A N N U A L R E P O R T
2 0 2 3
T A B L E O F C O N T E N T S
04
Data
Highlights
05
S EC TIO N O NE
Strategic Report
07
09
15
17
The Chair’s Statement
Business Review
Financial Report
Risk Management
22
S EC TIO N TWO
Governance Report
23
29
32
35
39
41
Report of the Directors
Nomination Committee Report
Remuneration and Management Oversight Committee Report
Audit and Risk Committee Report
Corporate and Social Responsibility
Directors’ Responsibility
43
S EC TIO N TH RE E
Task Force on Climate
Related Financial Disclosures
50
S EC TIO N FO UR
Consolidated Financial Statements
51
59
60
61
62
63
Independent Auditor’s Report
Consolidated Statement of Profit or Loss and Other Comprehensive Income
Consolidated Statement of Financial Position
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flow
Notes to the Consolidated Financial Statements
104
Five Year Summary (Unaudited)
105
S EC TIO N FI VE
Shareholder Information
106
107
108
Directory
Notice of Annual General Meeting
Form of Proxy
About Ocean Wilsons Holdings Limited
Ocean Wilsons Holdings Limited (“Ocean
Wilsons” or the “Company”) is a Bermuda
investment holding company which,
through its subsidiaries, holds a portfolio
of international investments and operates
a maritime services company in Brazil.
The Company is listed on both the London
Stock Exchange and the Bermuda Stock
Exchange.
Principal Activities
The Company’s principal activities are the management of a diverse
global investment portfolio and the provision of maritime and logistics
services in Brazil.
Ocean Wilsons has two operating subsidiaries: Ocean Wilsons
(Investments) Limited (“OWIL”) and Wilson Sons S.A. (“Wilson Sons”)
(together with the Company and their subsidiaries, the “Group”).
The Company owns 100% of OWIL and 57% of Wilson Sons which is fully
consolidated in the financial statements with a 43% non-controlling
interest. Wilson Sons is one of the largest providers of maritime
services in Brazil with activities including towage, container terminals,
offshore oil and gas support services, small vessel construction,
logistics and ship agency.
Objective
The Company’s objective is to focus on long-term value creation
through both the investment portfolio and the investment in Wilson
Sons. This longer-term view directs an OWIL investment strategy of
a balanced thematic portfolio of funds leveraging our long-standing
investment market relationships and through detailed insights and
analysis. The Wilson Sons strategy focuses on providing best in class or
innovative solutions in a rapidly growing maritime logistics market.
Data Highlights
Key Data AT 31 DECEMBER - IN US$ MILLIONS
Revenue
Operating profit
Profit after tax
$486.6
2022: $440.1
Change: + 10.6%
$125.7
2022: $113.8
Change: + 10.5%
$103.1
2022: $11.5
Change: + 796.5%
Investment portfolio net return
$26.1
2022: ($51.0)
Change: + $77.1
Investment portfolio assets
$310.9
2022: $293.8
Change: + 5.8%
Net assets
Net debt
$815.8
2022: $754.1
Change: + 8.2%
$479.1
2022: $440.2
Change: + 8.8%
Net cash inflow from operating activities
$128.7
2022: $98.9
Change: + 30.1%
Share Data AT 31 DECEMBER
Share price (GBP)
12.00
2022: 9.30
Change: + 29.0%
Earnings per share (USD)
189.6 c
2022: (52.8) c
Change: + 242.4 c
Dividend paid per share (USD)
70 c
2022: 70 c
Change: -
Proposed dividend per share for 2024 (USD)
85 c
S E C T I O N O N E
Strategic
Report
• 5 •
OCEAN WILSONS HOLDINGS LIMITED 2023 ANNUAL REPORT • 6 •
The Chair’s Statement
I am delighted to report that 2023 was an excellent year for
Ocean Wilsons. Our operations at Wilson Sons delivered
their best financial performance ever and our investment
portfolio returned strong results after a loss in 2022. These
accomplishments resulted in solid returns, allowing us to
propose an annual dividend of US 85 cents per share for our
shareholders to be paid 14 June 2024, an increase from the
70 cents dividend paid in recent years.
In a geopolitical sense, turmoil in the world has increased
since last year with the ongoing war in Ukraine seeming to be
now dug in for a longer conflict, the recent hostilities in the
Middle East which continue and the tension between China
and Taiwan escalating. Inflation remains a concern, albeit at
a reduced level from a year ago, but the projections for 2024
remain mixed, with inflation and interest rates considered
likely to remain unsettled for the short term. The fears of a
global recession, whilst somewhat mitigated, have not gone
away and we remain in uncertain times. With that backdrop,
we are particularly pleased with the performance of both of
our subsidiaries.
Wilson Sons yet again grew revenues with container volumes
and maritime operations now firmly back on a pre-pandemic
growth trajectory, with each division contributing to a record
overall profit. It ended the year with an all-time high stock
price of BRL17.46 (US$3.61) reflecting this performance. We
announced in June 2023 that we were performing a strategic
review of our Brazilian operations which remains ongoing at
the date of this report. I would like to take this opportunity to
commend the Board and the leadership team at Wilson Sons
for maintaining their focus on operations at a time when such
a review can be distracting to day-to-day business.
Our investment portfolio results returned to a profit after the
loss in 2022. Whilst a loss-making result is never something
to celebrate, our results last year were very creditable
compared to the market which saw heavy falls in equities
and bonds. Similarly in 2023, the team have delivered a
gross return of 10.1% on the portfolio compared to the
benchmark of 6.4%, albeit the high-water mark in place for
the performance fee arrangements was not reached and no
performance fee is payable relating to 2023. We thank our
team at Hanseatic Asset Management LBG (“Hanseatic”) for
their delivery this year.
Results Overview
The key metrics to highlight here are a growth in revenues
of just over 10%, an increase in net earnings to $103 million
this year and earnings per share for the year of US189.6 cents
compared to a loss of US 52.8 cents a year ago. Distributions
from Wilson Sons increased significantly, enabling us to
propose the higher dividend referred to above. The share
price of Wilson Sons increased by 62% during the year and
that of Ocean Wilsons by 29%. Some of this is no doubt due
to the market’s view of the ongoing strategic review, however
the undisturbed prices have also increased, reflecting the
quality of the underlying performance.
The Financial Report provides further details in relation to
the performance of the Group.
Our Commitment to Responsible Investing
and Corporate Sustainability
Over the past year, your Board has remained committed to
driving and implementing responsible investing policies
and operating practices across the Group and on our
Environmental, Social, and Governance (“ESG”) strategies.
These commitments are integral to our operations in Brazil
and they represent one of several factors that guide our
investment decisions for our investment portfolio.
Hanseatic is a signatory to the United Nations’ Principles
for Responsible Investment (“UNPRI”). Whilst our approach
to investing is ESG-informed rather than ESG-led and does
not exclude specific sectors or companies, we do prioritise
new investments that are aligned with our long-term ESG
objectives as well as our broader growth strategy. We are
delighted that, subsequent to the year end, Hanseatic was
reviewed by the UNPRI for the first time and exceeded the
median in 7 out of 9 of the UNPRI categories.
In a significant development this year, Wilson Sons has been
admitted to the Corporate Sustainability Index (“ISE”) of the
Brazilian stock exchange. The ISE, a pioneer in Latin America
and the fourth sustainability index globally, is recognised as a
benchmark for companies exemplifying a strong commitment
to corporate sustainability. Wilson Sons’ inclusion in the ISE
is not only a testament to our commitment to ESG principles
but also positions us among a select group of companies
• 7 •
SECTION ONE • STRATEGIC REPORTOCEAN WILSONS HOLDINGS LIMITED 2023 ANNUAL REPORT in Brazil leading the way in sustainable business practices.
This recognition underscores our proactive approach in
contributing to a more sustainable and responsible business
landscape.
Further details of the Company’s ESG practices and our
Task Force for Climate Related Financial Disclosures are
presented on page 43.
The Board
Your Board membership was unchanged in 2023 after the
changes made over the three previous years. We have
been fortunate to retain the services of Mr Andrey Berzins,
particularly as we go through our strategic review of Wilson
Sons. His expertise and longevity bring great value to the
Board deliberations and balances the relatively new tenure
of the other independent Directors. As our strategic review
completes in 2024, we will review the Board composition in
that context.
Outlook
As we look forward to 2024, whilst we are starting from a
position of strength with a solid platform of performance in
2023, the outlook remains uncertain with continuing armed
conflicts in several regions and key elections this year in both
the US and the UK. The geopolitical outlook feels as though
it has never been more uncertain. The global issues faced a
year ago such as supply chains and banking failures are not
currently top of mind, but as 2023 has amply demonstrated,
the world is no longer as stable as it was and there will
continue to be surprises.
The Wilson Sons’ management team have demonstrated
their ability to navigate challenges and to innovate and
embrace technology which they will continue to do. As such,
we expect Wilson Sons to continue to capitalise on its strong
market position in Brazil and to take advantage of the more
stable global shipping industry compared to a year ago.
We believe our investment portfolio is well positioned for
the uncertain times ahead and proved the benefit of its
long-term strategy and perspective in 2023. We continue to
overweight investments in private assets as the best way to
achieve real returns through long term capital growth, whilst
making smaller moves into fixed income, value strategies
and climate related holdings.
As I said to you last year, there are choppy waters ahead,
albeit the reasons for that choppiness differ somewhat from
those a year ago. The results of 2023 demonstrate that there
are always opportunities to be found in times of turmoil and
the Board believes that both of our subsidiaries are well
placed to steer a good path through the turbulent waters.
Caroline Foulger
Chair
21 March 2024
• 8 •
Business Review
Investment Manager Report
Market Backdrop
Portfolio Commentary
This past year was marked by the multitude of global economic
uncertainties in terms of inflation, economic growth, interest
rates and a particularly unstable geopolitical backdrop, the
most important factor in 2023 for markets being inflation.
In the US and Europe inflation had already started to fall
back by the start of 2023 but the big questions were how
quickly it would continue to fall and where it would eventually
settle. However, the challenge arises when inflation begins
to decline, as was the case in 2023. While central bankers
remained hawkish, continuing to signal higher interest rates,
the actual need for such measures may diminish as inflation
falls. This creates a contradiction between the backward-
looking nature of inflation and the forward-looking impact of
interest rate policy.
Against this backdrop, the investment portfolio had a gross
return of 10.1% and a net return of 8.9%, while the portfolio’s
absolute benchmark (US CPI Urban Consumers NSA + 3%),
which is inflation based, returned 6.4%.
Cumulative Portfolio Returns
OWIL
OWIL (Net)*
Performance
Benchmark**
2023
2022
3 Years
p.a.
5 Years
p.a.
10.1% -13.8%
3.2%
6.9%
8.9% -14.7%
2.0%
5.7%
6.4%
9.5%
8.6%
7.1%
MSCI ACWI + FM NR US$
22.2% -18.4%
5.7%
11.7%
Bloomberg Global
Treasury TR US$
(Unhedged)
MSCI Emerging Markets
NR US$
4.2% -17.5%
-7.1%
-1.5%
9.8% -20.1%
-5.1%
3.7%
* Net of management and performance fees. No performance fees were
earned in 2023 and 2022 as the high-water mark was not exceeded.
** The OWIL Performance Benchmark is an absolute benchmark of US CPI
Urban Consumers NSA +3% p.a.
• 9 •
The investment portfolio’s strategy is designed to offer
investors a balanced portfolio of assets that combines
exposure to both public and private equities with a more
defensive portion of the portfolio that is invested in
assets that provide diversified returns. Given the market
uncertainties, during the year the investment portfolio was
broadened by adding in more value-oriented funds and
by slightly increasing the weight of the defensive assets,
neutrally positioning the portfolio.
Ultimately, the year was unusual in that market performance
was largely propelled by the seven largest US mega-cap
technology companies – Apple, Microsoft, Alphabet,
Amazon, Nvidia, Meta, and Tesla – which collectively surged
by 107% over the year. However, as these same seven
companies experienced a collective decline of 45.3% in
2022, underscoring the risks associated with adopting such
a narrow portfolio construction strategy, we emphasise the
importance of a more diversified approach for long-term
returns. It is worth mentioning that a more balanced portfolio,
represented by a 60:40 composite using an equally weighted
equity benchmark, would have returned a more modest 8.9%
during the same period in 2023.
Public Equity and Directional Hedge Funds
The investment portfolio’s public equity and directional
hedge funds segment include long-only funds and directional
funds. In 2023, the US market and the technology sector
were the primary contributors to the portfolio’s performance.
Public equity funds contributed 5.4% to the portfolio gross
return, while directional hedge funds contributed 2.6%, for a
combined contribution to the portfolio gross return of 8.0%.
The portfolio’s largest holding, Findlay Park American Fund,
was one of the best performers for the year, gaining 27.0%
and contributing 2.3% to the portfolio gross return, largely
attributable to its substantial investment in Microsoft.
Microsoft’s robust performance was fuelled by growing
investor interest in artificial intelligence (AI). The fund’s
investment manager has also been transitioning to holding
more mid-cap names and having a slightly more diversified
portfolio which they hope will grow long term returns.
SECTION ONE • STRATEGIC REPORTOCEAN WILSONS HOLDINGS LIMITED 2023 ANNUAL REPORT Another noteworthy performer was Pershing Square
Holdings Ltd, with a return of 33.8%, contributing 0.7%
to the portfolio gross return. The fund capitalised on
opportunities, particularly by initiating a new position in
Alphabet during a period of perceived undervaluation in Q1
2023. As anticipated, Alphabet’s strong presence in several
core markets including cloud computing, digital advertising,
and AI technology, notably the development of proprietary
chips designed specifically for AI applications, supported a
strong performance in the following quarters.
As part of the investment strategy to increase value
exposure, positions in BA Beutel Goodman US Value Fund
and Schroder ISF Global Recovery Fund were taken in the
last quarter of 2022. Despite challenging market conditions
in 2023 for value investing, both funds delivered solid gains
of 11.2% and 20.2%, respectively, contributing a combined
0.6% to the portfolio gross return. Both funds had large
positions in financial services which performed strongly
as interest rates rose throughout the year. The Schroder
fund had a position in Micron Technology, a US-based
semiconductor manufacturer, that significantly benefited
from the increased interest in AI.
To further diversify the portfolio, a new position was taken
in Armistice Capital Offshore Fund, a New York-based
directional, event-driven hedge fund. The fund’s manager
has extensive experience in the healthcare sector and is
looking for companies which the market has mispriced. This
is often after clinical trial results are announced and the
market overreacts, both positively and negatively. The largest
positions will be in those companies that the manager thinks
are significantly undervalued, have a clear catalyst that will
drive a re-rating and have some sort of clinically proven
advantage.
Private Markets
In 2023, the portfolio’s private market investments showed
a lower performance compared to their public market
counterparts, contributing 1.6% to the portfolio gross return.
However, it is important to highlight that this came after
a robust relative performance in 2022, as private assets
yielded a return of -1.6% against a significant downturn in
public markets, which experienced a decline of 18.4%.
Several new private market commitments were made in 2023
to ensure a steady pipeline of assets within the portfolio,
poised for value appreciation over the next decade. The focus
during the early part of the year was primarily on venture
capital, with commitments made to Khosla Ventures VIII
Seed F, GGV Discovery IV-Asia, GGV Discovery IV-US, and
a new fund-of-funds manager, TrueBridge Capital Partners
VIII and Direct Fund III. The portfolio strategy is based on
the premise that the US, and Silicon Valley in particular, has
a unique ecosystem that supports innovative founders to
launch the next generation of companies. Khosla Ventures
and GGV are amongst the top tier of venture capital funds
who are very difficult to access for the average investor. The
Company’s Investment Manager’s strategy of establishing
relationships with such top-tier funds over the years has
been pivotal, given the high degree of persistency of returns
associated with the best managers in venture capital that the
average investor would not typically have access to.
For the more mature private funds, 2023 has been a difficult
environment to exit investments. This is due to a combination
of volatile public markets, making initial public offerings less
attractive, and higher interest rates pushing up borrowing
costs for private market groups.
Defensive Positioning
The defensive silo of the portfolio comprises non-directional
hedge funds and bond funds, engineered to exhibit lower
correlation to equity markets and deliver
less volatile
performance, contributing 0.5% to the portfolio gross return.
In recent years, this segment has primarily consisted of non-
directional hedge funds, as bonds appeared less appealing
amid the prolonged period of extremely low yields over the
past decade. However, the bond landscape is shifting, and
the portfolio’s bond exposure is being increased on the back
of the higher yields now available.
One modest new position was taken in the defensive
segment, Nephila
Iron Catastrophe Fund Ltd, which
specialises in catastrophe risk insurance, primarily focusing
on US property risk. Catastrophe risk is a highly volatile
line of business within the insurance sector, presenting
the potential for significantly higher losses compared to
other insurance lines and therefore commanding strong
premiums. Nephila distinguishes itself in the sector through
its high-quality data, essential for accurate risk pricing. The
catastrophe insurance industry became more compelling
in 2023 as pricing increased due to a capital shortfall in the
sector. Since investing in May 2023, the fund has gained
20.7%, albeit due to the modest position we have taken,
contributing 0.1% to the portfolio gross return.
Looking Forward
The past year was all about inflation with few market
participants predicting the extent to which it would pull back
which set-off a domino effect of missed growth targets,
interest rates remaining high and surprisingly strong equity
markets going into 2024.
Inflation is still likely to play an important role in the year
ahead with the focus now on whether inflation can be brought
back to central bank targets, freeing up central bankers to
start cutting rates and avoiding a hard landing. Previously,
we were of the view that this last slice of inflation was likely
to prove more challenging to remove and creating scope
for disappointment as rates stayed higher for longer. More
recently, however, we have become more sympathetic to this
rump inflation also dropping out as important inflationary
components such as shelter inflation and wages become less
problematic. Wage inflation is perhaps the biggest factor,
especially with unemployment remaining low, but even here
there are signs of movement.
• 10 •
This backdrop should create a reasonable environment
for global markets with falling inflation, peak rates and a
soft landing good for both equities and bonds. Volatility is,
however, likely to remain a feature. The inflationary journey
will in all probability be a mixed one, and certainly not linear.
As alluded to above, there is the real risk of policy missteps by
central banks. Similarly, we do not think that we are returning
to the backdrop we saw in the 2010’s. As we have discussed
in the past, we view this period as being something of
an anomaly and think it unlikely that we will return to an
environment dominated by low volatility, deflation and zero
rates any time soon. Hence, whilst remaining broadly pro-
risk as we enter 2024, we have introduced more balance into
portfolios both at the country level, including a meaningful
overweight to Japan, but also across asset classes with
bonds becoming a genuine alternative to equities. We have
also blended styles through owning value and growth instead
of the rather unidirectional portfolios we ran over the last
cycle. We remain vigilant and think that active management
will be even more important for the period ahead.
Hanseatic Asset Management LBG
March 2024
Investment Portfolio Allocations
SECTOR EXPOSURE
23.4% Information Technology
13.6% Health Care
12.7% Financials
3.6%
3.3%
Communications Services
Consumer Staples
2.5% Energy
12.3% Consumer Discretionary
1.4%
Real Estate
11.5% Diversified
10.3% Industrials
3.6%
Materials
1.1%
Cash/Liquidity Funds
0.7%
Utilities
GEOGRAPHIC EXPOSURE
50.5% North America
13.0% Asia Pacific ex Japan
11.5% Diversified
10.3% Developed Europe ex UK
3.5%
Japan
3.0% UK
2.1%
1.1%
Middle East & Africa
Cash/Liquidity Funds
4.6% Latin America
0.4% Emerging Europe
• 11 •
SECTION ONE • STRATEGIC REPORTOCEAN WILSONS HOLDINGS LIMITED 2023 ANNUAL REPORT Investment Portfolio Components
B U S I N E S S R E V I E W
49.5% PUBLIC EQUITY AND DIRECTIONAL HEDGE FUNDS
31.6% Equities
17.9% Directional Hedge Funds
38.0% PRIVATE MARKETS
38.0% Private Markets
12.5% DEFENSIVE POSITIONING
8.0% Non-Directional Hedge Funds
3.5%
Bonds
1.0%
Cash
PUBLIC EQUITY AND DIRECTIONAL HEDGE FUNDS
Market Value
(US$000)
% of
Component
% of NAV
Findlay Park American Fund
BlackRock Strategic Equity Hedge Fund
Select Equity Offshore, Ltd
BA Beutel Goodman US Value Fund
Pershing Square Holdings Ltd
Remaining holdings
Total
PRIVATE MARKETS
NG Capital Partners II, LP
Navegar I, LP
Stepstone Global Partners VI, LP
KKR Americas XII, LP
Silver Lake Partners IV, LP
Remaining holdings
Total
DEFENSIVE POSITIONING
Hudson Bay International Fund Ltd
Global Event Partners Ltd
GAM Systematic Core Macro (Cayman) Fund
Schroder GAIA BlueTrend
Selwood AM - Liquid Credit Strategy
Remaining holdings
Total
30,677
15,026
12,386
9,551
7,809
78,381
153,830
19.9%
9.8%
8.0%
6.2%
5.1%
51.0%
100.0%
9.9%
4.8%
4.0%
3.1%
2.5%
25.2%
49.5%
Market Value
(US$000)
% of
Component
% of NAV
6,823
6,723
5,269
5,004
4,820
89,632
118,271
5.8%
5.7%
4.4%
4.2%
4.1%
75.8%
100.0%
2.2%
2.1%
1.7%
1.6%
1.6%
28.8%
38.0%
Market Value
(US$000)
% of
Component
% of NAV
5,515
3,988
3,461
3,427
2,918
19,535
38,844
14.2%
10.3%
8.9%
8.8%
7.5%
50.3%
100.0%
1.8%
1.3%
1.1%
1.1%
0.9%
6.3%
12.5%
• 12 •
Investment Portfolio at 31 December 2023
Holding
Findlay Park American Fund
BlackRock Strategic Equity Hedge Fund
Select Equity Offshore, Ltd
BA Beutel Goodman US Value Fund
Pershing Square Holdings Ltd
iShares Core MSCI Europe UCITS ETF
NG Capital Partners II, LP
Navegar I, LP
Schroder ISF Global Recovery
Schroder ISF Asian Total Return Fund
Market Value
US$000
% of NAV
30,677
15,026
12,386
9,551
7,809
6,894
6,823
6,723
6,569
6,455
9.9
4.8
4.0
3.1
2.5
2.2
2.2
2.1
2.1
2.1
Top 10 Holdings
108,913
35.0
Polar Capital Global Insurance Fund
Hudson Bay International Fund Ltd
NTAsian Discovery Fund
iShares Core S&P 500 UCITS ETF
Stepstone Global Partners VI, LP
Armistice Capital Offshore Fund Ltd
KKR Americas XII, LP
Indus Japan Long Only Fund
Silver Lake Partners IV, LP
Pangaea II, LP
Top 20 Holdings
TA Associates XIII-A, LP
Global Event Partners Ltd
Simplex Value Up Company
Dynamo Brasil VIII
BPEA Private Equity Fund VII, L.P.
Silver Lake Partners VI, LP
GAM Systematic Core Macro (Cayman) Fund
Schroder GAIA BlueTrend
Reverence Capital Partners Opportunities Fund II
Worldwide Healthcare Trust PLC
Top 30 Holdings
Remaining Holdings
Cash and Cash Equivalents
TOTAL
5,697
5,515
5,480
5,278
5,269
5,087
5,004
4,948
4,820
4,471
1.8
1.8
1.8
1.7
1.7
1.6
1.6
1.6
1.6
1.4
160,482
51.6
4,328
3,988
3,835
3,674
3,618
3,493
3,461
3,427
3,414
3,374
197,094
112,064
1,787
310,945
1.4
1.3
1.2
1.2
1.2
1.1
1.1
1.1
1.1
1.1
63.4
36.0
0.6
100.0
Primary Focus
US Equities - Long Only
Europe Equities - Hedge
US Equities - Long Only
US Equities - Long Only
US Equities - Long Only
Europe Equities - Long Only
Private Assets - Latin America
Private Assets - Asia
Global Equities - Long Only
Asia ex-Japan Equities - Long Only
Financials Equities - Long Only
Market Neutral - Multi-Strategy
Asia ex-Japan Equities - Long Only
US Equities - Long Only
Private Assets - US Venture Capital
US Equities - Hedge
Private Assets - North America
Japan Equities - Long Only
Private Assets - Global Technology
Private Assets - GEM
Private Assets - Global Growth
Market Neutral - Event-Driven
Japan Equities - Long Only
Brazil Equities - Long Only
Private Assets - Asia
Private Assets - Global Technology
Market Neutral - Multi-Strategy
Market Neutral - Multi-Strategy
Private Assets - Financials
Healthcare Equities - Long Only
• 13 •
SECTION ONE • STRATEGIC REPORTOCEAN WILSONS HOLDINGS LIMITED 2023 ANNUAL REPORT B U S I N E S S R E V I E W
Wilson Sons Management Report
The Wilson Sons 2023 Earnings Report was released on 21
March 2024 and is posted on www.wilsonsons.com.br.
In the report, Mr Fernando Salek, CEO of Wilson Sons, said:
increased 10.6% at
“Wilson Sons’ 2023 net revenues
US$486.6 million (2022: US$440.1 million) mainly due to
excellent results in towage and container terminals and a
strong performance in offshore energy-related services.
Towage revenues rose 11.8% due to higher volumes and an
increase in average revenue per manoeuvre, and special
operations. In 2023, our shipyard delivered two 90-tonne
bollard pull tugboats, with two more elite newbuilds due to
join our fleet in 2024. In February 2024, our tugs welcomed
the largest containerships ever to dock in Brazilian ports,
measuring 366 metres in length and with a capacity of over
14,000 TEU.
Container terminal revenues rose 15.9%, with a 16.2%
volume increase driven by gains in all trade flows. The Rio
Grande terminal experienced a significant 21.9% surge in
volume, while the Salvador terminal saw a 7.9% growth in
TEUs handled. The quay reinforcement completed in August
2023 has greatly improved our service offering in Salvador,
a development highlighted by Maersk’s recent decision to
reinstate its United States Gulf Coast – South America East
Coast (“UCLA”) line to the terminal.
Demand for our offshore energy-related services has
improved markedly, as evidenced by a 37.6% increase in
vessel turnarounds at our offshore support bases and a
13.6% rise in operating days for our offshore support vessel
joint venture.
In 2023, Wilson Sons was again honoured with the Gold Seal
in the Brazilian GHG Protocol programme and the Great
Place to Work certifications, and our offshore support vessel
joint venture won first place in the Petrobras operational
excellence programme. In January 2024, our stock joined
the B3 Corporate Sustainability Index, a select portfolio
of companies recognised for their exceptional dedication
to ESG principles. These distinguished awards reinforce
one of our core values and demonstrate our unwavering
commitment to sustainability.
In conclusion, our outstanding performance
in 2023
highlights the significant organic growth across our portfolio.
We hold a very optimistic view of the core strengths of our
operations, spanning towage and container terminals, as well
as the invigorated demand for our offshore energy-related
services. As we navigate forward, charting a course for trade
prosperity, we are confident that our firm commitment to
safety, asset utilisation, prudent cost management, and
disciplined capital allocation will yield even more remarkable
outcomes for our customers, shareholders, employees and
the wider community, steering us all towards a brighter
future.”
KPIs
Towage
Number of harbour manoeuvres
Offshore support bases
Number of vessel turnarounds
Number of operating days
Container terminal – aggregated Volumes
Exports – full containers
Imports – full containers
Cabotage – full containers
Inland Navigation – full containers
Transhipment – full containers
Empty containers
Total Volume
2023
2022
Change
57,107
54,865
4.1%
1,080
7,371
306.0
131.2
128.3
26.3
168.6
303.8
1,064.2
785
6,489
254.5
129.3
122.7
21.4
142.2
245.8
915.9
37.6%
13.6%
20.2%
1.5%
4.6%
22.9%
18.5%
23.6%
16.2%
• 14 •
Financial Report
Operating Profit
Finance Costs
Operating profit of US$125.7 million (2022: US$113.8 million)
was US$11.9 million higher than the prior year, principally due
to a 10.6% increase in revenue. Operating margin was stable
year over year at 25.8% (2022: 25.9%).
Operating expenses increased US$34.6 million to US$360.9
million (2022: US$326.3 million). Increased expenses across
operating categories are correlated with the increase
in operating activities from revenue growth in maritime
services. Raw materials and consumables used were US$2.5
million higher at US$35.5 million (2022: US$33.0 million).
Employee charges and benefits expenses were US$16.1
million higher at US$142.4 million (2022: US$126.3 million)
although remained relatively unchanged as a percentage of
revenue at 29.3% (2022: 28.7%). Other operating expenses,
which include US$1.5 million in expenses related to the
Company’s strategic review, increased US$8.9 million to
US$113.2 million (2022: US$104.3 million). Depreciation
increased to US$69.8 million (2022: US$62.0 million).
Revenue from Maritime Services
Revenue for the year increased to US$486.6 million (2022:
US$440.1 million) which is attributed to higher towage
manoeuvres, container terminal volumes and increased
offshore support bases contracts. Harbour manoeuvre
revenues
(2022:
US$201.1 million), container handling revenues increased
19.3% to US$87.3 million (2022: US$73.2 million) and the
offshore support bases revenue increased 64.2% to US$17.4
million (2022: US$10.6 million) with the start of new contracts
during the year.
increased 10.0% to US$221.3 million
Returns on the Investment Portfolio
Returns on the investment portfolio were a gain of US$29.1
million (2022: loss of US$47.9 million) and comprised profit
on the disposal of portfolio assets of US$9.1 million (2022:
US$24.3 million), net income from portfolio assets of US$2.0
million (2022: US$11.8 million) and unrealised gains on
portfolio assets of US$18.0 million (2022: unrealised losses
and write down of US$84.0 million).
Finance costs for the year at US$35.4 million were US$0.9
million higher than the prior year (2022: US$34.5 million) due
to interest on lease liabilities increasing.
Exchange Rates
The Group reports in USD and has revenues, costs, assets
and liabilities in both BRL and USD. Therefore, movements
in the USD/BRL exchange rate influence the Group’s results
either positively or negatively from year to year. During 2023
the BRL appreciated 7.3% against the USD from R$5.22 at
1 January 2023 to R$4.84 at the year end. In 2022 the BRL
appreciated 6.5% against the USD from R$5.58 at 1 January
2022 to R$5.22 at the year end. The foreign exchange gains
on monetary items were US$0.2 million in 2023, compared to
a gain of US$1.6 million in 2022.
Profit Before Tax
Profit before tax for the year increased US$92.6 million to
US$130.7 million compared to US$38.1 million in 2022, driven
by the increase in operating profit of US$11.9 million and
an increase in the investment portfolio returns of US$77.0
million year over year.
The tax charge for the year at US$27.6 million was US$0.9
million higher than prior year (2022: US$26.7 million). The
Company is taxed on its maritime services operations. This
represents an effective tax rate for the year of 25% (2022:
29%) for maritime services. A more detailed breakdown of
taxation reconciling the effective tax rate is provided in note
9 to the consolidated financial statements.
Profit for the year
The profit for the year attributable to the equity holders of
the Company was US$67.0 million (2022: loss of US$18.7
million) and the profit attributable to the non-controlling
interests was US$36.0 million (2022: US$30.2 million). While
the US$14.9 million increase in Wilson Sons’ profit after tax is
attributed to both the equity holders of the Company and the
non-controlling interests based on ownership, the US$77.0
million increase in returns on the investment portfolio (2022:
decrease of US$95.7 million) is only attributed to the equity
holders of the Company.
• 15 •
SECTION ONE • STRATEGIC REPORTOCEAN WILSONS HOLDINGS LIMITED 2023 ANNUAL REPORT Cash Flows
Wilson Sons Limited
Net cash inflow from operating activities for the period at
US$128.7 million was US$29.8 million higher than prior year
(2022: US$98.9 million). Capital expenditure for the year at
US$65.1 million was US$1.8 million higher than the prior year
(2022: US$63.3 million).
The Group drew down new bank loans of US$53.3 million
(2022: US$59.8 million) to finance capital expenditure,
while making principal repayments of US$61.1 million (2022:
US$49.3 million). Dividends of US$24.8 million were paid to
shareholders of Ocean Wilsons (2022: US$24.8 million).
Viability Statement
In accordance with the UK Corporate Governance Code, the
Directors have assessed the viability of the Group over a
three-year period to 31 December 2026, taking into account
the current position and the potential impact of the principal
risks and uncertainties. Based on this assessment, the
Directors confirm that they have a reasonable expectation
that the Company will be able to continue in operation
and meet its liabilities as they fall due over the period to 31
December 2026.
Whilst the Directors have no reason to believe the Company
will not be viable over a longer period, given the uncertainties
involved in longer term forecasting and the current global
dislocation, the Directors have determined that a three-
year period to 31 December 2026 is an appropriate period
over which to provide its viability statement. The three-year
period also aligns with the rolling three-year investment
portfolio performance benchmark.
In making the assessment, the Directors have considered
a number of factors that affect the Group, including the
principal risks and mitigating factors. The Directors also
took into account that the Group has two distinctly separate
operating segments and that there is no recourse between
them.
The assessment considered that the Wilson Sons business
model has proven to be strong in the long term with a range
of businesses that have consistently demonstrated their
ability to trade positively. Operational activities are funded by
cash generated from operations while borrowings are used
to finance capital expenditure. The Wilson Sons borrowings
are generally long-term with defined repayment schedules
over different periods of up to 22 years. There is no recourse
from Wilson Sons to the rest of the Group in respect of these
borrowings. Wilson Sons is not reliant on one customer: no
single customer constituted 10% or more of its revenue or
accounts receivable in 2023 or 2022.
Ocean Wilsons (Investments) Limited
In making the assessment for the investment portfolio, the
Board has considered matters such as the potential for
significant stock market volatility and significant reduction
in the liquidity of the portfolio. The investment portfolio and
cash under management at 31 December 2023 was US$310.9
million with outstanding capital commitments of US$53.8
million and no debt. At 31 December 2023 the investment
portfolio had US$1.8 million in cash and cash equivalents and
daily liquidity of $114.1 million. This available liquidity covers
212% of the capital commitments on the remote chance that
there was a need to fund all of the commitments at one time.
The Directors’ assessment is that if severe but plausible
downside scenarios were to crystallise, many of the individual
risks disclosed would be likely to be confined to one of either
Wilson Sons or Ocean Wilsons (Investments) Limited. The
risk is to the Group’s net asset valuation rather than to the
viability of the Group.
• 16 •
Risk Management
•
•
Best in class or innovative solutions – a balanced
approach to risk, seeking to maximise opportunities,
reduce uncertainties and overcome challenges while
delivering market best practices; and
Safety in operating environments – an adverse risk
approach, safety is of paramount importance.
The Board has overall responsibility for risk management,
while specific responsibilities related to risk management
are structured according to the concept of three lines of
defence. The first line of defence in managing and mitigating
risks corresponds to the personal accountability embedded
within each employee at the operating and managing level
of the Group. The second line of defence relies on control
functions, which include compliance, legal, governance,
finance and human resources, and the incorporation of
best practices within. The third line of defence is structured
around
including
recommendations from Internal Audit for Wilson Sons and
external audit for the Group.
review and oversight,
independent
Ocean Wilsons has ongoing processes for identifying,
evaluating and managing key risks. A risk register is
maintained detailing business risks, together with controls
and responsibilities. The risk register is reviewed annually
by the Audit and Risk Committee. As part of this review,
the Board updated its risk appetite statement to ensure it
remains consistent with the Company’s strategy and the
environment in which we operate. The Board is satisfied that
these processes are operating effectively.
The principal risks are described below. Additionally, note 32
to the consolidated financial statements provides detailed
explanations of the risks associated with the Company’s
financial instruments. The Audit and Risk Committee and
the Board carried out a robust assessment of the Group’s
emerging and principal risks.
During the year, the Board reviewed the effectiveness of the
systems of risk management and internal control. As part
of this assessment the Board reviewed and updated its risk
appetite statement.
The Company’s risk appetite matrix provides a framework
for decision-making that considers the level of risk that the
Board is willing to tolerate to achieve our strategic objectives.
Risk appetite is not a single fixed concept. For example, it
may be higher where we are prepared to tolerate more risk
to achieve a specific outcome or aim for an enhanced return
or lower where we need to reduce risk exposure to protect an
asset or the Company’s reputation.
The risk appetite categories are defined as:
•
•
•
Open – Risk is considered part of the strategy and
accepted while its impact will be managed, uncertainty
is to be expected.
Balanced – Risk is to be accepted when the impact is
lower than the expected benefits, otherwise mitigated
or transferred, and some degree of uncertainty is to be
expected.
Adverse – Risk is to be avoided, when possible,
otherwise mitigated or transferred, and low tolerance
for uncertainty.
The Board considers the following business objectives when
assessing risks:
•
•
Long-term shareholder returns – an open and flexible
approach to risk, actively looking for accretive return
opportunities that are consistent with maintaining a
long-term diversified portfolio;
Access to markets and opportunities – a balanced
approach to risk, seeking to optimise capacity and
talent focusing on value along with pursuing reliable,
long standing and sustainable relationships;
• 17 •
SECTION ONE • STRATEGIC REPORTOCEAN WILSONS HOLDINGS LIMITED 2023 ANNUAL REPORT Risks Heatmap
POST MITIGATION
1
2
3
4
5
6
Price risk
Currency risk
International trade risk
Operational risk
Compliance risk
Climate related risk
D
O
O
H
I
L
E
K
I
L
6
1
2
3
4
5
SEVERITY
Principal and Emerging Risks
DESCRIPTION
MITIGATION
1 - Price risk
The Group’s
it to movements
consequently to
adverse movements.
investment activities expose
in equity valuations and
large
losses arising from
RISK APPETITE ADVERSE BALANCED OPEN
TREND
LINK TO BUSINESS OBJECTIVES
As a long-term investor, short-term changes in the value of
investments are part of the investment cycle. The Group does not
have any significant borrowings or shareholder commitments that
may put pressure on the Group to sell an investment solely due to its
price movements.
The investment portfolio is invested in a diversified range of asset
classes and markets and as such the Group is not overly exposed to
one particular market or asset class.
MINOR
MODERATE
MAJOR
CRITICAL
Long-term shareholder returns
Best in class or innovative solutions
Access to markets and opportunities
Safety in operating environments
• 18 •
DESCRIPTION
MITIGATION
2 - Currency risk
The Group’s investment activities expose it to
movements in foreign currency exchange rates
and consequently to losses arising from large
adverse movements.
The functional currency of the Group is US
Dollars. Our investment in Wilson Sons has a
significant exposure to the Brazilian Real and
consequently the Group is exposed to losses
due to adverse movements in the Brazilian Real/
US Dollar exchange rate.
We do not take speculative positions in non-US Dollar denominated
assets.
The Group (outside of Wilson Sons) does not have material non-US
dollar denominated liabilities.
The majority of cash and liquid assets are maintained in US Dollars.
Ocean Wilsons does not hedge its exposure to overseas subsidiaries
as the functional currency of Wilson Sons is US dollars. There is
a partial natural hedge in the underlying Wilson Sons business as
a significant portion of pricing and cashflows are linked to the US
Dollar.
RISK APPETITE ADVERSE BALANCED OPEN
TREND
LINK TO BUSINESS OBJECTIVES
3 - International trade risk
MINOR
MODERATE
MAJOR
CRITICAL
Demand for Wilson Sons services is substantially
dependent on overall volume of Brazilian
domestic and international trade.
Wilson Sons onshore and offshore support bases
are dependent on the Brazilian offshore oil and
gas industry.
Wilson Sons is a market leader in many of its business segments –
providing diversification in the service offerings.
The majority of the Wilson Sons business is not exposed to oil and
gas and is well diversified. However, Wilson Sons seeks to engage
in long-term contracts to reduce volatility and assesses the value
in use of these entities to ascertain if there are any impairments.
RISK APPETITE ADVERSE BALANCED OPEN
TREND
LINK TO BUSINESS OBJECTIVES
MINOR
MODERATE
MAJOR
CRITICAL
Long-term shareholder returns
Best in class or innovative solutions
Access to markets and opportunities
Safety in operating environments
• 19 •
SECTION ONE • STRATEGIC REPORTOCEAN WILSONS HOLDINGS LIMITED 2023 ANNUAL REPORT
R I S K M A N A G E M E N T
DESCRIPTION
MITIGATION
4 - Operational risks
from
Risks arising
failed
processes, people and systems or other external
factors.
inadequate or
Key operational risks include reliance on third
party managers and suppliers, process failures,
fraud, reliability of core systems and IT security/
cyber issues.
RISK APPETITE ADVERSE BALANCED OPEN
TREND
LINK TO BUSINESS OBJECTIVES
During the year, the Remuneration and Management Oversight
Committee reviewed the Investment Manager’s and third-party
vendor performance and satisfied itself that service levels were
being met and that fees were reasonable. The Audit and Risk
Committee reviewed the independent internal control reports for
major providers and satisfied itself with their processes and internal
controls.
Wilson Sons monitors and trains its employees to reduce if not
eliminate injury and improve safety in the work environment.
The Audit and Risk Committee received a presentation from Wilson
Sons which provided an overview of IT access controls, backup and
security and reported that there were no breaches during the year.
MINOR
MODERATE
MAJOR
CRITICAL
5 - Compliance risk
ESG Compliance Risk – compliance with ESG
regulations and reaching emission targets set.
OWIL’s Investment Manager is a signatory to the UN Program for
Responsible Investing.
RISK APPETITE ADVERSE BALANCED OPEN
TREND
LINK TO BUSINESS OBJECTIVES
Wilson Sons has been admitted to the Corporate Sustainability
Index of the Brazilian stock exchange, recognised as a benchmark
for companies exemplifying a strong commitment to corporate
sustainability.
We invest in the communities in which we operate through
charitable giving and community service.
The Company’s Board and management includes 2 female non-
executive Directors and 1 female executive. A female Chair was
appointed in May 2022. Wilson Sons continues to improve its gender
balance with 30% females in management at 31 December 2023.
MINOR
MODERATE
MAJOR
CRITICAL
Long-term shareholder returns
Best in class or innovative solutions
Access to markets and opportunities
Safety in operating environments
• 20 •
DESCRIPTION
MITIGATION
6 - Climate related risks
Climate change and extreme weather events
may impact our business or the businesses of
our customers.
Agricultural exports account for a significant
portion of Brazilian trade and are particularly
vulnerable to changes in weather patterns
which may result from climate change.
RISK APPETITE ADVERSE BALANCED OPEN
TREND
LINK TO BUSINESS OBJECTIVES
The Company continues to assess, monitor and evaluate the potential
impacts resulting from climate change and extreme weather events
including regulatory risk that may result in government actions
prompted by climate change that could impact our operations.
The Company seeks opportunities to invest in technology and
implement operational efficiencies to reduce greenhouse gas
emissions. The Company’s report on carbon emissions can be found
on page 48.
The Company’s TCFD report found on page 43 describes further
mitigation and approach to climate risk.
MINOR
MODERATE
MAJOR
CRITICAL
Long-term shareholder returns
Best in class or innovative solutions
Access to markets and opportunities
Safety in operating environments
• 21 •
SECTION ONE • STRATEGIC REPORTOCEAN WILSONS HOLDINGS LIMITED 2023 ANNUAL REPORT
S E C T I O N T W O
Governance
Report
R I S K M A N A G E M E N T
• 22 •
Report of the Directors
Compliance with the UK Governance Code
Board Meetings
The Board has put
in place corporate governance
arrangements that it believes are appropriate for the
operation of the Company. The Board has considered the
principles and recommendations of the 2018 UK Corporate
Governance Code (“the Code”) issued by the Financial
Reporting Council (available on the FRC website www.frc.
org.uk). The Company complies with all applicable elements
of the Code and has done so throughout the year and up to
the date of this report.
Matters Reserved for the Board
The Board has a formal schedule of matters specifically
reserved for its approval which includes:
•
•
•
•
•
•
•
•
Determining the Company’s purpose, values and
strategy and satisfying itself that these and its culture
are aligned;
Approving significant matters relating to capital
and
acquisitions
expenditure,
consideration of significant financial matters;
disposals
and
Reviewing the Company’s overall corporate governance
arrangements;
Approving the annual and interim reports;
Approving the dividend policy and proposing any
dividend recommendations to shareholders;
Reviewing any potential conflicts of interest and, where
appropriate, approving or not approving a specific
conflict of interest;
Determining the respective terms of reference,
membership and Chair of Board committees; and
its own
Undertaking an annual evaluation of
performance, that of its committees and that of
individual Directors.
The full schedule of matters reserved can be found on the
Company’s website: www.oceanwilsons.bm.
• 23 •
The agenda for each scheduled Board meeting is set by
the Chair with the assistance of the Chief Operating and
Financial Officer. Agendas are structured to allow sufficient
time for discussion and debate and to ensure that the Board
covers all items it needs to be able to discharge its duties.
Conflicts of Interest
The Board has in place a procedure for the consideration of
conflicts or possible conflicts of interest including a specific
annual consideration of those resulting from significant
shareholdings. If a Director has a conflict of interest, he/she
leaves determination of such matter to the other Directors.
The Board ensures independent judgement by requiring
disclosure of outside interests, encouraging a culture
of openness and debate amongst Board members and
promoting independence of thought.
Regarding the Directors proposed for re-election at the
Annual General Meeting there are no service contracts
between any of them and the Company.
Directors’ Time Commitment and Training
letters of appointment.
Non-executive Directors hold
The other substantive commitments of Directors are
disclosed on page 28 and the Board is satisfied that these
commitments do not conflict with their ability to effectively
carry out their duties as Directors of the Company. The Board
ensures that Directors have sufficient time to undertake their
duties through reviewing their other directorships and by
monitoring attendance and participation at Board meetings.
The Company has a procedure in place by which Directors
can seek independent professional advice at the Company’s
expense if the need arises. The Board has full and timely
access to all relevant information to enable it to perform its
duties. The Company has directors and officer’s insurance in
place.
All new Directors participate in an induction program upon
joining the Board. This covers such matters as strategy,
operations and activities of the subsidiaries and corporate
governance matters. Site visits and meetings with senior
SECTION TWO • GOVERNANCE REPORTOCEAN WILSONS HOLDINGS LIMITED 2023 ANNUAL REPORT management are also arranged. Directors additionally make
periodic operational site visits during their term and are
provided with industry and regulatory updates as part of their
ongoing training.
The Company Secretary and the Chief Operating and
Financial Officer are responsible for advising the Board on
all corporate matters. Each Director has access to the advice
and services provided.
The Board
The Board at 31 December 2023 was comprised of five
non-executive Directors. Two Directors are assessed to be
independent under the Code: Mr Andrey Berzins and Ms Fiona
Beck; and the Board considers the Chair, Ms Caroline Foulger,
also to be independent. Ms Beck and Ms Foulger have links
under the 2018 UK Corporate Governance Code as they serve
on one other board together as non-executive directors. The
Board still considers Ms Foulger and Ms Beck as independent
as the Group has no business relationship with this company
and both Board members exhibit independent thought and
behaviour. A formal assessment of this matter is performed
annually. The Board has appointed Mr Berzins as the senior
independent Director.
In accordance with the Company’s byelaws, all Directors
retire at each Annual General Meeting and being eligible,
offer themselves for re-election until the following Annual
General Meeting.
All Directors are subject to annual re-election by shareholders.
Newly appointed Directors are subject to election at the
first Annual General Meeting following their appointment
to the Board. A Director retiring upon the expiration of a
term of office at an annual general meeting shall be eligible
for reappointment for a further term. The Board, led by the
Nomination Committee, develops succession plans and
assesses Board composition.
The division of responsibilities between the Chair and the
senior independent non-executive Director have been clearly
established, set out in writing, agreed by the Board and is
available on the Company’s website.
Board and Committee Meeting Attendance
Board
Audit and Risk
Committee
Nomination
Committee
Remuneration
and Management
Oversight
Committee
Number of Scheduled Meetings
Ms Caroline Foulger
Mr William Salomon
Mr Andrey Berzins
Ms Fiona Beck
Mr Christopher Townsend
4
4 / 4
4 / 4
4 / 4
4 / 4
4 / 4
4
-
-
4 / 4
4 / 4
-
2
2 / 2
2 / 2
2 / 2
-
-
3
3 / 3
-
3 / 3
3 / 3
-
• 24 •
Board of Directors’ Interests
The Directors who held office at 31 December 2023 had the
following interests in the Company’s shares:
Interest
2023
2022
Mr William Salomon* Beneficial
4,659,349
4,659,349
Mr Christopher
Townsend*
Beneficial
4,040,000
4,040,000
Ms Caroline Foulger
(Chair)
Beneficial
Mr Andrey Berzins
Beneficial
Ms Fiona Beck
Beneficial
25,000
20,000
15,000
25,000
13,000
15,000
* Additional indirect interests of Mr Salomon and Mr Townsend in the Company are set
out in substantial shareholdings below.
Mr Salomon is chair of Hanseatic Asset Management LBG. Mr
Townsend is a director of Hanseatic Asset Management LBG
and the investment director of Hansa Capital GmbH, a wholly
owned subsidiary of Hanseatic Asset Management LBG. Fees
payable by the Company to Hanseatic Asset Management
LBG during the year amounted to US$3.0 million (2022:
US$3.0 million) for acting as Investment Manager of the
Group’s investment portfolio.
There was no performance fee earned by the Investment
Manager in 2023 (2022: nil). The terms and the performance
of the Investment Manager under this contract is annually
reviewed by the independent Directors.
Substantial Shareholdings
At 31 December 2023 the Company was aware of the following
holdings of its shares, in excess of 3% of the issued ordinary
share capital:
Name of holder
Hansa Investment Company
Limited
Victualia Limited Partnership
Mr Christopher Townsend
City of London Investment
Management Company
Number of
shares
9,352,770
4,435,064
4,040,000
% Held
26.45
12.54
11.42
Contracts and Agreements with Substantial
Shareholders
Mr Salomon and Mr Townsend are
in the
investment management agreement with Hanseatic Asset
Management LBG. Both Mr Salomon and Mr Townsend
receive remuneration from Hanseatic Asset Management
LBG.
interested
The Board of Ocean Wilsons (Investments)
Limited
The Board of Ocean Wilsons (Investments) Limited is
currently constituted with the same Chair and Directors as
the Board of Ocean Wilsons Holdings Limited. The Board
delegates authority to run the investment portfolio held by
Ocean Wilsons (Investments) Limited to the Investment
Manager, Hanseatic Asset Management LBG within
Board-approved guidelines. The Board of Ocean Wilsons
(Investments) Limited has a formal schedule of matters
specifically reserved for its attention which include:
•
•
•
•
•
•
•
•
•
The appointment, removal and terms of the Investment
Manager agreement;
investment guidelines
The determination of the
and restrictions in conjunction with the Investment
Manager;
The approval of
benchmark;
the
investment objective and
The approval and setting of limits on any use of derivative
instruments;
The review of the performance of the Investment
Manager;
The appointment, removal and terms of the custodian of
the investment assets;
The approval and setting of borrowing limits;
The approval of the quarterly and annual management
accounts for Ocean Wilsons (Investments) Limited; and
The approval of any dividends.
2,470,372
6.99
Internal Controls
The Company has been advised that Mr Salomon has an
interest in 4,435,064 shares of the Company registered in
the name of Victualia Limited Partnership. The Company has
also been advised that Mr Salomon has an interest in 27.9%
and Mr Townsend an interest in 25.9% of the voting shares of
Hansa Investment Company Limited.
The Board is responsible for the system of internal controls
and for reviewing its effectiveness. The Company’s Audit
and Risk Committee assists the Board in monitoring the
effectiveness of our internal controls and risk management
policies. The internal controls are designed to cover material
risks to achieving the Group’s objectives and include
business, operational, financial and compliance risks. These
controls have been in operation throughout the year. The
internal controls are designed to identify, evaluate, manage
and appropriately mitigate rather than completely eliminate
risk.
• 25 •
SECTION TWO • GOVERNANCE REPORTOCEAN WILSONS HOLDINGS LIMITED 2023 ANNUAL REPORT The Board reviews the need for an internal audit department
annually and currently considers that no internal audit
function is necessary based on the following considerations:
Wilson Sons has an independent audit committee and
an
internal audit function and both Hanseatic Asset
Management LBG, the Investment Manager of Ocean Wilsons
(Investments) Limited, and its portfolio custodian, Lombard
Odier, provide reports on their internal controls for the Board
to consider and review in its assessment for the need of an
internal audit department. The Board also noted that there is
segregation of duties between the Investment Manager and
the preparation of accounts for our investment portfolio as
this is performed by an independent professional accounting
firm. Additionally, the Wilson Sons Audit Committee reports
on key matters such as internal controls, whistleblowing,
legal matters, internal audit and IT to the Company’s Audit
and Risk Committee. No material items were reported in
2023.
The Ocean Wilsons’ employee whistle-blowing policy is
designed to enable employees of the Company to raise
concerns internally and at a high level and to disclose
information which the
individual believes may show
malpractice or impropriety.
Auditor
KPMG Audit Limited (“KPMG”) were re-appointed as the
Company’s independent auditor at the 2023 annual general
meeting. KPMG have expressed their willingness to continue
in office as the independent auditor and a resolution to
reappoint KPMG Audit Limited under the provisions of
Section 89 of the Bermuda Companies Act 1981 will be
proposed at the forthcoming Annual General Meeting.
Communications with Shareholders
The Board regularly monitors the shareholder profile of
the Company. It aims to provide shareholders with a full
understanding of the Company’s activities and performance
and reports formally to shareholders twice a year by way of
the Annual Report and Consolidated Financial Statements
and Half Year Financial Report. The Annual General Meeting
of the Company is held in Bermuda. If a significant proportion
of the votes is cast against a resolution at an Annual General
Meeting the Board will speak with significant dissenting
shareholders to understand the reasons. The Company’s
website www.oceanwilsons.bm includes the annual and
interim reports and stock exchange announcements.
Dividends
Dividends are declared and paid in US Dollars and are
currently paid annually. The Ocean Wilsons current dividend
policy is to pay a percentage of the average capital employed
in the investment portfolio determined annually by the Board
together with the Company’s dividend received from Wilson
Sons after deducting funding for the parent company costs.
R E P O R T O F T H E D I R E C T O R S
The Board may review and amend the dividend policy from
time to time in consideration of future plans and other
strategic factors.
The Board is recommending a dividend of US 85 cents per
share to be paid on 14 June 2024 to shareholders of record
of the Company as of the close of business on 17 May 2024.
Shareholders will receive dividends in Sterling by reference
to the exchange rate applicable to the USD on the dividend
record date (17 May 2024) except for those shareholders who
elect to receive dividends in USD. Based on the share price
and exchange rate at 20 March 2024, a dividend of US 85
cents per share represents a dividend yield of approximately
5.1%.
Strategy, Purpose and Values
The Board is responsible for setting the Company’s purpose,
strategy and values which are annually reviewed.
Company Purpose
The Company’s purpose is to deliver enhanced long-term
value by balancing portfolio risks and avoiding the distraction
of short-term cycles with a focus on growing the business
through sustainable profit growth.
Company Strategy
The Company’s strategy is currently twofold:
• We invest in a balanced thematic portfolio of funds by
leveraging our long-term relationships and through our
detailed insights and analysis.
• We invest in maritime logistic services providing best in
class or innovative solutions in a rapidly growing market.
The investment portfolio strategy is to generate real returns
through
long-term capital growth, whilst emphasising
preservation of capital without undue emphasis on short-
term movements in markets. The investment portfolio
is invested in three main components: public equity and
directional hedge funds (core regional and thematic), private
markets and defensive positioning assets (diversifying):
•
•
Core Regional & Thematic Component – this forms the
core of the portfolio and provides global exposure mostly
through single-country and regional equity funds. The
respective weights of these at any given time reflect
the Investment Manager’s current market outlook.
Thematic funds are included to provide exposure to
growth sectors such as technology and biotechnology.
Private Markets Component – in line with the portfolio’s
long-term investment horizon we invest in private
market funds. This provides access to the higher
potential investment returns available by being able
to commit capital for multiple years and also to large
areas of the economy that are not generally or easily
accessible through public markets.
• 26 •
•
Diversifying Component – as business cycles mature,
our investment manager may seek to shift dynamically
to those asset classes that are likely to add portfolio
protection. This component includes a wide variety of
investment strategies, with the common thread that
they all display low correlations to broad equity markets.
Commensurate with the long-term horizon, it is expected
that the majority of investments will be concentrated in
equity, across both public and private markets. In most cases,
investments will be made either through collective funds
or limited partnership vehicles, working alongside expert
managers in specialised sectors or markets to access what
we believe represent the most advantageous investment
opportunities.
The Wilson Sons strategy is to grow and strengthen their
businesses while looking for new opportunities in the
maritime and transport sector, focusing on Brazil and Latin
America. Wilson Sons looks to develop its businesses by
maximising economies of scale and efficiency and improving
the quality and range of services it provides to customers.
Wilson Sons principal services are towage, container
terminals, logistics, oil and gas support terminals, shipyard
and through our joint venture, offshore support vessels. The
Board is currently in the process of a strategic review of its
investment in Wilsons Sons.
Company Values
The Company’s core values are:
•
•
•
•
Safety – provide a safe operating environment for our
employees;
Respect – for the environment and the communities in
which we operate and the people who work for us;
Commitment – have meaningful long-term relationships
with our stakeholders; and
Ethics – to act in a truthful, fair and honest way in all our
dealings.
• 27 •
SECTION TWO • GOVERNANCE REPORTOCEAN WILSONS HOLDINGS LIMITED 2023 ANNUAL REPORT R E P O R T O F T H E D I R E C T O R S
Directors
Ms Caroline Foulger (CHAIR)
Ms Foulger is aged 63 and is a Chartered Accountant with significant company director
experience on boards of both listed and unlisted companies. Ms Foulger was appointed to the
Board in 2020. She serves as Chair for Oakley Capital Investments Limited and is a retired
partner of PwC Bermuda. Ms Foulger is a member of the Company’s Remuneration and
Management Oversight Committee and is Chair of the Company’s Nomination Committee. Ms
Foulger is also the Chair of Ocean Wilsons (Investments) Limited.
Mr William Salomon (DEPUTY CHAIR)
Mr Salomon is aged 66 and joined the Board in 1995. He is senior partner of Hansa Capital
Partners LLP. He is also a non-executive director of Hansa Investment Company Limited and
Wilson Sons and a member of the Company’s Nomination Committee.
Mr Andrey Berzins
Mr Berzins is aged 64 and joined the Board in 2014. He is a Chartered Accountant and sits on
the boards of several Luxembourg investment funds. Mr Berzins is the senior independent
Director, Chair of the Company’s Audit and Risk Committee and member of the Company’s
Nomination and Remuneration and Management Oversight Committees.
Ms Fiona Beck
Ms Beck is aged 58 and joined the Board in 2020. She is a Chartered Accountant and an
experienced independent director on several listed and unlisted companies. She is the retired
president and CEO of Southern Cross Cable Network. Ms Beck is a non-executive director on
Oakley Capital Investments Limited and IBEX Ltd and is chair of Atlas Arteria International
Ltd. Ms Beck is a member of the Company’s Audit and Risk Committee and is Chair of the
Company’s Remuneration and Management Oversight Committee.
Mr Christopher Townsend
Mr Townsend is aged 50 and joined the Board in 2011. He is a solicitor and has an MBA from
the London Business School. He is the investment director of Hansa Capital GmbH and a non-
executive director of Wilson Sons.
• 28 •
Nomination Committee
Report
The Nomination Committee continues to comprise a diverse and experienced group of
individuals, committed to ensuring a balanced and skilled Board of Directors. Members of the
Committee maintain a strong emphasis on independence, with due consideration given to
the evolving landscape of corporate governance. This report from the Committee provides an
in-depth review of our governance activities over the past fiscal year.
Membership
•
•
•
Ms Caroline Foulger (Chair)
Mr William Salomon
Mr Andrey Berzins
Engagement and Frequency
The Committee convened
the fiscal
twice during
in robust discussions and conducting
year, engaging
comprehensive assessments in line with its responsibilities.
Key Roles and Responsibilities
The Committee operates within a formalised governance
framework which is annually reviewed and approved by the
Board. Comprehensive terms of reference, available on the
Company’s website, guide the Committee in fulfilling its
responsibilities, including:
•
•
•
•
•
Leading the Director appointment process and ensuring
a seamless succession plan aligned with the Company’s
strategic priorities;
Identifying and nominating candidates for Board and
Committee roles;
Approving external appointments of Directors;
Conducting periodic reviews of the Board’s structure,
size and composition, emphasising diversity, skills and
experience; and
Managing and evaluating the outcomes of the annual
Board effectiveness assessments.
• 29 •
Succession Planning
There were no new appointments to the Board in 2023
following the significant refreshes of membership in 2020
and 2021. In line with our commitment to balanced and
diverse leadership, new appointments to the Board are made
as required keeping in mind the balance of skills, experience
and diversity that currently exists within the Board. When
a decision has been made to recruit an additional Director,
the Committee will consider engaging external recruitment
agencies to facilitate a search. The Committee will assess
candidates against objective criteria, giving regard to the
benefits of diversity on the Board, while ensuring that the
candidates recommended for appointment will bring the
necessary skills, experience and be able to allocate sufficient
time to the Company.
The Committee considered the tenure of each Director
before recommending each reappointment. The Committee
specifically noted the tenure of Mr Andrey Berzins at nine
years and considered that tenure in their assessment of his
continuing strategic value to the Board as a whole, as well as
specifically discussing his independence. The Committee
has concluded that Mr Berzins continues to be independent
and recommended his reappointment at the May 2024 annual
general meeting.
As previously disclosed, the Company is currently undergoing
a strategic review with regard to its investment in Wilsons
Sons and the Board believes that the retention of Mr Berzins
during the period of potential transition is key. The remaining
independent members of the Board, Ms Caroline Foulger
and Ms Fiona Beck are relatively short-tenured at three
and four years respectively. As the Company has a long-
term investment strategy, the Committee and the Board
concluded that it was important to retain the services of Mr
SECTION TWO • GOVERNANCE REPORTOCEAN WILSONS HOLDINGS LIMITED 2023 ANNUAL REPORT Berzins. His contributions, both at the Board and Committee
level remain invaluable due to both his tenure and his wealth
of experience. Importantly, Mr Berzins maintains no other
relationship with the Company or its shareholders, and as a
non-executive Director has no role in day-to-day operations.
The Committee also acknowledges that Mr William Salomon
and Mr Christopher Townsend are substantial shareholders of
the Company and are both Directors. The Committee reviews
all conflicts of interest on an annual basis and ensures
that the Board and its Committees apply the necessary
independent thinking and recusals on those matters that
involve a conflict.
Board Performance Evaluations
The Committee conducted a thorough internal review of the
Board’s composition and performance for the year. Individual
Director appraisals, guided by formal questionnaires and
one-on-one discussions, delved into key areas such as
investment strategy, operational results, and long-term
strategic outlook. The Committee affirms the Board’s
effectiveness, diverse skills, and collective understanding of
the Company’s dynamics.
Diversity
The Company’s diversity policy underscores merit-based
appointments, considering skills, backgrounds, and
experiences necessary for effective strategy implementation.
Policy
The Company’s diversity policy is that the Board and
management should be comprised of individuals who
collectively have the range of skills needed to implement the
Company’s strategy. All appointments and reappointments
will be made on merit judged against objective criteria within
the context of the balance of skills and backgrounds that the
Board requires to implement the Company’s strategy and to
function optimally as a collective.
The Board believes that the Company and its stakeholders
benefit from a Board with diversity of skills, experiences,
backgrounds and perspectives. Diversity considers age,
gender, ethnicity, nationality, educational or professional
background, culture and personal styles and perspectives.
Objectives
Board appointments and succession plans take
into
account the Board current balance and composition and the
required mix of skills, background and experience (including
consideration of diversity) which the Board, as a whole,
requires to be effective.
The Board will ensure that searches conducted from time to
time in relation to any Board vacancies and appointments,
whether by the Company or by external search firms on the
Company’s behalf, identify and consider an appropriately
diverse range of candidates against objective criteria
established at the time of the search to reflect the needs of
the Board as a whole.
Board Statistics
5 DIRECTORS
Executive | Non-Executive
Executive
Non-Executive
5
Tenure
0-5 years
6-10 years
10+ years
2
2
1
Independent | Non-Independent
Independent
Non-Independent
(excluding Chair)
2
2
• 30 •
Reporting
The UK Listing Rules requires companies to report against
the following three targets:
1
2
3
At least 40% of individuals on the Board are women;
At least one of the senior Board positions (defined in the
UK Listing Rules as the Chair, CEO, SID and CFO) is held
by a woman; and
At least one individual on the Board is from a minority
ethnic background.
At 31 December 2023, the Company complies with targets 1
and 2. The Board will continue to give due consideration to
boardroom diversity, including gender and ethnicity, during
its consideration of succession planning and future Board
appointments.
As required by the UK Listing Rules, further details in relation
to the three diversity targets for the Company are set out in
the tables below. The information was obtained by asking
each Director how they wished to be categorised for the
purposes of these disclosures.
Caroline Foulger
Chair of the Nomination Committee
21 March 2024
Reporting Table on Gender
# of Board
Members
% of the
Board
Senior
Positions on
the Board *
Chair of
Key Board
Committees
# in Executive
Management
% of
Executive
Management
Men
Women
Other Categories
Not Specified/
prefer not to say
3
2
-
-
60%
40%
-
-
1
1
-
-
1
2
-
-
-
1
-
-
-
100%
-
-
Reporting Table on Ethnicity Representation
# of Board
Members
% of the
Board
Senior
Positions on
the Board *
# in Executive
Management
% of
Executive
Management
White British or other white
(including minority white groups)
Not Specified/prefer not to say
Asian/Asian British
Black/African/Caribbean/Black
British
Other Ethnic group, including Arab
Mixed/multiple ethnic groups
3
2
-
-
-
-
60%
40%
-
-
-
-
2
-
-
-
-
-
1
-
-
-
-
-
100%
-
-
-
-
-
* Senior Positions on the Board: CEO, CFO, SID and Chair
• 31 •
SECTION TWO • GOVERNANCE REPORTOCEAN WILSONS HOLDINGS LIMITED 2023 ANNUAL REPORT Remuneration and Management
Oversight Committee Report
The Remuneration and Management Oversight Committee oversees Directors and executive
compensation and reviews management’s operating practices. The Committee’s members
ensure that our remuneration strategies align with the Company’s objectives and industry
standards, emphasising transparency, fairness, and alignment with performance. The
Committee also critically evaluates service and management contracts ensuring best
practice and value for money. This report offers a comprehensive review of our activities
throughout the past fiscal year, providing insights into our oversight of compensation
structures and management practices.
Membership
The Committee consists of three independent non-executive
Directors:
•
•
•
Ms Fiona Beck (Chair)
Ms Caroline Foulger
Mr Andrey Berzins
•
•
investment
To conduct an annual review of the
management agreement with Hanseatic Asset
Management LBG; and
To review the performance of material third-party
service providers and other management oversight as
required.
Remuneration Policy
Engagement and Frequency
The Committee convened three times during the fiscal year.
During the year the Committee reviewed and revised its
remuneration policy for its Directors and senior executives to
align with best practices.
Key Roles and Responsibilities
The Committee has formal terms of reference approved by
the Board which are reviewed on an ongoing basis. The full
terms of reference are available on the Company’s website.
The principal responsibilities of the Committee are:
•
•
To determine the policy for Ocean Wilsons’ executive
management’s remuneration and the remuneration for
the Chair and non-executive Directors;
To determine bonuses payable to executive management
under the Company’s bonus scheme;
The revised remuneration policy aims to attract, retain,
and motivate qualified individuals to serve as the Chair and
Directors of Ocean Wilsons Holdings Limited.
There are four principles for determining Board fees:
•
•
Alignment with shareholder
interests: The policy
will be structured in a way to link remuneration with
shareholder value creation.
Transparency: All components of the Chair and
Directors’ remuneration will be clearly disclosed in the
annual report, ensuring full clarity, transparency, and
understanding among shareholders.
• 32 •
•
•
Proportionality: The remuneration will reflect the
time commitment, duties, responsibilities, and the
competitive market for the skills required.
Independence: Given that independent non-executive
Directors are expected to bring independent judgment
to Board deliberations, their remuneration should not
compromise this independence.
The remuneration policy aims to align the interests of senior
executives with those of shareholders. The overriding
objective
is to ensure that the Company’s executive
remuneration policy encourages, reinforces and rewards the
delivery of sustainable shareholder value and reflects the
Company’s performance.
The Committee does not determine the policy for
remuneration or set remuneration for Wilson Sons’ executive
directors, chair, or senior management. It also does not
review workforce remuneration and related policies or set
remuneration policy at Wilson Sons.
Remuneration
The Committee is responsible for setting non-executive
Directors’ fees. Fees are structured as a basic fee for Board
membership and an additional fee for Committee Chair
responsibility. Non-executive Directors’ fees are reviewed
usually every three years. The Committee completed an
extensive fee review in 2022. As part of this review the
remuneration policy was amended to require that all Directors
own and hold shares in the Company’s stock equivalent to
a minimum of their annual Director’s fee. All Directors were
compliant with this requirement at 31 December 2023.
Non-executive Directors’ fees are set within limits set in
the Company’s Articles of Association. The present limit
is US$0.9 million in aggregate per annum and the approval
of shareholders in a General Meeting is required to change
this amount. Levels of remuneration for the Chair and other
non-executive Directors reflect the time commitment
and responsibilities of the role and are benchmarked
against comparable companies and considering the Board
evaluation. There are no share options or other performance
related elements. During the year ended 31 December 2023,
the Company paid Directors’ fees of US$0.7 million (2022:
US$0.7 million).
The Board of Wilson Sons is responsible for all remuneration
matters relating to Wilson Sons and its subsidiaries. Mr
William Salomon and Mr Christopher Townsend are directors
of Wilson Sons. These Directors received directors’ fees of
US$57,000 (2022: US$66,000) from Wilson Sons during the
year 2023 in addition to their fees as Directors of Ocean
Wilsons. Additionally, both Mr Salomon’s and Mr Townsend’s
Directors’ fees for Ocean Wilsons are reduced from the
base Directors’ fees in consideration of this. There are no
additional fees payable to Directors for the services on the
Board of Ocean Wilsons (Investments) Limited.
The table below sets out fees paid to Directors during the
year.
Director
Ms Caroline Foulger
Role
Chair
Mr Andrey Berzins
Independent non-executive Director
Ms Fiona Beck
Independent non-executive Director
Mr Christopher Townsend
Non-executive Director
Mr William Salomon
Non-executive Director
Mr Jose Francisco Gouvêa Vieira
Chair until 27 May 2022
* Expressed in thousands of US Dollars
TOTAL
2023
Committee
Chair Fee*
2023
Director
Fee*
2023
Total Fees
Paid to
Directors*
2022
Total Fees
Paid to
Directors*
15
15
15
-
-
-
45
195
130
130
102
102
-
659
210
145
145
102
102
-
704
169
131
131
91
91
40
653
• 33 •
SECTION TWO • GOVERNANCE REPORTOCEAN WILSONS HOLDINGS LIMITED 2023 ANNUAL REPORT R E M U N E R A T I O N A N D M A N A G E M E N T O V E R S I G H T C O M M I T T E E R E P O R T
Performance of Third-Party Service
Providers
The Committee, in conjunction with the Chief Operating
and Financial Officer, carries out an annual review of the
Investment Manager’s and significant third-party service
providers’ performance.
The Investment Manager evaluation considers whether the
contractual obligations are being met and if the remuneration
structure in place remains appropriate for the Company to
meet its investment objectives, is competitive and is in the
interests of shareholders. The evaluation also considers
the quality of the team and how the Investment Manager
prioritises the Company within its client base.
its review of the
Following
Investment Manager, the
Committee concluded that the Investment Manager was
meeting its obligations under the investment management
agreement and that its fee structure was competitive
compared to
industry bench marking. Based on the
performance of the portfolio in 2023, no performance fee was
payable to the Investment Manager and as such, no review of
this was required by the Committee.
Fiona Beck
Chair of the Remuneration and Management Oversight
Committee
21 March 2024
• 34 •
Audit and Risk Committee
Report
Our activities during the fiscal year have been focused on maintaining robust financial
governance and effective risk management.
Membership
•
External audit
The Company has an Audit and Risk Committee consisting of
two independent non-executive Directors in compliance with
the smaller company requirements under the UK Corporate
Governance Code:
•
•
Mr Andrey Berzins (Chair)
Ms Fiona Beck
Meetings
The Committee met four times during the fiscal year. The
Chief Operating and Financial Officer of Ocean Wilsons
attended each of these meetings. The Committee meets
with the external auditor without the Chief Operating and
Financial Officer present to receive feedback on the team’s
performance.
Key Roles and Responsibilities
The Committee has formal terms of reference approved by
the Board which are reviewed on an ongoing basis. The full
terms of reference are available on the Company’s website.
The principal responsibilities of the Committee are:
•
Financial and narrative reporting
‐
‐
To review the integrity of the interim and full year
consolidated financial statements of the Company,
including reviewing the material accounting policies
and judgements included in them.
To provide advice to the Board as to whether the
annual report and accounts taken as a whole is fair,
balanced and understandable and provides the
information necessary for shareholders to assess
the Company’s financial position and performance,
business model and strategy.
• 35 •
‐
‐
To make recommendations to the Board, for it
to put to the shareholders for their approval at a
general meeting, in relation to the appointment,
reappointment and removal of the external auditor
and to approve the remuneration and terms of
engagement of the external auditor.
To review and monitor the external auditor’s
independence and objectivity and the effectiveness
of the audit process, taking into consideration
relevant professional and regulatory requirements.
The independence of the external audit process
has been assessed by reviewing reports from the
external auditors describing their arrangements to
identify, report and manage any conflicts of interest.
The Board also reviews the provision of any non-audit
services provided by the external auditors and ensure
that their independence is maintained.
•
Risk management and internal controls
‐
‐
‐
To review the adequacy of the Company’s internal
control and risk management systems.
To review and update the Company’s risk appetite
statement.
To review the Company’s risk register and assess
the Company’s emerging and principal risks to be
reviewed annually with the Board.
‐
To consider the need for an internal audit function.
•
Compliance and fraud
‐
review
the adequacy of
the Company’s
To
whistleblowing procedures and the policies related
to fraud, bribery and anti-corruption.
SECTION TWO • GOVERNANCE REPORTOCEAN WILSONS HOLDINGS LIMITED 2023 ANNUAL REPORT Financial and Narrative Reporting
During the course of the fiscal year, the Committee conducted
a comprehensive examination of the various financial and
narrative documents. This included a thorough review of the
annual report and consolidated financial statements for the
year ending December 2022, the half-yearly financial report
for June 2023, and the quarterly updates released in May
and November 2023. As an integral part of scrutinising the
December 2022 annual report and consolidated financial
statements, the Committee received and reviewed a detailed
report from the external auditor, outlining the procedures
and findings of their audit work.
Furthermore, the Committee evaluated the 2023 annual
report and consolidated financial statements overall
fairness, balance, and understandability. The objective
was to ensure that these documents collectively present
information that is essential for shareholders to assess the
Company’s performance, strategy, and business model. The
Committee identified and determined that the primary risks
of misstatement in the Group’s 2023 consolidated financial
statements pertained to:
•
•
Valuation of unquoted investments – The investment
valuation risk arises from the valuation of the Level
3 investments which is determined using valuation
techniques and assumptions based on market
conditions existing at each reporting date. The
from the
Committee received quarterly reports
Investment Manager on
investment performance
which included historical performance analysis and
management outlook for
investment and market
performance. The Committee reviewed and questioned
the Investment Manager and obtained explanations for
investment performance and variations from market
performance, investment expectations and potential
risks to future performance. The Committee examined
and challenged management’s key assumptions used
in the valuation of investments. The Committee was
satisfied that the significant assumptions used were
appropriate and was satisfied with the disclosures in
the consolidated financial statements. The Committee
also discusses potential risks surrounding investment
valuation with the external auditor and reviewed their
audit findings.
Revenue recognition (unbilled revenue) – The reporting
risk could arise from inappropriate revenue recognition
policies, incorrect application of policies or cut-off
errors surrounding year end. The Committee considered
the Wilson Sons’ revenue recognition policies and
the
level of transactions compared to previous
periods. The Committee received quarterly Wilson
Sons management reports on revenue and financial
performance with comparisons to budget and prior
year. The Committee reviewed and questioned Wilson
Sons management explanations for variances and
revenue performance. The Committee also discussed
•
•
potential risks surrounding revenue recognition with
the external auditor and reviewed their audit findings.
The Committee was satisfied with management’s
explanations of variances and application of the
presented policies relating to revenue recognition.
Impairment test of Cash Generating Units (CGUs) – The
Group has significant non-financial assets within the
offshore support bases CGU. The reporting risk is that
the value of the CGU is overstated and that an impairment
charge should be recorded. Wilson Sons management
performed impairment testing for the offshore support
bases CGU by comparing its carrying value to its value in
use, calculated using the discounted cash flow model.
The Committee examined and challenged Wilson Sons
management’s key assumptions used in the impairment
testing and was satisfied that they are appropriate
and sufficiently robust. The Committee was further
satisfied with the impairment testing disclosures in
the consolidated financial statements. The Committee
also discusses potential risks surrounding impairment
risk with the external auditor and reviewed their audit
findings.
Provisions for tax, labour, and civil cases – In the normal
course of its operations in Brazil, Wilson Sons is
exposed to numerous local legal claims. The reporting
risk relates to the completeness of claims recorded
and the estimation of the provisions held against these
exposures. Provisions are measured at management’s
best estimate of the expenditure required to settle the
obligation based on prior experience, Wilson Sons’ best
knowledge of the relevant facts and circumstances
and legal advice received. The Committee questioned
Wilson Sons management on their assumptions
used in determining provisions and the procedure for
classification of legal liabilities as probable, possible or
remote loss, reviewed legal reports from Wilson Sons
management, asked questions on the background
and progress of material claims and evaluated the
current level of provisions in light of historical trends
and claim history to ensure provisions were adequate.
The Committee ensured that adequate resources are
allocated to recording, evaluating and monitoring legal
claims to ensure the completeness of claims recorded
and provisions made. The Committee was satisfied that
the significant assumptions used were appropriate and
was satisfied with the disclosures in the consolidated
financial statements. The Committee also discusses
potential risks surrounding legal claims with the external
auditor and reviewed their audit findings.
The Committee reviewed and challenged the assumptions
in support of the 2023 going concern statement and the
longer-term viability statement. The review involved careful
consideration of various factors including, but not limited
to, historical financial performance, cash flow projections,
debt obligations, financing arrangements, and external
• 36 •
market conditions. Based on our review, we are satisfied that
the supporting documentation provided by management
adequately supports the Company’s going concern and
in
viability disclosures, and that they are presented
accordance with applicable accounting standards and
regulatory requirements.
The Committee holds the view that the annual report
and accounts effectively communicate the Company’s
performance throughout the year, offering comprehensive
disclosures at each segment level. The content conveyed
in the Chair’s Statement, Directors’ Report, and Financial
Reports is accurately reflected in the annual accounts.
Notably, there is cohesion between the narrative sections
and the consolidated financial statements, ensuring a
cohesive representation of information.
External Audit
As part of the annual external audit process, the Committee:
•
•
•
Reviewed and approved the scope of audit work to be
undertaken by the auditor;
Agreed the fees to be paid to the external auditor for
the audit of the December 2023 consolidated financial
statements; and
Assessed the qualification, expertise and resources,
and independence of the external auditor:
‐
‐
‐
Reviewed the audit plan for the year, noting the role
of the audit partner who signs the audit report and
who, in accordance with professional rules, has not
held office for more than five years and any changes
in key audit staff;
Received a report from the external auditor
describing their arrangements to identify, report and
manage any conflicts of interest; and
Considered the overall extent of non-audit services
provided by the external auditor. There were no
non-audit services provided in 2023 by the external
auditor.
The Committee undertook its annual evaluation of the
external auditors’ performance and the efficacy of the
external audit process for the year ending on 31 December
2022. This assessment involved surveying key stakeholders
across the Group and appraising the quality of the auditors’
reporting to and engagement with the Committee.
Considering the feedback received and this comprehensive
review, the Committee was satisfied with both the auditors’
performance and the efficiency of the audit process.
Fees incurred for the external auditor in 2023 were US$0.7
million (2022: US$1.0 million). The Company does not engage
its external auditor for any non-audit services.
During the year, the Committee also received the outcome of
the FRC’s Audit Quality Review of KPMG Audit Limited’s audit
of the Company’s 31 December 2022 financial statements,
which was undertaken as part of the FRC’s annual inspection
of audit firms. The Committee discussed the inspection
report with the audit partner and note that actions to address
the findings were incorporated into the audit of the 2023
annual report.
Risk Management and Internal controls
The Committee engages with the Chief Operating and
Financial Officer of the Company to conduct a bi-annual
review and assessment of the Company’s risk matrix and the
adequacy of the Company’s internal controls. The Committee
is satisfied with the effectiveness of the internal controls
and affirmed that the risk matrix accurately reflects the
Company’s risks. The risk matrix was updated in 2023 to
include a “risk appetite” approach to assessing risks and is
reflected in the Risk Management section on page 17. The
risk register serves as a functional tool at the Board level,
aiding decision-making and supporting the planning of risk
mitigation strategies.
Additionally, the Committee met quarterly in 2023 with the
Wilson Sons audit committee on the following matters:
•
To receive reports from the Wilson Sons audit committee
on relevant accounting matters and its report from the
Wilson Sons internal audit team;
• 37 •
SECTION TWO • GOVERNANCE REPORTOCEAN WILSONS HOLDINGS LIMITED 2023 ANNUAL REPORT •
•
•
•
•
To review and challenge the assumptions used in the
Wilson Sons impairment test of the offshore support
bases cash-generating unit
long-term
revenue; costs and expenses; investments; projection
period; growth rate and discount rates based on the
weighted average cost of capital;
including
To receive a report on cybersecurity at Wilson Sons. The
report highlighted the principal risks as ransomware,
data loss, customer data breaches, mission critical
systems failure, reputational damage, financial losses
and operational accidents. The Committee was satisfied
with the actions being taken to mitigate cyber risks;
To receive a report on the Wilson Sons enterprise risk
management process. The report detailed the most
critical risks of Wilson Sons, identifying the respective
risk owners, and the mitigation plans in place or under
development, see principal and emerging risks on page
18;
To receive litigation reports from the Wilson Sons
legal department outlining the legal provisions in the
accounts and work performed to manage possible
claims; and
To have a briefing on the Wilson Sons whistle-blowing
channel outlining the structure of the whistle-blowing
channel and procedures for following up on complaints
received.
Compliance and Fraud
There were no instances of fraud reported in 2023 and the
Committee is satisfied that the procedures and policies in
place are being monitored and complied with.
Andrey Berzins
Chair of the Audit and Risk Committee
21 March 2024
A U D I T A N D R I S K C O M M I T T E E R E P O R T
• 38 •
Corporate and Social
Responsibility
The Board recognises that, in addition to managing the Company’s assets, it has an obligation
to ensure that it undertakes efforts to ensure that its corporate and social responsibilities to
all its stakeholders are addressed at both the parent level and its operating subsidiaries.
Environment and Responsible Investing
Workforce and Safety
The Board continues to maintain
its conviction that
responsible investing and sustainable operations are vital
for the sustained success and growth of the Company.
Throughout the year, the Board, in collaboration with
Hanseatic Asset Management LBG, its Investment Manager,
and the management team at Wilson Sons, engaged in
diligent and regular reviews of the Company’s performance,
strategic investment approaches, and exploration of capital
investment and expansion possibilities. These reviews were
pivotal in ensuring that our ESG strategy remains not only
compliant but also progressively aligned with evolving global
standards, thereby fostering a culture of effective, ethical,
and forward-looking investment practices beneficial to our
shareholders and prospective investors.
Building upon the momentum of 2022, when the Investment
Manager formally became a signatory to the United Nations
Principles for Responsible Investment, the Board continued
to advocate for and oversee the implementation of policies
that emphasise the importance of environmental and
social considerations within our investment framework.
This year, a significant focus was placed on refining these
policies to enhance our information-gathering processes
regarding the environmental and social practices of our
investment entities. The Investment Manager, in alignment
with this direction, has been actively involved in reviewing
its investment portfolio, with a particular emphasis on
ensuring adherence to responsible investing practices
among portfolio managers and companies. This ongoing
process signifies our commitment to not only sustaining but
also elevating our ESG initiatives in alignment with our core
values and the expectations of our stakeholders.
In 2023, the Board continued to focus on fostering inclusivity
and equality within Wilson Sons, the largest employer in
the Group. Our commitment to advancing these values was
reflected in our steadfast support and oversight of various
initiatives aimed at enhancing gender equality and nurturing
the next generation of leaders within the organisation.
Wilson Sons continues to focus on gender diversity, with
women constituting 30% of its management team and 19%
of the overall workforce. This representation is a testament
to our ongoing efforts to create a balanced and inclusive
work environment. Furthermore, Wilson Sons has actively
implemented several programs designed to empower
women and young professionals. These initiatives include
internships and apprenticeships, collaborations with local
universities for maritime service lectures, and a specialised
program for young girls in Brazil.
The Board’s continuous encouragement and monitoring of
these initiatives underscore our dedication to nurturing a
culture of equality and opportunity within Wilson Sons. By
investing in these programs, we not only contribute to the
personal and professional development of our employees but
also reinforce our commitment to building a more equitable
and dynamic workplace.
On average the Group employed 3,849 employees during the
year (2022: 3,296). The nature of operations in the maritime
division means that the health and safety of our workforce
is fundamentally important to the Board and is engrained
in our corporate values and daily routines. Through a safety
programme in partnership with DuPont, health and safety
targets are measured using lost-time injury frequency rate
(“LTIFR”). In 2023 the LTIFR rate was 0.22 compared to 2022
of 0.45. The international benchmark is 0.5 which Wilson
Sons has set as its target to remain below.
• 39 •
SECTION TWO • GOVERNANCE REPORTOCEAN WILSONS HOLDINGS LIMITED 2023 ANNUAL REPORT Communities
Ocean Wilsons and Wilson Sons are committed to being
conscientious corporate citizens, actively contributing to
the betterment of the communities where we operate. This
commitment is embodied not only through our structured
corporate giving programs but also by encouraging and
facilitating our employees to generously donate their time
and expertise.
At Ocean Wilsons, our corporate giving is strategically
focused on supporting charities dedicated to fostering life
skills in young people. This initiative reflects our belief in the
power of nurturing the next generation, equipping them with
the tools and abilities essential for their future success.
Wilson Sons boasts a rich history of varied community
engagement, encompassing both corporate volunteering
efforts and charitable donations. In 2023, approximately
US$1.3 million was invested in direct and incentivised
initiatives, reaching more than 70,000 people with social
projects and targeted actions. Some of these initiatives
included the Brazilian Maritime Museum project, which
seeks to strengthen education through the preservation
and the dissemination of national maritime history, and the
Junior Achievement Rio de Janeiro project, which supports
entrepreneurship and financial education to prepare
students for the job market.
• 40 •
Directors’ Responsibility
Going Concern
The Group has considerable financial resources including
US$69.4 million in cash and cash equivalents at 31 December
2023 and the Group’s borrowings have a long maturity profile.
The Group’s business activities together with the factors likely
to affect its future development and performance are set
out in the Chair’s Statement, Business Review and Financial
Report. The financial position, cash flows and borrowings
of the Group are set out in the Financial Report. In addition,
note 32 to the consolidated financial statements includes
details of its financial instruments and its exposure to credit
risk and liquidity risk. Details of the Group’s borrowings are
set out in note 22.
The Group closely monitors and manages its liquidity risk and
does so in a manner that reflects its structure of two distinct
businesses being Ocean Wilsons (Investments) Limited
and Wilson Sons Limited. In performing its going concern
assessment, the Board considered the 15-month period to 31
March 2025.
Ocean Wilsons Holdings Limited and Ocean Wilsons
in respect of
(Investments) Limited
Ocean Wilsons and Ocean Wilsons (Investments) Limited
have combined cash and cash equivalents of US$21.2 million
and further highly liquid investments of US$114.1 million at
31 December 2023. They have no debt and they have made
commitments
investment subscriptions
amounting to US$53.8 million, for which details are provided
in note 11. The timing of the investment commitments may be
accelerated or delayed in comparison with those indicated in
note 11, but highly liquid investments held are significantly
in excess of the commitments. Neither Ocean Wilsons
nor Ocean Wilsons (Investments) Limited have made any
commitments or have obligations towards Wilson Sons and
its subsidiaries and their creditors or lenders. In the unlikely
circumstance that Wilson Sons was to encounter financial
difficulty, the parent company and its other subsidiary have
no obligations to provide support and have sufficient cash
and other liquid resources to continue as a going concern on
a standalone basis.
Wilson Sons Limited
Wilson Sons has cash and cash equivalents of US$48.2
million. All of the debt, as set out in note 22, and all of the
lease liabilities, as set out in note 17, relate to Wilson Sons,
and have a long maturity profile. The debt held by Wilson
Sons is subject to covenant compliance tests as summarised
in note 22, which were in compliance at 31 December 2023
and are forecast to be complied with throughout the forecast
period.
The covenants are most sensitive to changes in EBITDA, debt
service costs and asset values. The Ocean Wilsons Board
reviewed Wilson Sons’ 15-month forecasts for the financial
year 2024 and the first quarter of 2025 which included
analysis of cash flows and loan covenant compliance for the
forecasting period. Budgets are compared with prior period
actual results and previous forecasts to identify variances
and understand the drivers of the changes and their future
impact to allow management to take action as appropriate.
Additional market analysis is performed to corroborate
other key assumptions underpinning the forecasts. In
preparing the forecasts, consideration has been given to
the commitments Wilson Sons has to its joint ventures and
associates in respect of their loan agreements as set out in
note 15 and possible cash outflows these may give rise to,
should the joint ventures and associates breach their loan
covenants.
Cash flow and loan covenant compliance forecasts were then
subjected to reverse stress tests to understand the headroom
available before a covenant breach occurs or liquidity is
exhausted. Consideration was then given as to whether the
principal risks attributable to Wilson Sons would give rise to
severe downside scenarios that could cause loan covenant
breaches or exhausting of liquidity, such as significant
reductions in revenues. The possibility of these scenarios
happening are considered remote when contemplating
Wilson Sons’ financial performance during Brazil’s economic
crisis in 2015 and 2016 and during the Covid-19 pandemic.
Whilst the going concern assessment does not indicate it will
be necessary, should it be required, Wilson Sons can delay
or cancel forecast capital expenditure in order to manage
liquidity and or loan covenant compliance.
• 41 •
SECTION TWO • GOVERNANCE REPORTOCEAN WILSONS HOLDINGS LIMITED 2023 ANNUAL REPORT This assessment confirmed that Wilson Sons has adequate
cash, other liquid resources and undrawn credit facilities to
enable it to meet its obligations as they fall due in order to
continue its operations during the going concern forecast
period. Based on the Board’s review of Wilson Sons’ going
concern assessment and the liquidity and cash flow reviews of
the Company and its subsidiary Ocean Wilsons (Investments)
Limited, the Directors have a reasonable expectation that
the Company and the Group have adequate resources to
continue in operational existence for the foreseeable future.
Accordingly, the Directors continue to adopt the going
concern basis in preparing the annual report and accounts.
•
•
•
Directors’ Responsibility Statement
The Directors are responsible for preparing the annual report
in accordance with applicable laws and regulations.
The Directors are required by Bermuda company law to
lay financial statements before the Company in a general
meeting. In doing this the Directors prepare accounts on a
going concern basis for each financial year which give a true
and fair view of the state of affairs of the Company and the
Group and of the profit or loss of the Group for that period.
In preparing those accounts, the Directors are required to:
state that applicable accounting standards have been
followed, subject to any material departures disclosed
and explained in the accounts;
provide additional disclosure when compliance
with specific IFRS requirements is insufficient to
enable users to understand the impact of particular
transactions, other events and conditions on the
Company and Group financial position and financial
performance; and
present information, including accounting policies in a
manner that provides relevant, reliable, comparable and
understandable information.
The Board considers the annual report and accounts, taken
as a whole, is fair, balanced and understandable and provides
the information necessary for shareholders to assess the
Company’s performance, business model and strategy.
On behalf of the Board
•
ensure suitable accounting policies have been adopted
and applied consistently;
• make judgements and estimates that are reasonable
and prudent;
Caroline Foulger
Chair
21 March 2024
• 42 •
S E C T I O N T H R E E
Task Force
for Climate
Related Financial
Disclosures
• 43 •
OCEAN WILSONS HOLDINGS LIMITED 2023 ANNUAL REPORT • 44 •
Task Force for Climate Related
Financial Disclosures (“TCFD”)
Overview
Ocean Wilsons Holdings Limited (“Ocean Wilsons” or the
“Company”) continues to make progress towards better
understanding the landscape of climate-related risks and
opportunities and incorporating this understanding into
strategic considerations and management processes.
The Company recognises that disclosure of the actual and
potential impacts of climate-related risks and opportunities
is fundamental for stakeholders to understand how resilient
a business’s performance and strategy is to a variety of
anticipated changes over the coming decades.
As Ocean Wilsons is a holding company, it is recognised that
risks and opportunities arise at the level of Ocean Wilsons’
subsidiaries: Ocean Wilsons (Investments) Limited (“OWIL”)
and Wilson Sons S.A. (“Wilson Sons”). The following disclosure
will discuss risks and opportunities to the Company arising
from both subsidiaries, it should be recognised that Wilson
Sons is both more directly exposed to these risks and
opportunities and has more potential to directly address
them.
The Task Force on Climate-Related Financial Disclosures
provides recommendations for disclosures structured
around four thematic areas: Governance, Strategy, Risk
Management, and Metrics & Targets.
These four overarching areas are supported by eleven
specific recommended disclosures, which form the structure
of this report. We have responded to each recommendation;
however we are unable to provide, at this time, a full account
of our GHG impacts (Metrics and Targets: Recommendation
B) as we have not yet fully quantified our Scope 3 emissions.
Currently, we are unable to express our risks in quantifiable
financial terms, however, we are committed to enhancing our
disclosure practices to incorporate financial metrics in our
risk assessments.
Governance
The Board of the Company holds ultimate responsibility
for the effective management of climate-related issues.
The Audit and Risk Committee most directly engages with
these issues, monitoring the efficacy of internal controls
and risk management procedures on an ongoing basis. Risk
exposure, potential opportunities, and mitigating actions are
considered at Committee meetings, which occur quarterly.
• 45 •
Wilson Sons
The Wilson Sons board is responsible for managing its
specific climate-related risks, defining objectives, guiding
strategy, and monitoring progress. The Wilson Sons board
is advised by the Wilson Sons risk committee and is updated
quarterly on key risks and opportunities. An awareness
of risks and opportunities informs all the aforementioned
processes. The Wilson Sons risk committee coordinates an
integrated risk management process, which addresses risks
of all types, including climate-related risks. This committee,
along with the Wilson Sons audit committee and the Wilson
Sons board, has responsibility for defining risk appetites and
tolerance ranges for each risk area. The Wilson Sons CEO
monitors the company’s climate agenda and is responsible
for providing relevant updates at meetings of the Wilson
Sons board where strategic decisions are approved. A
dedicated sustainability department is tasked with carrying
out climate-related plans of action.
Ocean Wilsons (Investments) Limited
The OWIL board shares the same directors as Ocean
Wilsons, which holds ultimate accountability for responsible
investing. Quarterly meetings are held with the Investment
Manager where updates on investment performance, asset
allocation, and ESG status are discussed. OWIL’s Investment
Manager has instituted a responsible investment policy,
which includes due diligence processes and the ongoing
monitoring of sustainability issues within the portfolio and is
a signatory to the UN Principles of Responsible Investment.
Strategy
The impacts of climate change and an understanding of
potential societal responses have already begun to influence
the Company’s strategic direction and financial planning.
OWIL and Wilson Sons are exposed to a variety of climate-
related risks, which include physical risks and transition
risks. Physical risks include acute events like storms and
droughts, and chronic impacts such as evolving patterns of
precipitation and sea level rise. Transition risks include those
risks related to society’s net zero transition, including existing
and emerging regulatory requirements, carbon taxation, and
shifting consumer preferences. These risks were analysed
these according to three timeframes: short-term (less than 3
years), medium-term (3 to 10 years) and long-term (more than
10 years).
SECTION THREE • TASK FORCE FOR FOR CLIMATE RELATED FINANCIAL DISCLOSURESOCEAN WILSONS HOLDINGS LIMITED 2023 ANNUAL REPORT The changes underway affecting the climate and society
also create several opportunities for the Company in the
coming decades. A selection of the most material risks and
opportunities to both subsidiaries is provided below. For a full
account of Wilson Sons’ risks and opportunities, please see
the dedicated Sustainability Report (2023) available at www.
wilsonsons.com.br. Further detail on OWIL’s risk exposure,
which is deemed to have not significantly changed in the past
two years, is detailed in the Company’s 2021 Annual Report
available on the Company’s website.
MATERIAL CLIMATE-RELATED RISKS AND OPPORTUNITIES
Risk /
Opportunity
Changes in
precipitation
patterns
Category
Physical
(chronic)
Subsidiary
Affected
Wilson
Sons
Likelihood Impact
Timeframe Description
Likely
Moderate Short-term
(< 3 years)
Increase
in extreme
weather events
Physical
(acute)
Wilson
Sons
Likely
Moderate Medium-
term
(3-10 years)
Changes in
energy mix
Transition
(Market &
Technology)
Wilson
Sons
Likely
Moderate Long-term
(>10 years)
Physical
impacts of
extreme climate
phenomena
Physical
(Acute &
Chronic)
OWIL
Likely
Low
Medium-
term
(3-10 years)
Changes in
energy mix
/ External
pressure for
decarbonisation
Transition
(Market &
Technology)
Wilson
Sons
Likely
Moderate Medium-
term
(3-10 years)
External
pressure for
decarbonisation
Transition
(Market &
Technology)
OWIL
Likely
Moderate Medium-
term
(3-10 years)
Climate-related alterations in precipitation
patterns in Brazil could disrupt agriculture.
Wilson Sons’ customers transport significant
volumes of agricultural cargo from Brazil
and reduced crop yields could have a direct
effect on demand for shipping services.
Extreme weather could disrupt a wide
variety of Brazilian economic activities,
with attendant
impacts on demand for
Wilson Sons’ services. Extreme weather
events also pose a direct threat to the
subsidiary’s operations, e.g. such as the
loss of equipment or cargo during storms or
damage to assets and infrastructure.
As the world transitions away from fossil
fuels, demand for hydrocarbon production
is expected to decline. This will inevitably
have an impact on Wilson Sons’ services
associated with the transport of these
products.
The physical impacts of climate change
(both acute and chronic) will entail economic
disruptions across geographies and sectors.
This volatility complicates
investment
decisions, increases the risk of stranded
assets, and poses the threat of extended
economic downturns.
preferences
society
it
low-carbon
As
transport,
is probable that maritime
transport will in some cases, have a lower
carbon footprint per kilogram of goods
transported goods than road haulage. This,
along with the increased need to transport
equipment related to the net-zero transition
(e.g. EV components or equipment related
to solar and wind power generation), may
increase demand for services.
The presence of environmentally conscious
in the OWIL portfolio and
investments
potential to increase the alignment of the
portfolio with growing sectors related to the
net zero transition present an opportunity
to benefit from increased public and private
support for these industries (e.g. renewable
power generation,
low-carbon transport,
etc.).
• 46 •
Influence on Strategy
As OWIL is an actively managed portfolio, investments
can be exited if deemed necessary, and as such OWIL is
considered to be resilient to a variety of climate-related
risks. Nevertheless, an awareness of this risk landscape has
led to increased focus on these issues.
Wilson Sons is more likely to be directly affected by physical
and transition risks, and an awareness of this has begun
to impact action plans and long-term strategies. This risk
assessment has underlined the need for more data in several
areas, and as a result Wilson Sons has begun monitoring
market behaviour and demands, and collecting data on
additional Scope 3 emissions categories, covering the
majority of its footprint. Wilson Sons has also taken concrete
steps towards decarbonisation, including the acquisition of
fuel-efficient tugboats, along with electric tractors at the
Salvador container terminal. At the Rio Grande container
terminal, Wilson Sons has begun to procure 100% certified
renewable electricity.
All such decisions are guided by the marginal carbon
abatement curve developed by the organisation in the
previous year, which provides a systematic way for prioritising
investments in decarbonisation.
Strategy Resilience
Societal response to climate change and the resulting
trajectory of emissions over the coming decades are
fundamentally uncertain. To assess the resilience of our
strategy, Wilson Sons evaluated the identified risks and
opportunities in the context of several potential climate
scenarios (a selection of Shared Socioeconomic Pathways
(SSPs), as defined by the IPCC’s Sixth Assessment Report
in 2021, with associated Representative Concentration
Pathways (RCPs) reflecting anticipated concentrations of
GHGs over time).
Scenario
RCP
Time Horizon
Description
SSP1
2.6
2030
SSP1
2.6
2050
SSP3
7.0
2050
The first scenario considered assumes a world shifting
gradually and steadily towards more sustainable economic
systems. Consumption is oriented towards lower resource
and energy intensity. Little change in physical risk exposure
by 2030.
The second scenario assumes the same societal evolution
as described above, but assesses risk in the year 2050, when
more physical risks (acute and chronic) and more stringent
regulation have begun to impact the global economy.
Rising nationalism and increasing geopolitical tensions lead to
an uncoordinated response to climate change. Environmental
concerns are not prioritised and significant degradation
occurs. Physical risks are significantly more severe under this
scenario.
Reviewing the risk and opportunity landscape from the
perspective of these scenarios yielded some key insights and
enabled us to estimate a likely range of potential impacts.
Wilson Sons incorporated an awareness of this range of
materiality into its portfolio of decarbonisation options and
associated prioritisation processes.
At a high level, the scenario analysis suggests that the
majority of the identified risks are more severe under the
high emissions (RCP 7.0) scenario. Under this scenario,
Wilson Sons would be exposed to significant physical threats
(both acute and chronic) and have less opportunity to take
advantage of growing sustainability-oriented markets. The
low emissions (RCP 2.6) scenario is most likely to provide
material opportunities and reduce the impact of risks in
the short and long term, as a coordinated climate change
mitigation regime opens up new markets and allows forward
planning for emerging regulations.
Maintaining an advanced position in the realm of sustainability
increases Wilsons Sons’ resilience to a variety of risks. Wilson
Sons’ inclusion in the Brazilian Corporate Sustainability Index
(ISE B3) is strong evidence of its leading stance across a
number of sustainability issues, including climate.
• 47 •
SECTION THREE • TASK FORCE FOR FOR CLIMATE RELATED FINANCIAL DISCLOSURESOCEAN WILSONS HOLDINGS LIMITED 2023 ANNUAL REPORT OWIL’s risk and opportunity analysis revealed that risk
exposure was comparatively low, especially in the short to
medium term. Therefore, scenario analysis is not considered
an immediate priority, although we will continue to monitor
the situation and undertake further analysis when deemed
valuable.
Risk Management
Identifying and Assessing Risk
Material risks and opportunities were first identified in 2021
with reference to the TCFD guidelines and guided by Wilson
Sons’ integrated risk management policy. These have since
been reviewed and updated periodically. Although no newly
identified risks have entered the register over the past two
years, the risk landscape is actively monitored to ensure that
emerging risks are promptly incorporated.
As described above, risks are categorised as either physical
risk or transition risk, and are assessed across the short,
medium, and long term. Physical risks are categorised as
either acute or chronic, and transition risks are categorised as
regulatory and legal, technological, market, and reputational.
The estimated materiality of each risk is a product of its
probability and impact. At Wilson Sons, assessments are
undertaken by those involved in the relevant risk area, with
support from various technical teams.
Managing Risk
At Wilson Sons, after evaluation and prioritisation, each risk
is assigned a risk owner, who is responsible for addressing
the risk, monitoring ongoing developments and updating the
risk ratings as necessary. The effectiveness of mitigation
measures is continuously monitored by all those involved in
the management of each risk and consolidated for internal
reporting to the Wilson Sons board and the Ocean Wilsons
Board at least annually.
its
Investment Manager’s
For OWIL, the portfolio is managed in line with the investment
strategy and
responsible
investment policy, which is aimed at reducing and managing
long-term risks. ESG related training is delivered to key
team members of the Investment Manager, which routinely
engages with relevant forums and bodies to keep up to date
with best practice and potential shifts in the risk landscape
that require addressing when selecting funds for investment
and the ongoing management of the portfolio.
Integrating risk
At Wilson Sons, climate risk is completely incorporated
into the broader corporate risk management process.
Climate-related risks are managed via the same policies and
procedures as risks of all types, from the identification and
assessment stages to the implementation of control plans
and ongoing monitoring of mitigation measures. At OWIL,
risk exposure is viewed holistically and takes into account
potential risks of many types, including climate-related risks,
when selecting investments.
Metrics And Targets
Metrics Used
An accurate dashboard of relevant indicators is essential for
the ongoing monitoring of climate-related risk exposure. The
Company has begun collecting data in a number of climate-
relevant areas and plans to expand this suite of metrics over
time.
Wilson Sons currently reports a variety of metrics in its
dedicated Sustainability Report; a selection of the most
significant (in the context of climate change) are reported
in the table below. These are reported relative to some
operational metric (revenue or tug manoeuvres) or as a
proportion, to allow for the monitoring of progress over time,
irrespective of business growth.
Metric
2023
2022
Variance
GHG Emissions intensity
(Scopes 1 & 2)
(kgCO2e / Net revenue)
Proportion of energy from
renewable sources
(%)
Energy intensity (towage)
(GJ / manoeuvre)
Water consumption
(m3/ Net revenue R$ 100k)
27.95
28.13
-0.64%
13.0
13.4
3.0%
13.3
12.9
3.1%
8.1
8.8
-8.0%
GHG emissions are quantified in line with the GHG Protocol
and Scope 2 emissions are calculated via a market-based
approach.
We consider these emissions and energy metrics to provide
valuable perspective on our decarbonisation progress, the
associated reputational risks, and our exposure to possible
carbon taxation and energy market volatility in the future.
Given the potential for water scarcity concerns in Brazil over
the coming years, monitoring our water use is also seen
as a key part of being a responsible water consumer and
monitoring progress towards water efficiency.
Green House Gas Emissions (GHG)
Wilson Sons has again quantified Scope 1 and 2 emissions,
and while still unable to report on Scope 3 emissions, has
made substantial progress in understanding these emission
sources and beginning to quantify the most significant
contributors. Wilson Sons will endeavour to improve the
quality of its GHG reporting year on year.
Scope 2 emissions have fallen significantly from last year,
due to the increased procurement of renewable electricity.
Total Scope 1 and 2 emissions have risen in absolute terms
compared to last year, however, have decreased slightly
relative to revenue.
• 48 •
Wilson Sons GHG emissions (tCO2e)
2021
2022
2023
Variance from
previous year
Scope 1
62,373
62,398
65,632
5.18%
Scope 2
4,768
1,516
1,392
-8.18%
Total
67,141
63,914
67,024
4.87%
Ocean Wilson’s emissions are minimal, resulting only from
the operation of a single office, some business travel, and
employees commuting. OWIL, as a portfolio of diverse
investments, faces significant challenges in compiling
an accurate carbon footprint. We are continuing to
explore further data collection options and engagement
improve our
with underlying
understanding of the carbon impacts of our investments and
will present relevant data as it becomes sufficiently high-
quality and decision useful. We recognise the importance
of emissions monitoring for organisations of all size and
will make efforts to quantify and report these figures where
possible moving forward.
investment managers to
Our Targets
Currently, Wilson Sons’ climate goals are qualitative in nature
and relate to structuring and improving the management of
climate aspects. Among the goals defined in recent years
are the identification of climate risks and opportunities,
the definition of the decarbonisation portfolio, studies
and practical tests of alternatives that are less intensive in
carbon emissions, and the evaluation of climate scenarios.
Quantitative energy consumption and decarbonisation
targets are defined internally for some of Wilson Sons’
businesses, such as terminals and tugboats, and are
managed by the operations teams, with monitoring by the
sustainability department. The expectation is to define a
quantitative target for reducing Scope 1 and 2 emissions by
2025.
OWIL is guided by the UN PRI’s six principles, which provide a
framework and direction for the organisation over time in the
realm of climate change and ESG more generally. We have yet
to set more specific targets in these areas, but will continue
to consider options in this area, and aim to set ambitious,
achievable, and measurable goals when deemed practical
and valuable.
• 49 •
SECTION THREE • TASK FORCE FOR FOR CLIMATE RELATED FINANCIAL DISCLOSURESOCEAN WILSONS HOLDINGS LIMITED 2023 ANNUAL REPORT S E C T I O N F O U R
Consolidated
Financial
Statements
• 50 •
• 51 •
SECTION FOUR • CONSOLIDATED FINANCIAL STATEMENTSOCEAN WILSONS HOLDINGS LIMITED 2023 ANNUAL REPORT • 52 •
INDEPENDENT AUDITOR’S REPORT • 53 •
SECTION FOUR • CONSOLIDATED FINANCIAL STATEMENTSOCEAN WILSONS HOLDINGS LIMITED 2023 ANNUAL REPORT • 54 •
INDEPENDENT AUDITOR’S REPORT • 55 •
SECTION FOUR • CONSOLIDATED FINANCIAL STATEMENTSOCEAN WILSONS HOLDINGS LIMITED 2023 ANNUAL REPORT • 56 •
INDEPENDENT AUDITOR’S REPORT • 57 •
SECTION FOUR • CONSOLIDATED FINANCIAL STATEMENTSOCEAN WILSONS HOLDINGS LIMITED 2023 ANNUAL REPORT • 58 •
INDEPENDENT AUDITOR’S REPORT Consolidated Statement of Profit or Loss and Other Comprehensive Income
For the year ended 31 December 2023 (Expressed in thousands of US Dollars)
Sales of services
Raw materials and consumables used
Employee charges and benefits expenses
Other operating expenses
Depreciation of owned assets
Depreciation of right-of-use assets
Amortisation of intangible assets
Gain on disposal of property, plant and equipment
Foreign exchange gains on monetary items
Operating profit
Share of results of joint ventures and associates
Returns on investment portfolio
Investment portfolio management fees
Other income
Finance costs
Profit before tax
Tax expense
Profit for the year
Other comprehensive income:
Items that will not be reclassified subsequently to profit or loss
Post-employment benefits remeasurement
Purchase price adjustment of associate
Items that will be or may be reclassified subsequently to profit or loss
Exchange differences arising on translation of foreign operations
Other comprehensive income for the year
Total comprehensive income for the year
Profit/(loss) for the year attributable to:
Equity holders of the Company
Non-controlling interests
Total comprehensive income/(loss) for the year attributable to:
Equity holders of the Company
Non-controlling interests
Earnings per share:
Basic and diluted
Note
5
6
7
16
17
18
15
5
5
8
9
23
15
28
28
30
2023
486,646
(35,467)
(142,391)
(113,242)
(55,466)
(14,305)
(1,997)
1,713
246
125,737
6,447
29,120
(2,996)
7,798
(35,425)
130,681
(27,609)
103,072
32
-
8,831
8,863
2022
440,107
(32,956)
(126,330)
(104,265)
(48,473)
(13,573)
(2,389)
100
1,620
113,841
3,165
(47,947)
(3,047)
6,631
(34,509)
38,134
(26,656)
11,478
93
159
7,137
7,389
111,935
18,867
67,048
36,024
103,072
72,059
39,876
111,935
(18,675)
30,153
11,478
(14,484)
33,351
18,867
189.6c
(52.8)c
• 59 •
SECTION FOUR • CONSOLIDATED FINANCIAL STATEMENTSOCEAN WILSONS HOLDINGS LIMITED 2023 ANNUAL REPORTThe accompanying notes are an integral part of these consolidated financial statements.
Consolidated Statement of Financial Position
At 31 December 2023 (Expressed in thousands of US Dollars)
Current assets
Cash and cash equivalents
Investment portfolio
Recoverable taxes
Trade receivables
Other current assets
Inventories
Non-current assets
Other receivables
Other non-current assets
Recoverable taxes
Investment in joint ventures and associates
Deferred tax assets
Property, plant and equipment
Right-of-use assets
Other intangible assets
Goodwill
Total assets
Current liabilities
Trade and other payables
Bank loans
Tax liabilities
Lease liabilities
Net current assets
Non-current liabilities
Bank loans
Deferred tax liabilities
Lease liabilities
Provisions for legal claims
Post-employment benefits
Total liabilities
Capital and reserves
Share capital
Retained earnings
Translation reserve
Equity attributable to equity holders of the Company
Non-controlling interests
Total equity
Signed on behalf of the Board
F. Beck
Director
A. Berzins
Director
Note
2023
2022
10
11
9
12
13
14
12
13
9
15
9
16
17
18
19
21
22
9
17
22
9
17
24
23
26
28
69,367
309,158
47,708
65,694
13,281
18,171
523,379
13,041
5,792
20,680
96,084
22,827
614,099
198,508
13,858
13,597
998,486
1,521,865
(71,768)
(70,856)
(10,831)
(28,783)
(182,238)
77,873
272,931
34,515
54,537
9,908
17,579
467,343
12,632
6,197
15,143
81,863
21,969
589,629
178,699
14,392
13,420
933,944
1,401,287
(58,337)
(59,881)
(10,290)
(24,728)
(153,236)
341,141
314,107
(253,345)
(65,596)
(195,503)
(7,322)
(2,047)
(523,813)
(706,051)
11,390
676,817
(86,703)
601,504
214,310
815,814
(262,010)
(49,733)
(171,448)
(8,997)
(1,737)
(493,925)
(647,161)
11,390
634,910
(91,692)
554,608
199,518
754,126
• 60 •
The accompanying notes are an integral part of these consolidated financial statements.
Consolidated Statement of Changes in Equity
For the year ended 31 December 2023 (Expressed in thousands of US Dollars)
Share capital
Retained
earnings
Translation
reserve
Attributable
to equity
holders of the
Company
Non-
controlling
interests
Total equity
Balance at 1 January 2022
11,390
678,006
(95,739)
593,657
190,015
783,672
Currency translation adjustment
Post-employment benefits (note 23)
Purchase price adjustment of
associate (note 15)
(Loss)/profit for the year
Total comprehensive (loss)/income
for the year
Dividends (notes 28, 29)
Equity transactions in subsidiaries
(note 27)
–
–
–
–
–
–
–
–
4,047
4,047
3,090
7,137
54
90
(18,675)
(18,531)
(24,754)
–
–
–
54
90
39
69
(18,675)
30,153
93
159
11,478
4,047
(14,484)
(24,754)
33,351
(25,173)
18,867
(49,927)
189
–
189
1,325
1,514
Balance at 31 December 2022
11,390 634,910
(91,692)
554,608
199,518
754,126
Balance at 1 January 2023
11,390 634,910
(91,692)
554,608
199,518
754,126
Currency translation adjustment
Post-employment benefits (note 23)
Profit for the year
Total comprehensive income for
the year
Dividends (notes 28, 29)
Equity transactions in subsidiaries
(note 27)
–
–
–
–
–
–
–
22
67,048
67,070
(24,754)
(409)
4,989
–
–
4,989
–
–
4,989
22
67,048
3,842
10
36,024
8,831
32
103,072
72,059
(24,754)
39,876
(25,248)
111,935
(50,002)
(409)
164
(245)
815,814
Balance at 31 December 2023
11,390
676,817
(86,703)
601,504
214,310
Translation reserve
The translation reserve arises from exchange differences on the translation of operations with a functional currency other than
US Dollars.
Amounts in the statement of changes in equity are stated net of tax where applicable.
• 61 •
SECTION FOUR • CONSOLIDATED FINANCIAL STATEMENTSOCEAN WILSONS HOLDINGS LIMITED 2023 ANNUAL REPORTThe accompanying notes are an integral part of these consolidated financial statements.
Consolidated Statement of Cash Flows
For the year ended 31 December 2023 (Expressed in thousands of US Dollars)
Operating activities
Profit for the year
Adjustment for:
Depreciation and amortisation
Gain on disposal of property, plant and equipment
Provisions for legal claims
Share of results of joint ventures and associates
Returns on investment portfolio
Other income
Finance costs
Foreign exchange gains on monetary items
Share based payment expense in subsidiary
Post-employment benefits
Tax expense
Changes in:
Inventories
Trade and other receivables
Other current and non-current assets
Trade and other payables
Interest paid
Taxes paid
Net cash inflow from operating activities
Investing activities
Income received from financial assets
Purchase of investment portfolio assets
Proceeds on disposal of investment portfolio assets
Purchase of property, plant and equipment
Proceeds on disposal of property, plant and equipment
Purchase of intangible assets
Investment in joint ventures and associates
Net cash used in investing activities
Financing activities
Dividends paid to equity holders of the Company
Dividends paid to non-controlling interests in subsidiary
Repayments of bank loans principal
Payments of lease liabilities
New bank loans drawn down
Shares repurchased in subsidiary
Issue of new shares in subsidiary under employee share option plan
Net cash used in financing activities
Net (decrease)/increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
Effect of foreign exchange rate changes
Cash and cash equivalents at end of year
Notes
2023
2022
103,072
11,478
16,17,18
16
24
15
5
5
8
27
23
9
14
12,25
9,24
9,21
8,17
9
5
11
11
16
16
18
15
29
28
22
17
22
27
27
71,768
(1,713)
(2,326)
(6,447)
(29,120)
(7,798)
35,425
(246)
306
185
27,609
(592)
(11,561)
(2,968)
13,426
(32,385)
(27,900)
128,735
9,820
(42,674)
33,545
(65,136)
1,958
(1,132)
(7,520)
(71,139)
(24,754)
(25,248)
(61,148)
(10,087)
53,259
(2,338)
1,787
(68,529)
(10,933)
77,873
2,427
69,367
64,435
(100)
90
(3,165)
47,947
(6,631)
34,509
(1,620)
334
(170)
26,656
(5,282)
(5,687)
(13,753)
2,057
(30,143)
(22,070)
98,885
14,558
(68,715)
85,641
(63,268)
726
(1,386)
(17,016)
(49,460)
(24,754)
(25,173)
(49,349)
(8,591)
59,793
(2,549)
3,729
(46,894)
2,531
71,883
3,459
77,873
• 62 •
The accompanying notes are an integral part of these consolidated financial statements.
Ocean Wilsons Holdings Limited (“Ocean Wilsons” or the “Company”) is a Bermuda investment holding company which, through
its subsidiaries, operates a maritime services company in Brazil and holds a portfolio of international investments. The Company
is incorporated in Bermuda under the Companies Act 1981 and the Ocean Wilsons Holdings Limited Act, 1991. The Company’s
registered office is Clarendon House, 2 Church Street, Hamilton, Bermuda. These consolidated financial statements comprise
the Company and its subsidiaries (the “Group”).
These consolidated financial statements were approved by the Board on 21 March 2024.
2
Material accounting policies and critical accounting judgements
Basis of accounting
These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards
(“IFRSs”) and are presented in US Dollars, which is the Company’s functional currency. All amounts have been rounded to the
nearest thousand, unless otherwise indicated.
These consolidated financial statements have been prepared on the historical cost basis, except for the revaluation of financial
instruments and defined health benefit plan liabilities that are measured at fair value.
Basis of consolidation
These consolidated financial statements incorporate the financial statements of the Company and entities controlled by the
Group. The Group controls an entity when it is exposed to, or has the rights to, variable returns from its involvement with the
entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are
included in the consolidated financial statements from the date on which control commences until the date on which control
ceases. The financial statements of subsidiaries are prepared in accordance with the accounting policies set out in note 2. All
intra-group transactions and balances are eliminated on consolidation.
Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-
controlling interests’ share of changes in equity since the date of the combination. Where a change in percentage of interests
in a controlled entity does not result in a change of control, the difference between the consideration paid for the additional
interest and the book value of the net assets in the subsidiary at the time of the transaction is taken directly to equity. When the
Group loses control over a subsidiary, it derecognises the assets and liabilities of the subsidiary, and any related non-controlling
interests and other components of equity. Any resulting gain or loss is recognised in profit or loss. Any interest retained in the
former subsidiary is measured at fair value when control is lost.
Joint ventures and associates
A joint venture is a contractual agreement where the Group has joint control and has rights to the net assets of the contractual
arrangement, rather than being entitled to specific assets and liabilities arising from the agreement. An associate is an entity
in which the Group has significant influence, but not control or joint control, over the financial and operating policies.
Investments in joint ventures and associates are accounted for using the equity method and are initially recognised at cost.
The Group’s share in the profit or loss and other comprehensive income of the joint ventures and associates is included in these
consolidated financial statements, until the date that significant influence or joint control ceases.
Foreign currency
The functional currency of each entity of the Group is established as the currency of the primary economic environment in
which it operates. Transactions other than those in the functional currency of the entity are translated at the exchange rate
prevailing at the date of the transaction.
Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange
rate at the reporting date. Non-monetary items that are measured based on historical cost in a foreign currency are translated
at the exchange rate at the date of the transaction. Exchange differences arising on the settlement and on the translation of
monetary items are included in profit or loss for the period.
• 63 •
Notes to the Consolidated Financial Statements For the year ended 31 December 2023 (Expressed in thousands of US Dollars)SECTION FOUR • CONSOLIDATED FINANCIAL STATEMENTS1 General InformationOCEAN WILSONS HOLDINGS LIMITED 2023 ANNUAL REPORT On consolidation, the statement of profit or loss and comprehensive income of entities with a functional currency other than
US Dollars are translated into US Dollars, at the average exchange rates for the period. Statement of financial position items
are translated into US Dollars at the exchange rate at the reporting date. Exchange differences arising on consolidation of
entities with functional currencies other than US Dollars are recognised in other comprehensive income and accumulated in
the translation reserve, less the translation difference allocated to non-controlling interest.
Sales of services
Revenue derived from sales of services is measured based on the consideration specified in a contract with a customer for
goods and services provided in the normal course of business, net of trade discounts and sales related taxes, and is recognised
when the performance obligation towards the customer is satisfied.
Typically, revenue from providing agency and logistics services is recognised when the agreed services have been performed
and revenue from providing towage services, vessel turnarounds, container movement and associated services is recognised
on the date that the services have been performed. Revenue related to services and construction contracts is recognised
throughout the period of the project when the work in proportion to the stage of completion of the transaction contracted has
been performed.
The timing of when performance obligations are satisfied by type of revenue derived from sales of service is as follows:
Performance obligation
Timing of revenue recognition
Towage and ship agency services
Port Terminals
Logistics
Shipyard
At a point in time
At a point in time
At a point in time
Over time
There are no significant judgements in the determination of when performance obligations are satisfied.
Employee charges and benefits
Short-term employee benefits
Short-term employee benefits are expensed as the related service is provided. A liability is recognised for the amount expected
to be paid if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by
the employee and the obligation can be estimated reliably.
Defined contribution plan
Obligations for contributions to defined contribution plans are expensed as the related service is provided. Prepaid contributions
are recognised as an asset to the extent that a cash refund or a reduction in future payments is available.
Defined health benefit plans
The Group’s net obligation regarding defined health benefit plans is calculated separately for each plan by estimating the amount
of future benefit that employees receive in return for their service in the current period and prior periods. That health benefit
is discounted to determine its present value. The calculation of the liability of the defined health benefit plan is performed
annually by a qualified actuary using the projected unit credit method. Remeasurements of the net defined health benefit
obligation, which include actuarial gains and losses, are immediately recognised in other comprehensive income.
The Group determines the net interest expense on the net defined benefit liabilities for the period by multiplying them by the
discount rate used to measure the defined health benefit obligations. Defined health benefit liabilities for the period take into
account any changes during the period due to the payment of contributions and benefits. Net interest and other expenses
related to defined health benefit plans are recognised in profit or loss. When the benefits of a health plan are changed, the
portion of the change in benefits relating to past services rendered by employees is recognised immediately in profit or loss.
The Group recognised gains and losses on the settlement of a defined health benefit plan when settlement occurs.
Termination benefits
Termination benefits are recognised as an expense when the Group can no longer withdraw the offer of such benefits. If
payments are settled after 12 months from the reporting date, then they are discounted to their present values.
• 64 •
Notes to the Consolidated Financial Statements For the year ended 31 December 2023 (Expressed in thousands of US Dollars) 2
Material accounting policies and critical accounting judgements (continued)
Finance income and finance costs
Interest income or expense is recognised in profit or loss using the effective interest method.
Taxation
Tax expense comprises current and deferred tax. It is recognised in profit or loss except to the extent that it relates to items
recognised directly in equity or in other comprehensive income, in which case the tax is also recognised directly in equity or in
other comprehensive income.
Current tax is based on taxable profit for the year. Taxable profit differs from profit as reported in the consolidated statement
of profit or loss and other comprehensive income because it excludes or includes 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 current tax expense
is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.
Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for taxation purposes. Deferred tax is generally recognised for all taxable
temporary differences except for when the Group is able to control the reversal of the temporary difference and it is probable
that the temporary difference will not reverse in the foreseeable future. Deferred tax is not recognised if the temporary
difference arises from goodwill or from the initial recognition of assets or liabilities in a transaction that is not a business
combination and that affects neither accounting nor taxable profit or loss.
Deferred tax assets are recognised for unused tax losses, unused tax credits and deductible temporary differences to the
extent that it is probable that future taxable profits will be available against which they can be used. The carrying amount of
deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that
the related tax benefit will be realised. Prior reductions are reversed when the probability of future taxable profits improves.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is
settled or the asset is recognised, based on tax rates and tax laws that have been enacted or substantively enacted by the end
of the reporting period. The measurement of deferred tax reflects the tax consequences that would follow from the manner in
which the Group expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.
The Group offsets current tax assets against current tax liabilities when these items are in the same entity and relate to taxes
levied by the same taxation authority and the taxation authority permits the Group to make or receive a single net payment.
Financial instruments
Recognition and initial measurement
Trade and other receivables are initially recognised when they are originated. All other financial assets and financial liabilities
are initially recognised when the Group becomes a party to the contractual provisions of the instruments. Trade and other
receivables are initially measured at the transaction price which reflects fair value. All other financial assets and financial
liabilities are initially measured at fair value plus transaction costs that are directly attributable to their acquisition or issue.
Classification and subsequent measurement
Management determines the classification of its financial instruments at the time of initial recognition. The classification
depends on the purpose for which the financial instruments were acquired or issued, their characteristics and the Group’s
designation of such instruments.
Financial assets are classified as measured at amortised cost if they are not designated as at fair value through profit and
loss and if they are held within a business model whose objective is to hold assets to collect contractual cash flows and if the
contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal
amount outstanding. These assets are subsequently measured at amortised cost using the effective interest method, reduced
by any impairment losses. Interest income, foreign exchange gains and losses and impairment are recognised in profit or loss.
Any gain or loss on derecognition is recognised in profit or loss.
• 65 •
Notes to the Consolidated Financial Statements For the year ended 31 December 2023 (Expressed in thousands of US Dollars)SECTION FOUR • CONSOLIDATED FINANCIAL STATEMENTSOCEAN WILSONS HOLDINGS LIMITED 2023 ANNUAL REPORT Financial assets are classified as measured at fair value through profit and loss if they are not classified as measured at
amortised cost, or if they are designated as such by management on initial recognition. Financial assets held for trading are
classified as measured at fair value through profit and loss. These assets are subsequently measured at fair value. Net gains
and losses, including any interest or dividend income, are recognised in profit or loss.
The Group makes an assessment of the objective of the business model in which a financial asset is held at a portfolio level
because this best reflects the way the business is managed and information is provided to management. The information
considered includes the stated policies and objectives for the portfolio, how the performance of the portfolio is evaluated and
reported to the Group’s management, and the risks that affect the performance of the business model and how those risks are
managed. In assessing whether the contractual cash flows are solely payments of principal and interest, the Group considers
the contractual terms of the instrument, including assessing whether the financial asset contains a contractual term that could
change the timing or amount of contractual cash flows such that it would not meet this condition.
Financial liabilities are classified as at fair value through profit and loss when the financial liability is either held for trading or it
is designated as such by management on initial recognition. Financial liabilities that are not classified as at fair value through
profit and loss are classified as other financial liabilities and are subsequently measured at amortised cost using the effective
interest method. Interest expense and foreign exchange gains and losses are recognised in profit or loss. Any gain or loss on
derecognition is also recognised in profit or loss.
The classification the Group applies to each of its significant categories of financial instruments is as follows:
Financial instruments
Classification
Cash and cash equivalents
Investment portfolio assets
Trade and other receivables
Trade and other payables
Bank loans
At fair value through profit and loss
At fair value through profit and loss
Amortised cost
Other financial liabilities
Other financial liabilities
Cash and cash equivalents comprise cash on hand and short-term investments that are highly liquid, readily convertible to
known amounts of cash without being subject to material risk of changes in value, and not kept within a managed investment
portfolio as part of a broader investment strategy.
Derecognition
The Group derecognises a financial asset when the contractual rights to the cash flows from the asset expire or when it
transfers the rights to receive the contractual cash flows in a transaction in which the Group either substantially transfers all of
the risks and rewards of ownership of the financial asset or in which the Group neither transfers nor retains substantially all of
the risks and rewards of ownership and it does not retain control of the financial asset.
The Group derecognises a financial liability when its contractual obligations are discharged, cancelled or expire. The Group
also derecognises a financial liability when its terms are modified and the cash flows of the modified liability are substantially
different, in which case a new financial liability based on the modified terms is recognised at fair value.
Impairment of financial assets
The Group considers a financial asset to be in default when internal or external information indicates that the Group is unlikely
to receive the outstanding contractual amounts. A financial asset is written off when there is no reasonable expectation of
recovering the contractual cash flows and impairment losses are recognised in profit and loss. If, in a subsequent period, an
event causes the amount of impairment loss to decrease, the decrease in impairment loss is reversed through profit and loss.
Inventories
Inventories are measured at the lower of cost and net realisable value. Cost comprises direct materials, and where applicable,
direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and
condition. Net realisable value represents the estimated selling price less all estimated costs of completion and costs to be
incurred in marketing, selling and distribution.
• 66 •
Notes to the Consolidated Financial Statements For the year ended 31 December 2023 (Expressed in thousands of US Dollars) 2
Material accounting policies and critical accounting judgements (continued)
Property, plant and equipment
Property, plant and equipment are measured at cost, which includes capitalised borrowing costs, less accumulated
depreciation and any accumulated impairment losses. Subsequent expenditure is recognised only when it is probable that the
future economic benefits associated with the expenditure will flow to the Group.
Depreciation is calculated to write off the cost less the estimated residual value of items of property, plant and equipment,
other than land or assets under construction, over their estimated useful lives, using the straight-line method. Land is not
depreciated, and assets under construction are not depreciated until they are transferred to the appropriate category of
property, plant and equipment when the assets are ready for intended use. Depreciation is recognised in profit or loss.
The estimated useful life of the different categories of property, plant and equipment are as follows:
Category
Buildings
Leasehold Improvements
Floating Craft
Vehicles
Plant and Equipment
Useful life
25 to 35 years
5 to 52 years1
25 years
5 to 10 years
10 to 20 years
1
shorter of the rental period or the useful life of the underlying asset
The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period with the
effect of any changes in estimate accounted for on a prospective basis.
An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to
arise from the continued use of the asset. The gain or loss arising on disposal or retirement of property, plant and equipment
is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in profit
or loss.
Lease arrangements
At inception of a contract, the Group assesses whether it is a lease or contains a lease component, which it is if the contract
conveys the right to control the use of an identified asset for a period of time in exchange for consideration.
At the lease commencement date, the Group recognises a right-of-use asset and a lease liability. The right-of-use asset is
measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before
the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying
asset, less any incentives received.
The lease liability is initially measured at the present value of the lease payments unpaid at the commencement date using the
interest rate implicit in the lease, or, if that rate cannot be readily determined, the Group’s incremental borrowing rate. Generally,
the Group applies the incremental borrowing rate. For a portfolio of leases with similar characteristics, lease liabilities are
discounted using a single discount rate.
Lease payments included in the measurement of the lease liability comprises fixed payments, variable payments based on an
index or rate, amounts expected to be payable under a residual value guarantee, and payments arising from options reasonably
certain to be exercised. Variable lease payments not related to an index or rate are recognised in profit or loss as incurred.
Right-of-use assets are depreciated using the straight-line method, from the lease commencement date to the earlier of the
end of their useful life or the end of the lease term, over their expected useful lives, on the same basis as owned assets except
when there is no reasonable certainty that the Group will obtain ownership by the end of the lease term, in which case the right-
of-use asset will be fully depreciated over the shorter of the lease term and its useful life. Right-of-use assets are reduced by
impairment losses, if any, and adjusted for remeasurements of the lease liability.
• 67 •
Notes to the Consolidated Financial Statements For the year ended 31 December 2023 (Expressed in thousands of US Dollars)SECTION FOUR • CONSOLIDATED FINANCIAL STATEMENTSOCEAN WILSONS HOLDINGS LIMITED 2023 ANNUAL REPORT The term of contracts and average discount rate of the different category of lease arrangements are as follows:
Category
Operational facilities
Floating craft
Buildings
Vehicles, plant and equipment
Term of contracts
Average discount rate
5 to 50 years
2 to 5 years
1 to 10 years
1 to 15 years
9.05%
10.16%
10.77%
17.25%
Subsequent to the initial measurement, the carrying amount of the liability is reduced to reflect the lease payments made and
increased to reflect the interest payable. If there is a change in the expected cash flows arising from and index or rate, the lease
liability is recalculated. If the modification is related to a change in the amounts to be paid, the discount rate is not revised.
Otherwise, if a modification is made to a lease, the Group revises the discount rate as if a new lease arrangement had been
made.
The Group has elected not to recognise right-of-use assets and lease liabilities for short-term leases and leases of low-value
assets. The Group recognises the lease payments associated with these leases as an expense on a straight-line basis over the
lease term.
Intangible assets
Intangible assets that are acquired by the Group and have finite useful lives are measured at cost less accumulated amortisation
and any accumulated impairment losses. Subsequent expenditure is recognised only when it is probable that the future
economic benefits associated with the expenditure will flow to the Group.
Amortisation is calculated to write off the cost less the estimated residual values of intangible assets, using the straight-line
method. Amortisation is recognised in profit or loss.
The estimated useful life of the different category of intangible assets are as follows:
Category
Computer software
Concession rights
Useful life
5 years
30 to 33 years
The estimated useful life, residual values and amortisation method are reviewed at the end of each reporting period, with the
effect of any changes in estimate accounted for on a prospective basis.
An intangible asset is derecognised upon disposal or when no future economic benefits are expected to arise from the
continued use of the asset. The gain or loss arising on disposal or retirement of an intangible asset is determined as the
difference between the sales proceeds and the carrying amount of the asset and is recognised in profit or loss.
Goodwill
Goodwill arising on an acquisition of a business is measured at cost as established at the date of acquisition of the business
less accumulated impairment losses. Goodwill is not amortised.
Impairment of non-financial assets
The carrying amounts of the Group’s non-financial assets, other than inventories and deferred tax assets, are reviewed at
each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s
recoverable amount is estimated. Goodwill is tested annually for impairment.
For impairment testing, assets are grouped together into the smallest group of assets that generate cash inflows from
continuing use that are largely independent of the cash inflows of other assets or cash-generating units (CGUs). Goodwill
acquired in a business combination is allocated to groups of CGUs that are expected to benefit from the synergies of the
combination.
• 68 •
Notes to the Consolidated Financial Statements For the year ended 31 December 2023 (Expressed in thousands of US Dollars) 2
Material accounting policies and critical accounting judgements (continued)
The recoverable amount of an asset or a CGU is the greater of its value in use and its fair value less costs to sell. In assessing
value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects
current market assessments of the time value of money and the risks specific to the asset or CGU.
An impairment loss is recognised if the carrying amount of an asset or a CGU exceeds its recoverable amount. Impairment
losses are recognised in profit or loss. Impairment losses recognised in respect of CGUs are allocated first to reduce the
carrying amount of any goodwill allocated to the CGU, and then to reduce the carrying amounts of the other assets in the CGU
on a pro rata basis.
An impairment loss in respect of goodwill is not reversed. For other assets, an impairment loss is reversed only to the extent
that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or
amortisation, if no impairment loss had been recognised.
Provisions
Provisions are recognised when the Group has a present obligation as a result of a past event, it is probable that an outflow of
economic benefits will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.
The amount recognised as a provision is the best estimate of the expenditure required to settle the present obligation at the
end of the reporting period taking into account the risks and uncertainties surrounding the obligation.
Use of judgements, estimates and assumptions
The preparation of these consolidated financial statements requires management to make judgements, estimates and
assumptions that affect the application of the Group’s accounting policies and the reported amounts of assets, liabilities,
income, and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in
the period in which the estimates are revised and in any future periods affected.
In the process of applying the Group’s accounting policies, the following judgements, estimates, and assumptions made by
management have the most significant effect on the amounts recognised in these consolidated financial statements:
a. Provisions for tax, labour and civil risks – Judgement
Provisions for legal cases are made when the Group’s management, together with their legal advisors, consider the
probable outcome is a financial settlement against the Group. Provisions are measured at management’s best estimate
of the expenditure required to settle the obligation based upon legal advice received, prior experience and management’s
best knowledge of the relevant facts and circumstances.
b.
Impairment loss on non-financial assets – Judgement, estimates and assumptions
Impairment losses occur when book value of an asset or cash generating unit exceeds its recoverable value, which is the
higher of fair value less selling costs and value in use. Calculation of fair value less selling costs is based on information
available on similar assets’ selling transactions or market prices less additional costs to dispose of the asset. The value-in-
use calculation is based on the discounted cash flow model. The recoverable value of the cash-generating unit is defined
as the higher of the fair value less sales costs and value in use.
c. Valuation of unquoted investments – Judgements, estimates and assumptions
The fair value of financial assets that are not traded in an active market is determined using valuation techniques. The
Group uses a variety of methods and makes assumptions that are based on market conditions existing at each reporting
date. Valuation techniques used include the use of comparable recent arm’s length transactions, reference to other
instruments that are substantially the same, discounted cash flow analysis, option pricing models and other valuation
techniques commonly used by market participants making the maximum use of market inputs and relying as little as
possible on entity-specific inputs.
• 69 •
Notes to the Consolidated Financial Statements For the year ended 31 December 2023 (Expressed in thousands of US Dollars)SECTION FOUR • CONSOLIDATED FINANCIAL STATEMENTSOCEAN WILSONS HOLDINGS LIMITED 2023 ANNUAL REPORT Changes in material accounting policies
A number of new or amended standards are effective for annual periods beginning on or after 1 January 2023, but none have a
significant impact on the preparation of the consolidated financial statements of the Group.
Standards issued but not yet effective
Several new or amended standards are effective for annual periods beginning after 1 January 2023 with early adoption
permitted. The Group has elected to not adopt early the following new or amended standards and is assessing their impact on
the preparation of its consolidated financial statements.
•
•
•
•
Amendments to IAS 1: Classification of Liabilities as Current or Non-current and Non-current Liabilities with Covenants,
effective for periods beginning on or after 1 January 2024
Amendments to IFRS 16: Lease Liability in a Sale and Leaseback, effective for periods beginning on or after 1 January 2024
Amendments to IAS 7 and IFRS 7: Supplier Finance Arrangements, effective for periods beginning on or after 1 January
2024
Amendments to IAS 21: Lack of Exchangeability, effective for periods beginning on or after 1 January 2025
3
Group composition
Ocean Wilsons has direct ownership in the following subsidiaries:
Subsidiaries
Investments
Place of
incorporation and
operation
Segment
Ocean Wilsons (Investments) Limited
Bermuda
Investment
Holdings
Ocean Wilsons Overseas Limited
Bermuda
Corporate
Ocean Wilsons Overseas Limited has direct ownership in the following subsidiary:
Subsidiaries
Holdings
Place of
incorporation and
operation
Segment
OW Overseas (Investments) Limited
United Kingdom
Corporate
OW Overseas (Investments) Limited has direct ownership in the following subsidiary:
2022
100%
100%
2022
100%
Ownership interest
2023
100%
100%
Ownership interest
2023
100%
Ownership interest
Subsidiaries
Holdings
Wilson Sons S.A.
Place of
incorporation and
operation
Segment
2023
2022
Brazil
Maritime services
56.52%
56.58%
The change in ownership interest in Wilson Sons S.A. from the year ended 31 December 2022 to 31 December 2023 is due to
the exercise of share options and the repurchase of shares in subsidiaries, for which the details are presented in note 27. The
information on non-controlling interests is presented in note 28.
• 70 •
Notes to the Consolidated Financial Statements For the year ended 31 December 2023 (Expressed in thousands of US Dollars) 3
Group composition (continued)
Wilson Sons S.A. has direct ownership in the following subsidiaries:
Subsidiaries
Shipyard
Place of
incorporation and
operation
Segment
Wilson Sons Estaleiros Ltda.
Brazil
Maritime services
Ship agency
Dock Market Soluções Ltda.1
Wilson Sons Shipping Services Ltda.
Logistics
Brazil
Brazil
Maritime services
Maritime services
Wilson Sons Terminais e Logística Ltda.
Allink Transportes Internacionais Ltda.
Brazil
Brazil
Maritime services
Maritime services
Container terminal
Tecon Rio Grande S.A.
Tecon Salvador S.A.
Offshore support bases and towage
Brazil
Brazil
Maritime services
Maritime services
Wilson Sons Serviços Marítimos Ltda.
Brazil
Maritime services
1
The subsidiary Dock Market Soluções Ltda. was dissolved in June 2023.
Ownership interest
2023
100%
0%
100%
100%
50%
100%
100%
100%
2022
100%
90%
100%
100%
50%
100%
100%
100%
• 71 •
Notes to the Consolidated Financial Statements For the year ended 31 December 2023 (Expressed in thousands of US Dollars)SECTION FOUR • CONSOLIDATED FINANCIAL STATEMENTSOCEAN WILSONS HOLDINGS LIMITED 2023 ANNUAL REPORT 4
Business and geographical segments
The Group has two reportable segments: maritime services and investments. These segments report their financial and
operational data separately to the Board. The Board considers these segments separately when making business and
investment decisions. The maritime services segment provides towage and ship agency, port terminals, offshore, logistics and
shipyard services in Brazil. The investments segment holds a portfolio of international investments and is a Bermuda based
company. The corporate segment includes the holding subsidiaries and their related corporate costs.
The financial information by segment is as follows:
For the year ended 31 December 2023
Brazil -
maritime services
Bermuda -
investments
Corporate
Consolidated
Result
Sale of services
486,646
-
-
486,646
Net returns on investment portfolio
-
26,124
-
26,124
Operating expenses
Depreciation and amortisation
Share of results of joint ventures and associates
Other income
Finance costs
(284,828)
(71,768)
6,447
7,593
(35,425)
(282)
-
-
-
-
(4,277)
(289,387)
-
(71,768)
-
6,447
205
7,798
-
(35,425)
Foreign exchange gains/(losses) on monetary items
326
(19)
(61)
246
Profit/(loss) before tax
Tax expense
Profit/(loss) after tax
Financial position
Current assets
Investment in joint ventures and associates
Property, plant and equipment
Right-of-use assets
Other intangible assets
Goodwill
Other non-current assets
Segment assets
Segment liabilities
Other information
Capital additions
Right-of-use assets additions
108,991
25,823
(4,133)
130,681
(27,609)
-
-
(27,609)
81,382
25,823
(4,133)
103,072
192,693
310,944
19,742
523,379
96,084
614,099
198,508
13,858
13,597
62,340
-
-
-
-
-
-
-
-
-
-
-
-
96,084
614,099
198,508
13,858
13,597
62,340
1,191,179
310,944
19,742
1,521,865
(704,976)
(779)
(296)
(706,051)
66,268
3,534
-
-
-
-
66,268
3,534
• 72 •
Notes to the Consolidated Financial Statements For the year ended 31 December 2023 (Expressed in thousands of US Dollars) 4
Business and geographical segments (continued)
For the year ended 31 December 2022
Brazil -
maritime services
Bermuda -
investments
Corporate
Consolidated
Result
Sale of services
440,107
-
-
440,107
Net returns on investment portfolio
-
(50,994)
-
(50,994)
Operating expenses
Depreciation and amortisation
Share of results of joint ventures and associates
Other income
Finance costs
(259,671)
(202)
(3,578)
(263,451)
(64,435)
3,165
6,631
(34,509)
-
-
-
-
-
(64,435)
-
-
3,165
6,631
-
(34,509)
Foreign exchange gains/(losses) on monetary items
1,837
(159)
(58)
Profit/(loss) before tax
Tax expense
Profit/(loss) after tax
Financial position
Current assets
Investment in joint ventures and associates
Property, plant and equipment
Right-of-use assets
Other intangible assets
Goodwill
Other non-current assets
Segment assets
Segment liabilities
Other information
Capital additions
Right-of-use assets additions
5
Revenue
An analysis of the Group’s revenue is as follows:
Sale of services
Net income from investment portfolio
Profit on disposal of investment portfolio assets
Unrealised gains/(losses) on investment portfolio assets
Write down of Russia-focused investments (note 11)
Returns on investment portfolio
Income generated by cash and cash equivalents
Tax credits and legal deposits monetary adjustments
Other income
Other income
Total Revenue
1,620
38,134
93,125
(51,355)
(3,636)
(26,656)
-
-
(26,656)
66,469
(51,355)
(3,636)
11,478
164,449
293,717
9,177
467,343
81,863
589,629
178,699
14,392
13,420
55,941
-
-
-
-
-
-
-
81,863
-
589,629
-
-
-
-
178,699
14,392
13,420
55,941
1,098,393
293,717
9,177
1,401,287
(646,339)
(509)
(313)
(647,161)
64,654
5,222
-
-
-
-
64,654
5,222
2023
486,646
2,022
9,080
18,018
-
29,120
4,157
2,699
942
7,798
523,564
2022
440,107
11,809
24,316
(79,995)
(4,077)
(47,947)
4,146
1,963
522
6,631
398,791
All revenue for the year ended 31 December 2023 and 2022 was derived from continuing operations.
• 73 •
Notes to the Consolidated Financial Statements For the year ended 31 December 2023 (Expressed in thousands of US Dollars)SECTION FOUR • CONSOLIDATED FINANCIAL STATEMENTSOCEAN WILSONS HOLDINGS LIMITED 2023 ANNUAL REPORT The Group derives its revenue from contracts with customers from the sale of services in its Brazil – maritime services segment.
The revenue from contracts with customers can be disaggregated as follows:
Harbour manoeuvres
Special operations
Ship agency
Towage and ship agency services
Container handling
Warehousing
Ancillary services
Offshore support bases
Other services
Port terminals
Logistics
Shipyard
Total Revenue from contracts with customers
2023
221,257
23,403
10,980
2022
201,106
17,633
9,910
255,640
228,649
87,327
41,189
24,339
17,378
19,633
189,866
35,415
5,725
486,646
73,166
40,946
20,932
10,605
13,743
159,392
47,555
4,511
440,107
At 31 December 2023 and 2022, there were no warranties or refund obligations associated with shipyard contracts, for which
performance obligation are satisfied over time.
The revenue from contracts with customers based on the timing of performance obligations can be disaggregated as follows:
At a point of time
Over time
Total Revenue from contracts with customers
2023
480,921
5,725
486,646
2022
435,596
4,511
440,107
At 31 December 2023 and 2022, no single customer represented 10% or more of the Group’s revenue from contracts with
customers or related trade receivables.
Contract balance
Operational trade receivables are generally due and received within 30 days. The carrying amount of operational trade
receivables at the end of the reporting period was US$65.7 million (2022: US$54.5 million). These amounts include US$20.9
million (2022: US$12.0 million) of contract assets (unbilled accounts receivables). There were no contract liabilities as of 31
December 2023 (2022: none).
• 74 •
Notes to the Consolidated Financial Statements For the year ended 31 December 2023 (Expressed in thousands of US Dollars) 6
Employee charges and benefits expenses
Employee charges and benefits expenses are classified as follows:
Wages, salaries, and benefits
Social security costs
Other pension costs
Share based payments
Total employee charges and benefits expenses
2023
2022
(116,172)
(102,397)
(25,434)
(22,701)
(466)
(319)
(904)
(328)
(142,391)
(126,330)
Defined contribution retirement benefit schemes
The Group operates defined contribution retirement benefit schemes for all qualifying employees in its Brazilian operations.
The assets of the scheme are held separately from those of the Group in funds under the control of independent managers.
An expense of US$1.0 million (2022: US$0.9 million) recognised under employee charges and benefits expenses represents
contributions payable to the scheme by the Group at rates specified in the rules of the plan.
Information regarding the defined health benefit plans is detailed in note 23.
7
Other operating expenses
Other operating expenses are classified as follows:
Utilities and communications
Insurance
Corporate, governance and compliance costs
Short-term or low-value asset leases
Service costs
Freight
Port expenses
Other operating expenses
Discounts obtained
Total other operating expenses
8
Finance costs
Finance costs are classified as follows:
Interest on lease liabilities
Interest on bank loans
Exchange loss on foreign currency borrowings
Other interest costs
Total finance costs
• 75 •
2023
(17,147)
(3,940)
(4,193)
(37,134)
(26,184)
(10,470)
(8,202)
(8,224)
2022
(13,616)
(3,483)
(3,292)
(33,432)
(24,925)
(17,320)
(7,168)
(2,819)
2,252
(113,242)
1,790
(104,265)
2023
(17,098)
(16,875)
-
(1,452)
(35,425)
2022
(15,798)
(17,160)
(248)
(1,303)
(34,509)
Notes to the Consolidated Financial Statements For the year ended 31 December 2023 (Expressed in thousands of US Dollars)SECTION FOUR • CONSOLIDATED FINANCIAL STATEMENTSOCEAN WILSONS HOLDINGS LIMITED 2023 ANNUAL REPORT 9
Taxation
At the present time, no income, profit, capital or capital gains taxes are applicable to the Group’s operations in Bermuda
and accordingly, no expenses or provisions for such taxes have been recorded by the Group for its Bermuda operations. The
Company has received an undertaking from the Bermuda government exempting it from all such taxes until 31 March 2035.
During the year ended 31 December 2023, the Bermuda Corporate Income Tax Act of 2023 was enacted by the Bermuda
government, which may supersede such exemptions. As the Company is currently not in scope for this new legislation, the
exemptions provided by the Bermuda government undertaking still apply.
Tax expense
The reconciliation of the amounts recognised in profit or loss is as follows:
Current tax expense
Brazilian corporation tax
Brazilian social contribution
Total current tax expense
Deferred tax – origination and reversal of timing differences
Charge for the year in respect of deferred tax liabilities
Credit for the year in respect of deferred tax assets
Total deferred tax expense
Total tax expense
2023
2022
(8,771)
(3,571)
(12,342)
(31,542)
16,275
(15,267)
(27,609)
(17,018)
(8,340)
(25,358)
(14,123)
12,825
(1,298)
(26,656)
Brazilian corporation tax is calculated at 25% (2022: 25%) of the taxable profit for the year. Brazilian social contribution tax is
calculated at 9% (2022: 9%) of the taxable profit for the year.
The reconciliation of the effective tax rate is as follows:
Profit before tax
Less: (Profit)/loss before tax of Bermuda – investment and corporate segments
Profit before tax of Brazil – maritime services segment
Aggregate Brazilian tax rate
Tax at the aggregate Brazilian tax rate
Tax adjustments for:
Net operating losses in the period
Non-deductible expenses
Foreign exchange variance on loans
Tax effect of share of results of joint ventures and associates
Tax effect of foreign exchange gains or losses on monetary items
Retranslation of non-monetary items
Leasing
Other adjustments
Tax expense
Effective tax rate for the Brazil – maritime services segment
Effective tax rate for the Group
2023
130,681
(21,690)
108,991
34%
(37,057)
(165)
861
(5,035)
2,192
111
13,149
31
(1,696)
2022
38,134
54,991
93,125
34%
(31,663)
(788)
(863)
(3,008)
1,076
625
11,592
64
(3,691)
(27,609)
(26,656)
25%
21%
29%
70%
• 76 •
Notes to the Consolidated Financial Statements For the year ended 31 December 2023 (Expressed in thousands of US Dollars)
9
Taxation (continued)
The tax expense related to amounts recognised in other comprehensive income is as follows:
For the year ended 31 December 2023
Items that will not be reclassified subsequently to profit or loss:
Post-employment benefits
43
(11)
32
Items that will be or may be reclassified subsequently to profit or loss:
Exchange differences arising on translation of foreign operations
Total amounts recognised in other comprehensive income
11,834
11,877
(3,003)
(3,014)
8,831
8,863
Before tax
Tax expense
Net of tax
For the year ended 31 December 2022
Items that will not be reclassified subsequently to profit or loss:
Post-employment benefits
Purchase price adjustment of associate
Items that will be or may be reclassified subsequently to profit or loss:
Exchange differences arising on translation of foreign operations
Total amounts recognised in other comprehensive income
124
213
(31)
(54)
9,563
9,900
(2,426)
(2,511)
93
159
7,137
7,389
Deferred tax
The major categories of deferred tax assets and liabilities recognised by the Group and their movements during the current and
prior reporting period are as follows:
Foreign
exchange
variance on
loans
35,272
(8,433)
(68)
2,200
28,971
Tax
depreciation
(29,850)
(1,711)
(1,510)
(2,168)
(35,239)
At 1 January 2022
(Charge)/credit to income
Other adjustments
Exchange differences
At 31 December 2022
(Charge)/credit to income
(1,896)
(29,646)
Other adjustments
Exchange differences
At 31 December 2023
-
(2,798)
(39,933)
-
1,780
1,105
Profit on
construction
contracts
Other timing
differences
Tax losses
Retranslation
of non-
monetary
items
9,678
(4,112)
151
703
6,420
1,578
22
561
14,808
(534)
82
-
14,356
70
-
-
6,536
1,900
1,438
678
10,552
1,478
5
806
(64,306)
11,592
1
(111)
(52,824)
13,149
-
(114)
Total
(27,862)
(1,298)
94
1,302
(27,764)
(15,267)
27
235
8,581
14,426
12,841
(39,789)
(42,769)
Certain tax assets and liabilities have been offset on an entity-by-entity basis. After offset, deferred tax balances are disclosed
in the statement of financial position as follows:
Deferred tax assets
Deferred tax liabilities
Net deferred tax balance
2023
22,827
(65,596)
(42,769)
2022
21,969
(49,733)
(27,764)
At 31 December 2023, the Group had unused tax losses of US$33.7 million (2022: US$31.2 million) available for offset against
future profits in the entity in which they arose.
• 77 •
Notes to the Consolidated Financial Statements For the year ended 31 December 2023 (Expressed in thousands of US Dollars)SECTION FOUR • CONSOLIDATED FINANCIAL STATEMENTSOCEAN WILSONS HOLDINGS LIMITED 2023 ANNUAL REPORT
No deferred tax asset has been recognised in respect of US$4.4 million (2022: US$4.0 million) due to the unpredictability of
future profit streams, as a tax asset of one entity of the Group cannot be offset against a tax liability of another entity of the
Group as there is no legally enforceable right to do so. The Group expects to recover the deferred tax assets between three and
five years.
Recoverable and payable taxes
The recoverable taxes relate to Brazilian federal taxes, Brazilian sales and rendering of services taxes, Brazilian payroll taxes,
Brazilian income tax, Brazilian social contributions, and judicial bonds related to these items. The recoverable taxes are
classified as current if they are expected to be used or reimbursed within 12 months of the end of the period, otherwise they are
classified as non-current, and are as follows:
Recoverable taxes – current
Recoverable taxes – non-current
Total recoverable taxes
2023
47,708
20,680
68,388
2022
34,515
15,143
49,658
The payable taxes relate to Brazilian federal taxes, Brazilian rendering of services taxes, Brazilian payroll taxes and Brazilian
income tax. The payable taxes are classified as current if they are payable within 12 months of the end of the period, otherwise
they are classified as non-current, and are as follows:
Taxes payable – current
Total taxes payable
10
Cash and cash equivalents
The composition of cash and cash equivalents is as follows:
Cash and bank deposits
Time deposits
Exchange funds
Fixed income investments
Total cash and cash equivalents
2023
(10,831)
(10,831)
2022
(10,290)
(10,290)
2023
19,799
19,920
-
29,648
69,367
2022
53,710
-
2,149
22,014
77,873
Following a change in classification, exchange funds with a value of US$2.1 million at 31 December 2022 that were previously
included in the investment portfolio assets have been reclassified to cash and cash equivalents.
Fixed income investments include an investment fund and an exchange traded fund both privately managed within the Brazil
– maritime service segment. Those funds’ financial obligations are limited to service fees to the asset management company
employed to execute investment transactions, audit fees and other similar expenses. The funds’ underlying investments are
highly liquid and readily convertible.
• 78 •
Notes to the Consolidated Financial Statements For the year ended 31 December 2023 (Expressed in thousands of US Dollars) 11
Investment portfolio
The movement in the investment portfolio is as follows:
Opening balance – 1 January
Additions, at cost
Disposals, at market value
Profit on disposal of investment portfolio assets
Unrealised gain/(loss) on investment portfolio assets
Write down of Russia-focused investments1
Closing balance – 31 December
2023
272,931
42,674
(33,545)
9,080
18,018
-
309,158
2022
349,613
68,715
(85,641)
24,316
(79,995)
(4,077)
272,931
1
During the year ended 31 December 2022, the Group wrote down the full value of a Russia-focused equity fund held within the investment portfolio,
following the issue of an investor notice announcing the suspension of its net asset valuation, subscriptions and redemptions.
The investment portfolio is held in the Bermuda – investments segment and presents the Group with opportunity for return
through generated income and capital appreciation. It includes investments in listed equity securities, open ended funds,
limited partnerships and other private equity funds.
The Investment Manager of the investment portfolio receives an investment management fee of 1% of the valuation of funds
under management and an annual performance fee of 10% of the net investment return which exceeds the benchmark, provided
that the high-water mark has been exceeded, and is capped at a maximum of 2% of the investment portfolio net asset value.
The investment portfolio performance is measured against a benchmark calculated by reference to the US CPI Urban
Consumers index not seasonally adjusted plus 3% per annum over a rolling three-year period. The Board considers a three-
year measurement period appropriate due to the investment mandate’s long-term horizon, and an absolute return inflation-
linked benchmark appropriately reflects the Group’s investment objectives while having a linkage to economic factors. The
performance benchmark was 6.4% for the year ended 31 December 2023 (2022: 9.5%).
At the end of the reporting period, the Group had entered into commitment agreements with respect to the investment portfolio
for capital subscriptions. The classification of those commitments based on their expiry date is as follows:
Within one year
In the second to fifth year inclusive
After five years
Total commitment for capital subscriptions
2023
4,557
4,621
44,585
53,763
2022
5,951
2,346
42,129
50,426
The exact timing of capital calls made in respect of the above commitments are at the discretion of the manager of the
underlying structure. If required, amounts expected to be settled within one year will be met from the realisation of liquid
investment holdings. There may be situations when commitments may be extended by the manager of the underlying structure
beyond the initial expiry date dependent upon the terms and condition of each individual structure.
Information about the Group’s financial instruments valuation and exposure to financial risks is included in note 32.
• 79 •
Notes to the Consolidated Financial Statements For the year ended 31 December 2023 (Expressed in thousands of US Dollars)SECTION FOUR • CONSOLIDATED FINANCIAL STATEMENTSOCEAN WILSONS HOLDINGS LIMITED 2023 ANNUAL REPORT 12
Trade and other receivables
Trade and other receivables are classified as follows:
Current
Trade receivable for the sale of services
Unbilled trade receivables
Total gross current trade receivables
Allowance for expected credit loss
Trade receivables
Non-current
Receivables from related parties (note 25)
Other receivables
Total other receivables
Total trade and other receivables
The aging of the trade receivables is as follows:
Current
From 0 – 30 days
From 31 – 90 days
From 91 – 180 days
More than 180 days
Total gross trade receivables
The movement in allowance for expected credit loss is as follows:
Opening balance – 1 January
Increase in allowance recognised in profit or loss
Exchange differences
Closing balance – 31 December
2023
2022
46,381
20,936
67,317
(1,623)
65,694
11,494
1,547
13,041
78,735
43,293
12,036
55,329
(792)
54,537
11,176
1,456
12,632
67,169
2023
2022
48,593
44,699
9,313
6,561
954
1,896
67,317
5,997
2,461
1,236
936
55,329
2023
(792)
(733)
(98)
(1,623)
2022
(338)
(419)
(35)
(792)
Information about the Group’s exposure to credit risks related to trade receivables is included in note 32.
• 80 •
Notes to the Consolidated Financial Statements For the year ended 31 December 2023 (Expressed in thousands of US Dollars) 13
Other assets
Other current assets are classified as follows:
Prepayments
Insurance claim receivable
Employee advances
Accrued income and investment portfolio receivables
Other current assets
Total other current assets
Other non-current assets are classified as follows:
Escrow deposits
Investments in maritime start-ups
Total other non-current assets
14
Inventories
Inventories are classified as follows:
Operating materials
Raw materials for third party vessel construction
Total inventories
2023
2022
4,560
5,385
2,636
361
339
13,281
4,887
981
1,449
2,188
403
9,908
2023
2022
3,101
3,506
2,691
2,691
5,792
6,197
2023
15,648
2,523
18,171
2022
13,727
3,852
17,579
Inventories are presented net of provision for obsolescence, amounting to US$0.5 million (2022: US$0.3 million).
15
Joint ventures and associates
The Group holds the following interests in joint ventures and associates at the end of the reporting period:
JOINT VENTURES
Logistics
Porto Campinas Logística e Intermodal Ltda
Offshore
Wilson Sons Ultratug Participações S.A.
Atlantic Offshore S.A.
ASSOCIATES
Place of incorporation and
operation
Proportion of ownership
2023
2022
Brazil
Brazil
Panamá
50%
50%
50%
50%
50%
50%
Argonáutica Engenharia e Pesquisas S.A.
Brazil
32.32%
32.32%
• 81 •
Notes to the Consolidated Financial Statements For the year ended 31 December 2023 (Expressed in thousands of US Dollars)SECTION FOUR • CONSOLIDATED FINANCIAL STATEMENTSOCEAN WILSONS HOLDINGS LIMITED 2023 ANNUAL REPORT The financial information of the joint ventures and associates and its reconciliation to the share of result of joint ventures and
associates is as follows:
Sales of services
Operating expenses
Depreciation and amortisation
Foreign exchange gains on monetary items
Results from operating activities
Finance income
Finance costs
Profit before tax
Tax expense
Total profit for the year generated by joint ventures and associates
Joint ventures reconciliation:
Total profit for the year
Participation
Share of profit for the year from joint ventures
Associates reconciliation:
Total profit/(loss) for the year
Participation
Share of profit/(loss) for the year for associates
Share of result of joint ventures and associates
2023
2022
221,420
182,882
(143,425)
(55,092)
6,040
28,943
954
(11,790)
18,107
(5,114)
12,993
12,712
50%
6,356
281
32.32%
91
6,447
(116,046)
(53,212)
5,057
18,681
2,656
(14,756)
6,581
(253)
6,328
6,334
50%
3,167
(6)
32.32%
(2)
3,165
The financial information of the joint ventures and associates and its reconciliation to the investment in joint ventures and
associates is as follows:
Cash and cash equivalents
Other current assets
Non-current assets
Total assets
Trade and other payables
Other current liabilities
Non-current liabilities
Total liabilities
Total net assets of joint ventures and associates
Joint ventures reconciliation:
Total net assets
Participation
Group’s share of net assets of joint ventures
Associates reconciliation:
Total net assets
Participation
Group’s share of net assets of associates
Adjustments for:
Goodwill and surplus generated on associate purchase
Cumulative elimination of profit on construction contracts
Total adjustments
Investment in joint ventures and associates
2023
2022
19,410
65,531
528,271
613,212
(32,019)
(58,779)
(316,248)
(407,046)
206,166
5,747
51,260
551,921
608,928
(46,506)
(56,833)
(324,012)
(427,351)
181,577
204,655
180,079
50%
102,328
50%
90,040
1,511
1,498
32.32%
488
32.32%
484
1,862
(8,594)
(6,732)
1,711
(10,372)
(8,661)
96,084
81,863
• 82 •
Notes to the Consolidated Financial Statements For the year ended 31 December 2023 (Expressed in thousands of US Dollars) 15
Joint ventures and associates (continued)
The movement in investment in joint ventures and associates is as follows:
Opening balance – 1 January
Share of result of joint ventures and associates
Elimination of profit on construction contracts
Share of other comprehensive income of joint ventures and associates
Capital increase
Closing balance – 31 December
2023
81,863
6,447
(81)
335
7,520
96,084
2022
61,553
3,165
(158)
287
17,016
81,863
During the year ended 31 December 2023, the Group increased its invested capital in Wilson Sons Ultratug Participações S.A.
by US$7.5 million (2022: US$14.9 million) and in Porto Campinas Logística e Intermodal Ltda by US$0.04 million (2022: US$0.1
million).
During the year ended 31 December 2022, the Group acquired a 32.32% participation in Argonáutica Engenharia e Pesquisas
S.A. for US$2.0 million.
Guarantees
Wilson Sons Ultratug Participações S.A. has loans with the Brazilian Development Bank guaranteed by a lien on the financed
supply vessels and by a corporate guarantee from its participants, proportionate to their ownership. The Group’s subsidiary
Wilson Sons S.A. is guaranteeing US$155.3 million (2022: US$163.7 million).
Wilson Sons Ultratug Participações S.A. has a loan with Banco do Brasil guaranteed by a pledge on the financed offshore
support vessels, a letter of credit issued by Banco del Estado de Chile and its long-term contracts with Petrobras. The joint
venture also has to maintain a cash reserve account until full repayment of the loan agreement amounting to US$1.8 million
(2022: US$1.7 million) presented as long-term investment.
Covenants and capital commitments
On 31 December 2023, Wilson Sons Ultratug Participações S.A. was in compliance with all of its covenants’ ratios related to its
loans with the Brazilian Development Bank and with Banco do Brasil. There were no capital commitments for the joint ventures
and associates as of 31 December 2023.
On 31 December 2022, Wilson Sons Ultratug Participações S.A. was not in compliance with one of its covenants’ ratios with
Banco do Brasil, resulting in a required increase in capital within a year of US$1.8 million. Management planned to and did
increase to that amount within a year, and as such did not negotiate a waiver letter with Banco do Brasil. There were no capital
commitments for the joint ventures and associates as of 31 December 2022.
• 83 •
Notes to the Consolidated Financial Statements For the year ended 31 December 2023 (Expressed in thousands of US Dollars)SECTION FOUR • CONSOLIDATED FINANCIAL STATEMENTSOCEAN WILSONS HOLDINGS LIMITED 2023 ANNUAL REPORT 16
Property, plant and equipment
Property, plant and equipment assets are classified as follows:
Land, buildings
and leasehold
improvements
Floating
Craft
Vehicles, plant
and equipment
Assets under
construction
Cost
At 1 January 2022
Additions
Transfers
Transfers to intangible assets
Disposals
Exchange differences
At 1 January 2023
Additions
Transfers
Transfers from intangible assets
Disposals
Exchange differences
At 31 December 2023
Accumulated depreciation
At 1 January 2022
Charge for the year
Elimination on construction contracts
Disposals
Exchange differences
At 1 January 2023
Charge for the year
Elimination on construction contracts
Disposals
Exchange differences
At 31 December 2023
Carrying Amount
At 31 December 2022
At 31 December 2023
274,683
10,835
(112)
-
(1,955)
11,084
294,535
12,096
(27)
25
(511)
14,238
320,356
82,651
8,518
-
(1,645)
3,644
93,168
9,330
-
(406)
5,008
541,252
15,493
24,623
-
(4,477)
-
576,891
12,547
22,248
-
(75)
-
198,464
9,936
(2,317)
(60)
(4,892)
10,854
211,985
16,662
(1,284)
8
(1,985)
13,664
9,581
27,004
(22,194)
-
-
-
14,391
23,831
(20,937)
-
-
-
Total
1,023,980
63,268
-
(60)
(11,324)
21,938
1,097,802
65,136
-
33
(2,571)
27,902
611,611
239,050
17,285
1,188,302
264,836
27,831
87
(4,426)
-
288,328
33,647
2
(70)
-
107,100
321,907
201,367
213,256
288,563
289,704
113,438
12,124
-
(4,609)
5,724
126,677
12,489
-
(1,850)
7,880
145,196
85,308
93,854
-
-
-
-
-
-
-
-
-
-
-
460,925
48,473
87
(10,680)
9,368
508,173
55,466
2
(2,326)
12,888
574,203
14,391
17,285
589,629
614,099
Land and buildings with a net book value of US$0.2 million (2022: US$0.2 million) and plant and equipment with a carrying
amount of US$0.05 million (2022: US$0.1 million) have been given in guarantee for various legal processes.
The amount of borrowing costs capitalised in 2023 was US$0.3 million (2022: US$0.1 million) at an average interest rate of 5.5%
(2022: 5.6%).
The Group has contractual commitments to suppliers for the acquisition and construction of property, plant and equipment
amounting to US$7.9 million (2022: US$19.9 million).
• 84 •
Notes to the Consolidated Financial Statements For the year ended 31 December 2023 (Expressed in thousands of US Dollars) 17
Lease arrangements
Right-of-use assets
Right-of-use assets are classified as follows:
Cost
At 1 January 2022
Additions
Contractual amendments
Terminated contracts
Exchange differences
At 1 January 2023
Additions
Contractual amendments
Terminated contracts
Exchange differences
At 31 December 2023
Accumulated depreciation
At 1 January 2022
Charge for the year
Terminated contracts
Exchange differences
At 1 January 2023
Charge for the year
Terminated contracts
Exchange differences
At 31 December 2023
Carrying Amount
At 31 December 2022
At 31 December 2023
Operational
facilities
167,118
-
17,901
-
10,313
195,332
83
9,146
-
14,839
219,400
18,298
8,244
-
1,104
27,646
8,973
-
2,300
38,919
Floating craft
Buildings
Vehicles, plant
and equipment
Total
13,077
3,018
5,793
(2,796)
510
19,602
2,136
10,197
-
706
32,641
8,194
4,825
(1,226)
242
12,035
5,351
-
492
17,878
5,388
1,305
63
(3,771)
96
3,081
61
70
(368)
229
3,073
2,960
912
(2,424)
63
1,511
498
(326)
198
1,881
8,846
194,429
899
5,222
117
23,874
(58)
328
10,132
1,254
(93)
(763)
417
(6,625)
11,247
228,147
3,534
19,320
(1,131)
16,191
10,947
266,061
7,108
916
(44)
276
36,560
14,897
(3,694)
1,685
8,256
49,448
915
(651)
15,737
(977)
355
3,345
8,875
67,553
167,686
180,481
7,567
14,763
1,570
1,192
1,876
178,699
2,072
198,508
Operational facilities
Tecon Rio Grande
Lease commitments to operate the container terminal and heavy cargo terminal in the Port of Rio Grande, expiring in 2047. The
commitments include a monthly payment for facilities and leased areas, a contractual payment per container moved based on
minimum forecast volumes and a payment per tonne in respect of general cargo handling and unloading.
Tecon Salvador
Lease commitments to operate the container terminal and heavy cargo terminal in the Port of Salvador, expiring in 2050. The
commitments require the Group to make a minimum specified investment to expand the leased terminal area and include
a monthly payment for facilities and leased areas, a contractual payment per container moved based on minimum forecast
volumes and a fee per tonne of non-containerised cargo moved based on minimum forecast volumes.
Shipyard
Lease commitments to operate an area used to expand and develop a Group’s shipyard, expiring in 2038 and renewable for a
further period of 30 years at the option of the Group. Management’s intention is to exercise the renewal option.
Offshore support base
Lease commitments to operate a port area with convenient access to service oil producing basins, expiring in 2043.
• 85 •
Notes to the Consolidated Financial Statements For the year ended 31 December 2023 (Expressed in thousands of US Dollars)SECTION FOUR • CONSOLIDATED FINANCIAL STATEMENTSOCEAN WILSONS HOLDINGS LIMITED 2023 ANNUAL REPORT Floating craft
Lease commitments for the chartering of vessels for maritime transport between port terminals.
Buildings
Lease commitments for the Brazilian headquarters, branches, and commercial offices in several Brazilian cities.
Vehicles, plant and equipment
Lease commitments mainly for forklifts, vehicles for operational, commercial, and administrative activities and other operating
equipment.
Lease liabilities
The movement in lease liabilities is as follows:
Opening – 1 January
Additions
Termination of contracts
Contracts remeasurement
Principal amortisation
Interest
Exchange differences
Closing – 31 December
Lease liabilities are classified as follows:
Operational facilities
Floating craft
Buildings
Vehicles, plant and equipment
Total
Total current
Total non-current
The contractual undiscounted cash flows related to leases liabilities are as follows:
Within one year
In the second year
In the third to fifth years inclusive
After five years
Total cash flows
Adjustment to present value
Total lease liabilities
2023
2022
(196,176)
(167,843)
(3,534)
(5,222)
335
2,728
(19,320)
(23,874)
28,384
25,401
(18,297)
(16,810)
(15,678)
(10,556)
(224,286)
(196,176)
2023
2022
(204,424)
(15,625)
(1,984)
(2,253)
(224,286)
(28,783)
(195,503)
(184,591)
(7,605)
(2,121)
(1,859)
(196,176)
(24,728)
(171,448)
2023
2022
(30,196)
(27,100)
(68,652)
(382,424)
(508,372)
284,086
(224,286)
(25,958)
(23,101)
(56,682)
(355,360)
(461,101)
264,925
(196,176)
• 86 •
Notes to the Consolidated Financial Statements For the year ended 31 December 2023 (Expressed in thousands of US Dollars) 17
Lease arrangements (continued)
The lease liabilities balance considering the projected future inflation rate in the discounted payment flows is as follows:
Actual outflow
Embedded interest
Lease liabilities
Inflated flow
Inflated embedded interest
Inflated lease liabilities
Lease arrangements
The amounts recognised in profit and loss related to lease arrangements are as follows:
Depreciation of right-of-use assets
PIS and COFINS taxes
Net depreciation of right-of-use assets
Interest on lease liabilities
PIS and COFINS taxes
Interest on lease liabilities
Variable lease payments not included in the measurement of lease liabilities1
Expenses relating to short-term leases
Expenses relating to low-value assets
Total
2023
2022
(508,372)
(461,101)
284,086
264,925
(224,286)
(196,176)
(544,640)
(488,950)
309,488
284,773
(235,152)
(204,177)
2023
2022
(15,737)
1,432
(14,305)
(18,297)
(14,897)
1,324
(13,573)
(16,810)
1,199
1,012
(17,098)
(2,732)
(32,447)
(1,960)
(15,798)
(2,376)
(29,778)
(1,281)
(68,542)
(62,806)
1
The amounts refer to payments which exceeded the minimum forecast volumes of Tecon Rio Grande and Tecon Salvador and payments related to the
number of vessel trips which were not included in the measurement of lease liabilities.
The amounts recognised in the cash flow statement related to lease arrangements are as follows:
2023
2022
(10,087)
(18,297)
(32,447)
(2,732)
(1,960)
(8,591)
(16,810)
(29,778)
(2,376)
(1,281)
(65,523)
(58,836)
Payment of lease liability
Interest paid – lease liability
Short-term leases paid
Variable lease payments
Low-value leases paid
Total cash outflow
• 87 •
Notes to the Consolidated Financial Statements For the year ended 31 December 2023 (Expressed in thousands of US Dollars)SECTION FOUR • CONSOLIDATED FINANCIAL STATEMENTSOCEAN WILSONS HOLDINGS LIMITED 2023 ANNUAL REPORT 18
Other intangible assets
Other intangible assets are classified as follows:
Cost
At 1 January 2022
Additions
Transfers from right-of-use
Disposals
Exchange differences
At 1 January 2023
Additions
Transfers to property, plant and equipment
Disposals
Exchange differences
At 31 December 2023
Accumulated amortisation
At 1 January 2022
Charge for the year
Disposals
Exchange differences
At 1 January 2023
Charge for the year
Disposals
Exchange differences
At 31 December 2023
Carrying Amount
31 December 2022
31 December 2023
Computer
software
Concession
rights
40,923
15,546
Total
56,469
1,386
60
(1,105)
837
57,647
1,132
(33)
(41)
1,197
59,902
-
-
-
279
15,825
-
-
-
462
16,287
5,948
41,488
424
2,389
-
(1,105)
102
483
6,474
43,255
427
1,997
-
259
7,160
(41)
833
46,044
1,386
60
(1,105)
558
41,822
1,132
(33)
(41)
735
43,615
35,540
1,965
(1,105)
381
36,781
1,570
(41)
574
38,884
5,041
4,731
9,351
9,127
14,392
13,858
• 88 •
Notes to the Consolidated Financial Statements For the year ended 31 December 2023 (Expressed in thousands of US Dollars) 19
Goodwill
Goodwill is classified as follows:
Carrying Value
At 1 January 2022
Exchange differences
At 1 January 2023
Exchange differences
At 31 December 2023
Tecon Rio Grande
Tecon Salvador
Total
10,792
148
10,940
177
11,117
2,480
-
2,480
-
2,480
13,272
148
13,420
177
13,597
The goodwill associated with each cash-generating unit “CGU” (Tecon Salvador and Tecon Rio Grande) is attributed to the Brazil
- maritime services segment.
Each CGU is assessed for impairment annually and whenever there is an indication of impairment. The carrying value of
goodwill has been assessed with reference to its value in use reflecting the projected discounted cash flows of each CGU to
which goodwill has been allocated.
Details of the impairment test are disclosed in note 20.
20
Impairment Test of Cash Generating Units
Tecon Rio Grande and Tecon Salvador
The Tecon Rio Grande and Tecon Salvador CGUs, which are both part of the Brazil – maritime services segment, contain goodwill
and as such are tested annually for impairment.
The cash flows of these CGUs are derived from sales and operating margins, based on past experience considering the effect
of known or likely changes in market or operating conditions, and from projected volumes, based on the expected performance
of the Brazilian economy until operating capacity is reached. The discount rate is based on the weighted average cost of
capital (“WACC”) of the CGU, while the growth rate is based on the inflation rate only after reaching operational capacity. The key
assumptions used in determining the recoverable amount of each CGU are as follows:
Discount rate
Growth rate
Projection period
Tecon Rio Grande
Tecon Salvador
2023
11.9%
7.9%
2022
8.5%
5.8%
2023
11.2%
7.2%
2022
8.5%
3.4%
25 years
26 years
28 years
29 years
At 31 December 2023 and 2022, the recoverable amount of these CGUs significantly exceeded their carrying value and as such
no impairment loss was recognised.
• 89 •
Notes to the Consolidated Financial Statements For the year ended 31 December 2023 (Expressed in thousands of US Dollars)SECTION FOUR • CONSOLIDATED FINANCIAL STATEMENTSOCEAN WILSONS HOLDINGS LIMITED 2023 ANNUAL REPORT Offshore support bases
For the year ended 31 December 2023 and 2022, the offshore support bases CGU, which is part of the Brazil – maritime services
segment, reported negative earnings before taxes, and as such was tested for impairment. The key assumptions used in
determining the recoverable amount of the CGU are as follows:
i.
Revenue: Projections are based on the estimated pace of growth in offshore energy market, specifically offshore
exploration and production of oil and gas. Data from the Brazilian Petroleum National Agency, the Energy Research Agency,
oil companies’ releases and specialised industry reports all support a significant increase in oil and gas exploration and
production activities in Brazil in the next 10 years. Supported by this increase in demand, growth rate is projected at an
average of 10.3% per year until 2030. For 2031 onward, the growth rate is projected at 2.1%, based on the expected growth
in the Brazilian offshore energy sector and in the region in which the CGU operates. Projections for 2024 include a 14.9%
increase in average contract prices in relation to current pricing and a 98.1% increase in public prices for spot berthing
compared to 2023. From 2025 onwards, prices are adjusted for inflation.
ii. Costs and expenses: Projections for 2024 are in line with the budget and include an increase in fixed costs of 7.6% over
2023. From 2025 onwards, costs are forecasted to increase in line with the increase in volumes.
iii.
Investments: No expansion investments were included within the projections.
iv. Projection period: The projections are prepared using a 10-year period plus a perpetuity growth, as the offshore energy
industry life cycle is at least 10 years, due to the life cycle of investment in hydrocarbon energy reserve from exploration to
sustainable production.
v.
The discount rate is based on the WACC of the CGU, adjusted for individual risks of the CGU that have not been incorporated
in the cash flow estimates, and using reputable sources to capture macroeconomic assumptions and information from
comparator companies in the offshore energy and in the maritime services sector. For the year ended 31 December 2023,
the discount rate was estimated at 10.0% (2022: 10.2%).
At 31 December 2023, the recoverable amount of the CGU of US$122.9 million (2022: US$91.9 million) exceeded its carrying
value of US$48.8 million (2022: US$47.6 million) and as such no impairment loss was recognised. While maintaining all other
assumptions constant, either an increase in the discount rate of up to 15.7% (2022: 3.6%) or a decrease in revenue over the
projected period of up to 1.2% (2022: 11.1%) would not result in an impairment loss.
21
Trade and other payables
Trade and other payables are classified as follows:
Trade payables and accruals
Other payables
Provisions for employee benefits
Deferred income
Total trade and other payables
2023
(44,179)
(226)
(25,279)
(2,084)
(71,768)
2022
(34,133)
(479)
(21,365)
(2,360)
(58,337)
Trade creditors and accruals principally comprise amounts outstanding for trade purposes and ongoing costs. For most
suppliers, interest is charged on outstanding trade payable balances at various interest rates. The Group has financial risk
management policies in place to ensure that payables are paid within the credit timeframe agreed with each vendor.
• 90 •
Notes to the Consolidated Financial Statements For the year ended 31 December 2023 (Expressed in thousands of US Dollars) 22
Bank loans
The movement in bank loans is as follows:
Opening – 1 January
Additions
Principal amortisation
Interest amortisation
Accrued interest
Exchange difference
Closing – 31 December
2023
(321,891)
(53,259)
61,148
14,088
(17,140)
(7,147)
2022
(301,599)
(59,793)
49,349
13,333
(17,437)
(5,744)
(324,201)
(321,891)
The terms and conditions, carrying value and fair value of outstanding bank loans are as follows:
Lender
BNDES
BNDES
BNDES
BNDES
BNDES
BNDES
Currency
Annual
interest
rate %
linked to US Dollar
2.30% - 4.43%
linked to US Dollar
2.07% - 4.08%
linked to US Dollar
2.38% - 4.43%
Real
Real
Real
9.85%
8.59%
10.24%
Banco do Brasil
linked to US Dollar
2.00% - 4.00%
Bradesco
Bradesco
Banco Santander
linked to US Dollar
Banco Santander
CCB
Total bank loans
Real
Real
Real
12.58% - 12.95%
Real
15.25%
4.82%
13.59%
12.75% - 13.25%
The breakdown of bank loans by maturity is as follows:
Within one year
In the second year
In the third to fifth years (inclusive)
After five years
Total bank loans
2023
2022
Year of
maturity
Carrying
value
Fair
value
Carrying
value
(135,411)
(129,231)
(21,477)
-
Fair
value
(129,231)
(21,477)
-
2041
2028
2045
2034
2029
2027
2035
2024
2023
2024
2025
2025
(135,411)
(17,796)
(2,787)
(53,537)
(5,356)
(481)
(60,193)
(10,519)
(17,796)
(2,787)
(53,537)
(5,356)
(481)
(60,193)
(10,515)
-
-
(10,279)
(6,744)
(21,098)
(10,270)
(6,582)
(20,976)
(50,148)
(50,148)
(5,816)
(564)
(66,110)
(19,571)
(2,406)
(20,288)
(6,280)
(5,816)
(564)
(66,110)
(19,718)
(2,411)
(20,304)
(6,279)
-
-
(324,201)
(323,904)
(321,891)
(322,058)
2023
(70,856)
(54,121)
(91,027)
(108,197)
(324,201)
2022
(59,881)
(56,022)
(91,037)
(114,951)
(321,891)
Guarantees
The Group has pledged assets with a carrying amount of US$262.4 million (2022: US$230.2 million) to secure loans granted to
the Group.
The loan agreements with BNDES and Banco do Brasil rely on corporate guarantees from the Group’s subsidiary party to the
agreement. For some agreements, the corporate guarantees are in addition to the assignment of receivables, a pledge of the
respective financed tugboat or a lien over the logistics and port operations equipment financed.
The loan agreements with Bradesco rely on corporate guarantees from the Group’s subsidiary party to the agreement.
• 91 •
Notes to the Consolidated Financial Statements For the year ended 31 December 2023 (Expressed in thousands of US Dollars)SECTION FOUR • CONSOLIDATED FINANCIAL STATEMENTSOCEAN WILSONS HOLDINGS LIMITED 2023 ANNUAL REPORT Undrawn credit facilities
At 31 December 2023, the Group had US$50.1 million (2022: US$37.1 million) of undrawn borrowing facilities available in relation
to the Salvador Terminal expansion and the dry-docking, maintenance and repair of tugs.
Covenants
Some of the loan agreements include obligations related to financial indicators, including EBITDA/Net operating revenue,
EBITDA/Debt service, Equity/Total assets and Net debt/EBITDA. At 31 December 2023 and 2022, the Group was in compliance
with all covenants related to its loan agreements.
Information about the Group’s exposure to financial risks is included in note 32.
23
Post-employment benefits
The Group operates a private medical insurance scheme for its employees in its Brazilian operations, which requires the eligible
employees to pay fixed monthly contributions. In accordance with Brazilian law, eligible employees with greater than ten years’
service acquire the right to remain in the plan following retirement or termination of employment. Ex-employees remaining in
the plan will be liable for paying the full cost of their continued scheme membership.
The future actuarial liability for the Group relates to the potential increase in plan costs resulting from additional claims due to
the expanded membership of the scheme.
The movement in the present value of the actuarial liability for the year is as follows:
Opening balance – 1 January
Current service cost
Interest expense
Contributions to the plan
Changes in economic and financial assumptions
Experience adjustments
Exchange differences
Closing balance – 31 December
2023
2022
(1,737)
(1,562)
(8)
(168)
(9)
(214)
231
(142)
(2,047)
(7)
(146)
(14)
228
(126)
(110)
(1,737)
The calculation of the liability generated by the defined health benefits plan involves actuarial assumptions that are based on
market conditions. The principal actuarial assumptions, and the impact of a change (keeping the other assumptions constant)
on the defined benefit obligation valuation are as follows:
Annual interest rate
Estimated inflation rate in the long-term
Impact of 0.5% increase
Impact of 0.5% decrease
Medical cost trend rate
Impact of 0.5% increase
Impact of 0.5% decrease
2023
8.66%
3.00%
235
(270)
5.58%
(286)
234
2022
9.18%
3.00%
214
(247)
5.58%
(255)
222
• 92 •
Notes to the Consolidated Financial Statements For the year ended 31 December 2023 (Expressed in thousands of US Dollars) 24
Legal claims
In the normal course of its operations in Brazil, the Group is exposed to numerous local legal claims. The Group’s policy is to
vigorously contest those claims, many of which appear to have little substance or merit, and manage such claims through its
legal counsel.
Labour claims – Claims involving payment of health risks, additional overtime and other allowances.
Tax cases – Claims involving government tax assessments when the Group considers it has a chance of successfully defending
its position.
Civil – Claims involving indemnification for material damage, environmental and shipping claims and other contractual disputes.
Claims deemed probable and subject to reasonable estimation by management and its legal counsel are recorded as provisions,
whereas claims deemed only reasonably possible are disclosed as contingent liabilities. Both provisions and contingent
liabilities are subject to uncertainties around the timing and amount of possible cash outflows as the outcome is heavily
dependent on court proceedings.
The movement in the carrying amount of each class of provision for legal claims for the period is as follows:
At 1 January 2023
Additional provisions
Unused amounts reversed
Utilisation of provisions
Exchange difference
At 31 December 2023
Labour claims
Tax cases
Civil cases
Total
(4,978)
(2,732)
(1,287)
(8,997)
(766)
1,156
767
(384)
(166)
(280)
(1,212)
1,546
34
(158)
35
2,737
-
(109)
801
(651)
(4,205)
(1,476)
(1,641)
(7,322)
The contingent liabilities at the end of each period are as follows:
At 31 December 2022
At 31 December 2023
Labour claims
Tax cases
Civil cases
Total
(6,002)
(66,071)
(11,158)
(83,231)
(7,312)
(75,982)
(13,536)
(96,830)
Other non-current assets of US$3.1 million (2022: US$3.5 million) represent escrow deposits required by the Brazilian legal
authorities as security to contest legal actions.
• 93 •
Notes to the Consolidated Financial Statements For the year ended 31 December 2023 (Expressed in thousands of US Dollars)SECTION FOUR • CONSOLIDATED FINANCIAL STATEMENTSOCEAN WILSONS HOLDINGS LIMITED 2023 ANNUAL REPORT 25 Related party transactions
Transactions between the Group and its subsidiaries have been eliminated on consolidation and are not disclosed in this note.
Transactions and outstanding balances between the Group and its related parties are as follows:
Joint ventures and associates
Wilson, Sons Ultratug Participações S.A.1
Argonáutica Engenharia e Pesquisas S.A.2
Others
Hanseatic Asset Management LBG3
Hansa Capital Partners LLP4
Revenues/(Expenses)
Receivable/(Payable)
2023
2022
2023
2022
964
(14)
2,778
-
11,437
(4)
11,176
-
(2,996)
(30)
(3,047)
(32)
(759)
-
(484)
-
1
2
3
4
Related party loans with Wilson, Sons Ultratug Participações S.A. (interest – 3.6% per year with no maturity date) and services provided by the Group.
Contract for the implementation of a port traffic monitoring and port traffic intelligence system.
Mr William Salomon (Board Director) is chair and Mr Christopher Townsend (Board Director) is a director of Hanseatic Asset Management LBG, to which
fees were paid for acting as Investment Manager of the Group’s investment portfolio.
Mr Salomon is a senior partner of Hansa Capital Partners LLP. Office facilities charges were paid to Hansa Capital Partners LLP.
Mr Townsend is the investment director of Hansa Capital GmbH. During the year ended 31 December 2023, directors’ fees of
US$0.1 million were paid to Mr. C Townsend through Hansa Capital GmbH (2022: US$0.1 million).
Remuneration of key management personnel
The remuneration of the executive directors and other key management of the Group is as follows:
Short-term employee benefits
Post-employment benefits
Share based payment expense
2023
(5,007)
(70)
(306)
2022
(4,914)
(70)
(306)
Total remuneration of key management personnel
(5,383)
(5,290)
26
Share capital
The number of Company’s shares and corresponding share capital amounts are as follows:
Authorised
50,060,000 ordinary shares of 20p each
(2022: 50,060,000 ordinary shares of 20p each)
Issued and fully paid
35,363,040 ordinary shares of 20p each
(2022: 35,363,040 ordinary shares of 20p each)
2023
2022
16,119
16,119
11,390
11,390
The Company has one class of ordinary share which carries no right to fixed income.
Share capital is converted at the exchange rate prevailing at 31 December 2002, the date at which the Group’s presentation
currency changed from Sterling to US Dollars, being US$1.61 to £1.
• 94 •
Notes to the Consolidated Financial Statements For the year ended 31 December 2023 (Expressed in thousands of US Dollars) 27
Equity transactions in subsidiaries
Share options in subsidiary
On 8 January 2014, the shareholders of the Group’s subsidiary Wilson Sons S.A. approved a share option plan which allowed
for the grant of options to eligible participants, including an increase in the authorised capital of Wilson Sons S.A. through the
creation of up to 26,465,562 new shares.
The options provide participants with the right to acquire shares in Wilson Sons S.A. at a predetermined fixed price, following
a vesting period of 3 to 5 years, and expire 10 years from the grant date, or immediately on the resignation of the employee,
whichever is earlier. Options lapse if not exercised by the employee within 6 months following retirement.
The movement in share options and related weighted average exercise prices (“WAEP”) in Brazilian Real (R$) is as follows:
Opening balance – 1 January
Granted during the period
Exercised during the period
Expired during the period
Outstanding at 31 December
Exercisable at 31 December
2023
Number of
shares
5,427,600
-
WAEP (R$)
7.12
-
2022
Number of
shares
WAEP (R$)
9,153,840
6.34
-
(1,680,600)
5.38
(3,726,240)
-
3,747,000
1,047,000
-
7.90
5.93
-
5,427,600
2,654,160
-
5.21
-
7.12
5.56
The options outstanding at 31 December 2023 had an exercise price in the range of R$5.67 to R$8.66 (2022: R$5.21 to R$8.66)
and a weighted-average contractual life of 6.1 years (2022: 5.4 years). The weighted average share price at the date of exercise
for the year ended 31 December 2023 was R$10.06 (2022: R$9.11).
During the year ended 31 December 2023, 1,680,600 share options of the Group’s subsidiary Wilson Sons S.A. were exercised
(2022: 3,726,240), resulting in an increase in non-controlling interest of 0.22% (2022: 0.48%).
Share buyback in subsidiary
On 13 May 2022, the board of directors of the Group’s subsidiary Wilson Sons S.A. approved a share buyback program which
allows for the repurchase of the subsidiary’s own common shares at market price for an 18-month period, which is concluded
as of 31 December 2023.
The weighted average share price at the date of repurchase for the year ended 31 December 2023 was R$10.47 (2022: R$9.28).
During the year ended 31 December 2023, 1,150,500 shares of the Group’s subsidiary Wilson Sons S.A. were repurchased (2022:
1,427,200), resulting in a decrease in non-controlling interest of 0.15% (2022: 0.19%).
• 95 •
Notes to the Consolidated Financial Statements For the year ended 31 December 2023 (Expressed in thousands of US Dollars)SECTION FOUR • CONSOLIDATED FINANCIAL STATEMENTSOCEAN WILSONS HOLDINGS LIMITED 2023 ANNUAL REPORT 28 Non-controlling interests
The information on the Group’s composition is presented in note 3. The non-controlling interests immaterial to the Group
originate from the Brazil – maritime services segment and are presented together as Other.
The information related to non-controlling interests is as follows:
For the year ended 31 December 2023
Net assets attributable to non-controlling interest
Profit allocated to non-controlling interest
Other comprehensive income allocated to non-controlling interest
Dividends to non-controlling interest
For the year ended 31 December 2022
Net assets attributable to non-controlling interest
Profit allocated to non-controlling interest
Other comprehensive income allocated to non-controlling interest
Dividends to non-controlling interest
Wilson Sons S.A.
Other
Total
214,218
34,899
3,855
23,704
199,004
27,858
3,213
22,728
92
1,125
(3)
1,544
514
2,295
(15)
2,445
214,310
36,024
3,852
25,248
199,518
30,153
3,198
25,173
29 Dividends
The dividends declared and paid by the Company to its shareholders were as follows:
70c per share (2022: 70c per share)
2023
24,754
2022
24,754
After the reporting date, the dividends proposed by the Board but not recognised as liabilities were as follows:
85c per share (2022: 70c per share)
30
Earnings per share
The calculation of the basic and diluted earnings per share is as follows:
Profit/(loss) for the year attributable to equity holders of the Company
Weighted average number of ordinary shares
Earnings per share – basic and diluted
The Company has no dilutive or potentially dilutive ordinary shares.
2023
30,059
2022
24,754
2023
67,048
2022
(18,675)
35,363,040
35,363,040
189.6c
(52.8)c
• 96 •
Notes to the Consolidated Financial Statements For the year ended 31 December 2023 (Expressed in thousands of US Dollars) 31
Capital risk management
The Group manages its capital to ensure that entities within the Group are viable and will be able to continue as a going concern.
The capital structure of the Group consists of debt, long term in nature, which includes the borrowings disclosed in note 22
and the lease liabilities included in note 17, cash and cash equivalents, investments, and equity attributable to equity holders of
the Company comprising issued capital, reserves and retained earnings disclosed in the consolidated statement of changes
in equity.
The Group borrows to fund capital projects and looks to cash flow from these projects to meet repayments. Working capital is
funded through cash generated by operating activities. There were no significant changes during the year relative to the Group
policy relating to capital management.
32
Financial instruments
The carrying and fair value of financial instruments are as follows:
Financial assets
Cash and cash equivalents
Investment portfolio
Trade and other receivables
Financial liabilities
Trade and other payables
Bank loans
2023
Carrying
value
Fair
value
2022
Carrying
value
Fair
value
69,367
309,158
78,735
69,367
309,158
78,735
77,873
272,931
67,136
77,873
272,931
67,136
(71,768)
(324,201)
(71,768)
(323,904)
(58,337)
(321,891)
(58,337)
(322,058)
The carrying value of cash and cash equivalents, trade and other receivables, and trade and other payable is a reasonable
approximation of their fair value.
The fair value of bank loans was established as their present value determined by future cash flows and interest rates applicable
to instruments of similar nature, terms and risks or at market quotations of these securities.
The fair value of the investment portfolio assets are based on quoted market prices at the close of trading at the end of the
period if traded in active markets and based on valuation techniques if not traded in active markets. These valuation techniques
maximise the use of observable market data where it is available and rely as little as possible on entity specific estimates.
Fair value measurements recognised in the consolidated financial statements are grouped into levels based on the degree to
which the fair value is observable.
Financial instruments whose values are based on quoted market prices in active markets are classified as Level 1. These
include active listed equities.
Financial instruments that trade in markets that are not considered active but are valued based on quoted market prices,
dealer quotations or alternative pricing sources supported by observable inputs are classified as Level 2. These include open
ended funds, certain private investments that are traded over the counter, and debt instruments.
Financial instruments that have significant unobservable inputs as they trade infrequently and are not quoted in an active
market are classified as Level 3. These include investments in limited partnerships and other private equity funds which may
be subject to restrictions on redemptions such as lock up periods, redemption gates and side pockets.
• 97 •
Notes to the Consolidated Financial Statements For the year ended 31 December 2023 (Expressed in thousands of US Dollars)SECTION FOUR • CONSOLIDATED FINANCIAL STATEMENTSOCEAN WILSONS HOLDINGS LIMITED 2023 ANNUAL REPORT The Group considers the valuation techniques and inputs used in valuing these funds as part of its due diligence prior to
investing to ensure they are reasonable and appropriate. Therefore, the net asset value (“NAV”) of these funds may be used as
an input into measuring their fair value. In measuring this fair value, the NAV of the funds is adjusted, if necessary, for other
relevant factors known of the fund. In measuring fair value, consideration is also paid to any clearly identifiable transactions in
the shares of the fund.
Depending on the nature and level of adjustments needed to the NAV and the level of trading in the fund, the Group classifies
these funds as either Level 2 or Level 3. As observable prices are not available for these securities, the Group values these
based on an estimate of their fair value. The Group obtains the fair value of their holdings from valuation statements provided
by the managers of the invested funds. Where the valuation statement is not stated at the reporting date, the Group adjusts
the most recently available valuation for any capital transactions made up to the reporting date. When considering whether the
NAV of the underlying managed funds represent fair value, the Investment Manager considers the valuation techniques and
inputs used by the managed funds in determining their NAV.
The underlying funds use a blend of methods to determine the value of their own NAV by valuing underlying investments
using methodology consistent with the International Private Equity and Venture Capital Valuation Guidelines (‘IPEV’). IPEV
guidelines generally provides five ways to determine the fair market value of an investment: (i) binding offer on the company,
(ii) transaction multiples, (iii) market multiples, (iv) net assets and (v) discounted cash flows. Such valuations are necessarily
dependent upon the reasonableness of the valuations by the fund managers of the underlying investments. In the absence of
contrary information, these values are relied upon.
The financial instruments recognised in the statement of financial position, by level of hierarchy, excluding financial instruments
for which the carrying amount is a reasonable approximation of fair value, are as follows:
31 December 2023
Investment portfolio
Bank loans
31 December 2022
Investment portfolio
Bank loans
Level 1
Level 2
Level 3
Total
34,058
-
156,829
(324,201)
118,271
-
309,158
(324,201)
29,776
122,789
120,366
272,931
-
(321,891)
-
(321,891)
During the year ended 31 December 2023, no financial instruments were transferred between Level 1 and Level 2 (2022: none).
During the year ended 31 December 2023, one open ended fund with a carrying value of US$5.3 million was transferred from
Level 3 to Level 2 because alternative pricing sources supported by observable inputs became available (2022: no transfers
between Level 2 and Level 3).
The movement in Level 3 financial instruments for the year is as follows:
Balance at 1 January
Transfers from Level 3 to Level 2
Purchases of investments and drawdowns of financial commitments
Sales of investments and repayments of capital
Realised gains
Unrealised losses
Balance at 31 December
Cost
Cumulative unrealised losses
2023
120,366
(5,266)
8,153
(8,314)
3,943
(611)
118,271
130,927
(12,656)
2022
129,685
-
12,830
(9,231)
4,526
(17,444)
120,366
130,183
(9,817)
• 98 •
Notes to the Consolidated Financial Statements For the year ended 31 December 2023 (Expressed in thousands of US Dollars) 32
Financial instruments (continued)
Investment in limited partnerships and private equity funds require a long-term commitment with no certainty of return. The
Group’s intention is to hold Level 3 investments to maturity. In the unlikely event that the Group is required to liquidate these
investments, the proceeds received may be less than the carrying value due to their illiquid nature.
The sensitivity of the Level 3 investments to changes in fair value due to illiquidity and its impact on proceeds received, while
all other variables are held constant, is as follows:
Decrease of 5%
Decrease of 10%
Decrease of 20%
2023
(5,914)
(11,827)
(23,654)
2022
(6,018)
(12,037)
(24,073)
Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in a financial loss to the
Group. The Group’s credit risk is primarily attributable to its cash and cash equivalents, investments, and trade and other
receivables. The amounts presented as trade and other receivables in the consolidated statement of financial position are
shown net of allowances for credit loss.
Temporary cash surpluses are invested in time deposits, exchange funds, and fixed income investments, according to
regulations approved by management. Credit risk is limited because the counterparties to those investments are regulated
institutions or leading financial institutions with high credit ratings.
The level of credit risk associated with the investment portfolio is dependent upon the terms and conditions and the
management of each of the investment vehicles. The Investment Manager evaluates the credit risk on trading investments
prior to and during the investment period, and the Board reviews all investments at its regular meetings from reports prepared
by the Investment Manager.
The Group has no significant concentration of credit risk for trade receivables as they consist of a large number of customers
with no single customer representing more than 10% of the total trade receivables.
Allowance for expected credit losses for trade receivables
The Group recognises an allowance for expected credit losses based on an expected credit losses (“ECLs”) model and a provision
matrix, based on days past due for groupings of various customer segments that have similar loss patterns. The provision
matrix is initially based on the Group’s historical observed default rates, and will be adjusted, when appropriate, to adjust the
historical credit losses experience with forward-looking information.
The allowance for expected credit losses is as follows:
31 December 2023
Expected credit loss rate
Receivables for services
Allowance for expected credit losses
31 December 2022
Expected credit loss rate
Receivables for services
Allowance for expected credit losses
Current
1-30 days
31-90 days
91-180 days
More than
180 days
Total
0.04%
48,593
(17)
0.05%
44,699
(24)
0.04%
9,313
(3)
0.05%
5,997
(3)
2.56%
6,561
(168)
2.56%
2,461
(63)
19.63%
954
(187)
7.48%
1,236
(92)
64.73%
1,896
67,317
(1,248)
(1,623)
63.70%
936
55,329
(610)
(792)
• 99 •
Notes to the Consolidated Financial Statements For the year ended 31 December 2023 (Expressed in thousands of US Dollars)SECTION FOUR • CONSOLIDATED FINANCIAL STATEMENTSOCEAN WILSONS HOLDINGS LIMITED 2023 ANNUAL REPORT Foreign currency risk
The Brazil – maritime services segment operates principally in Brazil with a substantial proportion of its revenue, expenses,
assets and liabilities denominated in Real, exposing the Group to exchange rate fluctuations. Due to the high cost of hedging
transactions denominated in Real, the Group does not normally hedge its net exposure to the Real, as the Board does not
consider it economically viable.
Purchases and sales of goods and services are denominated in Real and US Dollars. These transactions are subject to currency
fluctuations between the time that the price of goods or services are settled and the actual payment date. For investing and
financing cash flows, the resources and their application are monitored with the objective of matching the currency cash flows
and due dates. For operating cash flows, the Group seeks to neutralise the currency risk by matching assets (receivables) and
liabilities (payments).
Furthermore, the Group has contracted US Dollar denominated and Real denominated debt, and the cash and cash equivalents
balances are also US Dollar denominated and Real denominated. The Group seeks to generate an operating cash surplus in the
same currency in which the debt service of each business is denominated.
The Bermuda – investments segment operates internationally and holds monetary assets denominated in currencies other than
the US Dollar, the functional currency. Foreign currency risk arises as the value of future transactions, recognised monetary
assets and monetary liabilities denominated in other currencies fluctuate due to changes in foreign exchange rates.
The Group’s policy is not to manage its exposure to foreign exchange movements in the investment portfolio by entering into
any foreign exchange hedging transactions. Instead, when the Investment Manager formulates a view on the future direction
of foreign exchange rates and the potential impact on the investment portfolio, the Investment Manager factors that into its
portfolio allocation decisions.
The carrying amount of the Group’s foreign currency denominated monetary assets and monetary liabilities at the reporting
date are as follows (presented in US Dollar):
Real
Sterling
Swiss Franc
Euro
Yen
Assets
Liabilities
2023
205,428
13,575
1,983
15,747
4,948
2022
157,063
12,241
2,341
15,083
4,226
2023
(461,336)
(20)
-
-
-
2022
(395,616)
(19)
-
-
-
Total foreign currency denominated monetary items
241,681
190,954
(461,356)
(395,635)
• 100 •
Notes to the Consolidated Financial Statements For the year ended 31 December 2023 (Expressed in thousands of US Dollars) 32
Financial instruments (continued)
The Group is primarily exposed to unfavourable movements in the Real on its Brazilian monetary assets and liabilities held by
US Dollar functional currency entities. The sensitivity analysis below refers to the position at the end of the reporting period
and estimates the impacts of a Real devaluation against the US Dollar, considering three scenarios: a likely scenario (probable),
a 25% devaluation scenario (possible) and a 50% devaluation scenario (remote). The Group uses the Brazilian Central Bank’s
“Focus” report to determine the probable scenario.
31 December 2023
Projected exchange rate
Total assets
Total liabilities
Net impact
31 December 2022
Projected exchange rate
Total assets
Total liabilities
Net impact
Currency
Amount
(US$)
Probable
scenario
Possible
scenario
(25%)
Remote
scenario
(50%)
BRL
BRL
BRL
BRL
4.95
6.19
7.43
205,428
(461,336)
(4,511)
10,131
(44,694)
100,372
(71,483)
160,532
5,620
55,678
89,049
157,063
(395,616)
5.25
(934)
2,434
1,500
6.56
(32,160)
81,070
48,910
7.88
(52,977)
133,495
80,518
The US Dollar/Brazilian Real exchange rate was 4.84 at 31 December 2023 (2022: 5.22).
Market price risk
By the nature of its activities, the Bermuda – investments segment’s investments are exposed to market price fluctuations.
However, the portfolio as a whole does not correlate directly to any Stock Exchange Index as it is invested in a diversified range
of markets. The Investment Manager and the Board monitor the portfolio valuation on a regular basis and consideration is given
to hedging the portfolio against large market movements.
The sensitivity of the investment portfolio to changes in market prices and the impact on its fair value and returns at the end of
the financial year, while all other variables are held constant, is as follows:
2023
(15,458)
(30,916)
(61,832)
2022
(13,647)
(27,293)
(54,586)
Decrease of 5%
Decrease of 10%
Decrease of 20%
• 101 •
Notes to the Consolidated Financial Statements For the year ended 31 December 2023 (Expressed in thousands of US Dollars)SECTION FOUR • CONSOLIDATED FINANCIAL STATEMENTSOCEAN WILSONS HOLDINGS LIMITED 2023 ANNUAL REPORT Interest rate risk
Entities within the Group borrow funds at both fixed and floating interest rates. The Group is primarily exposed to unfavourable
movements in the interest rate impacting its floating interest rate borrowings, which are partially being offset by the impact on
its floating interest rates investments.
The sensitivity analysis below refers to the position at the end of the reporting period and estimates the impacts of unfavourable
movement in the interest rates, considering three scenarios: a likely scenario (probable), a 25% increase in interest rates over
the likely scenario (possible) and a 50% increase in interest rates over the likely scenario (remote). The net impact was obtained
by assuming a 12-month period starting at the beginning of the period in which interest rates vary and all other variables are
held constant. The Group uses the Brazilian Central Bank’s “Focus” report to determine the probable scenario.
Risk
Amount
(US$)
Probable
scenario
Possible
scenario
(25%)
Remote
scenario
(50%)
31 December 2023
Borrowing
Borrowing
Borrowing
Borrowing
Investments
Net impact
31 December 2022
Borrowing
Borrowing
Borrowing
Borrowing
Investments
Net impact
Brazilian Interbank Interest Rate
Brazilian Long-Term Interest Rate
Brazilian National Consumer Prices
N/A (fixed interest rates)
Brazilian Interbank Interest Rate
Brazilian Interbank Interest Rate
Brazilian Long-Term Interest Rate
Brazilian National Consumer Prices
N/A (fixed interest rates)
Brazilian Interbank Interest Rate
(38,361)
(481)
(58,893)
(226,466)
29,649
(28,257)
(564)
(55,964)
(237,106)
22,014
452
-
-
-
(765)
(313)
(10)
-
-
-
177
167
(265)
(5)
(663)
-
(183)
(1,116)
(719)
(6)
(788)
-
1,156
(357)
(967)
(9)
(1,319)
-
398
(1,897)
(1,408)
(12)
(1,566)
-
2,136
(850)
Concentration risk
By the nature of its activities, the Bermuda – investments segment’s investments are exposed to concentration of credit risk and
market risk based on geographic exposure and sector exposure. The Investment Manager and the Board monitor the portfolio
composition on a regular basis to ensure it remains invested in a diversified range of markets to limit the concentration of
exposure by geography and by sector.
At 31 December 2023, the Group has identified concentration risk for the investment portfolio due to its geographic exposure
of US$157.7 million or 51.0% in North America (2022: US$134.3 million or 49.2%) and its sector exposure of US$73.7 million or
23.8% in information technology (2022: US$66.4 million or 24.3%). These exposures are based on the immediate investment
into investment vehicles and may be further affected by specific allocation of assets within those vehicles.
• 102 •
Notes to the Consolidated Financial Statements For the year ended 31 December 2023 (Expressed in thousands of US Dollars) 32
Financial instruments (continued)
Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in fulfilling obligations associated with its financial liabilities that
are settled with cash payments or other financial assets. The Group’s approach in managing liquidity is to ensure that the Group
always has sufficient liquidity to fulfil its obligations that expire and to meet the expected operational expenses, under normal
and stressed conditions, to avoid damage to the reputation of the Group. The Group manages liquidity risk by maintaining
adequate reserves, banking facilities and reserve borrowing facilities by continuously monitoring forecast and actual cash
flows and matching the maturity profiles of financial assets and liabilities. The Group expects to meet its other obligations from
operating cash flows and proceeds of maturing financial assets.
The following table details the Group’s remaining contractual maturity for its financial liabilities, showing the undiscounted
cash flows of financial liabilities based on the earliest date on which the Group can be required to pay, including both interest
and principal payments.
Weighted average
effective interest rate %
Less than 12
months
1-5 years
5+ years
Total
31 December 2023
Variable interest rate instruments
Fixed interest rate instruments
Lease liability
Total contractual cash outflows
31 December 2022
Variable interest rate instruments
Fixed interest rate instruments
Lease liability
Total contractual cash outflows
11.06%
2.95%
13.07%
12.29%
2.89%
8.06%
(26,595)
(48,629)
(30,196)
(105,420)
(24,954)
(47,537)
(25,958)
(50,002)
(124,663)
(95,752)
(270,417)
(48,690)
(125,319)
(79,783)
(98,449)
(253,792)
(33,384)
(94,574)
(382,424)
(510,382)
(33,479)
(94,714)
(355,360)
(483,553)
(109,981)
(267,866)
(508,372)
(886,219)
(107,123)
(267,570)
(461,101)
(835,794)
Limitations of sensitivity analysis
The sensitivity information included in note 32 demonstrates the estimated impact of a change in a major input assumption
while other assumptions remain unchanged. There are normally significant levels of correlation between the assumptions and
other factors.
• 103 •
Notes to the Consolidated Financial Statements For the year ended 31 December 2023 (Expressed in thousands of US Dollars)SECTION FOUR • CONSOLIDATED FINANCIAL STATEMENTSOCEAN WILSONS HOLDINGS LIMITED 2023 ANNUAL REPORT Five Year Summary (Unaudited)
For the year ended 31 December 2023 - (Expressed in thousands of US Dollars)
2023
2022
2021
2020
2019
Income Statement
Sales of services
Raw materials and consumables used
Employee charges and benefits expenses
Other operating expenses
Depreciation and amortisation expense
Impairment charge
Gain/(loss) on disposal of fixed assets
Foreign exchange gain/(loss) on monetary items
Operating profit
486,646
440,107
(35,467)
(32,956)
(142,391)
(126,330)
(113,242)
(104,265)
(71,768)
(64,435)
-
-
1,713
100
246
1,620
125,737
113,841
Share of results of joint ventures and associates
6,447
3,165
Returns on investment portfolio
29,120
(47,947)
Investment portfolio performance and management fees
(2,996)
(3,047)
396,376
(24,036)
(112,026)
(98,289)
(61,412)
-
(499)
(3,100)
97,014
(5,029)
49,474
(4,954)
4,113
(30,227)
110,391
(27,925)
82,466
63,687
18,779
82,466
352,792
(19,266)
(110,016)
(84,666)
(61,323)
-
65
(7,551)
70,035
(4,142)
33,383
(3,130)
1,644
(23,210)
74,580
(26,577)
48,003
38,712
9,291
48,003
7,798
6,631
(35,425)
(34,509)
130,681
38,134
(27,609)
(26,656)
103,072
11,478
67,048
(18,675)
36,024
30,153
103,072
11,478
523,379
467,343
998,486
933,944
518,523
861,824
492,769
861,093
1,521,865
1,401,287
1,380,347
1,353,862
(182,238)
(523,813)
(706,051)
815,814
(153,236)
(493,925)
(647,161)
754,126
(131,306)
(465,369)
(596,675)
783,672
(124,276)
(485,879)
(610,155)
743,707
Other income
Finance costs
Profit before tax
Tax expense
Profit for the year
Profit for the year attributable to:
Equity holders of the Company
Non-controlling interests
Statement of financial position
Current assets
Non-current assets
Total assets
Current liabilities
Non-current liabilities
Total liabilities
Net assets
Key Statistics
Earnings per share (US$)
Cash dividends per share paid (US$)
Book value per share (US$)
Company share price at period closing
Company share price at period closing (US$)
189.6c
70.0c
$23.07
£12.00
$15.28
(52.8)c
70.0c
$22.69
£9.30
$11.24
180.1c
70.0c
$22.16
£9.32
$12.62
109.5c
70.0c
$21.03
£8.45
$11.55
406,128
(25,290)
(140,348)
(89,207)
(66,122)
(13,025)
294
(79)
72,351
564
34,716
(3,417)
6,052
(27,736)
82,530
(21,481)
61,049
46,852
14,197
61,049
460,616
981,011
1,441,627
(115,678)
(540,089)
(655,767)
785,860
132.5c
70.0c
$22.22
£9.90
$13.13
• 104 •
S E C T I O N F I V E
Shareholder
Information
• 105 •
OCEAN WILSONS HOLDINGS LIMITED 2023 ANNUAL REPORT Directory
Bermuda Office
Mailing Address:
PO Box HM 2250
Hamilton HM JX
Bermuda
Registered Office
Mailing Address:
PO Box HM 2250
Hamilton HM JX
Bermuda
Office Address:
Richmond House - 5th Floor
12 Par-la-Ville Road
Hamilton HM 12
Bermuda
Office Address:
Clarendon House
2 Church Street
Hamilton HM 11
Bermuda
Registrars
UK Transfer Agent and Ocean Wilsons Dividend Address
Conyers Corporate Services (Bermuda)
Limited
Clarendon House
2 Church Street
Hamilton HM 11
Bermuda
Link Group
10th Floor
Central Square
29 Wellington Street
Leeds LS1 4DL
United Kingdom
Auditor
Investment Manager
Brokers
KPMG Audit Limited
Crown House
4 Par-la-ville Road
Hamilton HM 12
Bermuda
Bankers
HSBC Bank Bermuda Limited
37 Front Street
Hamilton HM 11
Bermuda
Hanseatic Asset Management LBG
Peel Hunt
Le Truchot,
Guernsey GY1 1WD
Channel Islands
100 Liverpool Street
London EC2M 2AT
United Kingdom
Lombard Odier & Cie SA
Rue de la Corraterie 11
1204 Geneva
Switzerland
• 106 •
Notice of Annual General Meeting
Notice is hereby given that the 2024 Annual General Meeting of the Company will be held at the offices of Conyers Dill & Pearman
Limited, Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda on 27 May 2024 at 8:30am for the following purposes:
1
2
3
4
5
6
7
8
9
10
11
12
To appoint a Chair of the meeting.
To confirm notice and quorum.
To receive and, if approved, adopt the Directors’ Report and Accounts for the year ended 31 December 2023.
To declare a dividend of 85 cents per share.
To determine the maximum number of Directors for the ensuing year as nine and to authorise the Board of Directors
to fill any vacancy in their number left unfilled for any reason to serve until the conclusion of the next Annual General
Meeting.
To re-elect Ms Caroline Foulger as a Director until the next Annual General Meeting.
To re-elect Mr William Salomon as a Director until the next Annual General Meeting.
To re-elect Mr Andrey Berzins as a Director until the next Annual General Meeting.
To re-elect Mr Christopher Townsend as a Director until the next Annual General Meeting.
To re-elect Ms Fiona Beck as a Director until the next Annual General Meeting.
To re-appoint KPMG Audit Limited as the Auditor and to authorise the Directors to determine the remuneration of the
Auditor.
Ratification and confirmation of all and any actions taken by the Board of Directors and the persons entrusted with
Company’s management in the year ended 31 December 2023.
On Behalf of the Board
Conyers Corporate Services (Bermuda) Limited
Company Secretary
Clarendon House, Church Street, Hamilton HM 11, Bermuda
21 March 2024
Any member of the Company entitled to attend and vote at the meeting may appoint one or more proxies to attend and vote
instead on their behalf. A proxy need not be a member of the Company.
• 107 •
SECTION FIVE • SHAREHOLDER INFORMATIONOCEAN WILSONS HOLDINGS LIMITED 2023 ANNUAL REPORT Form of Proxy
* I / We
* of
being a Member of Ocean Wilsons Holdings Limited, hereby appoint Ms Caroline Foulger, or failing her any Director of the Company as
my/our proxy to vote for me/us and on my/our behalf at the Annual General Meeting of the Company to be held on 27 May 2024 and at any
adjournment thereof. The proxy will vote on the Resolutions as indicated opposite.
Or
as my/our proxy to vote for me/us and on my/our behalf at the Annual General Meeting of the Company to be held on 27 May 2024 and at
any adjournment thereof. The proxy will vote on the Resolutions as indicated opposite.
FOR
AGAINST WITHHELD
1
2
3
4
5
6
7
8
9
To receive and, if approved, adopt the Directors’ Report and Accounts for the year ended
31 December 2023.
To declare a dividend of 85 cents per share.
To determine the maximum number of Directors for the ensuing year as nine and
authorise the Board of Directors to elect or appoint on the Members’ behalf a person or
persons to act as additional Directors up to such maximum number to serve until the
conclusion of the next Annual General Meeting.
To re-elect Ms Caroline Foulger as a Director until the next Annual General Meeting.
To re-elect Mr William Salomon as a Director until the next Annual General Meeting.
To re-elect Mr Andrey Berzins as a Director until the next Annual General Meeting.
To re-elect Mr Christopher Townsend as a Director until the next Annual General Meeting.
To re-elect Ms Fiona Beck as a Director until the next Annual General Meeting.
To re-appoint KPMG Audit Limited as the Auditor and authorise the Directors to fix the
remuneration of the Auditor.
10
Ratification and confirmation of all and any actions taken by the Board of Directors and
the persons entrusted with Company’s management in the year ended 31 December 2023.
Signature
Dated 2024
Notes
(1)
(2)
(3)
(4)
(5)
If any other proxy is preferred, delete the names inserted above and add the name of the proxy whom you wish to appoint, and initial the
alteration.
Please indicate by a cross in the appropriate box how you wish your proxy to vote. If no indication is given your proxy will abstain or vote as he/
she thinks fit.
To be valid, the proxy should be deposited at the Transfer Agent of the Company, Link Group, PXS 1, Central Square, 29 Wellington Street,
LEEDS, LS1 4DL, United Kingdom no later than 8:30 am (Bermuda time) on 23 May 2024.
In the case of a corporation, this proxy must be under its Common Seal or under that of an Officer or Attorney duly authorised in writing.
In the case of joint holders the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the
votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the Register of
Members, in respect of the joint holding.
* Please insert your full name and address in BLOCK CAPITALS.
• 108 •
Ocean Wilsons Holdings Limited
Annual Report 2023