Report of the Directors

Results for the year and Business Developments

Details of the results for the financial year are set out in the Consolidated Income Statement on page 118 and in the related notes forming part of the financial statements. The fair review of the development of the business of the Company and its subsidiaries is set out in the Operating and Financial Review on pages 18 to 38. This includes a description of the principal activities, principal risks, uncertainties, alternative performance measures and environmental and employee matters.

Research and Development

The Group actively monitors developments in ship design and ship availability with an emphasis on product improvement and achievement of economies of scale.

Dividend and share buyback

Dividends paid during the year ended 31 December 2019 are set out in the Consolidated Statement of Changes in Equity on page 121 for the Group and the Company Statement of Changes in Equity on page 183 for the Company.

In June 2019, a final dividend of 8.56 cent per ICG Unit was paid in respect of the financial year ended 31 December 2018. In October 2019, an interim dividend of 4.42 cent per ICG Unit was paid in respect of the financial year ended 31 December 2019.

The Board is proposing a final dividend of 8.99 cent per ICG Unit to be paid in respect of the financial year ended 31 December 2019 in June 2020 which is estimated to be €16.8 million.

The Company has adopted a progressive dividend policy the aim of which is to gradually increase or at least maintain the annual total dividend per share over the medium term. Any dividend is declarable at the discretion of the Directors following assessment of the Company’s performance, its cash resources and distributable reserves. At 31 December 2019 the Company’s retained earnings amounted to €139.4 million all of which were considered to be distributable.

The Company bought back 2,900,000 of its shares, representing 1.5% of its issued share capital at 1 January 2019 during the year for a total consideration of €12.9 million. Further details are contained at note 20 to the financial statements.

Board of Directors

The Board members are listed on pages 64 to 65 of this report.

The Company’s Constitution, requires that one third of the Directors are required to retire from office at each Annual General Meeting of the Company. However, in accordance with the provisions contained in the UK Corporate Governance Code, the Board has decided that all Directors should retire at the 2020 Annual General Meeting and offer themselves for re-election. Biographical details of the Directors are set out on pages 64 to 65 of this report and the result of the annual board evaluation is set out on page 77.

Accounting Records

The Directors believe that they have complied with the requirements of Section 281 to 285 of the Companies Act 2014 with regard to maintaining adequate accounting records by employing accounting personnel with appropriate expertise and by providing adequate resources to the finance function. The accounting records of the Company are maintained at the Company’s registered office, Irish Continental Group plc, Ferryport, Alexandra Road, Dublin 1, Ireland.

Going Concern

The financial statements have been prepared on the going concern basis and, the Directors report that they have satisfied themselves at the time of approving the financial statements that the Group and Company are going concerns, having adequate financial resources to continue in operational existence for the foreseeable future. In forming this view the Directors have considered the future cash requirements of the Group’s business in the context of the economic environment of 2020, the principal risks and uncertainties facing the Group on pages 54 to 57, the Group’s 2020 budget plan and the medium-term strategy of the Group, including capital investment plans. The future cash requirements have been compared to bank facilities which are available to the Group and Company.

Viability Statement

The Directors have assessed ICG’s viability over a timeframe of five years which the Directors believe reflects an appropriate timeframe for performing realistic assessments of future performance given the dynamic nature of our markets as regards the competitive landscape, economic activity, long-life assets and the significant capital investment commitments related to the construction of a new cruise ferry.

In making their assessment, the Directors took account of ICG’s current financial and operational positions and contracted capital expenditure. These positions were then rolled forward based on a set of assumptions on expected outcomes to arrive at a base projection. Sensitivity analysis was then performed on the base projection against potential financial and operational impacts, in severe but plausible scenarios, of the principal risks and uncertainties and the likely degree of effectiveness of current and available mitigating actions as set out on pages 54 to 57. It was further assumed that functioning financial markets exist throughout the assessment period with bank lending available to the Group on normal terms and covenants. The process which was performed by management was subject to examination and challenge by the Directors.

Based on this assessment, the Directors have a reasonable expectation that the Company and the Group will be able to continue in operation and meet all their liabilities as they fall due over the five years assessment periods.

Directors’ Compliance Statement

The Directors acknowledge that they are responsible for securing compliance by the Company with its Relevant Obligations as defined by the Companies Act 2014 (the Relevant Obligations).

The Directors confirm that they have drawn up and adopted a compliance policy statement setting out the Company’s policies that, in the Directors’ opinion, are appropriate to the Company respecting compliance by the Company with its Relevant Obligations.

The Directors further confirm the Company has put in place appropriate arrangements or structures that are, in the Directors’ opinion, designed to secure material compliance with its Relevant Obligations. For the year ended 31 December 2019, the Directors have reviewed the effectiveness of these arrangements and structures during the financial year to which this Report relates.

In discharging its obligations under the Companies Act 2014, as set out above, the Directors have relied on the advice of persons employed by the Company or retained by it under a contract for services, who the Directors believe to have the requisite knowledge and experience to advise the Company on compliance with its Relevant Obligations.

Disclosure of information to statutory Auditors

In accordance with the provisions of Section 330 of the Companies Act 2014, each Director of the Company at the date of approval of this report individually confirms that:

• So far as they are aware, there is no relevant audit information, as defined in the Companies Act 2014, of which the Statutory Auditor is unaware; and
• They have taken all the steps that they ought to have taken as a Director to make themselves aware of any relevant audit information (as defined) and to ensure that the Statutory Auditor is aware of such information.

International Financial Reporting Standards

Irish Continental Group presents its Financial Statements in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union. The Group has adopted all of the new and revised Standards and Interpretations issued by the International Accounting Standards Board (IASB) and the International Financial Reporting Interpretations Committee (IFRIC) of the IASB that are relevant to its operations and effective for accounting periods beginning on 1 January 2019 and that have been adopted by the European Union.

Principal Risks and Uncertainties

The Group has a risk management structure in place which is designed to identify, manage and mitigate the threats to the business. The key risks facing the Group include strategic, operational, financial and, information technology and cyber risks arising in the ordinary course of business. Further details of risks and uncertainties are set out on pages 54 to 57.

Substantial Shareholdings

The latest notifications of interests of 3% or more in the share capital of the Company received by the Company on or before 4 March 2020 and as at 31 December 2019 were as follows:

Directors, Secretary and their Interests

The interests of the Directors and Secretary of the Company and their spouses and minor children in the share capital of the Company at 31 December 2019 and 1 January 2019 all of which were beneficial, were as follows:

ICG Units are explained on page 202 of this report.

Auditors

In accordance with Section 383(2) of the Companies Act 2014, the Auditor, Deloitte Ireland LLP, Chartered Accountants and Statutory Audit firm, continue in office and a resolution authorising the Directors to fix their remuneration will be proposed at the forthcoming AGM. Details of Deloitte’s appointment is set out on page 86. Deloitte were first appointed Auditors to the Company during 1988.

Corporate Governance

The Group applies the principles and provisions of The UK Corporate Governance Code (2018) as adopted by Euronext Dublin and the UK Financial Conduct Authority and of the Irish Corporate Governance Annex (the Irish Annex) issued by Euronext Dublin. A Corporate Governance Report is set out on pages 70 to 82 and is incorporated into this Report by cross reference.

The Group has established an Audit Committee whose report is included at pages 83 to 87.

Key Performance Indicators

The Group uses a set of headline Key Performance Indicators (KPIs) to measure the performance of its operations. These KPIs are set out on pages 22 to 25 and are incorporated into this Report by cross reference.

Future Developments

The Group has contracted for a second new cruise ferry to be built at a contract price of €165.2 million by the German company FSG who built the W.B. Yeats and is scheduled for delivery in late 2020. It is planned that this cruise ferry will replace the Ulysses on the peak sailings between Dublin-Holyhead, with the Ulysses becoming the second vessel on that route and the chartered vessel Epsilon redelivered to owners. The ship will give ICG an increase in effective capacity from 200 freight units up to 300 freight units on peak sailings. This will allow ICG to continue growing on the key Dublin-Holyhead route into the future.

The Group is also fitting exhaust gas cleaning systems on all its owned vessels which will lead to reduction in exhaust sulphur emissions below the maximum permitted under recent regulation effective from 1 January 2020. This program will take place over 2020 with the Ulysses cruise ferry due for completion in the first quarter of 2020. The Group is also expanding operations at the Dublin container terminal with the addition of container stacks and new automated electrical mobile gantries.

The Group is closely monitoring developments in negotiations between the European Union and the United Kingdom following the United Kingdom exit from the European Union on 31 January 2020 and consequent effects these may have on the Group’s activities. The Group is also monitoring developments around Covid-19 (the corona virus) and the effect it may have on trade and travel. In line with its strategy, the Group will continue to pursue investments which meet its stringent return criteria and which improve our environmental performance.

Events after the Reporting Period

The Board is proposing a final dividend of 8.99 cent per ICG Unit in respect of the results for the financial year ended 31 December 2019.

Annual Report and Financial Statements

This Annual Report together with the Financial Statements for the financial year ended 31 December 2019 was approved by the Directors on 4 March 2020. The Directors consider that the Annual Report and Financial Statements, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company’s position and performance, business model and strategy.

Annual General Meeting

Notice of the Annual General Meeting, which will be held on Tuesday, 12 May 2020*, will be notified to shareholders in April 2020.

On behalf of the Board

Eamonn Rothwell, Director

David Ledwidge, Director

4 March 2020

Registered Office: Ferryport, Alexandra Road, Dublin 1, Ireland.