Position
197
Company Statement of Changes in Equity
198
Notes Forming Parts of the Company Financial Statements
200
132
Irish Continental Group
133
Financial Statements
2024 Annual Report and Financial Statements
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 2024 set out on pages 140
to 211, 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 summary of material
accounting policies set out in note 2.
The financial reporting framework
that has been applied in their
preparation is Irish Law, including the
Commission Delegated Regulation
2019/815 regarding the single
electronic reporting format (ESEF)
and International Financial Reporting
Standards (IFRS) as adopted by the
European Union and, as regards
the Company financial statements,
as applied in accordance with the
provisions of the Companies Act 2014.
In our opinion:
• the financial statements give a true
and fair view of the assets, liabilities
and financial position of the Group
and Company as at 31 December
2024 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 4 years ended 31
December 2024. 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 2024 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
2024 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.
Independent Auditor’s Report to the Members on the Non-
Statutory Financial Statements of Irish Continental Group plc
134
Irish Continental Group
Detecting irregularities including
fraud
We identified the areas of laws and
regulations that could reasonably be
expected to have a material effect on
the financial statements and risks of
material misstatement due to fraud,
using our understanding of the entity's
industry, regulatory environment and
other external factors and inquiry
with the directors. In addition, our risk
assessment procedures included:
• Inquiring with the directors and
other management as to the
Group’s policies and procedures
regarding compliance with laws and
regulations, identifying, evaluating
and accounting for litigation and
claims, as well as whether they have
knowledge of non-compliance or
instances of litigation or claims.
• Inquiring of directors and the Audit
and Risk 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
and Risk 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
and Risk, Remuneration and
Nomination Committee minutes.
• Considering remuneration incentive
schemes and performance targets
for management.
• Performing 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 and
distributable profits legislation. We
assessed the extent of compliance with
these laws and regulations as part of
our procedures on the related financial
statement items, including assessing
the financial statement disclosures
and agreeing them to supporting
documentation when necessary.
Secondly, the Group is subject to many
other laws and regulations where the
consequences of non-compliance
could have a material effect on
amounts or disclosures in the financial
statements, for instance through
the imposition of fines or litigation.
We identified the following areas as
those most likely to have such an
effect: health and safety, anti-bribery,
employment law, environmental 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
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
environment including the entity’s
procedures for complying with
regulatory requirements.
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 2023):
135
Financial Statements
2024 Annual Report and Financial Statements
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 €299.3m (2023: €315.7m) and Company €127.8m (2023: €133.1m)
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 €351.9 million (Company:
€128.3 million) as of 31 December 2024,
of which €299.3 million (Company:
€127.8 million) related to owned vessels.
The vessel-related depreciation charge
for the year ended 31 December 2024
was €42.7 million (Company: €5.7
million)
This key audit matter consists of the
evaluation of:
• 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
• 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.
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.
For the reasons outlined above the
engagement team determine this
matter to be a key audit matter.
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 and appropriate corroborative independent data, where available.
• 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
Cash Generating Unit (CGU) and assessed their determination as to whether
indicators of impairment existed for relevant assets.
• We considered the completeness of the potential indicators identified
by management and challenged the appropriateness of the Group and
Company’s conclusions.
• We evaluated the completeness, accuracy and relevance of disclosures
required by the relevant accounting standards, including disclosures about
sensitivities and key sources of estimation uncertainty.
• We inspected the asset valuations obtained from experts engaged by the
Group and Company, and considered whether they corroborate the Group and
Company’s impairment assessments at 31 December 2024.
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.
• Compared the future cash flow projections used to projections used in the
Group’s going concern and viability statement analyses.
• 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.
• 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.
136
Irish Continental Group
Valuation of defined benefit pension obligations - Group only
Valuation of the defined benefit pension obligations of €80.2m (2023: obligations of €96.9m).
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
obligations, which may have a material
impact on the measurement of the
obligations.
The measurement of defined benefit
pension obligations 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 obligations.
• We engaged our own actuarial specialists to inspect the valuation
assessments, assess the methodology applied and the key assumptions
applied throughout the Group.
• With the support of our own actuarial specialist, we challenged the key
actuarial assumptions applied in the calculation of the valuation of the
defined benefit pension obligations. The most significant judgements
related to the evaluation of the appropriateness of the discount rate
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 the obligations to changes in key assumptions.
• We found the assumptions used in, and the resulting valuation of the
defined benefit pension obligations 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 (2023: €16.0m).
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, which are highly correlated
to the valuation of vessels they hold and
operate, 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 sheet.
For the reasons outlined above the
engagement team determine this
matter to be a key audit matter.
• 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 as outlined in the key audit matter above, in
particular the assumptions relating to the forecasting of future performance
and cashflows.
• 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.
137
Financial Statements
2024 Annual Report and Financial Statements
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 €2.99m (2023: €2.95m) and
€1.29m (2023:€1.30m) respectively,
determined with reference to
benchmarks of forecasted profit
before tax for the Group and total
assets for the Company of which it
represents 5% (2023: 5%) and 0.7%
(2023: 0.8%) 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
statements tends to be focused on
is, profit before tax. Profit before tax
is the principal financial statement
metric 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 €2.24m (2023:
€2.22m) and €0.97 (2023:€0.97m)
respectively, determined with
reference to benchmarks of forecasted
profit before tax for the Group and
total assets for the Company of
which it represents 75% (2023: 75%)
and 75% (2023: 75%) 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 (2023: €150,000) for the
Group and €64,000 (2023: €64,000)
for the Company, in addition to
other identified misstatements that
warranted reporting on qualitative
grounds.
Of the Group’s 13 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.
The scope of 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 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 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 Report. The
financial statements and our auditor’s
report thereon do not comprise part of
the other information. Our opinion on the
financial statements does not cover the
other information and, accordingly, we do
not express an audit opinion or, except
as explicitly stated below, any form of
assurance conclusion thereon.
Our responsibility is to read the other
information and, in doing so, consider
whether, based on our financial
statements audit work, the information
therein is materially misstated or
inconsistent with the financial
statements or our audit knowledge.
Based solely on that work we have not
identified material misstatements in the
other information.
Based solely on our work on the other
information undertaken during the
course of the audit, we report that:
• we have not identified material
misstatements in the directors’ report;
• in our opinion, the information given in
the directors’ report is consistent with
the financial statements;
• in our opinion, those parts of the
directors’ report specified for our
review, which does not include
sustainability reporting when required
by Part 28 of the Companies Act 2014,
have 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;
Independent Auditor’s Report to the Members on the Non-
Statutory Financial Statements of Irish Continental Group plc
Continued
138
Irish Continental Group
• Director’s statement on whether it
has a reasonable expectation that
the Group will be able to continue in
operation and meet its liabilities;
• Directors' statement on fair,
balanced and understandable
and the information necessary for
shareholders to assess the Group's
position and performance, business
model and strategy;
• Board’s confirmation that it has
carried out a robust assessment of
the emerging and principal risks and
the disclosures in the Annual Report
that describe the principal risks and
the procedures in place to identify
emerging risks and explain how they
are being managed or mitigated;
• Section of the Annual Report that
describes the review of effectiveness
of risk management and internal
control systems; and;
• Section describing the work of the
Audit and Risk Committee.
The Listing Rules of Euronext Dublin
also requires us to review certain
elements of disclosures in the report to
shareholders by the 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.
3 March 2025
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
139
Financial Statements
2024 Annual Report and Financial Statements
Notes
2024
2023
€m
€m
Revenue
4
603.8
572.0
Depreciation and amortisation
9
(64.4)
(64.2)
Employee benefits expense
5
(27.0)
(26.2)
Other operating expenses
9
(443.3)
(413.2)
Operating profit
69.1
68.4
Finance income
6
1.6
1.4
Finance costs
7
(8.5)
(6.5)
Profit before tax
62.2
63.3
Income tax expense
8
(2.3)
(1.7)
Profit for the financial year: all attributable to equity holders of the parent
9
59.9
61.6
Earnings per share – expressed in euro cent per share
Basic
11
36.3
36.2
Diluted
11
35.6
35.7
Consolidated Income Statement
for the year ended 31 December 2024
140
Irish Continental Group
Notes
2024
2023
€m
€m
Profit for the financial year
59.9
61.6
Items that may be reclassified subsequently to profit or loss:
Currency translation adjustment
2.0
1.1
Items that will not be reclassified subsequently to profit or loss:
Actuarial gain on defined benefit obligations
31 viii
11.4
4.9
Deferred tax on defined benefit obligations
24
(0.2)
(0.4)
Other comprehensive income for the financial year
13.2
5.6
Total comprehensive income for the financial year: all attributable to equity
holders of the parent
73.1
67.2
Consolidated Statement of Comprehensive Income
for the year ended 31 December 2024
141
Financial Statements
2024 Annual Report and Financial Statements
2024
2023
Notes
€m
€m
Assets
Non-current assets
Property, plant and equipment
12
351.9
368.7
Intangible assets
13
2.8
2.1
Right-of-use assets
14
106.3
36.1
Retirement benefit surplus
31 iv
52.3
39.4
Finance lease receivable
15
-
7.3
Deferred tax asset
24
0.2
0.3
513.5
453.9
Current assets
Inventories
16
11.1
4.0
Trade and other receivables
17
73.2
68.6
Cash and cash equivalents
18
41.3
46.8
125.6
119.4
Total assets
639.1
573.3
Equity and liabilities
Equity
Share capital
19
10.7
10.8
Share premium
20
21.6
20.9
Other reserves
20
(3.2)
(6.1)
Retained earnings
293.2
256.7
Equity attributable to equity holders of the parent
322.3
282.3
Non-current liabilities
Borrowings
21
89.1
41.1
Lease liabilities
22
99.6
25.4
Deferred tax liabilities
24
5.3
4.5
Provisions
26
0.6
0.9
Retirement benefit obligation
31 iv
0.5
0.5
195.1
72.4
Current liabilities
Borrowings
21
7.3
112.4
Lease liabilities
22
7.5
11.6
Trade and other payables
25
106.3
93.7
Provisions
26
0.6
0.9
121.7
218.6
Total liabilities
316.8
291.0
Total equity and liabilities
639.1
573.3
The Financial Statements were approved by the Board of Directors on 2 March 2025 and signed on its behalf by:
Eamonn Rothwell
Director
David Ledwidge
Director
Consolidated Statement of Financial Position
as at 31 December 2024
142
Irish Continental Group
Share
Capital
Share
Premium
Undenominated
Capital
Reserves
Share
Options
Reserve
Translation
Reserve
Retained
Earnings
Total
€m
€m
€m
€m
€m
€m
€m
Balance at 1 January 2024
10.8
20.9
8.9
7.0
(22.0)
256.7
282.3
Profit for the financial year
-
-
-
-
-
59.9
59.9
Other comprehensive income
-
-
-
-
2.0
11.2
13.2
Total comprehensive income for the
financial year
-
-
-
-
2.0
71.1
73.1
Employee share-based payments expense
-
-
-
3.6
-
-
3.6
Share issue
-
0.7
-
-
-
-
0.7
Dividends
-
-
-
-
-
(24.7)
(24.7)
Share buyback
(0.1)
-
0.1
-
-
(9.0)
(9.0)
Settlement of employee equity plans
through market purchase
-
-
-
-
-
(3.7)
(3.7)
Transferred to retained earnings on exercise
of share options
-
-
-
(2.8)
-
2.8
-
Transactions with shareholders
(0.1)
0.7
0.1
0.8
-
(34.6)
(33.1)
Balance at 31 December 2024
10.7
21.6
9.0
7.8
(20.0)
293.2
322.3
Consolidated Statement of Changes in Equity
For the year ended 31 December 2024
143
Financial Statements
2024 Annual Report and Financial Statements
Share
Capital
Share
Premium
Undenominated
Capital
Reserves
Share
Options
Reserve
Translation
Reserve
Retained
Earnings
Total
€m
€m
€m
€m
€m
€m
€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
-
-
-
-
-
61.6
61.6
Other comprehensive income
-
-
-
-
1.1
4.5
5.6
Total comprehensive income for the
financial year
-
-
-
-
1.1
66.1
67.2
Employee share-based payments expense
-
-
-
2.8
-
-
2.8
Share issue
-
0.4
-
-
-
-
0.4
Dividends
-
-
-
-
-
(24.4)
(24.4)
Share buyback
(0.3)
-
0.3
-
-
(21.4)
(21.4)
Settlement of employee equity plans
through market purchase
-
-
-
-
-
(3.1)
(3.1)
Transferred to retained earnings on exercise
of share options
-
-
-
(2.1)
-
2.1
-
Transactions with shareholders
(0.3)
0.4
0.3
0.7
-
(46.8)
(45.7)
Balance at 31 December 2023
10.8
20.9
8.9
7.0
(22.0)
256.7
282.3
Consolidated Statement of Changes in Equity
For the year ended 31 December 2023
144
Irish Continental Group
2024
2023
Notes
€m
€m
Profit for the financial year
59.9
61.6
Adjustments for:
Finance costs (net)
6.9
5.1
Income tax expense
2.3
1.7
Retirement benefit scheme movements
33
0.7
0.6
Depreciation of property, plant and equipment
46.9
45.1
Amortisation of intangible assets
0.5
0.4
Depreciation of right-of-use assets
17.0
18.7
Share-based payment expense
3.6
2.8
Decrease in provisions
(0.6)
(1.0)
Working capital movements
33
5.3
1.7
Cash generated from operations
142.5
136.7
Income taxes paid
(2.1)
(2.2)
Interest paid
(8.6)
(5.9)
Net cash inflow from operating activities
131.8
128.6
Cash flow from investing activities
Proceeds on disposal of property, plant and equipment
3.2
3.1
Lease inception costs
(2.5)
(1.4)
Purchases of property, plant and equipment and intangible assets
33
(29.9)
(41.9)
Net cash outflow from investing activities
(29.2)
(40.2)
Cash flow from financing activities
Share buyback
(9.0)
(21.4)
Dividends
(24.7)
(24.4)
Repayments of leases liabilities
33
(14.6)
(18.0)
Repayments of bank loans
(94.0)
(40.0)
Drawdown of bank loans
37.5
25.6
Settlement of employee equity plans through market purchases
(3.7)
(3.1)
Proceeds on issue of ordinary share capital
0.7
0.4
Net cash outflow from financing activities
(107.8)
(80.9)
Net (decrease) / increase in cash and cash equivalents
(5.2)
7.5
Cash and cash equivalents at beginning of year
46.8
39.0
Effect of foreign exchange rate changes
(0.3)
0.3
Cash and cash equivalents at end of year
18
41.3
46.8
Consolidated Statement of Cash Flows
for the financial year ended 31 December 2024
145
Financial Statements
2024 Annual Report and Financial Statements
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.
Notes Forming Part of the Consolidated Financial Statements
for the financial year ended 31 December 2024
146
Irish Continental Group
Standards effective for the Group from 1 January 2024
Standard
Description
Effective date for periods commencing
IAS 1 (amendments)
Non-current Liabilities with Covenants
1 January 2024
IAS 1 (amendments)
Classification of Liabilities as Current or
Non-current
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
The above amended standards have been applied in the preparation of the financial statements for the year ended 31
December 2024.
The Group has been in scope of the EU Emissions Trading System (EU ETS) since 1 January 2024 in respect of its shipping
operations. This will require the Group to surrender carbon credits (EUAs) to the EU based on its verified carbon emissions
in the period. These must be surrendered by September 2025. The Group has recognised a new material obligation totalling
€10.3 million at 31 December 2024 which has been included within Trade and other payables under Current Liabilities in the
Consolidated Statement of Financial Position as at 31 December 2024.
Surrender obligations at 31 December 2024 have been based on estimated carbon emissions and those amounts
represented by EUA’s held in inventory have been valued at cost, amounts due to be delivered by charterers at a future date
were valued at the 31 December 2024 spot price with the balance valued at the rates under forward contracts concluded
by the Group as at 31 December 2024. Purchased EUA’s held by the Group at 31 December 2024 have been included in
inventories at cost.
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 2025 or later
Standard
Description
Effective date for periods commencing
IAS 21 (amendments)
Lack of Exchangeability
1 January 2025
IFRS 7 and IFRS 9 (amendments)
Classification and Measurement of
Financial Instruments
1 January 2026
IFRS 1, IFRS 7, IFRS 9, IFRS 10, IAS 7
Annual Improvements to IFRS
Accounting Standards
1 January 2026
IFRS 9
Settlement by Electronic Payments
1 January 2026
IFRS 18
Presentation and Disclosure in
Financial Statements
1 January 2027
IFRS 19
Subsidiaries without Public
Accountability: Disclosures
1 January 2027
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
The above standards and amendments to standards have not been applied in the preparation of the financial statements
for the year ended 31 December 2024. The Group is currently assessing how the application of IFRS 18: Presentation
and Disclosure in Financial Statements, effective for accounting periods on or after 1 January 2027, will affect the future
presentation of the Company and Consolidated Financial Statements. While the adoption of IFRS 18 will not affect the
totals of the Group or Company assets, liabilities, equity, income and expenses, there will likely be changes as to how the
make-up of these principal categories are presented both in the primary statements and the notes together with additional
disclosures around management performance measures. Otherwise, the standards above are not expected to have a
material impact on the results or financial position of the Group when applied in future periods.
2. Summary of accounting policies (continued)
147
Financial Statements
2024 Annual Report and Financial Statements
Accounting policies applied in the preparation of the Financial Statements for the financial year ended 31 December
2024
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.
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
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.
Notes Forming Part of the Consolidated Financial Statements
Continued
2. Summary of accounting policies (continued)
148
Irish Continental Group
Container and Terminal Division
Product or Service
Nature and satisfaction of performance obligation
Container
Shipping
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
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.
2. Summary of accounting policies (continued)
149
Financial Statements
2024 Annual Report and Financial Statements
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
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.
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 comprise 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.
Notes Forming Part of the Consolidated Financial Statements
Continued
2. Summary of accounting policies (continued)
150
Irish Continental Group
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.
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 Consolidated 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.
2. Summary of accounting policies (continued)
151
Financial Statements
2024 Annual Report and Financial Statements
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.
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.
Notes Forming Part of the Consolidated Financial Statements
Continued
2. Summary of accounting policies (continued)
152
Irish Continental Group
The estimated economic useful lives of vessels are as follows:
Hull and Machinery
• Conventional Ropax vessels
30 - 35 years
• Fast ferries
25 - 30 years
• LoLo
25 years
Hotel and Catering
10 years
For the ferry fleet, hull and machinery components are depreciated over an initial estimated useful life of 30 years (fast
ferries 25 years) but this is reviewed on a periodic basis for vessels remaining in service 25 years (fast ferries 20 years) after
original construction.
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
1 – 2 years
Container vessels
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
10 – 100 years
Plant, equipment and vehicles
4 – 25 years
Plant superstructure
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.
2. Summary of accounting policies (continued)
153
Financial Statements
2024 Annual Report and Financial Statements
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.
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. EUAs purchased and held in inventories for the purpose of settlement
of obligations under the EU Emissions Trading System are included at cost.
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.
Notes Forming Part of the Consolidated Financial Statements
Continued
2. Summary of accounting policies (continued)
154
Irish Continental Group
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.
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.
2. Summary of accounting policies (continued)
155
Financial Statements
2024 Annual Report and Financial Statements
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:
Estimation Uncertainty
Recoverable Value Estimates 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.
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 2024 but noted that two vessels had a carrying value in excess of 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 8 owned vessels, which are
each identified as individual cash-generating units as there is no interdependence between vessels.
The value in use exercise involved projecting cash flows over the shorter of a ten year period or remaining economic useful
life 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 equivalent to scrap value. Estimation of charter rates from
the expiration of current charter terms was based on management’s estimate of the long-term charter rate derived from
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 flow projections included an allowance for
maintenance capital principally comprising estimated drydock costs based on each vessel’s maintenance plan. Crewing and
technical management were assumed at current pricing plus annual inflation. The cashflow projections for years 1 to 5 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 2024. 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 2024.
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
Notes Forming Part of the Consolidated Financial Statements
Continued
156
Irish Continental Group
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
Vessel assets - Indicators of Impairment
The Group does not hold any assets, including goodwill, which requires 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 performance of the Group is dependent to a significant degree on macro-economic factors including economic growth
both local and global, inflation, interest rates and exchange rates. The Group has demonstrated as part of its business model
its capacity to mitigate the effects of volatility in these factors on Group performance. Management’s assessment of market
conditions at 31 December 2024 did not raise any concerns around the possible existence of any indicators of impairment
related to macro-economic factors.
The Directors also considered known and expected environmental regulation expected 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 new
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 has been the increased scope of the Emissions Trading
System to include shipping on a phased basis over three years which commenced on 1 January 2024. The EU ETS requires
the payment of a levy based on the volume of emissions. Similar to the actions taken in relation to other regulations which
resulted in increased costs the Group introduced additional charges to customers effective from 1 January 2024 to recover
the costs associated with EU ETS.
The IMO long term CO2 reduction targets 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 even more revolutionary 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 fleet, as due to their age, they will be expected to be replaced with vessels incorporating
newer technologies by this deadline.
In relation to our ferry fleet, given our engagement with the market during 2024, we maintain fluid dialogue with market
makers and transacted one long-term ferry charter with a purchase obligation. While the market was somewhat more
liquid than in previous years vessel values and charter rates remained robust. As further evidence we sought valuations of
our ferry fleet at 31 December 2024 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, there is no indication that
movements in the market value of ferries constitute an indicator of impairment at 31 December 2024.
The general decline in market charter rates for container vessels of the type owned by the Group since mid-2022, reversed
in the second half of 2024, a trend which has continued through to the early part of 2025. Certain of our vessels have been
renewed at rates higher than the expiring rate. Notwithstanding the positive market indications, the current level of market
rates compared to recent years and the volatility around rates in general were assessed as an indicator of impairment for
container fleet assets at 31 December 2024.
3. Critical accounting judgements and key sources of estimation uncertainty (continued)
157
Financial Statements
2024 Annual Report and Financial Statements
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 2025
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 €142.5 million (2023: €136.7 million), with free cash
flow after maintenance capital expenditure of €115.2 million (2023: €107.1 million). The Group retained liquidity reserves
comprising cash balances and committed undrawn facilities at 31 December 2024 of €104.7 million (2023: €82.2 million).
The leverage covenant under the Group’s loan facilities at 31 December 2024, was 0.5 times EBITDA, within the maximum
permitted levels of 3.0 times.
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 2026.
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.
Ferries
Container &
Terminal
Inter- segment
Total
€m
€m
€m
€m
Revenue
2024
External revenue
401.5
202.3
-
603.8
Inter-segment revenue
32.0
1.2
(33.2)
-
Total
433.5
203.5
(33.2)
603.8
2023
External revenue
379.1
192.9
-
572.0
Inter-segment revenue
33.2
1.2
(34.4)
-
Total
412.3
194.1
(34.4)
572.0
Inter-segment revenue is at best estimates of prevailing market prices. The inter-segment revenue in the Ferries Division
in 2024 of €32.0 million (2023: €33.2 million) primarily relates to container vessels which are on time charter to the Group’s
container shipping subsidiary, Eucon.
Notes Forming Part of the Consolidated Financial Statements
Continued
3. Critical accounting judgements and key sources of estimation uncertainty (continued)
158
Irish Continental Group
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.
Ferries
Container & Terminal
Total
2024
2023
2024
2023
2024
2023
€m
€m
€m
€m
€m
€m
Revenue
Passenger
196.5
181.1
-
-
196.5
181.1
Freight
194.2
180.8
202.3
192.9
396.5
373.7
Chartering
10.8
17.2
-
-
10.8
17.2
Total
401.5
379.1
202.3
192.9
603.8
572.0
For the year ended 31 December 2024, €548.9 million was recognised over time (2023: €530.6 million) and €54.9 million
was recognised at a point in time (2023: €41.4 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 €603.8 million (2023: €572.0 million),
€10.4 million (2023: €16.7 million), all of which relates to the Ferries Division, is recognised under IFRS 16 with the remainder
being recognised as revenue under IFRS 15.
Ferries
Container & Terminal
Total
2024
2023
2024
2023
2024
2023
€m
€m
€m
€m
€m
€m
Result
Operating profit
54.4
52.1
14.7
16.3
69.1
68.4
Finance income
1.6
1.4
-
-
1.6
1.4
Finance costs
(7.3)
(5.1)
(1.2)
(1.4)
(8.5)
(6.5)
Profit before tax
48.7
48.4
13.5
14.9
62.2
63.3
Income tax expense
(1.5)
(0.9)
(0.8)
(0.8)
(2.3)
(1.7)
Profit for the financial year
47.2
47.5
12.7
14.1
59.9
61.6
Statement of Financial Position
Assets
Segment assets
494.5
420.3
103.3
106.2
597.8
526.5
Cash and cash equivalents
30.6
39.5
10.7
7.3
41.3
46.8
Consolidated total assets
525.1
459.8
114.0
113.5
639.1
573.3
Liabilities
Segment liabilities
78.1
66.2
35.3
34.4
113.4
100.6
Borrowings and lease liabilities
176.0
158.6
27.4
31.8
203.4
190.4
Consolidated total liabilities
254.1
224.8
62.7
66.2
316.8
291.0
Consolidated net assets
271.0
235.0
51.3
47.3
322.3
282.3
Other segment information
Capital additions
27.9
34.3
1.8
17.0
29.7
51.3
Right-of-use asset additions
84.4
15.4
2.2
0.3
86.6
15.7
Depreciation and amortisation
55.4
54.8
9.0
9.4
64.4
64.2
4. Segmental information (continued)
159
Financial Statements
2024 Annual Report and Financial Statements
Ferries
Container & Terminal
Total
2024
2023
2024
2023
2024
2023
€m
€m
€m
€m
€m
€m
Other operating expenses
Fuel
91.6
92.7
17.9
14.1
109.5
106.8
Labour
55.2
52.6
14.4
12.8
69.6
65.4
Port costs
91.3
80.3
35.8
33.2
127.1
113.5
Haulage
-
-
54.9
51.4
54.9
51.4
Other
64.2
58.7
51.2
51.8
115.4
110.5
Inter-segment
(1.2)
(1.2)
(32.0)
(33.2)
(33.2)
(34.4)
Total other operating expenses
301.1
283.1
142.2
130.1
443.3
413.2
Geographic analysis of revenue by origin of booking
2024
2023
€m
€m
Revenue
Ireland
189.8
186.6
United Kingdom
180.8
154.2
Netherlands
100.9
96.1
Belgium
37.2
38.0
France
27.6
23.5
Poland
15.7
16.0
Germany
8.2
9.3
Austria
9.3
9.0
Other
34.3
39.3
Total
603.8
572.0
For the year ended 31 December 2024, the ‘other’ revenue balance of €34.3 million did not contain revenue attributable to
any single country in excess of €8.2 million.
Geographic location of non-current assets
2024
2023
€m
€m
At Sea and in transit
Vessels
381.0
324.8
Containers
7.5
7.7
388.5
332.5
On Shore
Ireland
67.2
67.1
Other
5.3
7.3
72.5
74.4
Carrying amount at 31 December
461.0
406.9
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.
Notes Forming Part of the Consolidated Financial Statements
Continued
4. Segmental information (continued)
160
Irish Continental Group
5. Employee benefits expense
The average number of employees during the financial year was as follows:
2024
2023
Ferries
205
204
Container and Terminal
84
86
289
290
The number of employees at financial year-end was
290
288
Aggregate costs of employee benefits were as follows:
2024
2023
€m
€m
Wages and salaries
20.8
20.0
Social insurance costs
1.8
1.8
Amounts recognised in respect of defined benefit obligations (note 31 vii)
0.1
1.0
Defined contribution pension scheme – pension cost (note 31)
0.7
0.6
Share-based payment expense (note 30)
3.6
2.8
Total employee benefit costs incurred
27.0
26.2
There were no staff costs capitalised during the financial year (2023: €nil) in relation to management and supervision of the
contracts for the construction of new vessels.
6. Finance income
2024
2023
€m
€m
Net interest income on defined benefit assets (note 31 vii)
1.4
1.3
Interest on bank deposits
0.2
0.1
Total finance income
1.6
1.4
7. Finance costs
2024
2023
€m
€m
Interest on bank overdrafts and loans
4.7
5.0
Interest on lease obligations
3.8
1.5
Total finance costs
8.5
6.5
161
Financial Statements
2024 Annual Report and Financial Statements
8. Income tax expense
2024
2023
€m
€m
Current tax
1.8
1.5
Deferred tax (note 24)
0.5
0.2
Total income tax expense for the financial year
2.3
1.7
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 €1.8 million (2023: €1.5 million) and a
deferred tax charge of €0.5 million (2023: €0.2 million).
The total tax expense for the financial year is reconciled to the accounting profit as follows:
2024
2023
€m
€m
Profit before tax
62.2
63.3
Tax at the domestic income tax rate of 12.5% (2023: 12.5%)
7.8
7.9
Effect of tonnage relief
(6.6)
(6.9)
Difference in effective tax rates
0.6
0.5
Other items
0.5
0.2
Income tax expense recognised in the Consolidated Income Statement
2.3
1.7
Notes Forming Part of the Consolidated Financial Statements
Continued
162
Irish Continental Group
9. Profit for the year
2024
2023
€m
€m
Profit for the year arrived at after charging:
Depreciation of property, plant and equipment (note 12)
46.9
45.1
Amortisation of intangible assets (note 13)
0.5
0.4
Depreciation of right-of-use assets (note 14)
17.0
18.7
Depreciation and amortisation costs
64.4
64.2
Fuel
109.5
106.8
Labour
69.6
65.4
Port costs
127.1
113.5
Haulage
54.9
51.4
Other
82.2
76.1
Other operating expenses
443.3
413.2
Foreign exchange losses / (gains)
0.1
(0.1)
Expenses relating to lease payments not included in the measurement of the lease liability
Short-term leases
4.9
1.9
Variable lease payments
2.6
1.9
Group Auditor’s remuneration:
€’000
€’000
The audit of the Group financial statements
297.5
290.0
Other assurance services
27.0
40.0
Tax advisory and compliance
78.0
70.0
402.5
400.0
The portion of the above audit fees attributable to the Company financial statements payable to KPMG was €85,000 (2023:
€83,000).
10. Dividends
2024
2023
€m
€m
Final dividend of 9.93c per ICG Unit RE: financial year ended 31 December 2023 (2022: 9.45c)
16.3
16.1
Interim dividend of 5.11c per ICG Unit RE: the financial year ended 31 December 2024 (2023:
4.87c)
8.4
8.3
24.7
24.4
The Board is proposing a final dividend of 10.43 cent per ordinary share amounting to €17.2 million out of the distributable
reserves of the Company.
163
Financial Statements
2024 Annual Report and Financial Statements
11. Earnings per share
2024
2023
’000
’000
Shares in issue at the beginning of the year
166,217
170,823
Effect of shares issued during the year
161
70
Effect of share buybacks and cancellation in the year
(1,543)
(960)
Weighted average number of ordinary shares for the purpose of basic earnings per share
164,835
169,933
Dilutive effect of employee equity plans where vesting conditions not met
3,203
2,645
Weighted average number of ordinary shares for the purposes of diluted earnings per share
168,038
172,578
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 564,944 (2023: 838,954) 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:
2024
2023
€m
€m
Earnings
Earnings for the purposes of basic and diluted earnings per share -
Profit for the financial year attributable to equity holders of the parent
59.9
61.6
Net interest income on defined benefit assets (note 31 vii)
(1.4)
(1.3)
Earnings for the purposes of adjusted basic and adjusted diluted earnings per share
58.5
60.3
2024
2023
Cent
Cent
Basic earnings per share
36.3
36.2
Diluted earnings per share
35.6
35.7
Adjusted basic earnings per share
35.5
35.5
Adjusted diluted earnings per share
34.8
34.9
Notes Forming Part of the Consolidated Financial Statements
Continued
164
Irish Continental Group
12. Property, plant and equipment
Assets under
Construction
Vessels
Plant,
Equipment and
Vehicles
Land and
Buildings
Total
€m
€m
€m
€m
€m
Cost
At 1 January 2023
4.6
534.1
65.5
28.3
632.5
Additions
6.1
24.8
18.2
1.6
50.7
Reclassification
(10.7)
10.7
-
-
-
Disposals
-
(16.1)
(4.8)
-
(20.9)
Currency adjustment
-
1.0
0.1
-
1.1
At 31 December 2023
-
554.5
79.0
29.9
663.4
Additions
1.6
24.8
1.3
0.8
28.5
Disposals
-
(13.8)
(0.9)
-
(14.7)
Currency adjustment
-
2.6
0.2
-
2.8
At 31 December 2024
1.6
568.1
79.6
30.7
680.0
Accumulated depreciation
At 1 January 2023
-
213.8
45.5
10.9
270.2
Depreciation charge for the financial year
-
40.8
3.7
0.6
45.1
Eliminated on disposals
-
(16.1)
(4.8)
-
(20.9)
Currency adjustment
-
0.3
-
-
0.3
At 31 December 2023
-
238.8
44.4
11.5
294.7
Depreciation charge for the financial year
-
42.7
3.6
0.6
46.9
Eliminated on disposals
-
(13.8)
(0.9)
-
(14.7)
Currency adjustment
-
1.1
0.1
-
1.2
At 31 December 2024
-
268.8
47.2
12.1
328.1
Carrying amount
At 31 December 2024
1.6
299.3
32.4
18.6
351.9
At 31 December 2023
-
315.7
34.6
18.4
368.7
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.
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 €2.9 million (2023: €2.6 million) decrease/ €4.2 million (2023: €3.7 million) increase in depreciation in the Consolidated
Income Statement, and a €2.9 million (2023: €2.6 million) increase/ €4.2 million (2023: €3.7 million) decrease on the carrying
value of property, plant and equipment in the Statement of Financial Position.
165
Financial Statements
2024 Annual Report and Financial Statements
During the reporting period, management reassessed the remaining economic life of the Dublin Swift fastcraft.
Management considered the technical condition of the vessel noting that the initial useful economic life estimate had
been based on a more intensive use of the vessel that what had actually occurred and that there were no obsolescence
issues that would prevent the vessel from continuing to operate safely and effectively beyond the initial useful life estimate.
Management further considered the valuation estimates received on the vessel which indicated a surplus over carrying
value. Following consideration of the above management expect that the vessel can continue in economic operation for at
least another five years beyond the originally projected end-of-life date. The remaining economic life estimate was increased
from three to eight years from the beginning of the reporting period. No change was made to the residual value estimate. It
was further noted that this decision was consistent with the treatment applied to the Group’s conventional ferries. The effect
of the increase in useful life was to reduce the depreciation charge in the reporting period by €1.4 million.
During the years ended 31 December 2024 and 2023, no staff costs or interest costs were included in additions. Assets under
construction at 31 December 2024 of €1.6 million (2023: €nil) relate to construction completed on assets not in operation at
the year end.
13. Intangible assets
2024
2023
€m
€m
Cost
At 1 January
13.5
12.9
Additions
1.2
0.6
At 31 December
14.7
13.5
Amortisation
At 1 January
11.4
11.0
Charge for the financial year
0.5
0.4
At 31 December
11.9
11.4
Carrying amount
At 31 December
2.8
2.1
At 1 January
2.1
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.
Notes Forming Part of the Consolidated Financial Statements
Continued
12. Property, plant and equipment (continued)
166
Irish Continental Group
14. Right-of-use assets
Vessels
Plant and
Equipment
Land and
Buildings
Total
€m
€m
€m
€m
Cost
At 1 January 2023
49.2
15.2
34.1
98.5
Additions
15.5
0.2
-
15.7
Lease remeasurement
-
-
(2.4)
(2.4)
Derecognition on lease expiry
(49.3)
(0.8)
-
(50.1)
Currency adjustment
-
-
0.3
0.3
At 31 December 2023
15.4
14.6
32.0
62.0
Additions
84.4
2.2
-
86.6
Lease remeasurement
-
-
0.3
0.3
Derecognition on lease expiry
-
(1.5)
-
(1.5)
Currency adjustment
-
-
0.8
0.8
At 31 December 2024
99.8
15.3
33.1
148.2
Accumulated depreciation
At 1 January 2023
41.7
7.1
8.3
57.1
Charge for the period
13.8
2.3
2.6
18.7
Derecognition on lease expiry
(49.3)
(0.8)
-
(50.1)
Currency adjustment
-
-
0.2
0.2
At 31 December 2023
6.2
8.6
11.1
25.9
Charge for period
11.9
2.2
2.9
17.0
Derecognition on lease expiry
-
(1.5)
-
(1.5)
Currency adjustment
-
-
0.5
0.5
At 31 December 2024
18.1
9.3
14.5
41.9
Carrying amount
At 31 December 2024
81.7
6.0
18.6
106.3
At 31 December 2023
9.2
6.0
20.9
36.1
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 €2.2 million (2023: €1.4 million).
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 3.2 years (2023: 3.1 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 90 years
(2023: 91 years); (ii) a concession agreement at Belfast Harbour from which the Group operates a container terminal where
the average remaining lease term was 1.7 years (2023: 2.7 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 17.0 years (2023: 18.0 years).
Related lease liabilities of €107.1 million (2023: €37.0 million) are disclosed in note 22 to the Consolidated Financial
Statements.
167
Financial Statements
2024 Annual Report and Financial Statements
15. Finance lease receivable
2024
2023
€m
€m
At 1 January
10.5
13.6
Amounts received
(3.6)
(3.6)
Net benefit recognised in revenue
0.4
0.5
At 31 December
7.3
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 €3.2 million (2023: €3.1 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:
2024
2023
€m
€m
Within one year
7.3
3.6
Between one and two years
-
7.3
Undiscounted payments receivable
7.3
10.9
Unearned income
-
(0.4)
Present value of payments receivable / Net investment in the lease
7.3
10.5
Analysed as:
Current finance lease receivable
7.3
3.2
Non-current finance lease receivable
-
7.3
7.3
10.5
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 2024 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.
Notes Forming Part of the Consolidated Financial Statements
Continued
168
Irish Continental Group
16. Inventories
2024
2023
€m
€m
Fuel and lubricating oil
4.2
3.5
Catering and other stocks
0.8
0.5
EU carbon credits (EUAs)
6.1
-
11.1
4.0
All inventories have been valued at cost. The Directors consider that the carrying amount of fuel and catering inventories
approximate their replacement value. EUAs held will be used to settle surrender obligations recognised within current
liabilities.
Cost of inventories recognised as an expense in the Consolidated Income Statement amounted to €122.7 million during the
financial year (2023: €118.4 million).
17. Trade and other receivables
2024
2023
€m
€m
Trade receivables
59.3
60.6
Allowance for expected credit losses
(2.2)
(2.3)
57.1
58.3
Prepayments
Deposits relating to property, plant and equipment
0.3
0.1
Other prepayments
4.4
4.1
Finance lease receivable (note 15)
7.3
3.2
Other receivables
4.1
2.9
73.2
68.6
The Group and Company extend credit to certain trade customers after conducting a credit risk assessment. Year-end trade
receivables represent 36 days sales at 31 December 2024 (2023: 39 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:
Gross value
Expected credit
losses
Net value
Gross value
Expected credit
losses
Net value
2024
2024
2024
2023
2023
2023
€m
€m
€m
€m
€m
€m
Not past due
Within terms
56.2
(1.1)
55.1
55.2
(1.4)
53.8
Past due
Within 3 months
2.6
(0.6)
2.0
4.7
(0.5)
4.2
After 3 months
0.5
(0.5)
-
0.7
(0.4)
0.3
59.3
(2.2)
57.1
60.6
(2.3)
58.3
169
Financial Statements
2024 Annual Report and Financial Statements
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.
2024
2023
€m
€m
Movement in the allowance for expected credit losses
Balance at beginning of the financial year
2.3
2.6
Decrease in allowance during the financial year
(0.1)
(0.3)
Balance at end of the financial year
2.2
2.3
18. Cash and cash equivalents
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:
2024
2023
€m
€m
Cash and cash equivalents
41.3
46.8
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:
2024
2023
€m
€m
Ireland
38.9
44.4
United Kingdom
2.3
2.3
Europe
0.1
0.1
Total
41.3
46.8
Notes Forming Part of the Consolidated Financial Statements
Continued
17. Trade and other receivables (continued)
170
Irish Continental Group
19. Share capital
Group and Company
Authorised
2024
2024
2023
2023
Number
€m
Number
€m
Ordinary shares of par value €0.065 each
450,000,000
29.3
450,000,000
29.3
Redeemable shares of par value
€0.00001 each
4,500,000,000
-
4,500,000,000
-
29.3
29.3
Allotted, called up and fully paid
2024
2024
2023
2023
Number
€m
Number
€m
Ordinary shares
At beginning of the financial year
166,217,207
10.8
170,823,142
11.1
Share issue
257,341
-
146,065
-
Share buyback
(1,893,983)
(0.1)
(4,752,000)
(0.3)
At end of the financial year
164,580,565
10.7
166,217,207
10.8
There were no redeemable shares in issue at 31 December 2024 or 31 December 2023.
The Company has one class of share unit, an ICG Unit, which at 31 December 2024 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 257,341 (2023: 146,065) and total consideration received amounted to
€0.7 million (2023: €0.4 million). These ICG Units were issued under the Group’s and Company’s share option plans.
During the year, the Company bought back 1,893,983 (2023: 4,752,000) ICG Units on the market at prices ranging between
€4.50 and €5.00 and at a weighted average price of €4.74 per ICG Unit. Total consideration paid of €9.0 million (2023: €21.4
million) was charged against retained earnings. The nominal value of the shares cancelled of €123,000 (2023: €309,000) 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.
171
Financial Statements
2024 Annual Report and Financial Statements
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 2024, the reserve balance was €0.1
million. The balance is unchanged from 31 December 2023, 1 January 2024 and 1 January 2023.
The undenominated capital redemption reserve represents the nominal value of share capital repurchased. During the year,
€0.1 million was transferred from retained earnings representing the nominal value of shares cancelled. At 31 December
2024, the reserve balance stands at €8.9 million (2023: €8.8 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
2024
2023
€m
€m
Bank loans
97.3
103.8
Private placement loan notes
-
50.0
Origination fees
(0.9)
(0.3)
96.4
153.5
On demand or within one year
7.3
112.4
In the second year
7.3
7.4
In the third year
7.4
7.5
In the fourth year
7.4
7.5
Fifth year and after
67.0
18.7
96.4
153.5
Less: Amount due for settlement within 12 months
(7.3)
(112.4)
Amount due for settlement after 12 months
89.1
41.1
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).
Notes Forming Part of the Consolidated Financial Statements
Continued
172
Irish Continental Group
Borrowing facilities
2024
2023
€m
€m
Overdraft and trade guarantee facilities
Amounts utilised – trade guarantee (note 35)
0.6
0.6
Amounts undrawn
19.4
15.4
Total committed overdraft facilities
20.0
16.0
Committed loan facilities
Amounts drawn
97.3
153.8
Amounts undrawn
44.0
20.0
Total committed loan facilities
141.3
173.8
Uncommitted facilities
314.7
248.9
At 31 December 2024, the Group had total committed loan and overdraft facilities of €161.3 million (2023: €189.8 million)
which comprised of amounts utilised (including trade guarantees of €0.6 million (2023: €0.6 million)) of €97.9 million (2023:
€154.2 million) and amounts undrawn of €63.4 million (2023: €35.4 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 2024 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 €20.0 million. At 31 December 2024,
€0.6 million (2023: €0.6 million) was utilised on this facility by way of trade guarantees and €nil (2023: €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 €100.0 million, which may be increased
to €150.0 million in total at the discretion of the lenders on application. At 31 December 2024, €56.0 million (2023: €55.0
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 has a maturity date of 29 March 2029 but is extendable for up to two
years at the lenders’ discretion.
iii) Amortising term loan facility totalling €41.3 million (2023: €48.8 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 €264.7 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% were repaid during FY2024 under this facility. The facility 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.
21. Borrowings (continued)
173
Financial Statements
2024 Annual Report and Financial Statements
The weighted average interest rates paid during the financial year were as follows:
2024
2023
Bank overdrafts
4.53%
4.24%
Borrowings
2.86%
2.82%
The average interest rates reflect the terms of the refinancing arrangements concluded in prior periods. There was €37.5
million (2023: €25.6 million) worth of bank loans drawn during 2024 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 2024.
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
2024
2023
€m
€m
Operating profit
69.1
68.4
Depreciation and amortisation
64.4
64.2
EBITDA
133.5
132.6
Movement in lease receivable (note 15)*
1.7
3.1
Lease payments (note 22)
(18.4)
(19.5)
EBITDA for covenant purposes
116.8
116.2
*For the financial year ended 2024, only a portion of the movement in the lease receivable is recognisable under the banking
agreement for covenant purposes.
Net debt for covenant purposes
2024
2023
€m
€m
Cash (note 18)
(41.3)
(46.8)
Bank deposits subject to lien (note 18)
-
3.5
Borrowings (note 21)
96.4
153.5
Origination fees (note 21)
0.9
0.3
Trade guarantees (note 35)
0.6
0.6
Net debt for covenant purposes
56.6
111.1
Notes Forming Part of the Consolidated Financial Statements
Continued
21. Borrowings (continued)
174
Irish Continental Group
Bank loan interest expense
2024
2023
€m
€m
Finance income (note 6)
(1.6)
(1.4)
Finance costs (note 7)
8.5
6.5
Net finance costs
6.9
5.1
Net interest income on defined benefit assets (note 6)
1.4
1.3
Interest expense on lease liabilities (note 7)
(3.8)
(1.5)
Bank loan interest expense
4.5
4.9
Times
Times
Covenant
Covenant Level
Leverage ratio
Max 3.0x
0.5x
1.0x
Interest service ratio
Min 4.0x
26.0x
23.7x
22. Lease liabilities
2024
2023
€m
€m
At 1 January
37.0
42.4
Additions
84.1
14.3
Payments
(18.4)
(19.5)
Lease interest expense recognised in period
3.8
1.5
Lease remeasurement
0.3
(1.8)
Currency adjustment
0.3
0.1
At 31 December
107.1
37.0
Analysed as:
Current liabilities
7.5
11.6
Non-current liabilities
99.6
25.4
107.1
37.0
The maturity profile of lease liabilities is set out below:
2024
2023
€m
€m
Committed lease obligations
Within one year
7.5
11.6
Between one and two years
79.9
3.6
Between two and three years
1.4
3.1
Between three and four years
1.3
1.0
Between four and five years
0.8
0.9
Between five and 10 years
1.5
1.9
Greater than 10 years
14.7
14.9
107.1
37.0
21. Borrowings (continued)
175
Financial Statements
2024 Annual Report and Financial Statements
Outstanding lease terms vary from one month to eight years except in the case of leasehold land where the terms vary
between 17 and 97 years. At 31 December 2024, the average incremental borrowing rate applying to lease liabilities was
4.6% (2023: 3.8%) for periods of between one month and 97 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 is due on 1 January 2031. 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 €106.3 million (2023: €36.1 million) are disclosed in note 14 to the Consolidated Financial
Statements. Expenses of €7.5 million (2023: €3.8 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.
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
2024
Loans and
receivables at
amortised cost
Financial
liabilities at
amortised cost
Carrying value
Fair value
€m
€m
€m
€m
Finance lease receivable
7.3
-
7.3
7.3
Trade and other receivables
61.2
-
61.2
61.2
Cash and cash equivalents
41.3
-
41.3
41.3
Borrowings
-
96.4
96.4
94.3
Trade and other payables
-
94.3
94.3
94.3
2023
Loans and
receivables at
amortised cost
Financial
liabilities at
amortised cost
Carrying value
Fair value
€m
€m
€m
€m
Finance lease receivable
10.5
-
10.5
10.5
Trade and other receivables
61.2
-
61.2
61.2
Cash and cash equivalents
46.8
-
46.8
46.8
Borrowings
-
153.5
153.5
148.4
Trade and other payables
-
80.5
80.5
80.5
Notes Forming Part of the Consolidated Financial Statements
Continued
22. Lease liabilities (continued)
176
Irish Continental Group
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 2024 and 31 December 2023. 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 (2023: 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 4 months of the year
ended 31 December 2024, and as such it was determined that the fair value of the lease approximates carrying value.
Trade and other receivables / payables
For trade receivables and trade payables, with average settlement periods of 36 days (2023: 39 days) and 78 days (2023: 71
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 2024 and 31 December 2023 and none were
entered into in either 2024 or 2023.
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 2024 and 2023, other than cross
group guarantees which are eliminated on consolidation.
23. Financial instruments and risk management (continued)
177
Financial Statements
2024 Annual Report and Financial Statements
ii) Interest rate risk
At 31 December 2024, interest rates on short-term bank deposits were contracted for terms of less than three months at
average effective rates of 1.9% (2023: 2.0%).
As referenced in note 21, Group borrowings at 31 December 2024 comprise 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 2024 was
3.41% (2023: 2.96%) for remaining terms of between 4.2 and 5.4 years.
The interest rates on all lease liabilities at 31 December 2024 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 €56.0 million (2023: €55.0 million) was
drawn at 31 December 2024. 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 2024, a
one percentage point (100 basis points) change in average floating interest rates would have had a €0.5 million (2023: €0.7
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:£0.8466 (2023: €1:£0.8698).
Exchange rate exposures are managed within approved policy parameters. The Group did not utilise forward foreign
exchange contracts during the year ended 31 December 2024 or 31 December 2023.
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
decreased by €0.3 million (2023: decrease of €2.0 million) and equity (before tax effects) would have decreased by €3.4
million (2023: decrease of €6.1 million); (ii) a 10% weakening in euro exchange rates against all currencies, profit before tax
would have increased by €0.4 million (2023: increase of €3.1 million) and equity (before tax effects) would have increased by
€4.2 million (2023: increase of €8.1 million). The above movements for financial year 2024 include the embedded mitigating
effects of fuel surcharges and the prior year movements have been recalculated accordingly.
Notes Forming Part of the Consolidated Financial Statements
Continued
23. Financial instruments and risk management (continued)
178
Irish Continental Group
The Group’s exposure to transactional foreign currency risk is as follows:
2024
Euro
Sterling
US Dollar
Total
€m
€m
€m
€m
Trade receivables (net)
0.8
5.6
0.8
6.4
Cash and cash equivalents
2.6
4.5
0.7
7.8
Total assets
3.4
10.1
1.5
14.2
Trade and other payables
0.8
13.7
7.1
20.8
Lease liabilities
-
-
0.7
0.7
Total liabilities
0.8
13.7
7.8
21.5
Net assets / (liabilities)
2.6
(3.6)
(6.3)
(7.3)
2023
Euro
Sterling
US Dollar
Total
€m
€m
€m
€m
Trade receivables (net)
-
5.4
0.1
5.5
Cash and cash equivalents
1.9
10.3
-
12.2
Total assets
1.9
15.7
0.1
17.7
Trade and other payables
-
14.1
7.4
21.5
Lease liabilities
-
-
0.9
0.9
Total liabilities
-
14.1
8.3
22.4
Net assets / (liabilities)
1.9
1.6
(8.2)
(4.7)
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.
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 2024 or 31 December 2023. 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.
23. Financial instruments and risk management (continued)
179
Financial Statements
2024 Annual Report and Financial Statements
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:
2024
2023
€m
€m
Cash and cash equivalents
41.3
46.8
Committed undrawn facilities
63.4
35.4
Liquidity reserve
104.7
82.2
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 2024
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
€m
€m
€m
€m
€m
€m
Liabilities
Trade and other payables
-
98.9
98.9
98.9
-
-
-
-
Borrowings
4.8
96.4
99.1
8.6
7.8
79.0
3.7
-
Lease liabilities
12.3
107.1
157.7
12.6
81.7
5.8
4.9
52.7
Total liabilities
302.4
355.7
120.1
89.5
84.8
8.6
52.7
Liquidity Table 2023
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
€m
€m
€m
€m
€m
€m
Liabilities
Trade and other payables
-
84.5
84.5
84.5
-
-
-
-
Borrowings
1.6
153.5
157.9
114.7
8.1
23.7
11.4
-
Lease liabilities
32.3
37.0
84.3
13.8
4.5
7.0
5.3
53.7
Total liabilities
275.0
326.7
213.0
12.6
30.7
16.7
53.7
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.
Notes Forming Part of the Consolidated Financial Statements
Continued
23. Financial instruments and risk management (continued)
180
Irish Continental Group
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 2024 and 31 December 2023.
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 1.9 million ICG units at a cost of €9.0 million. The Group reduced bank
borrowings (net of drawdowns) by €57.1 million, lease liabilities increased by €70.1 million (driven primarily by the addition of
the Oscar Wilde vessel) and cash and cash equivalents decreased by €5.5 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 2024, the
leverage ratio under covenant definitions was 0.5 times (2023: 1.0 times).
At 31 December 2024, the net debt position of the Group was €162.2 million (2023: net debt of €143.7 million) and total equity
balances amounted to €322.3 million (2023: €282.3 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 (2023: €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.
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.
23. Financial instruments and risk management (continued)
181
Financial Statements
2024 Annual Report and Financial Statements
The following are the deferred tax liabilities and assets recognised by the Group, and the movements thereon, during the
current and prior reporting periods:
2024
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
€m
€m
€m
€m
€m
€m
Accelerated tax depreciation (including ROU assets)
(3.4)
(0.4)
-
-
(3.8)
-
(3.8)
Lease liabilities
3.0
0.2
-
-
3.2
3.2
-
Retirement benefit obligation
(3.8)
(0.3)
(0.2)
(0.2)
(4.5)
-
(4.5)
Tax assets / (liabilities) before set-off
(4.2)
(0.5)
(0.2)
(0.2)
(5.1)
3.2
(8.3)
Set-off tax
-
-
-
-
-
(3.0)
3.0
Net tax assets / (liabilities)
(4.2)
(0.5)
(0.2)
(0.2)
(5.1)
0.2
(5.3)
2023
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
€m
€m
€m
€m
€m
€m
Accelerated tax depreciation (including ROU assets)
(3.8)
0.4
-
-
(3.4)
0.1
(3.5)
Lease liabilities
3.3
(0.3)
-
-
3.0
3.0
-
Retirement benefit obligation
(3.0)
(0.3)
(0.4)
(0.1)
(3.8)
-
(3.8)
Tax assets / (liabilities) before set-off
(3.5)
(0.2)
(0.4)
(0.1)
(4.2)
3.1
(7.3)
Set-off tax
-
-
-
-
-
(2.8)
2.8
Net tax assets / (liabilities)
(3.5)
(0.2)
(0.4)
(0.1)
(4.2)
0.3
(4.5)
Deferred tax is recognised in the Consolidated Statement of Comprehensive Income to the extent it arises on profits or
losses recognised in that statement.
Notes Forming Part of the Consolidated Financial Statements
Continued
24. Deferred tax (continued)
182
Irish Continental Group
25. Trade and other payables
2024
2023
€m
€m
Within one year
Trade and other payables
53.9
52.3
Accruals
40.4
28.2
94.3
80.5
Deferred revenue
7.4
9.2
Payroll taxes
1.4
1.4
Social insurance cost
0.6
0.4
Corporation tax
0.3
0.3
Value-added tax
2.3
1.9
106.3
93.7
Trade payables and accruals comprise amounts outstanding for trade purchases and ongoing costs and are non-interest
bearing. Accruals include an amount of €10.3 million (2023: €nil) for EU ETS surrender obligations under which the Group is
in scope from 1 January 2024. They also include deferred revenue amounts of €7.4 million (2023: €9.2 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:
2024
2023
€m
€m
At 1 January
9.2
11.8
Passenger revenue
(196.5)
(181.7)
Cash received
194.7
179.1
At 31 December
7.4
9.2
The average trade credit period outstanding was 78 days at 31 December 2024 (2023: 71 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.
183
Financial Statements
2024 Annual Report and Financial Statements
26. Provisions
2024
2023
€m
€m
Claims provision
At beginning of the financial year
1.8
2.8
Utilisation of provision
-
-
Decrease in provision
(0.6)
(1.0)
At end of the financial year
1.2
1.8
Analysed as follows:
Current liabilities
0.6
0.9
Non-current liabilities
0.6
0.9
1.2
1.8
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
2024
2023
€m
€m
Commitments for the acquisition of property, plant and equipment – approved and
contracted for, but not accrued
Approved and contracted
2.1
5.5
Less accrued at 31 December
(0.7)
(3.9)
Approved and contracted for not accrued
1.4
1.6
28. Short-term lease obligations
2024
2023
€m
€m
Within one year
-
2.1
There was €nil million of outstanding commitments at 31 December 2024 (2023: €2.1 million) relating to a short-term vessel
charter. An expense of €7.5 million (2023: €3.8 million) was recognised in the period where the related rights were not
recognised as a right-of-use asset. The 2024 expense is analysed in note 9.
Notes Forming Part of the Consolidated Financial Statements
Continued
184
Irish Continental Group
29. Operating lease income
The aggregate future minimum lease payments receivable under non-cancellable operating leases are as follows:
2024
2023
€m
€m
Within one year
3.6
4.8
3.6
4.8
The lease payments receivable relate to the charter of container vessels.
30. Share-based payments
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 119-121). 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, 1,338,500 (2023: 1,293,500) options were granted under the PSP
with vesting measured over a performance period of three years.
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:
2024
2023
Number of share
options
Weighted
average exercise
price
Number of share
options
Weighted
average exercise
price
€
€
Outstanding at 1 January
5,621,987
1.167
5,529,536
1.257
Granted during the year
1,338,500
0.065
1,293,500
0.065
Exercised during the year
(1,060,051)
0.756
(841,477)
0.536
Forfeited during the year
(210,576)
0.065
(359,572)
0.065
Outstanding at 31 December
5,689,860
1.02
5,621,987
1.167
Exercisable at 31 December
1,550,000
3.58
1,780,000
3.546
Weighted average share price at date of exercise of options
4.75
4.495
Weighted average remaining contractual life of options
outstanding at year-end
0.9
1.2 years
In settlement of the options exercised during the year, the Company issued 257,341 (2023: 93,979) new ICG units with the
balance of 801,842 (2023: 747,498) settled through market purchase.
185
Financial Statements
2024 Annual Report and Financial Statements
The exercise prices of options outstanding at 31 December are as follows:
2024
2023
Price
Options
Options
€
Exercisable:
2009 Share Option Plan
Vested Options
-
100,000
2.97
Vested Options
1,550,000
1,680,000
3.58
Exercisable at 31 December
1,550,000
1,780,000
Not Exercisable:
Performance Share Plan
4,139,860
3,841,987
0.065
Outstanding at 31 December
5,689,860
5,621,987
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.
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 5 March 2015, 6 March 2020, 12 March 2021, 11 March 2022, 10 March 2023 and 8
March 2024. The estimated fair values of the options are as follows:
Year of Grant
2024
2023
2022
2021
2020
2015
2015
Share Plan
PSP
PSP
PSP
PSP
PSP
2009 Plan
2009 Plan
Basic Tier
Second Tier
Fair value of option at grant date:
Options subject to market performance
conditions
€1.93
€2.04
€1.29
€2.15
€0.96
€0.4528
€0.5581
Options subject to non-market
performance conditions
€3.31
€3.34
€2.30
€3.63
€3.07
-
-
Notes Forming Part of the Consolidated Financial Statements
Continued
30. Share-based payments (continued)
186
Irish Continental Group
The inputs into the valuation model in the respective years of grant were as follows:
Year of Grant
2024
2023
2022
2021
2020
2015
2015
Basic Tier
Second Tier
At date of grant:
Weighted average share price
€4.64
€4.71
€3.36
€4.26
€3.77
€3.580
€3.580
Weighted average exercise price
€0.065
€0.065
€0.065
€0.065
€0.065
€3.580
€3.580
Expected volatility
31%
35%
45%
43%
29%
29%
31%
Expected life
3 years
3 years
3 years
3 years
3 years
7 years
9 years
Risk free rate
2.55%
2.90%
(0.141%)
(0.562%)
(0.462%)
0.090%
0.299%
Expected dividend yield
3.51%
3.32%
4.41%
2.15%
3.70%
5.16%
4.72%
Expected volatility was determined by calculating the historical volatility of the Company’s share price.
In 2024, the share-based payment expense recognised in the Consolidated Income Statement was €3.6 million (2023: €2.8
million).
The share-based payment expense has been classified in the Consolidated Income Statement as follows:
2024
2023
€m
€m
Employee benefits expense
3.6
2.8
Share-based payment expense of €1.3 million (2023: €1.0 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 2024 is €7.8 million (2023: €7.0
million).
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 €0.7 million (2023: €0.6 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 2024 (2023: €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.
30. Share-based payments (continued)
187
Financial Statements
2024 Annual Report and Financial Statements
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 October 2021 and 31 March 2024. 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 2024 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.
During the year, the Trustee of the Group’s principal defined benefit contribution scheme made an enhanced transfer value
offer to members of the scheme with deferred benefits to transfer the obligations related to their deferred benefits to a
third party insurer. The amount paid was €12.7 million and this gave rise to a €0.6 million curtailment gain which was the
difference between the amount paid and the present value of the liabilities transferred.
The pension contributions paid in the year ended 31 December 2024 amounted to €0.4 million (2023: €0.4 million) while the
current service cost charged to the Consolidated Income Statement amounted to €0.7 million (2023: €0.8 million). A past
service cost of €nil million (2023: €0.2 million) was also charged to the Consolidated Income Statement.
The profile of membership across all schemes at 31 December was as follows;
2024
2023
Current employees
82
91
Members with deferred benefits
305
466
Pensioners
194
183
Total
581
740
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.
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. In the prior year, the Group
recognised a settlement cost of €0.2 million in respect of this transaction. In the current financial year, the remaining €1.0
million pension asset was refunded to the Group and the Scheme was wound up.
The Irish Ferries (UK) Limited Pension Scheme
The Group operates a defined benefit pension scheme for certain employees based in the UK. During the prior year, 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 in the year ended 31 December 2023.
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% (2023: 1.04%). The obligation valuation in these
financial statements at 31 December 2024 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.
Notes Forming Part of the Consolidated Financial Statements
Continued
31. Retirement benefit schemes (continued)
188
Irish Continental Group
On this basis, the share of the overall deficit in the MNOPF estimated to be attributable to the Group at 31 December 2024 is
€nil (2023: €nil). During the year, the Group made payments of €nil (2023: €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.
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:
Sterling liabilities
Euro liabilities
2024
2023
2024
2023
Discount rate
5.45%
4.50%
3.45%
3.15%
Inflation rate
2.85%
2.75%
2.20%
2.30%
Rate of annual increase of pensions in payment
2.20% - 3.25%
2.15% - 3.20%
1.20%
1.30%
Rate of increase of pensionable salaries
1.15%
1.10% 0.00% - 1.30%
0.00% - 1.30%
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 2024, 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%.
31. Retirement benefit schemes (continued)
189
Financial Statements
2024 Annual Report and Financial Statements
The average life expectancy used in the principal Group schemes at age 60 is as follows:
2024
2023
Male
Female
Male
Female
Irish Schemes:
Current retirees
26.8 years
29.7 years
26.8 years
29.7 years
Future retirees
29.2 years
31.7 years
29.2 years
31.7 years
UK Schemes:
Current retirees
27.8 years
29.7 years
27.8 years
29.6 years
Future retirees
29.4 years
31.2 years
29.3 years
31.1 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 €80.2 million at 31 December 2024 (2023: €96.9 million). At 31 December 2024, the
Group also has scheme assets totalling €132.0 million (2023: €135.8 million), giving a net pension surplus of €51.8 million
(2023: surplus of €38.9 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.
There has been no change from the prior year in the methods and assumptions used in preparing the sensitivity analyses
below.
2024
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
7.7% decrease in
liabilities
5.8% decrease in
liabilities
7.3% decrease in
liabilities
Rate of inflation*
0.5% increase in price
inflation
7.7% increase in
liabilities
5.0% increase in
liabilities
7.1% increase in
liabilities
Rate of mortality
Members assumed to live
one year longer
3.1% increase in
liabilities
2.8% increase in
liabilities
3.0% increase in
liabilities
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
*
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.
Notes Forming Part of the Consolidated Financial Statements
Continued
31. Retirement benefit schemes (continued)
190
Irish Continental Group
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:
Scheme with liabilities in sterling
Schemes with liabilities in euro
Total
2024
2023
2024
2023
2024
2023
€m
€m
€m
€m
€m
€m
Equities
10.8
10.4
50.7
57.6
61.5
68.0
Bonds
22.1
21.5
40.1
33.7
62.2
55.2
Insurance contracts
-
-
7.7
7.9
7.7
7.9
Other
0.1
0.3
0.5
4.4
0.6
4.7
Fair value of scheme assets
33.0
32.2
99.0
103.6
132.0
135.8
Present value of scheme liabilities
(17.3)
(18.2)
(62.9)
(78.7)
(80.2)
(96.9)
Surplus in schemes
15.7
14.0
36.1
24.9
51.8
38.9
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 15.8 years (2023: 16.4 years). The weighted
average duration of euro scheme obligations was 16.5 years (2023: 17.0 years) and of sterling scheme obligations was 13.2
years (2023: 13.9 years).
The split between the amounts shown in each category is as follows:
2024
2023
€m
€m
Non-current assets – retirement benefit surplus
52.3
39.4
Non-current liabilities – retirement benefit obligation
(0.5)
(0.5)
Net surplus in pension schemes
51.8
38.9
31. Retirement benefit schemes (continued)
191
Financial Statements
2024 Annual Report and Financial Statements
v) Movements in retirement benefit assets
Movements in the fair value of scheme assets in the current year were as follows:
2024
Schemes in
sterling
Schemes in euro
Total
€m
€m
€m
At beginning of the financial year
32.2
103.6
135.8
Interest income
1.4
3.0
4.4
Actuarial (loss) / gain
(1.5)
8.9
7.4
Exchange difference
1.6
-
1.6
Employer contributions
0.2
0.2
0.4
Contributions from scheme members
-
0.2
0.2
Refund of employer contributions
-
(1.0)
(1.0)
Transfer of assets
-
(12.7)
(12.7)
Benefits paid
(0.9)
(3.2)
(4.1)
At end of the financial year
33.0
99.0
132.0
2023
Schemes in
sterling
Schemes in euro
Total
€m
€m
€m
At beginning of the financial year
28.3
96.5
124.8
Interest income
1.3
3.5
4.8
Actuarial gain
2.7
7.6
10.3
Exchange difference
0.5
-
0.5
Employer contributions
0.2
0.2
0.4
Contributions from scheme members
-
0.2
0.2
Benefits paid
(0.8)
(4.4)
(5.2)
At end of the financial year
32.2
103.6
135.8
vi) Movement in retirement benefit liabilities
Movements in the present value of defined benefit obligations in the year were as follows:
2024
Schemes in
sterling
Schemes in euro
Total
€m
€m
€m
At beginning of the financial year
18.2
78.7
96.9
Service cost
0.1
0.6
0.7
Interest cost
0.8
2.2
3.0
Contributions from scheme members
-
0.2
0.2
Actuarial gain
(1.7)
(2.3)
(4.0)
Curtailment gain
-
(0.6)
(0.6)
Exchange difference
0.8
-
0.8
Transfer of liabilities
-
(12.7)
(12.7)
Benefits paid
(0.9)
(3.2)
(4.1)
At end of the financial year
17.3
62.9
80.2
Notes Forming Part of the Consolidated Financial Statements
Continued
31. Retirement benefit schemes (continued)
192
Irish Continental Group
2023
Schemes in
sterling
Schemes in euro
Total
€m
€m
€m
At beginning of the financial year
16.5
75.1
91.6
Service cost
-
1.0
1.0
Interest cost
0.8
2.7
3.5
Contributions from scheme members
-
0.2
0.2
Actuarial loss
1.3
4.1
5.4
Exchange difference
0.4
-
0.4
Benefits paid
(0.8)
(4.4)
(5.2)
At end of the financial year
18.2
78.7
96.9
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:
2024
2023
€m
€m
Charges to employee benefits expense
Current service cost
0.7
0.8
Past service cost
-
0.2
Curtailment gain
(0.6)
-
0.1
1.0
2024
2023
€m
€m
Recognised in finance income
Interest income on scheme assets
(4.4)
(4.8)
Interest on scheme liabilities
3.0
3.5
Net interest income on defined benefit obligations (note 6)
(1.4)
(1.3)
The estimated amounts of employer contributions expected to be paid to the schemes during 2025 is €0.3 million based on
current funding agreements.
31. Retirement benefit schemes (continued)
193
Financial Statements
2024 Annual Report and Financial Statements
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:
2024
2023
€m
€m
Actuarial gains and losses
Actual total return on scheme assets
11.6
15.1
Interest income on scheme assets
(4.4)
(4.8)
Return on scheme assets (excluding amounts included in net interest cost)
7.2
10.3
Remeasurement adjustments on scheme liabilities:
Losses arising from changes in demographic assumptions
(0.3)
-
Gains / (losses) arising from changes in financial assumptions
5.9
(4.8)
Losses arising from experience adjustments
(1.4)
(0.6)
Actuarial gain recognised in the Consolidated Statement of Comprehensive Income
11.4
4.9
2024
2023
€m
€m
Exchange movement
Exchange gain on scheme assets
1.6
0.5
Exchange loss on scheme liabilities
(0.8)
(0.4)
Net exchange gain recognised in the Consolidated Statement of Comprehensive Income
0.8
0.1
32. Related party transactions
During the financial year, Group entities incurred costs of €0.5 million (2023: €0.5 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:
2024
2023
€m
€m
Short-term benefits
6.6
6.1
Post-employment benefits
0.3
0.3
Share-based payment expense
2.5
2.0
9.4
8.4
The above amounts relate to 13 (2023: 12) individuals. 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.
Notes Forming Part of the Consolidated Financial Statements
Continued
31. Retirement benefit schemes (continued)
194
Irish Continental Group
In the reporting period, Dan Clague, non-executive Director, was a director at European Marine Advisors Limited, which
received fees of €35,000 (2023: nil) in relation to services provided to the Group.
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 117) and the Report of the
Directors (page 129).
Dividends
The Company paid a final dividend in respect of 2023 on 7 June 2024 and an interim dividend in respect of 2024 on 4
October 2024. The total amounts received by key management including Directors in respect of these dividend payments
was €4.9 million (2023: €4.7 million).
Share options
Share options exercised by the Company’s Directors are set out in the Report of the Remuneration Committee (page 122).
33. Cash flow components
2024
2023
€m
€m
Retirement benefit scheme movements
Retirement benefit obligations – current service cost
0.7
0.8
Retirement benefit obligations – past service cost
-
0.2
Retirement benefit obligations – curtailment gain
(0.6)
-
Retirement benefit obligations – refund of contributions on scheme wind up
1.0
-
Retirement benefit obligations – payments
(0.4)
(0.4)
Total retirement benefit scheme movements
0.7
0.6
Repayments of lease liabilities
Lease payments (note 22)
(18.4)
(19.5)
Interest element of lease payments (note 7 & 22)
3.8
1.5
Capital element of lease payments
(14.6)
(18.0)
Purchases of property, plant and equipment and intangible assets
Purchases of property, plant and equipment (note 12)
(28.5)
(50.7)
Purchases of intangible assets (note 13)
(1.2)
(0.6)
(Increase) / decrease in capital asset prepayments (note 17)
(0.2)
9.4
Total purchases of property, plant and equipment and intangible assets
(29.9)
(41.9)
Changes in working capital
(Increase) / decrease in inventories
(7.1)
1.2
(Increase) / decrease in receivables
(0.3)
2.0
Increase / (decrease) in payables
12.7
(1.5)
Total working capital movements
5.3
1.7
32. Related party transactions (continued)
195
Financial Statements
2024 Annual Report and Financial Statements
34. Change in financing liabilities
The changes in liabilities arising from financing activities during the year ended 31 December 2024 were as follows:
Bank loans
Loan notes
Origination fees
Lease liabilities
Total
€m
€m
€m
€m
€m
At 1 January 2024
103.8
50.0
(0.3)
37.0
190.5
Changes from cash flows
Repayment of borrowings
(44.0)
(50.0)
-
-
(94.0)
Lease payments
-
-
-
(18.4)
(18.4)
Interest on lease liabilities
-
-
-
3.8
3.8
Loan drawdown
37.5
-
-
-
37.5
Arrangement expenses
-
-
(0.8)
-
(0.8)
Non-cash flow changes
Amortisation
-
-
0.2
-
0.2
Lease liabilities recognised
-
-
-
84.1
84.1
Lease remeasurement
-
-
-
0.3
0.3
Currency adjustment
-
-
-
0.3
0.3
At 31 December 2024
97.3
-
(0.9)
107.1
203.5
Bank loans comprise amounts drawn under the revolving credit and amortising facilities.
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 (2023: €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 Board is proposing a final dividend of 10.43 cent per ordinary share amounting to €17.2 million out of the distributable
reserves of the Company.
There have been no other material events affecting the Group since 31 December 2024.
Notes Forming Part of the Consolidated Financial Statements
Continued
196
Irish Continental Group
2024
2023
Notes
€m
€m
Assets
Non-current assets
Property, plant and equipment
39
128.3
133.3
Intangible assets
40
0.1
0.2
Investments in subsidiaries
41
16.0
16.0
Retirement benefit surplus
46 iv
-
1.0
144.4
150.5
Current assets
Trade and other receivables
42
28.4
28.2
Cash and cash equivalents
17.7
15.9
46.1
44.1
Total assets
190.5
194.6
Equity and liabilities
Equity
Share capital
43
10.7
10.8
Share premium
21.6
20.9
Other reserves
16.7
15.8
Retained earnings
133.8
142.3
Equity attributable to equity holders
182.8
189.8
Current liabilities
Trade and other payables
45
7.7
4.8
7.7
4.8
Total liabilities
7.7
4.8
Total equity and liabilities
190.5
194.6
The Company reported a profit for the financial year ended 31 December 2024 of €26.1 million (2023: €78.0 million).
The financial statements were approved by the Board of Directors on 2 March 2025 and signed on its behalf by:
Eamonn Rothwell
Director
David Ledwidge
Director
Company Statement of Financial Position
as at 31 December 2024
197
Financial Statements
2024 Annual Report and Financial Statements
Share
Capital
Share
Premium
Capital
Reserve
Share
Options
Reserve
Retained
Earnings
Total
€m
€m
€m
€m
€m
€m
Balance at 1 January 2024
10.8
20.9
8.8
7.0
142.3
189.8
Profit for the financial year
-
-
-
-
26.1
26.1
Other comprehensive income
-
-
-
-
-
-
Total comprehensive income for the financial year
-
-
-
-
26.1
26.1
Share issue
-
0.7
-
-
-
0.7
Share buyback
(0.1)
-
0.1
-
(9.0)
(9.0)
Dividends
-
-
-
-
(24.7)
(24.7)
Movement related to share options granted to
employees in subsidiaries (note 41)
-
-
-
3.6
-
3.6
Settlement of employee equity plans through market
purchase
-
-
-
-
(3.7)
(3.7)
Transferred to retained earnings on exercise of share
options
-
-
-
(2.8)
2.8
-
Transactions with shareholders
(0.1)
0.7
0.1
0.8
(34.6)
(33.1)
Balance at 31 December 2024
10.7
21.6
8.9
7.8
133.8
182.8
Company Statement of Changes in Equity
For the financial year ended 31 December 2024
198
Irish Continental Group
Share
Capital
Share
Premium
Capital
Reserve
Share
Options
Reserve
Retained
Earnings
Total
€m
€m
€m
€m
€m
€m
Balance at 1 January 2023
11.1
20.5
8.5
6.3
111.0
157.4
Profit for the financial year
-
-
-
-
78.0
78.0
Other comprehensive income
-
-
-
-
0.1
0.1
Total comprehensive income for the financial year
-
-
-
-
78.1
78.1
Share issue
-
0.4
-
-
-
0.4
Share buyback
(0.3)
-
0.3
-
(21.4)
(21.4)
Dividends
-
-
-
-
(24.4)
(24.4)
Movement related to share options granted to
employees in subsidiaries (note 41)
-
-
-
2.8
-
2.8
Settlement of employee equity plans through market
purchase
-
-
-
-
(3.1)
(3.1)
Transferred to retained earnings on exercise of share
options
-
-
-
(2.1)
2.1
-
Transactions with shareholders
(0.3)
0.4
0.3
0.7
(46.8)
(45.7)
Balance at 31 December 2023
10.8
20.9
8.8
7.0
142.3
189.8
Company Statement of Changes in Equity
For the financial year ended 31 December 2023
199
Financial Statements
2024 Annual Report and Financial Statements
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 the disclosure exemptions available under FRS 101 have
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.
Notes Forming Parts of the Company Financial Statements
200
Irish Continental Group
38. Company profit for the period
The profit attributable to equity shareholders dealt with in the Financial Statements of the Company was €26.1 million
(2023: €78.0 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 2024 and 2023 as required by Section
305 of the Companies Act 2014, is set out below.
2024
2023
€’000
€’000
Directors remuneration:
Emoluments
3,492
3,367
Pension contributions paid – Defined benefit
16
-
Pension contributions paid – Defined contribution
23
32
Gains from the exercise of options
1,414
1,254
4,945
4,653
There were no employees in the Company during the financial year ended 31 December 2024 (2023: nil). Costs of €5.6 million
(2023: €5.5 million) were recharged to the Company from subsidiary companies in relation to management services.
39. Property, plant and equipment
Company
Assets under
Construction
Vessels
Plant,
Equipment
and Vehicles
Land and
Buildings
Total
€m
€m
€m
€m
€m
Cost
At 1 January 2023
-
161.3
4.0
0.1
165.4
Additions
-
0.1
0.2
-
0.3
At 31 December 2023
-
161.4
4.2
0.1
165.7
Additions
-
0.4
0.3
-
0.7
At 31 December 2024
-
161.8
4.5
0.1
166.4
Accumulated depreciation
At 1 January 2023
-
22.5
3.7
0.1
26.3
Depreciation charge for the financial year
-
5.8
0.3
-
6.1
At 31 December 2023
-
28.3
4.0
0.1
32.4
Depreciation charge for the financial year
-
5.7
-
-
5.7
At 31 December 2024
-
34.0
4.0
0.1
38.1
Carrying amount
At 31 December 2024
-
127.8
0.5
-
128.3
At 31 December 2023
-
133.1
0.2
-
133.3
201
Financial Statements
2024 Annual Report and Financial Statements
40. Intangible assets
2024
2023
€m
€m
Cost
At 1 January
10.4
10.4
Additions
-
-
At 31 December
10.4
10.4
Amortisation
At 1 January
10.2
10.1
Charge for the financial year
0.1
0.1
At 31 December
10.3
10.2
Carrying amount
At 31 December
0.1
0.2
At 1 January
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
2024
2023
€m
€m
Investment in subsidiaries at beginning of the financial year
16.0
16.5
Movement related to share options allocated to employees in subsidiaries
3.6
2.8
Payments received on exercise of options
(3.6)
(3.3)
Investment in subsidiaries at end of the financial year
16.0
16.0
Notes Forming Part of the Company Financial Statements
Continued
202
Irish Continental Group
The Company’s principal subsidiaries at 31 December 2024 are as follows:
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*
Ireland
Ship leasing
Irish Ferries Services Limited*
Ireland
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
Irish Ferries (U.K.) Services Limited
United Kingdom
Administration services
Zatarga Limited
Isle of Man
Ship leasing
Contarga Limited*
Ireland
Ship leasing
Irish Ferries Finance DAC*
Ireland
Administration services
ICG Shipping (W. B. Yeats) Limited
Ireland
Non-trading
Irish Ferries International Limited*
Ireland
Ferry operator
*Companies availing of Companies Act 2014 exemption under S357
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
2024
2023
€m
€m
Amounts due from subsidiary companies (note 47)
25.9
27.9
Other receivables
2.5
0.3
28.4
28.2
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.
41. Investment in subsidiaries (continued)
203
Financial Statements
2024 Annual Report and Financial Statements
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 (2023: €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.
45. Trade and other payables
2024
2023
€m
€m
Within 1 year
Amounts due to subsidiary companies (note 47)
4.6
3.1
Other payables
3.1
1.7
7.7
4.8
Other payables include provisions of €nil at 31 December 2024 (2023: €0.4 million).
The amounts owed by the Company to its subsidiaries is represented as follows:
2024
2023
€m
€m
Trading balances
4.6
3.1
Financing balances
-
-
4.6
3.1
Trading balances owed to subsidiary companies are subject to normal credit terms.
The average interest rate paid on borrowings advanced during the year was 3.06% (2023: 3.23%). There were no financing
balances outstanding at 31 December 2024 (2023: €nil).
Notes Forming Part of the Company Financial Statements
Continued
204
Irish Continental Group
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 2024 and to take
account of financial conditions at this date. During the year ended 31 December 2023, 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 in the prior
year. The Scheme was formally wound up during the year end 31 December 2024.
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.
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% (2023: 0.33%).
The obligation valuation in these financial statements at 31 December 2024 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 2024 (2023: €nil). During
the year the Company made payments of €nil (2023: €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 at 31 December 2024 (2023: €nil). At 31 December 2024, the Company also has
scheme assets totalling €nil (2023: €1.0 million) giving a net pension surplus of €nil (2023: €1.0 million). The size of the
obligation is sensitive to actuarial assumptions.
205
Financial Statements
2024 Annual Report and Financial Statements
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:
2024
2023
€m
€m
Equities
-
-
Bonds
-
-
Property
-
-
Other
-
1.0
Fair value of scheme assets
-
1.0
Present value of scheme liabilities
-
-
Surplus in schemes
-
1.0
The retirement benefit scheme sponsored by the Company was wound up during the year. 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 (2023: €nil).
The total surplus of €nil (2023: €1.0 million) is shown under non-current assets in the Statement of Financial Position.
v) Movement in retirement benefit assets
Movements in the fair value of scheme assets in the financial year were as follows:
€m
2024
At beginning of the financial year
1.0
Refund of employer contributions
(1.0)
At end of the financial year
-
2023
At beginning of the financial year
1.7
Benefits paid
(0.8)
Actuarial gain
0.1
At end of the financial year
1.0
46. Retirement benefit schemes (continued)
Notes Forming Part of the Company Financial Statements
Continued
206
Irish Continental Group
vi) Movement in retirement benefit liabilities
Movements in the present value of defined benefit obligations in the financial year were as follows:
€m
2024
At beginning of the financial year
-
At end of the financial year
-
2023
At beginning of the financial year
0.7
Benefits paid
(0.8)
Settlement loss
0.2
Actuarial gain
(0.1)
At end of the financial year
-
The present value of scheme liabilities at the financial year ended 31 December 2024 and 31 December 2023 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 (2023: €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.
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:
2024
2023
€m
€m
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:
Gains arising from experience adjustments
-
0.1
Gains arising from changes in financial assumptions
-
0.1
Actuarial gain recognised in Statement of Comprehensive Income
-
0.2
46. Retirement benefit schemes (continued)
207
Financial Statements
2024 Annual Report and Financial Statements
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 (2023: €18.6 million), dividends received of €20.7 million (2023: €71.2 million) and interest
payable of €0.1 million (2023: €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:
2024
2023
€m
€m
Amounts due from subsidiary companies (note 42)
25.9
27.9
Amounts due to subsidiary companies (note 45)
(4.6)
(3.1)
21.3
24.8
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.
Notes Forming Part of the Company Financial Statements
Continued
208
Irish Continental Group
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 2024 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 2024 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 Board is proposing a final dividend of 10.43 cent per ordinary share amounting to €17.2 million out of the distributable
reserves of the Company.
There have been no other material events affecting the Group since 31 December 2024.
51. Approval of financial statements
The Financial Statements were approved by the Board of Directors and authorised for issue on 2 March 2025.
209
Financial Statements
2024 Annual Report and Financial Statements
Investor Information
212
Other Information
214
INVESTOR
AND OTHER
INFORMATION
210
Irish Continental Group
211
Investor and Other Information
2024 Annual Report and Financial Statements
ICG Units
An ICG Unit consists of one ordinary share and nil redeemable shares at 31 December 2024 and 31 December 2023. 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 2 March 2025, 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 (€)
High
Low
Year end
Year ended 31 December 2024
5.80
4.43
5.18
Year ended 31 December 2023
4.90
4.20
4.33
Share listings
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
Investor Information
212
Irish Continental Group
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 2025
Announcement of Preliminary Statement of Results to 31 December
2024
3 March 2025
Annual General Meeting
8 May 2025
Half year results announcement
28 August 2025
Travel discounts for shareholders
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 2 March 2025 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.
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2024 Annual Report and Financial Statements
Other information
Registered office
Ferryport
Alexandra Road
Dublin 1, Ireland.
Solicitors
A&L Goodbody, Dublin
Auditors
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
Computershare Investor Services (Ireland) Limited
3100 Lake Drive
Citywest Business Campus
Dublin 24
D24 AK82
Website
www.icg.ie
Email
info@icg.ie
Euronext Dublin
London Stock Exchange
Reuters
IR5B_u.I
ICG_u.L
Bloomberg
IR5B
ICGC
ISE Xetra
IR5B
Investor Information
Continued
214
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, 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.
215
Investor and Other Information
2024 Annual Report and Financial Statements
216
Irish Continental Group
www.sourcedesign.ie
Irish Continental Group plc , Ferryport
Alexandra Road, Dublin 1, Ireland, D01W2F5.