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Annual Report & Financial Statements 31 December 2022
ContentsStatement by the directors on the financial statements and other information Statement by the directors on non-financial information Statement by the directors on compliance with the Code of Principles of Good Corporate Governance Other disclosures in terms of the Capital Market Rules Consolidated financial statements: Statement of comprehensive income Statement of financial position Statement of changes in equity Company financial statements: Statement of comprehensive income Statement of financial position Statement of changes in equity Notes to the financial statements
Company registration number: C 26136
Board of Directors
ALFRED PISANI Executive Chairman of IHI. He founded the Corinthia Group in 1962 and has guided the Group and IHI ever since, spearheading investment and growth across three continents over five decades.
MOUSSA ATIQ ALI Mr Atiq Ali is the General Manager of Libyan Foreign Investment Company (LAFICO) since 13 June 2021. He has previously occupied the post of Manager Director of Libya Africa Investment Portfolio (LAIP). He also occupied the position of Legal Consultant at the Libyan Investment Authority (LIA).
HAMAD BUAMIM President and CEO of the Dubai Chamber of Commerce and Industry and serves as the Deputy Chairman of the World Chambers Federation – ICC – in Paris. He is a member of the Board of Directors of the UAE Central Bank, Chairman of National General Insurance and Board Member of Union Properties.
JOSEPH PISANI Founder director and member of the main board of CPHCL Company Limited (CPHCL) as from 1962 and has served on a number of boards of subsidiary companies. From 2000 to 2014 he has served as Chairman of the Monitoring Committee of IHI.
RICHARD CACHIA CARUANA Joined the Board of IHI
in 2022 as an independent director. He is also an Independent
Director, Chairperson of the IHI Audit Committee and the IHI
Remuneration and Nominations Committee. He has occupied senior
positions within the Maltese government and the European Union. In
particular, he was
FRANK XERRI DE CARO Joined the Board of IHI in 2005, having previously been the General Manager of Bank of Valletta p.l.c., besides serving on the boards of several major financial, banking and insurance institutions.
DOURAID ZAGHOUANI Chief Operating Officer of the Investment Corporation of Dubai (ICD). Previously, he was with Xerox for over 25 years, holding a number of senior management, sales and marketing posts in Europe and North America. Was Board Chairman of several Xerox companies; his last appointment was Corporate Officer and President, Channel Partner Operations for Xerox in New York.
MOHAMED MAHMOUD SHAWSH Joined the Board of IHI in 2022. Mr Shawsh holds the position of Chief Investment Officer at LAFICO. Prior to taking up this position in 2021, Mr Shawsh occupied several senior positions within subsidiaries of LAFICO and International Companies including BP Exploration, Libya. He is experienced in digital transformation, financial investments and risk management. Mr Shawsh holds a bachelor’s degree in Accounting and Finance from the National Institute of Business Administration in Tripoli and a high diploma in accounting and finance, from the High Institute of Administrative and Financial Occupations, Tripoli.
JEAN-PIERRE SCHEMBRI Company Secretary and Director Corporate Office, joined IHI in 2018. Mr Schembri occupied senior positions within the EU Institutions and Maltese public service. He served at the Permanent Representation of Malta to the EU. He joined the European Union Civil Service in 2012 where he occupied senior management positions within the European Asylum Support Office. While at EASO, he also headed the board secretariat of the agency.
Chairman’s Statement
Dear fellow shareholders,
I look forward to having the opportunity to once again meet you at the forthcoming AGM. It is important and uplifting for me to meet you, especially after the challenging times we had to face during the pandemic when travel and people- to-people contact had become difficult and at times impossible.
I must express my sincere gratitude and appreciation for the loyalty and commitment you have shown towards the Company, and for your sustained investment during these difficult times. I am confident that in the years to come, you will remain part of the Company’s success as we embark on the road to recovery.
The pandemic continued to pose severe challenges to our business in the first quarter of the year. However, the various vaccination programmes in the different countries within which we operate, coupled with the lifting of travel restrictions, propelled a quick recovery in the second half of 2022, which saw a significant, speedy recovery and an increasing demand for our hotels.
Unfortunately, the pandemic was followed by rising inflation, in particular, the increase in costs of wages, fuel and a wide variety of goods. To mention one area, in 2022, our energy cost increased by 93.48% year on year. Additionally, the increase in interest rates by the monetary authorities to combat inflation resulted in a significant rise in our cost of borrowing.
Moreover, the war in Ukraine and the situation in Russia have negatively impacted our Hotel and Commercial Centre in St Petersburg while our project in Moscow, in which we have a 10% shareholding, has been put on hold. IHI’s interest in St Petersburg represents approximately 5.6% of the Group’s total revenue and 8% assets. It is pertinent to point out that due to the uncertainties brought about by the situation in Russia we took the immediate initiative to repay in advance and in full the €40 million loan that was on balance for the Hotel and Commercial centre in St Petersburg.
Despite these challenges, which we have persistently countered to the best of our ability, Corinthia has sustained a healthy recovery.
We have reacted quickly to these developments and issued clear instructions to our management to curtail costs efficiently and recover our losses suffered during the pandemic, no doubt full recovery will require some time. The IHI Board issued clear instructions to keep constant watch on our manning levels, making sure that our personnel levels be reduced by at least 15 per cent less than in 2019. Moreover, we have asked management to keep constant watch and active control of our energy consumption, which combined efforts have had a very positive result.
Operating profit before depreciation and fair value adjustments EBITDA for 2022 amounted to €51.7 million, which, when compared to 2021, shows an improvement of €25.2million. It is appropriate to note that in 2019 our EBITDA figure hit €69.8 million. 2022 Revenue was at €238.2 million, with the hotels segment increasing by 95% year on year. The overall revenue level stood at 89% of 2019. Looking forward to 2023, we are forecasting a further improvement in our performance, which should bring us closer to the 2019 results.
Development of Real Estate
When IHI was first set up as a public Company, our main business for the first ten years was developing hotels and real estate with the objective of ultimately operating them under the Corinthia Brand. Today, we can affirm that our brand has achieved global recognition, especially with the opening of our London Hotel in 2011. In the forthcoming 12/18 months, IHI will be operating seven new properties, thus further consolidating the strength and image of our brand.
Whilst taking on board the management of third-party hotel properties is a faster and less capital-intensive way to display our Corinthia Flag, one must not, on the other hand, overlook the capital gain achieved when acting as a developer, where, after buying at a correct price and developing at competitive rates, the opening of a new property would generally result in a minimum of 20% gain.
Subsequently, with the maturity of the business, it is estimated that the best time to sell a successful hotel is between five and seven years. This would be the norm to realise the maximum gain, allowing us the opportunity to partially re-invest and distribute dividends. I firmly believe that we should not lose sight of the importance of this strategy of continuing to invest in hotels and real estate development. Whilst aggressively pursuing the management of third-party hotels, we must nonetheless continue to pursue the possibility of further investments in hotel and real estate in fact, our management is currently evaluating several proposals for investments in Europe and beyond.
Sale of Prague Hotel
We have, once again, put the Corinthia Hotel in Prague on the market. You will recall that before the pandemic, we had almost completed the sale of this property however, the deal had come to a halt because of the pandemic. We trust that we can be successful this time round, though I hasten to add that we will obviously only sell this hotel if and when the right offer comes along.
Separately, there is an additional plot of land adjacent to the Prague Hotel, which could also be developed for offices. The location of both the hotel and adjacent site is excellent as it commands magnificent views of Prague and is only 100 meters away from the underground, being just two stops away from central Prague.
Development projects
In view of our upcoming openings, in the next 12 to 18 months, our Company will propel itself to new heights. In the pipeline, we have a number of projects in key locations in Brussels, Rome, New York, Doha, and Bucharest. Moreover, we have recently also signed a management agreement for a hotel in Riyad, Saudi Arabia. The impact these openings will have on our brand will undoubtedly be substantial, whilst new opportunities will also come our way as a consequence of these new hotel openings.
In addition, plans on the Corinthia Oasis, formerly known as Hal Ferh, incorporating a hotel of 162 keys and 25 hotel-serviced villas, are well advanced as works on the detailed designs have progressed significantly whilst works on the road widening are currently underway. The amended permit should be in hand before end 2023 and our timetable is to have the tender document for excavation and civil works ready and issued by the end of this year.
We are also actively working on expanding our brand in the Gulf region. I have just returned from the Gulf, where we held several meetings with distinguished personalities in Oman, UAE, Qatar and Saudi Arabia. I am very confident that this region presents several opportunities for our Group, and we are currently in advanced discussions with several entities to conclude three to four new hotel management agreements in the next 12 months, particularly in Saudi Arabia, Oman and possibly Dubai. These will further expose our brand in a region which is fertile with new challenges, and ever-growing horizons.
During my visit to Jeddah, we signed a Memorandum of Understanding (MoU) with the Jeddah Central Development Company (JCDC), a wholly-owned company of the Public Investment Fund (PIF) and the master developer of the Jeddah Central development. The MoU provides a basis to explore cooperation in developing and operating assets within the Marina district.
The MoU establishes a framework for CHL, our hotel management company, and QP, our project management company, to develop and operate assets within the Marina District. The Marina is part of the Jeddah Central 9.5-kilometre waterfront on the Red Sea. The Marina will serve as a gateway to the city on the Red Sea coast, creating a thriving residential marine community, hotels, including recreational facilities, retail outlets, restaurants, and cafes.
The many challenges and opportunities ahead are most exciting and will intensify our determination to move forward. We have never considered challenges as hurdles but view them as opportunities. By playing our cards correctly, we will indeed become a global leader in our industry.
Our strategy
If anyone had to ask me about our vision when we started our Company, I would have never imagined that Corinthia would one day become an international player providing a multi-pronged capability to function as a developer, investor, project manager and ultimately, a hotel operator. As you know, we now offer the following services:
• Property ownership through IHI; • Developers through CDI; • Project Management through QP; • Hotel Management through CHL; and • Industrial catering through Corinthia Caterers.
This multi-faceted approach has proved very beneficial, especially when certain difficulties may hinder some activities but allow others to operate profitably. We are today quite a unique organisation as few companies worldwide offer such diverse services of a one-stop shop. And I am confident this evolution will continue to progress further.
Looking forward, our business strategy is based on a number of pillars, namely:
• Maximising revenue and profitability from our hotel operations and other businesses; • Disposing of non-core properties and others which are mature in terms of gains to be made and properties which can never fit our Corinthia Brand standards; and • Putting our Corinthia flag on luxury third-party-owned properties and being ready to have a minority investment in such properties when the right opportunity presents itself.
QP
QP has developed into a one-stop-shop for project management and architectural-related services and is now the largest architectural firm in Malta, working on various projects in Malta and overseas. At the same time, in order to maximise its earning potential, QP is actively seeking development opportunities in international markets.
Upscale Brand (four star/upscale)
Corinthia has, over many years, focused on developing a luxury brand. The name Corinthia has now become synonymous with this level of service and is widely recognised internationally. Nevertheless, in looking forward to expanding our reach, we see the need to also provide hotel management services for what the industry defines as upscale properties, at the upper four and lower five-star levels, of which there are many more on the market. In fact, we already do manage a number of such properties under white-label agreements.
In this context, we are actively working on setting up a second brand, positioned to include upscale hotels which cannot be serviced by the Corinthia brand.
This second brand will be called Verdi Hotels, and we plan to launch it later this year and expand internationally in the next 12-15 months, managing hotels which are both internally owned as also others owned by existing partners and other third parties.
While initially being set up as an extension of the Corinthia Hotels management platform, it is the intention to establish Verdi Hotels as a stand-alone business with its own Board and management infrastructure.
We are further emphasizing our industrial catering, where we are taking steps to reinforce our industrial catering in Malta, restart this business in Libya, and seek new potential markets elsewhere.
Looking Forward
I have in the past given you a clear commitment that at the right time, we will go for a second listing in a liquid market and increase the free float to a minimum of 25 per cent. This will involve raising some 250 million shares. One can only imagine the Company’s potential growth with such funds in hand.
Going for a second listing is not a short-term project. Much preparation is needed with the support of our international brokers. Amongst other things, we will need to take some crucial decisions, in particular:
• Continue to strengthen our corporate governance structures; • Maximise exigencies resulting in improved profits in all our operations; and • Be in a position to deliver regular dividends to our shareholders. This will be possible once we sell a number of non-core properties and reduce our debt commitments.
In the meantime, our discussions with UDC have slowed down, in view of the unfavorable current climate in the World’s financial markets. However, these discussions are still ongoing and we will keep you updated with any future developments.
Corinthia Family
I cannot emphasise enough that in our growth process, we must also ensure to retain a firm hold on our foundations which are our values of integrity, family, commitment, and passion, as these elements ultimately give us a cutting edge over our competition.
In our constant and determined drive forward, Corinthia has always remained faithful to its guiding principles embodied in ‘The Spirit of Corinthia’. We have also ingrained in our colleagues, the employees, in every country where we operate, a strong feeling of camaraderie, not only between themselves but also extending to others in need. The COVID experiences have not only failed to wane this spirit but have boldened the determination to help and engender better hearts. We are very conscious of this family philosophy, the spirit of uplifting lives.
Our culture is the living core of our existence. It distinguishes Corinthia from our competitors as we offer memorable experiences to those who choose our services. My personal philosophy that has shaped the culture of Corinthia over the years is that we all passionately hold and own the aspiration and the responsibility to uplift the lives of our guests and one another. Corinthia is not merely a conglomeration of buildings or places but primarily people and a culture guided by a clear aspiration and spirit. We own and operate luxury and upscale hotels in various parts of the world but what has really driven our success over the past decades is our people, our culture, our purpose.
Much has changed in the world since our humble beginnings, but the family values that have guided our behaviour over the years remain the beacons that guide us to navigate successfully through our challenges and opportunities. This Spirit of Corinthia is our pulsating heart, which distinguishes us from the rest.
We look forward with our typical determination and passion. We see great challenges but equally great opportunities to develop further. The excitement of the future fuels us with the energy and belief that Corinthia’s flag will continue to fly with pride and appreciation in more countries to make our name truly global.
We are aware of potential international political and economic turmoil but, as true and valid captains, we shall firmly manage the rudder of our Corinthia ship to overcome the menacing waves.
Dear Shareholders, I conclude by expressing my genuine appreciation to all of you for your trust and support, which nourish our tenacity and determination to offer our very best at all times without fear of the hurdles and problems that sometimes overshadow the scenario in which we operate.
My thanks also go to my colleagues on the Board of Directors, our management and general employees for their active participation in our Corinthia story who all contribute to our Company’s success.
Together, we will grow further. Together, we will make Corinthia a global name to be respected and appreciated.
Signed by Alfred Pisani (Executive Chairman) on 18 April 2023.
Indirizz taċ-Chairman għas-sena li tispiċċa 31 ta’ Diċembru 2022
G ħe żież ħbieb azzjonisti , Inħares ’l quddiem għall-opportunità li għal darb’oħra niltaqa’ magħkom fil-Laqgħa Ġenerali Annwali li jmiss. Għalija hi okkażjoni importanti li niltaqa` magħkom, speċjalment wara ż-żminijiet ta’ sfida li kellna ngħaddu minnhom matul il-pandemija meta s-safar u l-kuntatt personali kienu saru diffiċli, u xi drabi impossibbli.
Sinċerament nesprimi l-gratitudni u apprezzament tiegħi għal-lealtà` u mpenn li wrejtu lejn il-Kumpanija u għall-investiment tagħkom li sostnejtu matul dawn iż-żminijiet diffiċli. Jien fiduċjuż li fis-snin li ġejjin, intom tibqgħu parti mis-suċċess ta’ din il-Kumpanija waqt li nibdew it-triq tal-irkupru.
Il-pandemija kompliet toħloq sfidi iebsin ħafna għall-kummerċ tagħna fl-ewwel kwart tas-sena. Madankollu, id-diversi programmi ta’ vaċċinazzjoni f’pajjiżi differenti fejn aħna noperaw, flimkien mat-tneħħija ta’ restrizzjonijiet fuq safar, għaġġlu l-irkupru fit-tieni nofs tas-sena 2022, u rajna wkoll żieda fit-talba għall-lukandi tagħna.
Sfortunatament, il-pandemija ġiet segwita b’żieda fl-inflazzjoni, b’mod partikolari b’żieda fl-ispiża tal-pagi, il-karburant u numru kbir ta’ oġġetti. Biex insemmi qasam wieħed, fis-sena 2022, l-ispiża tagħna għall-enerġija żdiedet bi 93.48% minn sena għall-oħra. Barra minn hekk, iż-żidiet imħabbra mill-awtoritajiet monetarji fir-rati tal-imgħax komplew ikabbru b’mod sinifikanti l-ispiża tas-self tagħna.
Ukoll, il-gwerra fl-Ukrajna u s-sitwazzjoni fir-Russja laqtu b’mod negattiv il-Lukanda u ċ-Ċentru Kummerċjali tagħna f’San Petroburgu, waqt li l-proġett tagħna f’Moska, fejn għandna 10% tal-ishma, għalissa ġie sospiż. L-interess ta’ IHI f’San Petroburgu jirrappreżenta madwar 5.6% tad-dħul totali tal-Grupp u 8% tal-assi.
Hu xieraq li nsemmi li minħabba l-inċertezzi maħluqa mis-sitwazzjoni fir-Russja, aħna minnufih ħadna l-inizjattiva li nħallsu bil-quddiem is-self kollu ta’ €40 miljun li kien il-bilanċ dovut għal-Lukanda u ċ-Ċentru Kummerċjali f’San Petroburgu.
Minkejja dawn l-isfidi, li aħna ġġilidna b’mod persistenti u bl-aħjar ħidma tagħna, il-Corinthia sostniet irkupru b’saħħtu.
Aħna irreaġixxejna malajr għal dawn l-iżviluppi u ħriġna struzzjonijiet ċari lill-Maniġment biex innaqqsu l-ispejjeż b’mod effiċjenti u b’hekk nirkupraw it-telf li sofrejna matul il-pandemija. Bla dubju, l-irkupru totali jieħu aktar żmien. Għalhekk, il-Bord tal-IHI ħareġ struzzjonijiet ċari biex jiġi monitorat il-livell tal-impjieg, waqt li nassiguraw li dan il-livell tal-imp j ieg jonqos mill-inqas bi 15% minn dak tas-sena 2019. Barra minn hekk staqsejna lill-Maniġment biex jiġi kontrollat il-konsum tal-enerġija. Dawn l-isforzi flimkien għandhom ikollhom riżultat tassew pożittiv.
Il-profitt operattiv qabel id-deprezzament u l-aġġustamenti tal-valur ġust (EBITDA) għas-sena 2022 ammontaw għal €51.7 miljun. Meta mqabbel mas-sena 2021, dan juri titjib ta’ €25.2 miljun. Hu tajjeb li ninnotaw li fl-2019 l-EBITDA tagħna laħqet €69.7 miljun. Id-dħul fl-2022 kien ta’ €238.2 miljun, meta t-taqsima tal-lukandi żdiedet b’95% sena b’sena. B’hekk il-livell tad-dħul totali kien ilaħħaq mad- 89% tas-sena 2019.
Meta nħarsu ’l quddiem għal 2023, aħna nbassru aktar titjib fil-prestazzjoni tagħna li għandha tkun aktar qrib ir-riżultati tas-sena 2019.
ŻVILUPP TA’ PROPRJETÀ IMMOBBLI
Meta IHI saret kumpanija pubblika, in-negozju prinċipali tagħna fl-ewwel għaxar snin kien l-iżvilupp tal-lukandi u proprjetà immobbli sabiex noperawhom taħt il-marka ‘Corinthia’. Illum nistgħu nistqarru li l-marka tagħna kisbet rikonoxximent globali, speċjalment bil-ftuħ tal-Lukanda tagħna f’Londra fl-2011. F’dawn it-12/18 - il xahar li ġejjin, IHI ser tkun qed tmexxi seba’ proprjetajiet ġodda, u b’hekk tikkonsolida aktar is-saħħa u l-immaġini tal-marka tagħna.
Waqt li hu minnu li t-tmexxija ta’ lukandi proprjetà ta’ terzi hu proċess aktar mgħaġġel u jkollu bżonn ferm inqas kapital biex inkattru l-bandiera ta’ Corinthia, m’għandniex min-naħa l-oħra ninsew il-qligħ kapitali li wieħed jagħmel meta jaħdem ta’ żviluppatur wara li jkun xtara bi prezz tajjeb u żviluppa b’rati kompetittivi. F’dan il-każ, il-ftuħ ta’ proprjetà ġdida twassal għal qligħ ta’ mill-anqas 20%.
Wara li n-negozju jimmatura, hu stmat li l-aħjar żmien biex tbiegħ lukanda li rnexxiet hu bejn ħamsa u seba’ snin. Din hi n-norma biex nagħmlu l-akbar qligħ, waqt li jkollna l-opportunità li nerġgħu ninvestu parti minnhom u nqassmu dividendi. Nemmen b’mod qawwi li m’għandniex ninsew l-importanza ta’ din l-istrateġija li nkomplu ninvestu f’lukandi u proprjetà immobbli. Waqt li għandna nkomplu bi sħiħ it-tmexxija ta’ lukandi ta’ terzi, għandna madankollu xorta nkomplu nfittxu aktar possibilitajiet ta’ investimenti f’lukandi u proprjetà immobbli. Fil-fatt, il-Maniġment tagħna qiegħed bħalissa jqis diversi proposti ta’ investimenti fl-Ewropa u lil hinn.
BEJGĦ TAL-LUKANDA FI PRAGA
Għal darb’ oħra, poġġejna ’l Corinthia Hotel ta’ Praga fuq is-suq. Tiftakru li qabel il-pandemija konna kważi temmejna l-bejgħ ta’ din il-lukanda, liema bejgħ kellu jieqaf minħabba l-pandemija. Nemmnu li għandu jkollna suċċess din id-darba, għalkemm inżid minnufih li aħna ovvjament inbiegħu biss jekk u meta jkollna l-offerta ġusta.
Separatament, hemm biċċa art maġenb il-Prague Hotel li tista’ tiġi żviluppata f’uffiċini. Il-post fejn hemm il-lukanda u l-art huma eċċellenti għax hemm vista mill-isbaħ ta’ Praga u qegħdin biss 100 metru ’l bogħod mill-underground, b’żewġ waqfiet miċ-ċentru ta’ Praga.
PROĠETTI TA' ŻVILUPP
Minħabba dawn il-fatturi fit-12 sa 18-il xahar li ġejjin, il-Kumpanija ser tilħaq quċċati ġodda. Għandna ppjanati numru ta’ proġetti f’lokalitajiet ġodda f’pożizzjonijiet ewlenin ġewwa Brussell, Ruma, New York, Doha u Bukarest. Barra minn hekk, dan l-aħħar iffirmajna ftehim ta’ management għal-lukanda f’Riyadh, Arabja Sawdija. L-impatt ta’ dawn il-ftuħ fuq il-marka tagħna ser ikun, bla dubju, wieħed sostanzjali waqt li ser jinħolqu opportunitajiet ġodda konsegwenza tal-ftuħ ta’ dawn il-lukandi.
Barra minn hekk, il-pjanijiet għal Corinthia Oasis, qabel magħrufa bħala Ħal-Ferħ, li tinkorpora lukanda ta’ 162 ċavetta u 25 villa b’servizz offrut mil-lukanda, huma avvanzati billi xogħlijiet fuq disinji dettaljati mxew ’il quddiem sew, waqt li t-twessiegħ tat-triq qed isir. Il-permess emendat għandu jkun f’idejna qabel l-aħħar tal-2023 u l-iskeda tagħna hi li jkollna d-dokument tat-tender għall-iskavar u xogħlijiet ċivili lest u maħruġ sal-aħħar ta’ din is-sena.
Qegħdin ukoll naħdmu biex nespandu l-marka tagħna fir-Reġjun tal-Golf Għarbi. Jien għadni kif ġejt lura mill-Golf fejn kelli ħafna laqgħat ma’ personalitajiet distinti fl-Oman, l-UAE, il-Qatar u l-Arabja Sawdija. Inħossni kunfidenti tassew li dan ir-reġjun joffri diversi opportunitajiet għall-Grupp tagħna. Bħalissa għaddejjin ukoll b’diskussjonijiet avvanzati ma’ entitajiet differenti biex nikkonkludu tlieta jew erba’ ftehim ta’ tmexxija ta’ lukandi ġodda fi żmien dawn it-12 -il xahar li ġejjin, partikolarment fl-Arabja Sawdija, l-Oman u possibbilment f’Dubai. Dawn ser ikomplu jesponu aktar l-isem ta’ Corinthia f’reġjun fertili bi sfidi ġodda u orizzonti li dejjem jikbru.
Tul il-mawra tiegħi f’Jedda, iffirmajna Memorandum of Understanding mal-Jeddah Central Development Company, li hi kumpanija kollha kemm hi proprjetà tal-Public Investment Fund u l-iżviluppaturi ewlieni ta’ Jeddah Central Development. Dan il- Memorandum jipprovdi bażi biex nesploraw kooperazzjoni fl-iżvilupp u operat tal-assi ġewwa d-distrett tal-Marina.
Il- Memorandum jistabbilixxi qafas għal CHL, il-kumpanija tagħna tal-immaniġġjar tal-lukandi, biex tiżviluppa u topera assi fid-distrett tal-Marina, parti mill-Jeddah Central, waterfront ta’ 9.5 kilometri fuq il-Baħar l-Aħmar. Il-Marina ser isservi bħala aċċess għall-belt fuq ix-xatt tal-Baħar l-Aħmar, u b’hekk toħloq komunità ta’ marina residenzjali, lukandi b’faċilitajiet ta’ rikreazzjoni, ħwienet, restoranti u caffe`.
Dawn l-isfidi u opportunitajiet li ġejjin huma tassew importanti u jżidu d-determinazzjoni tagħna li nikbru fil-qasam tagħna. Aħna qatt ma kkunsidrajna l-isfidi bħala ostakli imma pjuttost dejjem narawhom bħala opportunitajiet. Jekk nilgħabu tajjeb l-karti tagħna, ser insiru tassew mexxejja globali fl-industrija tagħna.
L-ISTRATEĠIJA TAGĦNA
Kieku xi ħadd kellu jistaqsini fuq il-viżjoni tagħna meta bdejna l-Kumpanija, ma kont qatt nimmaġina li Corinthia xi darba ser issir entità internazzjonali li tipprovdi kapaċità multipla li tiffunzjona bħala żviluppatur, investitur, maniġer ta’ proġetti, u fl-aħħar operatur ta’ lukandi. Bħal ma tafu, aħna noffru dawn is-servizzi:
• Sidien ta’ proprjetà permezz ta’ IHI; • Żviluppaturi permezz ta’ CDI; • Maniġers ta’ proġetti permezz ta’ QP; • Maniġers ta’ lukandi permezz ta’ CHL; u • Catering industrijali permezz ta’ Corinthia Caterers.
Dan l-approċċ multiplu wera li hu ta’ benefiċċju, speċjalment meta ċerti diffikultajiet jistgħu jxekklu xi attivitajiet waqt li jħallu oħrajn joperaw bi qligħ. Illum aħna organizzazzjoni pjuttost unika għax huma ftit il-kumpaniji fid-dinja li joffru servizzi daqshekk diversi bħala one stop shop . Jiena fiduċjuż li din l-evoluzzjoni ser tkompli timxi aktar ’l quddiem.
Meta nħarsu ’l quddiem, l-istrateġija tan-negozju tagħna hi bbażata fuq numru ta’ pilastri, jiġifieri:
• Nimmassimizzaw id-dħul u l-profitti mit-tmexxija tal-lukandi u negozju ieħor; • Nbiegħu proprjetajiet mhux essenzjali u oħrajn li laħqu l-quċċata f’terminu ta’ qligħ li jista’ jsir, u proprjetajiet li jistonaw mal-istandards tal-marka Corinthia; u • Inpoġġu l-bandiera tagħna ta’ Corinthia fuq proprjetajiet lussużi ta’ terzi li jkunu lesti jaċċettaw investiment ta’ minoranza meta l-opportunità tajba tippreżenta ruħha.
QP
QP żviluppat f’ one-stop-shop għall-immaniġġjar ta’ proġetti u servizzi arkitettoniċi. Illum saret l-akbar ditta arkitettonika f’Malta, u taħdem fuq diversi proġetti kemm ġewwa Malta kif ukoll barra minn xtutna. Fl-istess waqt, sabiex timmassimizza l-potenzjal tagħha ta’ qligħ, QP attivament tfittex opportunitajiet fi swieq internazzjonali.
MARKA UPSCALE (4 STILEL / UPSCALE )
Għal ħafna snin, Corinthia iffokat fuq żvilupp ta’ marka ta’ lussu. L-isem Corinthia issa sar sinonimu ma’ dan il-livell ta’ servizz u hu rikonoxxut internazzjonalment. Madankollu, meta nħarsu ’l quddiem biex nespandu aktar, inħossu l-bżonn li wkoll nipprovdu servizzi ta’ tmexxija ta’ lukandi li l-industrija tikkonsidra ta’ lussu, ta’ livelli ta’ erba’ jew ħames stilel, li hawn ħafna aktar minnhom fis-suq. Fil-fatt, diġà qed immexxu numru ta’ proprjetajiet bħal dawn taħt ftehim white label . F’dan il-kuntest, aħna qed naħdmu bi sħiħ biex noħolqu t-tieni marka li tinkludi lukandi ta’ lussu li ma jistgħux jitmexxew bil-marka Corinthia.
Din it-tieni marka ser tissejjah ‘Verdi Hotels’ u qed nippjanaw li nvarawha aktar tard din is-sena, u nespanduha internazzjonalment fil-perjodu bejn it-12 u l-15 il-xahar li ġejjin. Din ser tmexxi lukandi li huma proprjetà tagħna, kif ukoll oħrajn ta’ msieħba eżistenti u ta’ terzi persuni.
Għalkemm din il-marka għall - bidu ser titwaqqaf bħala estensjoni tal-pjattaforma ta’ tmexxija ta’ Corinthia Hotels, l-intenzjoni tagħna hi li nistabbilixxu l-Verdi Hotels bħala negozju indipendenti bil-marka u struttura ta’ tmexxija tiegħu.
Barra minn hekk, qed nenfasizzaw aktar il-catering industrijali tagħna fejn qegħdin nieħdu passi biex, barra li ninfurzaw dan f’Malta, nerġgħu nibdew dan in-negozju fil-Libja u nfittxu swieq potenzjali ġodda f’postijiet oħra.
INĦARSU ’L QUDDIEM
Fil-passat kont tajt impenn ċar li fi żmien propizju, aħna mmorru għat-tieni listing f’suq likwidu u nżidu l-free float għall-minimu ta’ 25%. Dan jinvolvi li nżidu madwar 250 miljun sehem. Wieħed jista’ jimmaġina kemm jista’ jikber il-potenzjal tal-Kumpanija b’dawn il-fondi f’idejha.
Li mmorru għat-tieni listing, mhux proġett ta’ terminu qasir. Hemm bżonn ta’ ħafna preparazzjoni bl-għajnuna tal-brokers internazzjonali tagħna. Fost oħrajn, ikollna nieħdu deċiżjonijiet kruċjali, partikolarment:
• Inkomplu nsaħħu l-istrutturi tagħna tal- corporate governance ; • Nimmassimizzaw l-esiġenzi li jwasslu għal titjib fi profitti fl-operazzjoniet kollha tagħna; u • Inkunu f’pożizzjoni li regolarment inqassmu dividendi lill-azzjonisti. Dan ikun possibbli meta nbiegħu numru ta’ proprjetajiet mhux essenzjali u nnaqqsu d-debiti.
Sadanittant, ir-ritmu tad-diskussjonijiet tagħna ma’ UDC naqas minħabba l-klima kurrenti sfavorevoli fis-swieq finanzjarji tad-dinja. Madankollu, dawn id-diskussjonijiet għadhom għaddejjin u nżommukom infurmati bi żviluppi ulterjuri.
IL-FAMILJA CORINTHIA
Ma nistax nisħaq biżżejjed li fil-proċess ta’ tkabbir tagħna, għandna wkoll nassiguraw li nżommu sod mal-valuri tagħna li huma integrità, familja, impenn, u passjoni. Fl-aħħar mill-aħħar, dawn jagħtuna l-akbar vantaġġ fuq il-kompetituri tagħna.
Fil-mixja ’l quddiem kostanti u determinata tagħha, Corinthia dejjem baqgħet fidila lejn il-prinċipji ta’ gwida magħġuna fl-‘Ispirtu ta’ Corinthia’. Dejjem nissilna sentiment qawwi ta’ għaqda mhux biss bejn kollegi impjegati fi kwalunkwe pajjiż li noperaw, iżda wkoll ma’ oħrajn fi bżonn. L-esperjenza tal-COVID mhux biss ma naqqasx dan l-ispirtu iżda saħħaħ id-determinazzjoni tagħna li ngħinu u nkattru qlub twajba. Aħna konxji ħafna minn din il-filosofija ta’ familja, l-ispirtu li jeleva ħajjitna.
Il-kultura tagħna hi tassew il-qalba tal-eżistenza tagħna. Tiddistingwina mill-kompetituri tagħna għax aħna noffru esperjenzi memorabbli lil dawk li jagħżlu s-servizzi tagħna. Il-filosofija personali tiegħi li għaġnet il-kultura ta’ Corinthia tul is-snin, hi li aħna lkoll ngħożżu u nagħmlu tagħna l-aspirazzjonijiet u r-responsabbiltà li nelevaw il-ħajja ta’ xulxin u tal-klijenti tagħna. Corinthia mhix biss konglomerazzjoni ta’ bini jew postijiet, imma primarjament għaqda ta’ kultura u persuni ggwidati bi spirtu u aspirazzjonijiet ċari. Aħna tassew propjetarji w operaturi ta’ lukandi lussużi f’ħafna nħawi tad-dinja, iżda dawk li tassew mexxewna għas-suċċess matul l-għexieren ta’ snin huma n-nies tagħna, il-kultura tagħna, l-għan tagħna.
Id-dinja rat tibdil kbir minn żmien l-oriġini umli tagħna. Imma l-valuri ta’ familja li ggwidaw l-imġieba tagħna tul is-snin jibqgħu d-dwal li jmexxina biex ninnavigaw b’suċċess qalb l-isfidi u l-opportunitajiet. Dan l-Ispirtu ta’ Corinthia hu l-qalb tagħna li tħabbat u li tiddistingwina mill-oħrajn.
Inħarsu ’l quddiem bid-determinazzjoni u passjoni tipiċi tagħna. Naraw quddiemna sfidi kbar, iżda fl-istess ħin opportunitajiet daqstant kbar li niżviluppaw aktar. L-eċitament tal-futur isaħħaħ fina l-enerġija u t-twemmin li l-bandiera ta’ Corinthia tkompli tittajjar bi kburija u apprezzament f’aktar pajjiżi biex tagħmel isimha tassew wieħed globali.
Aħna konxji mill-potenzjal tat-taqlib politiku u ekonomiku imma, bħall-kaptani veri u validi, inkomplu mmexxu b’mod sod it-tmun tal-vapur Corinthia biex ngħelbu t-theddid tal-mewġ.
Għeżież azzjonisti, ngħalaq billi nesprimi l-apprezzament ġenwin tiegħi lilkom ilkoll għall-fiduċja u l-appoġġ tagħkom li jsaħħu t-tenaċità u d-determinazzjoni tagħna biex noffru l-aħjar fiż-żminijiet kollha, mingħajr biża’ ta’ ostakoli u problemi li kultant idallmu x-xenarju li fih naħdmu.
Nirringrazzja wkoll lill-kollegi fil-Bord tad-Diretturi, il-Maniġment, u l-impjegati kollha għas-sehem attiv tagħhom fl-istorja tal-Corinthia u li kollha jikkontribwixxu għas-suċċess tal-Kumpanija tagħna.
Flimkien inkomplu nikbru. Flimkien nagħmlu Corinthia isem li jkun rispettat u apprezzat globalment.
Iffirmat minn Alfred Pisani (Chairman Eżekuttiv) fit-18 ta’ April 2023.
Dear Shareholders,
It is my pleasure to present our management report on our business for the year 2022.
This report will dwell on the Group’s performance as we emerge from the ravages caused by the pandemic, a reality that lingered well into the year under review, only to be followed and compounded by inflation, rising interest rates, and tight labour markets for the remainder of the year.
On the other hand, whilst reviewing the year from today’s relatively comforting vantage point is an opportune moment for introspection on the recent years’ calamitous events impacting the hospitality industry, it is equally an opportunity to cast our confident eyes on the period ahead which we anticipate being characterised by progressive recovery and rapid growth.
From a financial perspective, our statements show a year-end breakeven position achieved following the prior years’ pandemic losses.
Revenues shot back to €238 million relative to the prior year’s €129 million.
EBITDA, in itself a measure of our operating health, rose to €51 million, doubling in real terms from that achieved 2021.
We now expect conversion ratios from Revenue to EBITDA to continue to improve in the years ahead, although we must take note of the fact that the outcome of the pandemic, and the consequences of war in Europe for most of 2022, has been spiralling inflation in payroll, supplies and energy bills, as well as interest rate hikes.
We have of course sought to counter or minimise these pressures by retaining as many of the efficiencies and cost discipline gained in the pandemic years as we can.
On the other hand, the reality of open markets, and the continued curtailment of demand at two of our owned hotels in Tripoli and St Petersburg, means that matching our cost base with corresponding higher occupancies and room rates for overnight stays is not always as possible in the immediate term, in some countries more than others.
The table below focuses on the select elements of our P&L.
* Adjusted to reflect actual % shareholding ownership in subsidiary operations
The figures above highlight the points made on inflationary cost increases relative to prior years actual costs.
Payroll in particular is impacted negatively by the elimination of pandemic-era subsidies and a gradual rebuilding of our manning levels to cater to demand in our hotels. It is important to highlight that your Board had directed a policy to retain as many of our workforce as possible throughout the pandemic and thereafter, a position that has been vindicated not only by the positive retention of thousands of loyal, trained and hard-working colleagues, but also the reality of labour scarcity in the hospitality industry’s post pandemic era.
Payroll and other P&L numbers in 2022 are also impacted by the full consolidation of the Golden Sands Hotel in Malta, following the acquisition of the remaining 50% share held by 3rd parties in 2021.
The same commentary on cost applies to energy, impacted in some countries more than others, as a consequence of conflict in Europe. Global dynamics will no doubt gradually re-align utility costs versus revenue potential but nonetheless, was an immediate term reality in 2022.
The detailed audited financial statements printed later in this annual report also provide a view on the carrying value of our assets. Our Chairman has commented on various occasions on the fact that whilst carrying values reflect 3rd party technical valuations based on projected incomes in our hotels, we have demonstrated over time that a sale of such assets could typically fetch higher pricing given incoming buyers basing offers on a wider potential of the intrinsic real estate of our hotels. This was evidenced in 2019 when we, as operators of a four-star hotel in Prague, successfully sold this hotel on behalf of its owner, one of our institutional shareholders, for a value of €83.5 million versus its carrying value of €46 million. Likewise, we are now in the midst of a formal sales process of our Group’s own hotel in Prague, the Corinthia, where initial offers from reputable buyers are significantly in excess of the €89 million carrying value.
In this context, overall, we have been impacted by a very marginal net fair value loss of €3.8 million in our carrying value relative to our property asset values of €1,336 million, albeit relatively further impacted by exchange rate differentials in our Sterling and Rouble valuations for our London and St Petersburg assets respectively.
Taking a broader look, the ownership of hotels and commercial real estate, as distinct to the business of managing our own and partner hotels in return for fees, remains the bedrock of our financial stability. Ultimately, with this value being real and realisable, your Board has directed management to accelerate the process to crystallise gains on our real estate through targeted asset sales, focusing on Prague in 2023, and in the process utilising proceeds to retain healthy debt to value ratios, provide capital for further investment in new Corinthia-branded projects, and augment shareholder returns by cash dividends over and above capital value secured in property.
GOP owned hotels + select business units
GOP is a measure of our hotels’ operating income, which funds are required for the payment of such hotels’ financing and capital expenditure reserves. All our hotels’ performances improved dramatically year on year, as is expected, with some exceeding profits generated in 2019, mostly notable in London where demand and higher room rates have led to a GOP of just under €30 million. In Malta and Lisbon, our six hotels in these locations are at over two thirds the contribution generated in 2019 and well on track to a full recovery in 2023. Our other hotels in Prague and Budapest are recovering at a slower pace in terms of GOP, mostly caused by higher utility bills as explained earlier.
Russia
A word on our investment in St Petersburg is merited. IHI had acquired five properties on the city’s main boulevard in January 2022 by way of an amicable debt restructuring process involving the Government of Austria as creditor and various Russian state bodies as counter parties. The acquisition was shortly followed by a comprehensive refurbishment and reconstruction of the three main buildings in the assemblage, resulting in a new five-star Corinthia Hotel and a prominent commercial centre offering offices and retail areas for rent. The investment represents approximately 5.6% of the Group’s total revenue and 8% of the Group’s assets.
Throughout the years, we have become a responsible and proactive player in the city’s hospitality and commercial real estate sector, employing thousands of past and present committed colleagues who we consider members of our wider Corinthia family as much as anyone else in the Group. The conflict arising in 2022, and its repercussions on Russia itself, have been amply recorded. From our angle, as owners of property, which is different to being solely operators or franchisors, our focus is that of protecting our shareholders’ full ownership rights, as indeed several other hospitality companies owning property in the country have done. Our hotel and commercial centre thus continue to operate, with demand driven mostly from within Russia itself, not too dissimilar to the pandemic era. At all times, we have ensured and continue to ensure that we adhere to EU rules and regulations and of course, Russian legislation, acting with the advice and support of professional legal firms in Europe and within Russia. It is in this context, that upon advice, we acted rapidly to fully repay an outstanding loan totalling c. €40 million to a Russian Bank which was set to become subject to EU sanctions. This significant and unplanned claim on our cash reserves had of course bore down heavily upon our immediate term cash flow position, which we have mitigated partly, to the tune of €24.5 million, by tapping into EU-subsidised loans intended to support companies impacted by the conflict. Meanwhile, a restructuring of our corporate set up in St Petersburg is underway. On the other hand, our ability to identify €40 million at short notice is in itself testament to the financial wellbeing of the Group.
Refocusing
Following two years of emergency planning in relation to the pandemic and significant gaps in manning, the year under review has seen stability return to our operations on an operational front.
Our senior management teams, at IHI plc, at our operating company Corinthia Hotels, and within our owned and operated hotels, are largely back to full complement.
At corporate level, within the structures of IHI plc, we have reinforced our asset management, internal audit, risk, governance and compliance structures by adding resources and qualified personnel, at a time of personnel changes on your Board’s statutory audit and remuneration committees. The degree and quantum of regulatory oversight and reporting requirements is ever increasing and, as a plc, we are fully committed to fulfilling all our obligations in this regard.
One area in particular that is gaining relevance to our business is the area of sustainability, covering environmental, governance and social angles. We have in fact recruited a qualified Head of Sustainability positioned within Corinthia Hotels precisely to help formulate policies and coordinate our actions in this field, focusing on our hotel operations initially, and addressing this subject from the point of view of our customers and their expectations, our staff and their aspirations, our funders and their demands and our regulators and their parameters. A sustainability forum grouping senior team members from hotel operations, governance and engineering has in fact been put together to ensure that all our decisions and directions on sustainability practices permeate across the Group.
Within Corinthia Hotels [CHL], we retained our pre-pandemic policy of ensuring we have a full senior team that is world class and of sufficient band width to handle several more operations under management, worldwide. This is seen by us as an investment in our strategy to focus our growth on the provision of management services and our Corinthia brand to 3rd party hotel developers and owners. CHL will increasingly become a mainstay within the Group, and on current operations plus signed up new hotels under construction, we forecast EBITDA to near the €20 million target once these new hotels come on stream and stabilise their income. Furthermore, we want to grow further and are currently negotiating new contracts in several parts of the world.
It is with this growth in mind that we have re-assembled a world class team, longstanding local entrepreneurially minded managers, with a superb cadre of newer colleagues drawn from the world’s best companies. CHL is today comprised of divisions which cover:
• Operations, covering our involvement in the design and development of new Corinthia Hotels under development, as well as responsibility for current operations and support to all our hotel GMs, engineering, standards, quality and sustainability • Finance, covering procurement and IT • HR, covering culture and people • Commercial, covering revenue management, sales, PR and marketing, distribution and loyalty programmes • Business Growth, covering the sourcing of new opportunities and negotiation of agreements for new Corinthia Hotels under management.
Each of these areas is headed by a senior team member, supported by heads and directors responsible for particular areas of expertise.
The team is partly based in our head office in Malta, and in a parallel corporate office in a building CHL acquired in August 2022 in London, right across our own London hotel. We have also registered new entities in the USA and Italy to handle our upcoming operations in these countries, as well as opened a new office in Dubai to cater for our operating needs and support in the Gulf and Africa.
CHL’s 10% shareholding and membership of the Global Hotel Alliance continues to reap rewards, principally in generating bookings from customers of our partner hotel chains staying at our own hotels. The alliance, whose board is chaired by CHL for the current period, offers a common loyalty programme for over 25 hotel groups worldwide.
In parallel to focusing growth of the Corinthia Brand in the luxury segment by way of management agreements entered into by CHL, we have also taken the first steps to create a new brand, catering for the upper four star and lower five-star segment, a category known in our industry as the upscale segment. We are in the final stages of registering a new name worldwide. A new team, separate to that of CHL, is being assembled and the first operations under a new brand will be rolled out in 2024, initially by reflagging some of our owned hotels which today are operating without any Brand. As with the Corinthia brand, the new brand will be grown worldwide mostly by way of management agreements.
Finally, we wish to highlight the impressive growth and positioning of QP, our multi-disciplinary design, engineering and project and construction management company providing concept and detailed design, structural and building services, engineering services and construction management services. QP has supported IHI in its developments over the years and is now further expanding internationally in Europe, Africa and the Middle East.
Likewise, on the industrial catering front we have reorganised our senior management with a view to re-energizing this business.
Projects and Growth
In concluding this review, we wish to highlight the state of play in our ongoing Corinthia Hotel developments.
In Rome, Brussels, New York and Bucharest, we are in the advanced stages of construction and refurbishment. All these hotels are expected to open their doors sometime in the first half of 2024. All are being designed and developed to compete right at the top of their respective markets, in the luxury segment. The GMs for all these hotels have been identified and recruited and the process of pre-opening marketing and assembling teams has commenced. Further details on these hotels and their design and amenities are provided later in this report.
Likewise, design work and construction has started in our new Corinthia Hotels in Riyadh and Doha. In the latter destination, we have successfully opened the Corinthia Yacht Club and Golf Course in time for the FIFA world cup in Qatar in December 2022. The hotel, residences and beach club component of the Doha development, as the Riyadh hotel and residential project, will be completed for inauguration by 2025.
Closer to home, in Malta, the Oasis project is nearing design completion. Full permits are expected in 2023 and construction to commence in 2024. This landmark project will deliver a 162-key luxury Corinthia and 25 residences in a highly landscaped, low-intensity and low-rise environment, in keeping with the pristine nature of the northern shores in Malta.
It is apt to highlight that these new projects have brought along several new relationships to Corinthia, especially in the culinary field. In New York, we are teaming up with the famed Casa Tua restaurant and members club from Miami, who will open their New York operation at our hotel. Other famed restaurant brands, such as Kai from Mayfair, Carlo Cracco from Milan are joining the Corinthia ecosystem of restaurant offerings alongside our existing brand partnerships with the likes of Tom Kerridge in London. Whilst we have many homegrown brands and culinary talent inside the company, it also important to reach out and bring global names and partners into our hotels to compete at the luxury level.
Closing remarks
Dear shareholders, in concluding our management report, I wish to thank you, and your Board, for your continued support and confidence. We also wish to especially thank our Chairman for his steadfast and inspiring leadership, having founded and led the company from its humble beginnings in Malta 60 years ago. I also wish to pay tribute to our colleague Joe Fenech, a former co-CEO of mine, who sadly passed away in 2022 having provided decades of service to the company. Finally, a word of thanks goes to my colleagues in the senior team and each and every Corinthian across the many countries in which we operate. Our business is not only about real estate, but above all, about the spirit of Corinthia which provides a diverse, embracing and warm culture that allows everyone to pursue their careers, and our guests and customers to enjoy our services.
Signed by Simon Naudi (Chief Executive Officer) on 18 April 2023.
DEVELOPMENTS
ROME Former Headquarters of Bank of Italy. Built in the late 19 th century. OUR ROLE: Development Manager, Operating Lessee INVESTOR: The Reuben Brothers STATUS: Construction commenced, opening 2024 LOCATION: Parliament Square – AAA AMENITIES: 60 Keys, Restaurant, Lounge, Garden, Spa The Rome project remains on track. Design work is largely complete and construction is underway. Corinthia Developments International Limited is contracted to deliver the project, whilst Corinthia Hotels Limited is the operator and lessee.
BRUSSELS Formerly The Grand Hotel Astoria. Built in 1909.
OUR ROLE: Investor via NLI Holdings, Development Manager, Operator
STATUS: Construction commenced, opening 2024 LOCATION: Rue Royale – AAA AMENITIES: 121 Keys, Restaurant, Lounge, Garden, Spa Work is at an advanced stage on transforming the landmark Grand Hotel Astoria into a 121-key luxury Corinthia hotel. The super structure is completed and internal fit out is progressing. Corinthia Developments International Limited is contracted to deliver the project, QP as the project manager whilst Corinthia Hotels Limited is the operator.
DOHA The Corinthia Hotel, Yacht Club & Villas in Doha. OUR ROLE: Operator, Residential Branding INVESTOR: UDC of Qatar STATUS: Construction commenced, opening 2025 LOCATION: Gewan Island, The Pearl - AAA AMENITIES: 110 Keys, Yacht Club, Restaurants, Golf, Spa, Beach Club, Residential Villas Corinthia Hotels Limited has entered into contractual arrangements to provide technical services and manage a luxury hotel, residential serviced villas, a beach club and a yacht club on the iconic Gewan Island, part of the Pearl development in Doha. The Corinthia yacht club is now operational. The construction of the hotel has commenced and is well underway. RIYADH OUR ROLE: Operator, Residential Branding INVESTOR: Diriyah Gate Development Authority STATUS: Opening 2025 LOCATION: Diriyah, Riyadh, Saudi Arabia AMENTIES: 80 Keys, 10 Residential Villas, 5 Dining Outlets Corinthia Hotels will operate a hotel, residential serviced villas and five dining outlets under development at Diriyah in Riyadh, Saudi Arabia. The project forms part of the wider development of Diriyah, which is being regenerated into the Kingdom’s foremost historical, cultural and lifestyle destination. This will feature the establishment of more than a dozen, new premium hotels including the Corinthia. BUCHAREST Former Grand Hotel Du Boulevard. Built in 1867. OUR ROLE: Operator STATUS: Construction commenced, opening 2024 LOCATION: Bulevard Elisabet - AAA AMENITIES: 30 Keys, Restaurant, Lounge, Spa Work is proceeding on the redevelopment of the landmark Grand Hotel du Bulevard in Bucharest, where a luxury Corinthia all-suite Hotel is to be created. Corinthia Hotels will be the operator of the property once completed. NEW YORK OUR ROLE: Operator INVESTOR: The Reuben Brothers STATUS: Construction underway, opening 2024 LOCATION: Madison Avenue, Upper East Side - AAA AMENITIES: 100 Keys, 12 Residences, Restaurant, Lounge, Spa Works on site have commenced and the hotel is expected to start operating in Q1 2024. MALTA OUR ROLE: Developer, Operator INVESTOR: IHI p.l.c. STATUS: Detailed design underway LOCATION: North Coast of Malta - AAA AMENITIES: 162 Keys, Hotel Serviced Villas, Water Suites, Spa, 3 Restaurants, Multiple Pools A planning permit is expected to be in hand by end of 2023. Demolition of existing structures is completed and tenders for the development works should be issued in time to proceed with construction in 2024.
Directors’ Report -Year ended 31 December 2022
The Directors present their report on International Hotel Investments p.l.c. (the ‘Company’) and the Group of which it is the parent for the year ended 31 December 2022.
Principal activities
International Hotel Investments p.l.c. carries on the business of an investment company in connection with the ownership, development and operation of hotels, residential and commercial real estate. The Company owns a number of investments in subsidiary and associate companies (as detailed in the notes to the financial statements), through which it furthers the business of the Group.
Review of business development and financial position
Total revenue for the year under review increased to €238.2 million from €129.3 million last year, an increase of 84%. Total Revenue represents 89% of 2019 revenue figures. In reviewing this performance, it is important to note that the financial performance for 2022 was again partially impacted by COVID-19, in particular during the first quarter of the year and by the military conflict between Russia and Ukraine in February 2022. This conflict led to international sanctions on Russia and had an effect on the Group’s results and assets held in Russia as disclosed in Note 5.2 . The geopolitical situation between Russia and the west resulted in a drop in international business which consequentially delayed the recovery from COVID-19 in Russia. On a positive note, in spite of the situation in and around the Russian market, the hotel maintained the same occupancy levels as in 2021 in view of the local trade that the hotel always enjoyed.
On the strength of the increased revenue, the Group recorded a gain on operating results before depreciation and fair value of €51.7 million, an increase of €25.2 million from the operating results before depreciation and fair value movements of €26.5 million registered last year.
In 2022, the Group is reporting in its Income Statement, an overall exchange gain of €15.1 million, compared to a loss on exchange of €2.5 million the year before. This positive movement in exchange differences is mainly related to the St Petersburg property as the Rouble continued to recover. In May 2022, the bank loan on the property in St. Petersburg was fully settled resulting in a realised gain on exchange of €12.09 million and eliminated future exchange rate volatility from the Income Statement on this loan.
In 2021, on account of continued recovery from COVID-19 the Group recognized property uplifts of €79.7 million. In 2022, on account of further recovery, the Group recognized a further uplift on the property in London of €12.7 million. This uplift was offset by fair value losses recognized on the property in St Petersburg amounting to €9.7 million, following the hostilities by Russia on Ukraine and the ensuing sanctions which materially affected the business. In addition to the fair value loss recognised in the other comprehensive income on the hotel, the Group also recorded in its Income Statement, a fair value loss of €5.89 million on the St. Petersburg commercial centre.
The weakening of the Sterling in 2022 relative to the reporting currency of the Group, which is the Euro, resulted in a loss on translation of the investment in London. The Group recorded a combined currency translation loss of €22.6 million in Other Comprehensive Income, relative to a gain of €28.0 million registered in 2021.
The Group registered a loss on total comprehensive income of €20.3 million in 2022 against a gain of €65.0 million registered in 2021. The share of loss of total comprehensive income attributable to the shareholders of IHI amounted to €17.9 million for the year under review. The corresponding figure for 2021 was a gain of €21.5 million.
At 31 December 2022, the Group is reporting a negative working capital of €26.5 million relative to a positive working capital of €54.4 million reported in 2021. This position takes into account the repayment of a bank loan due in 2023 amounting to €29.0 million which is classified as a current liability as at 31 December 2022, discussions are ongoing to refinance this loan.
Future developments
As the Group continues to recover from the pandemic, we expect conversion ratios from Revenue to operating results before depreciation and fair value movements to continue to improve. This improvement is tempered by inflationary pressures, rising interest rates and tight labour market in consequence of the economic effects of the pandemic and the military conflict in Russia.
We continue to counter or minimise these pressures by retaining as many of the efficiencies and cost discipline gained during the pandemic.
The Group will continue with its strategy to handle several more operations under management worldwide through its subsidiary Corinthia Hotels Limited (CHL).
In Rome, Brussels, New York and Bucharest, we are in the advanced stages of construction and refurbishment. All these hotels are expected to open their doors in the first half of 2024. Likewise, design work and construction has started in our new Corinthia Hotels in Riyadh and Doha. In Doha, the hotel, residences and beach club component of this development will be completed for inauguration by 2025.
In Malta, the Oasis project is nearing design completion. Full permits are expected in 2023 and construction to commence in 2024.
Going concern
The Directors have reviewed the Company’s and the Group’s operational cash flow forecasts. Based on this review, after making enquiries, and in the light of the current financial position, the existing banking facilities and other funding arrangements, the Directors confirm, in accordance with Capital Markets Rule 5.62, that they have a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for the foreseeable future.
Principal risks and uncertainties
The Group started trading in 2000, undertaking a strategy of rapid expansion. The hotel industry globally is marked by strong and increasing consolidation and many of the Group’s current and potential competitors may thus have bigger name recognition, larger customer bases and greater financial and other resources than the companies within the Group.
The Group is subject to general market and economic risks that may have a significant impact on the valuations of its properties (comprising hotels and investment property). A number of the Group’s major operations are located in stable economies.
The Group also owns certain subsidiaries that have operations situated in emerging or unstable markets. Such markets present different economic and political conditions from those of the more developed markets and present less social, political and economic stability. Businesses in unstable markets are not operating in a market-oriented economy as known in other developed or emerging markets. Further information about the significant uncertainties being faced in Libya and Russia are included in Note 5 .
The Group is exposed to various risks arising through its use of financial instruments including market risk, credit risk and liquidity risk, which result from its operating activities.
The most significant financial risks as well as an explanation of the risk management policies employed by the Group are included in Note 42 of the financial statements.
Reserves
The movements on reserves are as set out in the statements of changes in equity.
Board of directors
Mr Alfred Pisani (Executive Chairman) Mr Richard Cachia Caruana (Appointed: 9 June 2022) (Senior Independent Director) Mr Frank Xerri de Caro Mr Moussa Atiq Ali Mr Hamad Buamim Mr Douraid Zaghouani Mr Joseph Pisani Mr Mohamed Mahmoud Shawsh (Appointed: 4 July 2022) Mr Abdulnaser Ahmida (Resigned: 4 July 2022) Mr Joseph Fenech (Demise: 3 August 2022)
Auditors
PricewaterhouseCoopers have expressed their willingness to continue in office. A resolution proposing the re-appointment of PricewaterhouseCoopers as auditors of the Company will be submitted at the forthcoming Annual General Meeting.
Signed on behalf of the Board of Directors on 19 April 2023 by Alfred Pisani (Executive Chairman) and Richard Cachia Caruana (Senior Independent Director) as per the Directors’ Declaration on ESEF Annual Financial Report submitted in conjunction with the Annual Financial Report.
Registered Office 22 Europa Centre, Floriana FRN 1400, Malta
STATEMENT BY THE DIRECTORS
STATEMENT BY THE DIRECTORS
INTRODUCTION
This report details the various actions taken by International Hotel Investments p.l.c. (the ‘Company’) as the parent company, and its subsidiaries (the ‘Group’) to enhance sustainability in terms of its operations and its activities related to corporate responsibility. As described in more detail in the annual report, the Group is a hotel and real estate developer and operator. The Group strives for sustainability in what it considers the three vital pillars for its continued growth:
• Environmental sustainability • Social Responsibility • Governance
The Group aims and strives to achieve the highest standards in the best sustainable way possible. It ensures that the resulting benefits are shared by its shareholders, clients and the community at large.
This report will delve into the ways the Group implements policies related to environmental protection, social responsibility, treatment of employees, respect for human rights, anti-corruption and bribery. SUSTAINABILITY
Sustainability for the organisation can be summed up as “the ability to use resources sustainably in order to improve the long-term viability of the business concern.” Using resources sustainably involves creating a positive interaction with the environment, people and society while ensuring no harm is caused. It involves a commitment to preserving resources for generations to come, ensuring their availability and continuity.
The Group has taken a strategic decision to intensify and holistically coordinate its sustainability efforts and has thereby introduced a new role within the organisation: Head of Sustainability. The post has been filled as of the beginning of 2023. The Head of Sustainability will be responsible for building on the group’s sustainability policies and initiatives, whilst creating a consolidated, structured, and measurable approach towards fulfilling the Group’s environmental, social and governance (ESG) obligations.
This role will be fundamental for the organisation to develop a sustainability strategy, covering all areas of organisational conduct by developing a framework within which action plans will be established for each business unit, and a methodology for the measurement of progress will be introduced. The Head of Sustainability will oversee the establishment of a small action team within each business unit to execute, control, monitor, measure, and report sustainability activity, and will communicate with all internal stakeholders as well as engage with external consultants to assist in setting up and enhancing the quality of the deliverables.
Overall, the Head of Sustainability is responsible for driving the organisation's sustainability agenda, ensuring that sustainability is embedded in the organisation's culture and operations to deliver tangible results that contribute to a more sustainable future.
In order to improve the sustainability of the organisation, the Company and its subsidiaries will continuously identify the pertinent topics that fall under each of the 3 main pillars of ESG and update the holistic strategic to tackle them simultaneously.
The following topics that will be given priority in 2023 include:
• Environmental
o Energy efficiency o Waste reduction - encompassing food waste, unrecyclable materials, packaging waste and hazardous waste o Use of renewable energy
• Social
o Consolidation of policies related to employee rights and conditions of work o Establishing ethical code for suppliers o Co-ordinating social initiatives within the local communities
• Governance
o Align measurement and reporting to ESG, CSRD and EU taxonomy requirements o Follow and implement local and EU directives in this regard o Coordinate and centralise control of sustainability initiatives already started by individual business units
The underpinning goals are to contribute to some of the 17 Sustainable Development Goals (SDGs) set out by the United Nations in 2015 for the 2030 Agenda for Sustainable Development. This has the underlying objective of promoting development that contributes to ending poverty, protecting the planet and ensuring peace and prosperity. The key SDGs that will have a relation to the company are, good health and wellbeing, good quality education, gender equality, clean water, affordable and clean energy, decent work and economic growth, resilient infrastructure, reduce inequalities, responsible consumption, climate action and life on land. All actions should contribute to one or more of these goals without adverse effects, all while tackling climate change and working to preserve our natural environment.
ENVIRONMENTThe main topics tackled over 2022 were related to energy efficiency in terms of operational improvements, use of renewable energy systems (RES), energy data collection, energy monitoring and analysis, water conservation initiatives and waste management strategies. All these measures had the objective of reducing direct and indirect CO2 emissions of the Group.
ENERGY CONSUMPTION AND EMISSIONSThe Group has further enhanced its procedures for energy data gathering with monthly utility data being collected and analysed. This procedure is standardised throughout the properties within the group and has helped to further improve energy management and reduce emissions. Further improvements in automated data gathering, sub metering and monitoring are also being rolled out and this first phase should be concluded in 2023. Further investment in automated data collection, monitoring and control systems are also being investigated.
The continued rollout of technologies and solutions, together with more concentrated operational measures, have increased overall energy efficiency and driven down relative emissions. Company policy and effective management of resources has had a tangible effect and although occupancy increased, the relative energy cost did not increase by the same proportion, as can be demonstrated by the KPIs with per Occupied Room (OR) data.
Note: Figures for fuel in 2022 have been reviewed and split by fuel source and by their main application, that is heating and hot water combined and other uses, mainly use for cooking in kitchens. A thorough review of source data led to a rationalisation exercise and data is now gathered in kWh due to the complications of variable specific energy of fuel that differs by country, season and supplier.
Total energy consumed for 2022 was 92,125,184 kWh notwithstanding an increase in occupancy across the whole Group. Occupancy increased by 74% as can be seen in the table below. The total CO2e footprint stands at 28,300 tons. Electricity generated by the PV plant was lower in 2022 due to a changeover where old systems were removed and new ones installed, such that there were many months where no PV plant was operational, with these only coming online in December 2022. Combined Heat and Power (CHP) generation has been separated from RES for ease of analysis.
The main uses of energy were for electrical reasons, making up 55.9% of total energy consumption, as can be seen in the tabulation above. This was followed by energy required for heating and hot water, totalling 42.19%. Energy used in kitchens was less significant, making up 1.17% of total energy consumption, and CHP only contributed 0.64% which was primarily attributed to the CHP in London. Fuel for transport was mainly affected by an increase in use of petrol in Tripoli due to the security problems in the country and the need to provide secure transport for guests and staff. Notwithstanding, fuel consumption attributed to transport remains minimal, with a contribution of only 0.1% of total energy use.
The main fuels used in 2022 were natural gas at 33.26% of total energy followed by light heating oil (LHO) 8.59% used mainly for boilers in Malta hotels with LPG at 2.15% of total energy use. Absolute values in kWh can be seen in tabulation above.
The CO2 equivalent emissions footprint followed closely the energy consumption use but due to different CO2e content, was slightly different. In fact, in 2022 electrical energy source remained the main contributor with 68.79% of the total CO2e footprint with 19,468 tons, followed by natural gas with 22.05% and 6,240 tons.
Note: The analysis methodology was refined to set main KPI as the Direct Energy per Occupied room (OR) as this is more representative of the performance of the properties.
In the year under review, the total energy consumed decreased from 225.15 kWh per occupied room in 2021 to 153.24 kWh per occupied room in 2022. This is a drop of 32%. The corresponding CO2e decrease was 19.98 Kg/OR. Non-transport fuel decreased by 37% while electrical consumption decreased by 26%. The main reason for this was twofold:
• Inherently higher efficiencies as occupancy levels increased due to a reduction in the base load effect and a drive within the group to reduce energy consumption by fine tuning operational parameters; and • Taking all measures to eliminate energy waste.
A program for the renewal of the plant that offers higher energy efficiency equipment is being studied, as well as add-on solutions to the plant and building envelope that would result in a further increase in energy efficiency. Reduction in energy use while increasing efficiency lowers operational costs and increases sustainability of the business while reducing CO2e footprint.
Note: The analysis methodology was refined to set main KPI as water per guest as the relationship between water use is linked directly to number of guests rather than occupied rooms.
The Group efforts to reduce water consumption resulted in an overall drop of 5% from 2021 figures. This drop was notwithstanding an increase of 412,616 guest stays across the group. Thus, the water per guest decreased by 44% in 2021. This is thanks to the successful deployment of the following measures;
• The constant monitoring and metering of consumption • The increase in the collection and consumption of second-class water • The installation of twin-flush cisterns within toilets and reducing the water used in toilet flushing by either adjusting the vacuum flush mechanism or installing toilet tank displacement devices • The installation of water tap pressure reducer • The introduction of frequent pipework inspection and immediate fixing of water leaks • The reduction of laundry load tonnage by using bath towel change cards • The encouragement of water efficient behaviours during technical and operational visits.
In 2022 there was no recycled water as the existing sewage water recycling plant remained inoperative due to problems of support and a lack of parts. This will be addressed in 2023 but substantial capital expense will be needed. Further studies are being conducted into the possibility of increasing the rainwater catchment and/or grey water systems to produce and use second-class water for irrigation and other domestic uses, such as water for toilets.
MANAGING WASTEThe Group is keeping abreast with increased waste regulations as they fold out throughout the territories where the Group’s Hotels are sited. Notwithstanding the great differences in these regulations the Group strives to be ahead especially where the regulations are lacking. A focus on reduction, recycling and reuse is adopted throughout all the Groups operations.
Note: In 2022 the Group started to quantify and record used kitchen oil that is being collected separately and sent for recycling. Despite a 71% increase in the number of guests, the results of 2022 show a more moderate increase of 15% in overall waste production. This shows an improvement in efficiency as the increase is far less than the increase in activity. This signifies that the best practice recommendations are having a positive effect on operations with regards to waste.
Despite this, the Group is committed to further improving and seeking better data collection methods for waste, as often they rely on waste subcontractor measurements, which can be problematic. In addition, the Group will continue to study and seek solutions that allow for the reduction of waste generation and better possibilities for recycling and reuse.
CURRENT INITIATIVESThe Group focused on Energy Efficiency by initiating a number of operational measures for reduction of energy waste:
1. Low occupancy hotels which have zoned systems must close off sections of the hotel and operate using the minimum number of sections possible at all times. During these periods the following apply: a. In closed off sections only minimal water circulation should be kept, to ensure against freezing of pipes. Keep minimum 15˚C. b. All Fan Coil Units (FCU) to be stopped. c. Only one circuit of lighting to be left on for security/safety reasons. d. Fresh air supplies to be limited to 6 hours a day – all Air Handling Units (AHU) to be stopped otherwise e. Flush toilets once per week 2. Optimise kitchen hours and ensure that only equipment being used is switched on. 3. Reduce dishwasher operating hours to operate on full load only. 4. Switch off 50% of lifts for both public and service use. 5. Reduce laundry hours and ensure that loads are maximised, and other equipment operates strictly when and as needed. 6. Saunas and steam rooms to be operated on demand. 7. Operating temperatures to be as follows: a. Lobbies and public areas – 19 ˚C in heating – 25 ˚C in cooling. b. Guest rooms & meeting rooms – 23 ˚C in heating mode – 21 ˚C in cooling. c. Chiller set point 9 ˚C. d. Kitchens 26 ˚C. e. Back of House (BOH) 19 ˚C in heating and 23 ˚C in cooling. 8. Water pressure to be reduced from pump side to 3.5 bar for both hot and cold water. For high rise buildings ensure you have 2 bar minimum at guest room shower. 9. Where the Building Management System (BMS) is in operation cycle ALL circulation pumps (hot water, cold water, cooling/heating and pools) 30 minutes ON and 30 minutes OFF between 23.00 and 05.00 every night. 10. Where possible use cold fresh air to cool areas such as kitchens and the gym through the AHUs. 11. Stop all public area AHUs between 23.00 and 05.00. 12. Distribute the storage of cold room items into the least number of fridges/freezers and switch off as many as possible. Reduce stocks levels to achieve this where possible. 13. Lighting in all BOH areas particularly loading bays and garages to be minimised from 21.00 to 05.00 leaving a minimum amount of lighting for CCTV safety and security purposes only. 14. Check water flushing volume and reduce to a maximum of 12l/flush by adding ballasts in flushings (these can be similar to mineral water bottles filled with sand). 15. Monitor utility consumption on a daily basis and investigate any anomalous consumption immediately. 16. Keep outside doors closed to avoid heating/cooling loss. 17. Housekeeping to ensure the rooms in use are fully switched off after cleaning. 18. Security and maintenance personnel to ensure all areas are switched off during patrols.
The Group also continued the rollout of its Hotel Energy management system EDGE MARS in 5 Hotels. This digital energy management system uses AI and machine learning to identify opportunities to improve energy performance and optimise central plant and other site equipment whilst improving guest comfort. Corinthia Budapest Hotel The Building Management System (BMS) installation was delayed and should commence in February 2023 this will allow for a reduction in energy consumption of between 8 – 10 per cent per annum. The hotel will commence EDGE MARS in February of 2023 with planned registered savings. Corinthia Lisbon Hotel The hotel commenced EDGE MARS in July 2022 with registered savings over the following months. Corinthia London Hotel An energy audit was carried out in conjunction with GALP (a Portuguese-based company) the indicated savings are an overall of 28% over both Natural gas and Electricity. Corinthia St Georges Hotel The hotel commenced EDGE MARS in January of 2021 with registered savings over all of 2022. Installation of the 118 kWp PV plant started in Q4 2022 with connection planned for January 2023. The PV plant is estimated to generate 202 MWh per year. Corinthia Tripoli Hotel A new borehole system for chillers has been commissioned and testing of the borehole has started with cost impact evaluated once results are known. Corinthia Palace Hotel Installation of the 232 kWp PV plant started in Q4 2022 with connection planned for January/February 2023. The PV plant is estimated to generate 364 MWh per year. Corinthia St Petersburg Hotel The hotel commenced EDGE MARS in November of 2021 with registered savings over all of 2022.
Marina Hotel The 161 kWp PV system was installed and connected by December 2022. This plant is envisaged to generate 245 MWh per year.
Radisson Bay Point Hotel The hotel commenced EDGE MARS in July of 2022 with registered savings over all the rest of 2022. Installation of the 165 kWp PV plant started in Q4 2022 with connection planned for January 2023. The PV plant is estimated to generate 268 MWh per year.
Radisson Golden Sands Hotel The PV system was delayed due to planning requirements due to its location in a rural setting. An upgrading of the BMS system was started and is expected to be completer Q1 2023.
SOCIAL AND EMPLOYEE MATTERS
EMPLOYEES The Group employed 2,467 full-time and temporary (part-time) employees in 2022. Of these, 1,966 were fulltime (FTE) (1,491 FTE in 2021) and 501 were part-time (PTE) (532 PTE in 2021). In 2022, the workforce was composed of 1,290 male permanent staff, that is, 61 per cent of FTE (990, that is, 59 percent of FTE in 2021) and 167 male temporary staff (that is, 49 per cent of PTE) compared to 198 (55 per cent of PTE) for the previous year. The number of female temporary staff read 177 (that is, 51 per cent of PTE) for the year under review compared to 160 (that is, 45 per cent of PTE) in 2021.
The number of Maltese nationals, both FTE and PTE, in the Group amounted to 765 (780 in 2021). Of these, 486 (that is, 57 per cent) were male and 279 (that is, 36 per cent) were female. The number of non-Maltese employees, both FTE and PTE, read 1,703 (1,259 in 2021). Of these, 971 (that is, 57 per cent) were male and 732 (that is, 43 per cent) were female. Some units within the Group have a unionised workforce.
It is the Group’s philosophy to invest in the learning and development of its workforce. It firmly embraces the practice of giving each willing and able employee the opportunity to grow and to be promoted to leadership positions.
Managers are expected to lead by example, to treat their immediate reports in a caring manner, with dignity and respect. Employees in leadership positions are expected to act as coaches rather than bosses and to engage in meaningful conversations with their immediate reports with a view to evaluating performance and behaviour, as well as discussing career progression.
Given that the Group operates businesses in multiple destinations, employees with potential for further development are given the chance to undertake cross-exposure programmes and management traineeships. Additionally, throughout the year, employees are provided with various in-person and online learning programmes aimed at fine-tuning their operational know-how and contributing towards their personal and professional development.
On an ongoing basis, employees at all levels, be it operative, supervisory, middle, and senior management are given equal opportunity to receive education and training in generic and specialist skills to ensure knowledge and the proper execution of the duties and responsibilities associated with their respective job. Training is provided in-house or via third party training service providers. DIVERSITY
The Group is committed to inclusion and diversity in the workplace and in the promotion of equal opportunity in employment regardless of age, disability, gender reassignment, marital or civil partner status, pregnancy or maternity, race, colour, nationality, ethnic or national origin, religion, belief or non-belief, sex, or sexual orientation (Protected Characteristics) or any other characteristics identified by local law and regulation.
The Group is an equal opportunities employer and understands the importance of family life. It supports parents by facilitating parenting through family-friendly measures, including parental leave to both male and female members of its workforce.
The Group ensures the health and safety of clients and employees at all its entities and on all its premises. The Group continues to upgrade the physical security systems in all its properties. In fact, it has invested significantly in enhanced security systems and practices in those jurisdictions which are considered of high risk.
To standardise procedures for handling security concerns in the various jurisdictions where the Group operates, operational emergency action plans have been developed to comply with local and international health and safety standards. These standards are rolled out across its operations and updated on a regular basis.
The Emergency Action Plan is split into three sections namely:
• Preparing for emergencies/crises; • A security assessment toolkit; and • Dealing with emergencies.
Crisis management plans and business continuity plans have been completed for all our opened properties in 2022. Training is to be finalised Q1 2023.
During 2022, system upgrades have remained a major priority and mainly focused on:
• CCTV systems • Guest rooms’ door lock systems • Scanning machines; no changes in 2022 • Undertaking of security risk assessments • Sanitising equipment to mitigate Covid-19
Throughout its operations, the Group encourages its employees, through constant communication and rigorous training to promptly report any risks so that they can be addressed as they arise.
A new health and safety management system is in process of development to meet today’s International Health & Safety requirements. The new management plan will include a new health and safety policy, general statement of intent, new implementation arrangements, risk assessments, safety checklists, statutory compliance (e.g. service and maintenance regimes etc…). The management plan is in process to be digitalised so that related work can be completed online via desktops & via the shield’s safety app. The new Health & safety plan is scheduled to be launched Q3 2023 and will start with the properties in Malta.
After completion of implementation of health and safety management system, the leisure safety program will be developed and launched including new swimming pools operating policy (normal operating procedures NOP and specific pool emergency action plans EAP). The implementation will capture all the above-mentioned elements: new operating policy, (NOP +EAP) specific risk assessments, statutory checks, etc. To be implemented latest Q4 2023.
The existing security policy and procedures document that was issued in 2014 and is being reviewed and updated. A vulnerability assessment & physical security risk assessments program will be launched in 2023.
During 2022 the Group has continued with its drive to increase food safety awareness which is considered to be a major operational risk in the hospitality sector. It continues to sponsor robust systems to ensure compliance to its high standards.
Where appropriate, the Group has sought to base its food safety management systems on Hazard Analysis and Critical Control Points (HACCP) which is a tool to assess hazards in the food chain and establish control systems that focus on preventing these hazards thereby ensuring the safety of food.
Food service employees are trained in food hygiene, allergen management and HACCP related to their responsibilities. Employees are trained and made responsible for ensuring strict adherence to Group food safety standards.
Management assumes the role of supervision of all food service employees for compliance and conformance with the Group food safety policies and standards. Compliance with these standards is regularly monitored by third party auditors to ensure that clients are served and provided with safe and wholesome food.
Following the leisure safety implementation, a new food safety policy will be established, created by Environmental Health Practitioners in the UK in line with international HACCP requirements. To be implemented latest Q4 2023.
Corporate initiatives started in 2021 were still being rolled out in 2022 and work started on other areas such as guest amenities and soaps to ensure that the Group is more eco-friendly by the end of 2023.
ONGOING GROUP INITIATIVES
FOOD & BEVERAGE
• ‘Dive-Easy’ cold-water soaking for effective and safe cleaning of highly carbonised kitchen items. Dive-Easy will reduce cost for heating water and provide a much safer and efficient solution.
• ‘IntelliDish’ online monitoring for large dishwashing machines. IntelliDish will reduce cost for water, energy and chemicals and help increase efficiency of machine utilization.
HOUSEKEEPING AND LAUNDRY
The ‘Efficient Housekeeping Programme’ based on innovative microfibre technology and ergonomic cleaning tools will reduce chemical consumption and deliver better cleaning performance at less time and with more ergonomic working conditions for the room attendants.
TASKI floor cleaning machines deliver innovative technology to enhance ease- of-use with these cleaning machines using an innovative ‘whisper-technology’ which delivers carpet vacuuming at lowest noise with TASKI aero. These machines also offer innovative encapsulated carpet shampooing with TASKI pro carpet machines which will reduce turnaround time of carpets to reduce labour cost and time.
In the laundry areas, innovative solutions such as CLAX Advance low temperature technology will deliver lower water and energy cost. The fabric spotter kits of CLAX Magic will enhance ease- of-use for the laundry teams. State-of-the-art dispensing and dosing system are provided for laundry operations which helps operations to monitor online the energy and water consumptions in reaching the optimum efficiency levels.
Corinthia Lisbon Initiatives
Corinthia Lisbon started a number of eco-sustainability purchasing measures in 2022:
• Replaced 1598 plastic minibar bottles with glass bottles, resulting in a savings of plastic waste. • Replaced plastic cocktail stirrers with wooden stirrers, resulting in a savings of 19,000 units of plastic waste. • Replaced plastic straws with wooden straws, resulting in a savings of 10,500 units of plastic waste. • Replaced 200kg of plastic bags used for guests' clothes with paper, with half of them still in use until a suitable replacement for suit holders is found. • Replaced plastic single servings of butter with foil-wrapped butter, resulting in a savings of 1081 kg of plastic waste.
A number of other projects were planned for 2023;
• Replace 5,250 mini bar coasters with more professional units • Replace 0.33cl plastic bottles with 13,212 Tetra packs
Corinthia London
Corinthia London started a number of interesting measures in 2022:
Recyclable coffee pods Introduce recyclable coffee pods in guestrooms to reduce overall waste, with maids collecting the pods for recycling. Anticipated impact: recycling up to 47,000 capsules per year (2022 volumes) with an equivalent of 9.4 tons of CO2e.
Sustainable packaging bathroom amenities Purpose: Introducing new packaging for bathroom amenities 100% recyclable and plastic free. Scope: plastic wrapping will be removed from all bathroom amenities and new seal to be implemented. Measurable impact: plastic packaging to be removed in more than 52k bathroom amenities (based on 2022 volumes) equivalent to approx. 10.6 tonnes of CO2e.
Coffee waste management Purpose: Recycling of coffee waste from all Food and Beverage outlets. Scope: Weekly collections of coffee waste are arranged in partnership with First Mile Ltd to be transformed into biofuel for use in BBQs and chimneys. Measurable Impact: Reduction of general waste and increased recycling of coffee grounds.
Take back project Purpose: To reduce cardboard intake by liaising with suppliers to reuse boxes. Scope: Drivers are requested to remove food items from boxes and rearrange them on designated food delivery trolleys. Cardboard boxes should be taken back to the depot for reuse. Measurable Impact: Reduction in CO2 emissions from waste collectors and recognition for sustainability efforts from a governmental body.
Food Supplier selection Purpose: Ensure the procurement of fresh produce and proteins from sustainable sources: Scope: Focus on sustainable farming and practices in 2023 when selecting suppliers, requiring relevant information and on-site visits to assess practices. Measurable Impact: Responsible farming prevents depletion of natural stock, sustaining species and replenishing necessary levels for sustainability.
SOCIAL AND COMMUNITY ACTIVITIES
Throughout 2022, Corinthia has lived up to its ideals of helping those in need. Members of the staff all across the Group and associated companies have been vigorously present in noble activities, often forgetting their own pressing personal needs.
MALTA
CORINTHIA ST GEORGE’S, MARINA HOTEL, RADISSON ST JULIANS
In October, the team at Corinthia St George's Bay, in collaboration with Nature Trust, took part in a clean-up in the Pembroke area to raise awareness of sustainability and a more ecological future. Over the summer, employees across the three Corinthia St Julian’s operations joined forces to raise money for the Foundation for Social Welfare Services – Children’s Unit, an important cause that continues to make a tangible difference to many young lives.
They also held a Pink October Fundraising event in which the three St Julian’s hotels raised awareness and funds for The Marigold Foundation - Malta, a local non-profit organisation whose objective is to empower people and strengthen voices positively. The initiative, called 'know your apples,' is intended to promote screening and prevention of cancer.
RADISSON GOLDEN SANDS
Radisson Blu Resort & Spa, Golden Sands supported through donations the SOS Children’s Village, which provides a typical family environment to children who have lost or are at risk of losing parental care; Ajay Shrestha, a young Nepalese who died in a traffic accident in Malta; Puttinu Cares; Len and Jacob Wellness Fund (Nine-year-old twins Len and Jacob who have a rare disability); Life Network Foundation Malta, which fosters a culture that embraces and celebrates every human life; and Food Bank Malta Foundation whose motto is ‘We believe no child or adult should ever experience hunger.’
CZECH REPUBLIC
CORINTHIA PRAGUE
Corinthia Prague collected gifts for children in the foster home Klokánek, a facility for children requiring immediate assistance. Its mission is to protect the child when separated from parents and other loved ones and support the child's contact with family and other loved ones during the child's stay in the facility. Corinthia Prague also organised a St Nicolas Christmas Party for the children of all hotel employees and sponsored a conference of orphanages’ directors.
November saw a well-organised initiative of blood donation by hotel employees. One cannot omit a collection of gifts for children for Klánovice Children’s Home and vouchers offered in fundraising activities to support social causes.
Corinthia Prague hired some new colleagues and provided a temporary complimentary accommodation as these were refugees from Ukraine. They also accommodated a colleague's family for a week - also refugees from Ukraine - and offered 60 rooms to refugees from Ukraine for a special rate. This was organised by the Association of Hotels and Restaurants and paid for by the government.
Corinthia Prague offered a special rate to its corporate clients, allocating their employees from Ukraine to the Czech Republic.
HUNGARY
CORINTHIA BUDAPEST
Corinthia Budapest donated over 500 kg of clothes to the Red Cross. It also co-sponsored the Burns Charity Supper, which raised more than 28,000 euros. The Burns Suppers, organised by the Robert Burns International Foundation, have been held in the ballroom of the Corinthia Hotel, Budapest, since 2004. The Foundation’s mission is to help sick and underprivileged children in Hungary. It also hosted a St George Charity event, which raised more than €5,000.
LIBYA
CORINTHIA TRIPOLI
Corinthia Tripoli once again resorted to humanitarian ways to assist staff and their families who found themselves in financial and humane difficulties.
PORTUGAL
CORINTHIA LISBON
They donated meals to Acreditar (responsible for monitoring the legislative situation for supporting children with cancer and their families) during the COVID-19 pandemic. Corinthia Lisbon gathered supplies, medicines, and clothing for the Ukrainian refugees in Portugal and also hosted two Ukrainian families at two hotel apartments. Donations were also made to Cruz Vermelha Portuguesa (Portuguese Red Cross): Toys and clothing were collected by Corinthia Lisbon employees and their families throughout the year and donated to Cruz Vermelha Portuguesa. Miguel, a four-year-old boy with cerebral palsy, received tender love and attention. The therapy and physiotherapy sessions were paid for with plastic bottle caps collected in the hotel's restaurants, rooms, and other areas.
Local Police and Firefighters were also kept in mind. Throughout the year, meals were donated to local firefighters. Food, goods, and coffee machines were also presented to local police officers and stations. The hotel has a food waste-control programme in place. Every day, untouched leftover food is collected and donated to Refood Benfica who helps the neediest.
RUSSIA
CORINTHIA ST PETERSBURG
For over nine years, Corinthia St Petersburg has supported SOS Children's Villages, an international non-profit, non-governmental charity organisation helping orphans. Each December, Corinthia St Petersburg hosted a charity event for kids with a creative masterclass, sweet treats, and music. This year, they organised a traditional festive event. Children made New Year and Christmas greeting cards in a master class with St Petersburg fashion designer Asya Kogel.
Corinthia St Petersburg donated a significant amount of items, such as curtains, pillows, bed linen, sofas and furniture items, etc., to several city charity organisations in St. Petersburg, including Malteser Hilfsdienst for homeless and poor people; St. Petersburg Center for supporting homeless people; Nursing Homes Care and Kind Hearts; an orphan house for disabled children and adults in Peterhof city and the Charity organisation Perspectives, which helps children with disabilities in orphanages and daycare centres.
In 2022, traditional support was offered to the International Women’s Club with a gift voucher for the lottery in their charity Winter Bazar.
UNITED KINGDOM
CORINTHIA LONDON
Last year Corinthia London partnered with one of the top rate consultancies called BRE to work with them on a proper CSR strategy for an all-encompassing approach, including responsible sourcing, sustainability, philanthropy, charity, staff welfare, social community engagement etc. Corinthia Hotel London’s commitment was formulated earlier in 2022 after the work with BRE was completed. They now have a core CSR committee which consists of four Executives who have taken the responsibility of bringing this CSR promise into practice. Its commitment as a Hotel was formulated earlier in the year.
CORINTHIA CATERERS
For several years, Corinthia Caterers have been helping Dar il-Kaptan Foundation for Respite Care services to anyone with a disability, irrespective of their condition or financial situation. They attend to the Foundation’s catering needs when they want to hold a party or for their Christmas festivity. Furthermore, Corinthia Caterers took the initiative to collect a sum from staff members and presented a handsome amount to Dar il-Kaptan.
COSTA COFFEE
Costa Coffee is highly geared toward social and community activities. Joining forces with Sigma Foundation, Costa Coffee Malta assisted Costa Foundation in raising funds for water conservation equipment for two schools in Ethiopia. These countries were also coffee-growing communities, which Costa wished to support and ensure their sustainability. One school in Wote had just been upgraded by the Costa Foundation and now requires a water reservoir of 5m3. This water will benefit over 1400 students and teachers. The second project funded by Costa Coffee is Adeyi school, which involves water tanks and water points for the school and community, a new spring and 7 km of pipeline and several trainers to benefit a total of 7540 members of communities and students.
In May 2022, Costa Coffee Malta organised a walk of 120 km from Sarria to Santiago de Compostela, collecting over €2,200 to help build a school in Bonga, Ethiopia, which should be inaugurated in early 2023. A considerable sum for the Costa Foundation was also raised during a barbecue for staff families, and friends served by the management. International Coffee Day was celebrated from the 3rd to the 7th of October by donating 10% of all Cappuccino sales to the Costa Foundation. Furthermore, during Barista of the Year, a raffle was held, with ticket sales added to the fund.
Costa also played its part in L-Istrina 2022, a very successful televised marathon collection of funds for good causes headed by the President of Malta. Throughout December, its Loyalty Club members were encouraged to donate their points to be transferred into cash and contributed to L-Istrina. The Costa team also set up a Coffee Cart and served hot drinks to all volunteers throughout Boxing Day during the televised marathon.
QP
CSR Focus Group is made up of 13 colleagues. The Focus Group actively organised several initiatives. QP managed to put together a considerable monetary donation for Caritas, which in collaboration with Caritas International, collected funds to financially assist people in Ukraine for:
• Provision of food, water, accommodation and personal hygiene items; • Helping vulnerable people to join their relatives who were living in safe areas; • Developing recreational spaces for children to participate in sports and activities that alleviate some of the psychological distress they were going through.
A direct channel of communication and collaboration was made with the Consulate of Ukraine in Malta. Items such as food and hygiene items were delivered and made available to both Ukrainian nationals seeking refuge in Malta and others overseas in neighbouring countries of Ukraine. A team member forming part of the Red Cross Organisation performed voluntary work for two weeks at the front between Poland and Ukraine. He was supported by the company and a couple of colleagues who donated vacation leave from their respective unutilised leave.
Ronald McDonald House Charities Malta (RMHC Malta): A collaboration with RMHC Malta has been discussed. RMHC hosts educational and specialised support programs to give children facing intellectual, developmental or social challenges the essential life skills they need to thrive. QP shall assist with the digital documentation of the new Learning Centre in Qawra. In addition, it is in discussions to use the facilities during departmental staff meetings and team building activities.
SOAR Hub: SOAR is a peer-support service which supports women and children survivors of domestic violence who are trying to restart their lives in the community. The service is led by qualified and trained survivors. SOAR offers a range of services, programmes, projects and activities. It runs a support group with weekly social, creative and learning group activities. The collaboration proceeded during 2022 with QP’s direct assistance and support. Discussions are now underway to support further by providing detailed drawing packages, schedules and specifications, as well as associated Bill of Quantities, which shall be used for the funding application and tender process for the selection of contractors. QP shall review and advise regarding permit conditions relating to the Heritage Superintendence and follow up on the validity of the Restawra Darek grant. PA and BCA documentation will be prepared before the commencement of work. Condition reports for the neighbouring properties will need updating closer to the commencement date of works.
GOVERNANCEThe Group believes that strong governance processes ensure that delivery on performance with sustainability topics are integrated into and not separate from the business.
The Board plays an essential role in determining strategic priorities and considers sustainability issues as an integral part of the business oversight. The Audit Committee assists the Board in providing more focussed oversight for the Group’s policies, programmes and related risks that concern key public policy and sustainability matters.
The Chairman of the Audit Committee and the President of the Social Committee oversee the implementation of the established agendas for the year. Regular meetings with functional committees and employee representatives are carried out to ensure that agreed upon goals for the year are achieved.
The Audit Committee met 12 times during 2022 with detailed minutes being kept of all proceedings and decisions taken.
SUSTAINABILITYThe Group has a clear agenda that is being driven forward with great commitment and a clear business focus. Sustainability is key in this and is an important driver of the Group’s operational and financial development in the long term. Not only will the new role of Head of Sustainability be fundamental in making this a successful journey but will also increase value by helping to create resource efficient properties and operations that reduce the Groups climatic footprint notwithstanding the forecasted growth. All 3 pillars of Sustainability will be addressed thus we will strive to continually improve our environmental performance whilst also enhancing our interaction with Society and fine tuning our Governance. The Group is focusing on integrating sustainability in a strategic and structured way throughout the diverse property and operations portfolio.
RISK MANAGEMENTThe Group has a Risk Management Committee, which is responsible for:
· Building a risk aware culture; · Developing and recommending a risk management framework to the Board; · Coordinating and reviewing the risk assessment, evaluation and response processes; and · Monitoring and reporting on risk performance.
The Committee composed of senior management executives with diverse backgrounds and expertise in their respective fields are responsible for overseeing the implementation of policies and practices aimed at enhancing the compliance framework in the Group.
To provide an effective structure for managing risk across the organization, a Risk Management Policy has been established to formalize and communicate the approach towards risk management.
The Group has adopted a standard methodology, based on the International Risk Management Standard ISO 31000:2009 and the COSO (Committee of Sponsoring Organisations of the Treadway Commission) standard for Enterprise Risk Management, to guide its risk management practices.
Through an effective risk management framework, which includes key Group policies, the organisation proactively identifies, mitigates, and manages principal business risks.
Recognizing the importance of sustainability as a risk factor, the organisation has incorporated sustainability risks in its Group Risk register, which assesses the principal strategic and operational risks affecting the organization.
BUSINESS MODEL RISK MITIGATION
The Company’s business model and value creation strategies have a number of pillars at their core, these being:
i The protection and enhancement of capital value in its real estate holdings; and ii The generation of cash flows and profits through its operating; and businesses in achieving pre-determined goals.
In achieving these targets, the Group has a number of areas of expertise and focus, including:
a. Expertise in hotel and real estate acquisitions and development; b. Expertise in global marketing, technology, operations and HR under-pinning the Group’s brand operations, worldwide; and c. The Group also ensures that it has a diversified view of risk and have a diversified role in the hotel industry, unlike most hotel companies which are focused on one or the other of the following i.e: a. As investors in hotels, b. As developers for capital gain in hotels, both owned and third-party investments, d. As operators and technical service providers of hotels, both owned and third-party investments with each role contributing towards cash flows to the Group, and asset values, e. The Group has a presence across diversified jurisdictions with investments and/or operations in the US, the UK, the EU, the Russian Federation, the Middle East and Mediterranean regions, and is now venturing into new areas including China and Africa, f. v. The Group has a diversification of sectoral focus, by adding non-hotel commercial and residential real estate rentals and developments, in addition to the main focus on the hotel industry; and g. vi. The Group has diversification policies with investments in project management and industrial catering.
Based on all the foregoing, the Group believes that it has a coherent strategy that is ensuring that value being created in real estate, operating businesses and brand is coherent, well-resourced and balanced geographically and by sector.
ANTI-FRAUD AND WHISTLEBLOWER POLICY
The Group’s set of values underpins its high standards of ethical conduct. It respects human rights, embraces diversity and stands firm against corruption. In September 2014, the Group introduced The Anti-Fraud and Whistleblower Policy. This was drawn up by the Audit Committee with the purpose of minimising the risk of fraud and maintaining integrity in the Group’s business dealings. The Anti-Fraud and Whistleblower policy is implemented in all the jurisdictions where the Group operates.
The primary objectives of the policy are to:
· Provide a clear and unambiguous statement of the Group’s position on theft, fraud and corruption; · Minimise the risk of fraud; · Enhance the Group’s governance and related internal controls; · Standardise business activities; · Maintain integrity in the Group’s business dealings; and · Establish procedures and protections that allow employees of the Group and members of the public to act on suspected fraud or corruption with potentially adverse ramifications and to achieve the legitimate business objectives of the Group for the benefit of its shareholders.
The Policy also outlines the systems that facilitate reporting of misconduct and the procedures to investigate and resolve malpractices. As a Group which values good governance, it remains committed to ensuring that its staff act within the utmost integrity through training and well-defined guidelines and procedures.
The Policy has been widely distributed and is currently available on the Group’s website www.corinthiagroup.com. There have been no cases reported under this policy in 2022.
The GDPR policy extends scope of the EU data protection law to all foreign companies processing data of EU residents. It provides for a harmonization of the data protection regulations throughout the EU, thereby making it easier for non-European companies to comply with these regulations.
The Group considers personal data as any information relating to an individual, whether it relates to the individuals private, professional or public life. It can be anything from a name, a home address, a photo, an email address, bank details, posts on social networking websites, medical information, or a computer’s IP address.
Under the GDPR policy, the Data Protection Reporting Officer (DPRO) is under a legal obligation to notify the Supervisory Authority without undue delay. The reporting of a data breach must be reported to the Office of Information and Data Protection Commissioner (ICO) within 72 hours of the data breach being discovered. Individuals have to be notified if an adverse impact is determined.
The expectation is that data privacy governance will continue to be strengthened with more robust reporting to the Board, and stronger control structures established to ensure that the Group, its employees and third parties are aware of their respective obligations under the GDPR and other data protection legislation.
The conditions for consent have been expanded in terms of GDPR. In particular, the Group needs to be able to demonstrate clearly how the individual provided consent to data processing. Mechanisms for obtaining and documenting consent are thoroughly reviewed and amended as appropriate to reflect the additional requirements of GDPR.
The information disclosure requirements have expanded considerably, and in particular individuals need to be informed of the legal basis for processing their data, their rights as data subjects, data retention periods and that they have a right to complain to The Office of the Information and Data Protection Commissioner if they believe there is a problem with the way their data is being handled. Privacy notices are reviewed and amended to reflect the additional requirements of the GDPR.
ANTI-MONEY LAUNDERING/COMBATING THE FINANCING OF TERRORISM (AML/CFT)
Although the Group is not considered a subject entity under AML/CFT rules, the Group has formally adopted and communicated internally a Policy which in itself reflects the commitment of the Group to the prevention of money laundering and terrorist financing and aims at detecting and preventing the use of the Group and the subsidiary companies which operate within the travel accommodation, hospitality, industrial catering, leisure industries and asset management activities, including rental/leasing activities (the “Group Entities”), for these purposes. The Group is committed to the highest standards of compliance and seeks to follow best practice where able to.
This Policy is applicable to, and shall be followed by all employees, members of management and executives of the Group authorised to accept payments, including without limitation, staff members working at the front desk, reception and lobby areas of the hotels, spas and/or restaurants, within the billing departments and other relevant departments which may handle matters relating to the payment for accommodation, hospitality, catering, leisure-related services, and/or any other business activity of the Group, as the case may be.
To continue strengthening its Governance framework the Group adopted a Conflict of Interest policy in 2022. Regular training on this policy is being provided.
All hotel employees receive a copy of the employee handbook and this will be reviewed in 2023.
The employee handbook is aimed at introducing employees to the purpose and values of the Company, as well as to share information related to key policies and procedures, including anti-fraud, anti-bribery, whistleblowing, fair competition, equal opportunity, customer/employee data privacy, as well as anti-modern slavery.
All employees will be familiarised with the content of the handbook, thereby ensuring that they are aware of the Group’s expectations related to ethical and professional conduct.
Management has the responsibility to set exemplary standards of behaviour, to lead by example, and to ensure adherence to policies and procedures.
CONSOLIDATED DISCLOSURES PURSUANT TO ARTICLE 8 OF THE TAXONOMY REGULATION
INTRODUCTION
In order to achieve the targets established by the European Union of reaching net zero greenhouse gas (‘GHG’) emissions by 2050, with an interim target of reducing GHG emissions by 55%, compared to 1990 levels, by 2030, the European Commission (‘EC’) has developed a taxonomy classification system, by virtue of EU Regulation 2020/852, (‘the Taxonomy Regulation’ or ‘the EU Taxonomy’), which establishes the criteria for determining whether an economic activity qualifies as environmentally sustainable.
The EU Taxonomy establishes criteria in terms of six environmental objectives, against which entities will be able to assess whether economic activities qualify as environmentally sustainable. In order to qualify as such, an economic activity must be assessed to substantially contribute to at least one of these environmental objectives, whilst doing no significant harm (‘DNSH’) to the remaining objectives. This is achieved by reference to technical screening criteria established in delegated acts to the EU Taxonomy. The economic activity is also required to meet minimum safeguards established in the EU Taxonomy. The six environmental objectives considered by the EU Taxonomy are the following:
i. Climate change mitigation; ii. Climate change adaptation; iii. Sustainable use and protection of water and marine resources; iv. Transition to a circular economy; v. Pollution prevention and control; and vi. Protection and restoration of biodiversity and ecosystems.
The EC subsequently adopted a Delegated Act supplementing Article 8 of the Taxonomy Regulation (‘the Disclosures Delegated Act’) in 2021, which establishes the disclosure requirements of entities within the scope of the Taxonomy Regulation. At this stage, this solely comprises entities subject to an obligation to publish non-financial information pursuant to Article 19a or Article 29a of Directive 2013/34/EU (being those entities subject to the Non-Financial Reporting Directive, ‘NFRD’).
In the following section, the Group, as a non-financial parent undertaking, presents the share of its turnover, capital expenditure (CapEx) and operating expenditure (OpEx) for the reporting period ended 31 December 2022, which are associated with taxonomy-eligible and taxonomy-aligned economic activities related to the first two environmental objectives (climate change mitigation and climate change adaptation) in accordance with Article 8 of the Taxonomy Regulation. The remaining four environmental objectives are expected to be captured as from 1 January 2024, in accordance with the draft Environmental Delegated Act (‘EDA’) which was published on 5th April 2023 and is subject to a feedback period until expected adoption by EC by June 2023. The Group will therefore continue to monitor market regulation and guidance in respect of this aspect of its Taxonomy reporting, given the imminent nature of such reporting requirements.
OUR ACTIVITIES
OVERVIEW
DEFINITIONS
‘Taxonomy-eligible economic activity’ means an economic activity that is described in the delegated acts supplementing the Taxonomy Regulation (that is, the Climate Delegated Act as of now), irrespective of whether that economic activity meets any or all of the technical screening criteria laid down in those delegated acts.
The Climate Delegated Act is structured such that Annex I contains a list of activities and the respective technical screening criteria in relation to the Climate Change Mitigation objective, whereas Annex II relates to the Climate Change Adaptation objective, with potentially different activities being considered in the different annexes.
A ‘Taxonomy-aligned economic activity’ refers to a taxonomy-eligible activity which:
i. complies with the technical screening criteria as defined in the Climate Delegated Act, where such criteria comprise:
a. substantial contribution to one or more environmental objectives; and also b. ‘do no significant harm’ to any of the remaining environmental objectives;
ii. compliance with minimum safeguards regarding human and consumer rights, anti-corruption and bribery, taxation, and fair competition.
‘Taxonomy-non-eligible economic activity’ means any economic activity that is not described in the delegated acts supplementing the Taxonomy Regulation.
TAXONOMY-ELIGIBLE AND TAXONOMY-ALIGNED ECONOMIC ACTIVITIES
The Group have examined all economic activities carried out to see which of these are taxonomy-eligible and also taxonomy-aligned in accordance with Annexes I and II to the Climate Delegated Act. The table below indicates the activities performed by the Group which have been identified as taxonomy-eligible and the environmental objective to which the activity may be associated with. Information on the extent to which the economic activities are also taxonomy-aligned is provided in the KPI templates further below.
Taxonomy-eligible activities were identified by extracting the total revenue, CapEx and OpEx required to be captured in the denominators of the respective KPIs and assessing the NACE code of the activities to which the amounts relate. The Group then assessed which of the identified NACE codes relate to activities included within the annexes to the Climate Delegated Act. For the identified eligible activities, the Group then began the process to begin assessing them against the technical screening criteria. However, this process is still currently ongoing, with no activities presently being classified as taxonomy-aligned.
Through the activity highlighted in the table below, the Group generates turnover, and generally incurs both CapEx and OpEx for these activities.
*% of the total turnover, CapEx and OpEx included in the denominator of the respective KPI
TAXONOMY ELIGIBILITY
Economic activities classified under activity 7.7 ‘Acquisition and ownership of buildings’ relate to the generation of rental income through investment property leased by the Group.
The CapEx classified as taxonomy-eligible entails capital investments which relate to necessary components to execute the respective turnover-generating economic activity. In the current year, this relates purely to the acquisition of a new property by the Group, partly classified as ‘Investment Property’ and which is currently leased and generating rental income.
OTHER TURNOVER GENERATING ACTIVITIES PERFORMED BY THE GROUP CLASSIFIED AS TAXONOMY NON-ELIGIBLE
The Group’s taxonomy non-eligible economic activities relate largely to the provision of accommodation services through the Corinthia hotel network owned by the Group. Unlike long-term accommodation services such as those relating the leasing of investment property, the provision of short-term accommodation is not captured by the Climate Delegated Act, and therefore the majority of the Group’s activities are non-eligible.
Other taxonomy non-eligible activities of the Group include:
- Food and beverage service activities, including restaurants owned by the Group and catering for corporate events, weddings and airlines. - Hotel Management services, including the management and operation of hotel properties by providing on-site support and services in all areas of hospitality management. - Construction and property consultancy, specialising in project management, cost management, design services, architecture, land surveying and archaeology.
TAXONOMY ELIGIBILITY OF INVESTMENT ACTIVITIES NOT DIRECTLY RELATED TO TURNOVER-GENERATING ACTIVITIES
Further to the activities from which the Group generates turnover, and generally incurs both CapEx and OpEx, the Group also engages in investment activities not directly related to its turnover-generating activities as highlighted below.
*% of the total CapEx and OpEx included in the denominator of the respective KPI
TAXONOMY ALIGNMENT
Determining whether an activity meets the requirements to be classified as taxonomy-aligned requires considerable detailed information about the activity in order to properly assess it against the established technical screening criteria.
The Group is currently still in the process of gathering the necessary information in order to conclude that activities may be considered as taxonomy-aligned and verifying its accuracy. As a result of the ongoing process, the Group has not been able to substantiate the alignment of any of its activities in the current year.
Despite not being able to fully substantiate the alignment of any of its activities, the Group has identified instances of partial alignment in the current year.
Economic activities classified under activity 6.5 ‘Transport by motorbikes, passenger cars and light commercial vehicles’, include the acquisition of a plug-in hybrid vehicle. In this instance, the substantial contribution requirements in relation to the climate change mitigation objective are considered to be met given that the specific emissions of C02 are lower than 50gCO2/km. However, the Group has not been able to assess the DNSH criteria for the activity, particularly in relation to the recyclability of the materials of the vehicle. Furthermore, the Group has not been able to assess the DNSH criteria for pollution prevention and control which relates to the specifications of the tyres of the vehicle. Therefore, continued engagement with suppliers will be required to identify whether such activities may be considered as taxonomy-aligned in the future (this applies specifically in the case of the plug-in hybrid vehicles purchased, and does not capture other internal combustion engine vehicles acquired by the Group).
As further progress is made in the Group’s internal assessment process, certain activities may be identified as taxonomy-aligned without the need for further capital investments.
However, as a result of no activities being considered as taxonomy-aligned in the current year, disclosure requirements surrounding the assessment of taxonomy-alignment in accordance with section 1.2.2.1 of the Disclosures Delegated Act are not deemed to be applicable to the Group.
OUR KPIs AND ACCOUNTING POLICIES
The key performance indicators (‘KPIs’) comprise the turnover KPI, the CapEx KPI and the OpEx KPI. In presenting the Taxonomy KPIs, the Group uses the templates provided in Annex II to the Disclosures Delegated Act. Since the KPIs need to include an assessment of taxonomy-alignment for the first time for the reporting period 2022, the Group does not present comparative figures on taxonomy-alignment. Moreover, since the Group is not performing any of the activities related to natural gas and nuclear energy (activities 4.26-4.31), the Group is not using the dedicated templates introduced by the Complementary Delegated Act as regards activities in certain energy sectors.
TURNOVER KPI TEMPLATE FOR FINANCIAL YEAR 2022
CAPEX KPI TEMPLATE FOR FINANCIAL YEAR 2022
OPEX KPI TEMPLATE FOR FINANCIAL YEAR 2022
The specification of the KPIs is determined in accordance with Annex I to the Disclosures Delegated Act. The Group adopts the methodology to determine taxonomy-alignment in accordance with the legal requirements and describes its policies in this regard as follows:
TURNOVER KPI
DEFINITION
The proportion of taxonomy-aligned economic activities of the total turnover has been calculated as the part of net turnover derived from products and services associated with taxonomy-aligned economic activities (numerator) divided by the net turnover (denominator), in each case for the financial year from 1 January 2022 to 31 December 2022. Given that the Group has not identified any taxonomy-aligned economic activities, the current proportion of alignment is 0%.
The denominator of the turnover KPI is based on the consolidated net turnover in accordance with paragraph 82(a) of IAS 1. For further details on our accounting policies regarding the Group’s consolidated net turnover, refer to disclosure note 3.25 ‘Revenue recognition’ in the Group’s consolidated financial statements included in this Annual Report.
RECONCILIATION
The Group’s consolidated net turnover captured in the denominator of the KPI of €238,207,000 reconciles with the amount disclosed in the ‘Revenue’ financial statement line item included in the ‘Income Statements’ in the consolidated financial statements included in this annual report. Additionally, the amount also reconciles to Note 6 ‘Segment reporting’ summarised below.
From the amounts disclosed above, the full amount of €11,104,000 allocated to ‘Rental income from investment property’ is disclosed as taxonomy-eligible under activity 7.7 ‘Acquisition and ownership of buildings’ in the Turnover KPI.
All other revenue allocated to other activities, amounting to €227,103,000 is all disclosed as taxonomy non-eligible in the Turnover KPI.
CAPEX KPI
DEFINITION
The CapEx KPI is defined as taxonomy-aligned CapEx (numerator) divided by the Group’s total CapEx (denominator).
Total CapEx consists of additions to tangible and intangible fixed assets during the financial year, before depreciation, amortisation, and any remeasurements, including those resulting from revaluations and impairments, as well as excluding changes in fair value. It includes acquisitions of tangible fixed assets (IAS 16), intangible fixed assets (IAS 38) and right-of-use assets (IFRS 16) and acquisitions of investment properties (IAS 40). Additions as a result of business combinations would also be captured however, the Group had no such activities in the current year. For further details on our accounting policies regarding the Group’s CapEx, refer to disclosure notes 3.10 ‘Property plant and equipment’,3.11 ‘Investment property’, 3.12 ‘Intangible assets’ and 16 ‘Leases’ , in the Group’s consolidated financial statements included within this annual report.
The Disclosures Delegated Act established three categories under which to classify CapEx:
a) CapEx related to assets or processes that are associated with Taxonomy-aligned economic activities (“category a”). In this case, the Group considers that assets and processes are associated with Taxonomy-aligned economic activities where they are essential components necessary to execute an economic activity.
The Group follows the generation of external revenues as a guiding principle to identify economic activities that are associated with CapEx under this category (a).
Eligible CapEx under this category has been disclosed in the table named ‘Taxonomy-eligible economic activity’ in the ‘Taxonomy eligible and Taxonomy-aligned economic activities’ section above.
b) CapEx that is part of a plan to upgrade a Taxonomy-eligible economic activity to become Taxonomy-aligned or to expand a Taxonomy-aligned economic activity (“category b”).
The Group has currently not developed such a plan, and therefore, no CapEx is considered to be eligible under this category.
c) CapEx related to the purchase of output from Taxonomy-aligned economic activities and individual measures enabling certain target activities to become low-carbon or to lead to GHG reductions (“category c”).
The Group distinguishes between the purchase of output and individual measures as follows:
- ‘Purchase of output’ relates to when the Group just acquires the product or service that is mentioned in the activity description. - ‘Individual measure’ refers to when the Group acquires a product through an activity that is regularly performed by the supplier, but where the Group controls the content and design of the product in detail.
Eligible CapEx under this category has been disclosed in the table named ‘Individually taxonomy-eligible CapEx/OpEx and the corresponding economic activities’ in the ‘Taxonomy eligibility of investment activities not directly related to turnover generating activities’ section above. The full amount of CapEx considered under this category relates purely to ‘purchase of output’.
Purchases of output qualify as taxonomy-aligned CapEx in cases where it can be verified that the respective supplier performed a taxonomy-aligned activity to produce the output that the Group acquired. Since taxonomy-alignment also includes DNSH criteria and minimum safeguards, the Group is not able to assess the Taxonomy-alignment on its own. For the purchased output in 2022, we were not able to obtain any conclusive confirmation of taxonomy-alignment.
In order to avoid double counting in the CapEx KPI, the Group ensured that CapEx captured as part of “category a”, which relates to turnover-generating activities, was not also included with the activities identified within “category c”, particularly in the case of taxonomy-eligible CapEx relating to the acquisition of a property which is partly leased out to third parties and partly utilised by the Group in the performance of its own operations.
RECONCILIATION
The Group’s total CapEx captured in the denominator of the KPI can be reconciled to the consolidated financial statements of the Group included in this annual report, by reference to the respective disclosures capturing the additions for property, plant and equipment, investment property, intangible assets, and right-of-use assets.
The following is a detailed breakdown of the property, plant and equipment, investment property, intangible assets, and right of use assets amongst the different activities disclosed in the Capex KPI.
OPEX KPI
DEFINITION
The OpEx KPI is defined as taxonomy-aligned OpEx (numerator) divided by the Group’s total OpEx (denominator).
Total OpEx consists of direct non-capitalised costs that relate to all forms of maintenance and repair. This includes staff costs, costs for services and material costs for daily servicing as well as for regular and unplanned maintenance and repair measures. Direct non-capitalised costs in relation to research and development, building renovation measures and short-term leases would also be captured, however, no such costs were incurred in the current year.
The OpEx considered by the Group does not include expenses relating to the day-to-day operation of PPE, such as raw materials, cost of employees operating any equipment and electricity or fluids that are necessary to operate the PPE. Amortisation and depreciation are also not included in the OpEx KPI.
The Group also excludes direct costs for training and other human resources adaptation needs from the denominator and the numerator. This is because Annex I to the Disclosures Delegated Act lists these costs only for the numerator, which does not allow a mathematically meaningful calculation of the OpEx KPI.
The OpEx of the Group recognised during the financial year ended December 2022 is disclosed further in the Group’s consolidated financial statements included within this annual report in disclosure note 7 ‘Expenses by nature’, with the full amount included in the denominator of the KPI, €6,744,000 relating fully to ‘repairs and maintenance’ disclosed in note 7.
Given that the Group has not identified any CapEx as being taxonomy-aligned, naturally, no OpEx is able to be considered as taxonomy-aligned.
FURTHER EXPLANATIONS
Due to the manner in which the Group’s internal data is structured, it is not able to accurately extract the exact nature of the repairs and maintenance costs incurred throughout the year. Therefore, whilst the Group is aware that the majority of such costs incurred pertain to buildings owned by the Group and should be allocated to activity 7.7 ‘Acquisition and ownership of buildings’, and that lesser amount relate to activity 6.5 ‘Transport by motorbikes, passenger cars and light commercial vehicles’, the accurate amounts cannot be determined at this stage. Therefore, the Group has opted to classify all OpEx as taxonomy non-eligible in the current year as opposed to developing an allocation method to distribute the expenses to different activities.
However, going forward, the Group is assessing an appropriate manner to enhance its current system capabilities to allocate repairs and maintenance costs to the respective activities that they relate, with the intent of achieving more accurate reporting in the coming period.
STATEMENT BY THE DIRECTORSon compliance with the code of principles of good corporate governance
Listed companies are subject to The Code of Principles of Good Corporate Governance (the ‘Code’). The adoption of the Code is not mandatory, but listed companies are required under the Capital Markets Rules issued by the MFSA to include a Statement of Compliance with the Code in their Annual Report, accompanied by a report of the independent auditors.
The board of directors (the ‘directors’ or the ‘board’) of International Hotel Investments p.l.c. (‘IHI’ or the ‘Company’) restate their support for the Code and note that the adoption of the Code has resulted in positive effects to the Company.
The board considers that during the reporting period, the Company has been in compliance with the Code to the extent that was considered adequate with the size and operations of the Company. Instances of divergence from the Code are disclosed and explained below.
COMPLIANCE WITH THE CODE
PRINCIPLES 1 AND 4: THE BOARDThe board of directors is entrusted with the overall direction and management of the Company, including the establishment of strategies for future development, and the approval of any proposed acquisitions by the Company in pursuing its investment strategies.
Its responsibilities also involve the oversight of the Company’s internal control procedures and financial performance, and the review of business risks facing the Company, ensuring that these are adequately identified, evaluated, managed and minimised. All the directors have access to independent professional advice at the expense of the Company, should they so require.
Further to the relevant section in Appendix 5.1 to the Capital Markets Rules the board of directors acknowledge that they are stewards of the Company’s assets and their behaviour is focused on working with management to enhance value to the shareholders.
The board is composed of persons who are fit and proper to direct the business of the Company with the shareholders as the owners of the Company.
All directors are required to:
• Exercise prudent and effective controls which enable risk to be assessed and managed in order to achieve continued prosperity to the Company; • Be accountable for all actions or non-actions arising from discussion and actions taken by them or their delegates; • Determine the Company’s strategic aims and the organisational structure; • Regularly review management performance and ensure that the Company has the appropriate mix of financial and human resources to meet its objectives and improve the economic and commercial prosperity of the Company; • Acquire a broad knowledge of the business of the Company; • Be aware of and be conversant with the statutory and regulatory requirements connected to the business of the Company; • Allocate sufficient time to perform their responsibilities; and • Regularly attend meetings of the board.
The board strives to achieve a balance of ethnicity, age, culture and educational backgrounds in order to reflect the multicultural environment of its ownership and the condition in which it operates.
The board comprises a number of individuals, all of whom have extensive knowledge of hotel operations and real estate development, in particular across the various jurisdictions in which IHI operates. Members of the board are selected on the basis of their core competencies and professional background in the industry so as to ensure the continued success of IHI. There is no formal diversity policy in place however, the board will be considering the need of issuing guidelines for the Group in this respect.
In terms of the Capital Markets Rules 5.117 – 5.134 the board has established an Audit committee to monitor the Company’s present and future operations, threats and risks in the external environment and current and future strengths and weaknesses. The Audit committee ensures that the Company has the appropriate policies and procedures in place to ensure that the Company and its employees maintain the highest standards of corporate conduct, including compliance with applicable laws, regulations, business and ethical standards. The Audit committee has a direct link to the board and is represented by the Chairman of the Audit committee in all board meetings.
PRINCIPLE 2: CHAIRMAN AND CHIEF EXECUTIVEMr Alfred Pisani occupies the position of Executive Chairman. The role of CEO is held by Mr Simon Naudi.
The Chairman is responsible to:
• Lead the board and set its agenda; • Ensure that the directors of the board receive precise, timely and objective information so that they can take sound decisions and effectively monitor the performance of the company; • Ensure effective communication with shareholders; and • Encourage active engagement by all members of the board for discussion of complex or contentious issues.
The CEO is responsible to:
• Manage the company's overall operations and development efforts; • Drive profitability and increase shareholder’s value; • Communicate with the board on a regular basis and implement the strategy, decisions and polices adopted by the board; and • Ensure conformity with corporate governance policies adopted by the board.
PRINCIPLE 3: COMPOSITION OF THE BOARDThe board of directors consists of one executive chairman and seven non-executive directors. The present mix of executive and non-executive directors is considered to create a healthy balance and serves to unite all shareholders’ interests, whilst providing direction to the Company’s management to help maintain a sustainable organisation.
The non-executive directors constitute a majority on the board and their main functions are to monitor the operations of the executive director and the CEO and their performance as well as to analyse any investment opportunities that are proposed by the executive director. In addition, the non-executive directors have the role of acting as an important check on the possible conflicts of interest of the executive director, which may exist as a result of his /her dual role as executive director of the Company and his/her role as officer of IHI’s parent company, CPHCL Company Limited and its other subsidiaries.
For the purpose of Capital Markets Rules 5.118 and 5.119, the non-executive directors are deemed independent. The board believes that the independence of its directors is not compromised because of long service or the provision of any other service to the Corinthia Group.
Directors are to be mindful of maintaining independence, professionalism and integrity in carrying out their duties, responsibilities and providing judgement as directors of the Company.
Directors individually declare that they undertake to:
a. maintain in all circumstances his independence of analysis, decision and action; b. not to seek or accept any unreasonable advantages that could be considered as compromising his independence; and c. clearly express his opposition in the event that he finds that a decision of the board may harm the Company.
The board is made up as follows:
Mr Jean-Pierre Schembri acts as Secretary to the board of directors.
PRINCIPLE 5: BOARD MEETINGSThe board met five times during the period under review. The number of board meetings attended by directors for the year under review is as follows:
PRINCIPLE 6: INFORMATION AND PROFESSIONAL DEVELOPMENTThe Company ensures that it provides directors with relevant information to enable them to effectively contribute to board decisions. The Company is committed to provide adequate and detailed induction training to directors who are newly appointed to the board. The Company pledges to make available to the directors all training and advice as required.
PRINCIPLE 8: COMMITTEES
AUDIT COMMITTEE The primary objective of the Audit Committee is to assist the board in fulfilling its oversight responsibilities over the financial reporting processes, financial policies and internal control structures. The committee is made up of non- executive directors and reports directly to the board of directors. The committee oversees the conduct of the internal and external audit and acts to facilitate communication between the board, management, the internal audit team and the external auditors.
During the year under review, the committee met 12 times. The internal and external auditors were invited to attend these meetings.
Mr Richard Cachia Caruana acts as Chairman as from 9 June 2022 succeeding Mr Frank Xerri de Caro, Mr Abdulnaser Ahmida (until 4 July 2022), Mr Joseph Pisani, Mr Mohamed Mahmoud Shawsh and Mr Joseph Fenech (until 3 August 2022) act as members, the Company Secretary, Mr Jean-Pierre Schembri acts as Secretary to the committee. The independent directors currently sitting on the Committee are Mr Richard Cachia Caruana and Mr Mohamed Mahmoud Shawsh.
The board of directors, in terms of Capital Markets Rule 5.118A, has indicated Mr Mohamed Mahmoud Shawsh as the independent non- executive member of the Audit committee who is considered “... to be independent and competent in accounting and/or auditing” in view of his considerable experience at a senior level in the accounting and auditing field.
The Audit committee is also responsible for the overview of the internal audit function. The role of the internal auditor is to carry out systematic risk-based reviews and appraisals of the operations of the Company (as well as of the subsidiaries and associates of the Group) for the purpose of advising management and the board, through the Audit committee, on the efficiency and effectiveness of management policies, practices and internal controls. The function is expected to promote the application of best practices within the organisation. During 2021, the internal audit function continued to advise the Audit committee on aspects of the regulatory framework which affect the day-to-day operations of the hotels.
The directors are fully aware that the close association of the Company with CPHCL and its other subsidiaries is central to the attainment by the Company of its investment objectives and implementation of its strategies. The Audit committee ensures that transactions entered into with related parties are carried out on an arm’s length basis and are for the benefit of the Company, and that the Company and its subsidiaries accurately report all related party transactions in the notes to the financial statements.
In the year under review the Audit committee ensured compliance in terms of the General Data Protection Regulation which came into effect in 2018.
The Audit committee oversaw the introduction of risk management processes and the development of this function within the Company.
Pursuant to Articles 16 and 17 of Title III of the provisions of the Statutory Audit Regulations the Audit committee has been entrusted with overseeing the process of appointment of the statutory auditors or audit firms.
NOMINATION AND REMUNERATION COMMITTEE The function of this committee is to propose the appointment and the remuneration package of directors and senior executives of IHI and its subsidiaries. The members of the committee are Mr Richard Cachia Caruana (as Chairman from 9 June 2022) succeeding Mr Frank Xerri de Caro, Mr Abdulnaser Ahmida (until 4 July 2022), Mr Joseph Pisani, Mr Mohamed Mahmoud Shawsh and Mr Joseph Fenech (until 3 August 2022). Mr Jean-Pierre Schembri acts as Secretary to the committee.
The Nomination and Remuneration committee met six times in the course of 2022.
PRINCIPLE 9: RELATIONS WITH SHAREHOLDERS AND THE MARKETThe Company is highly committed to having an open and communicative relationship with its shareholders and investors. In this respect, over and above the statutory and regulatory requirements relating to the Annual General Meeting, the publication of interim and annual financial statements, two Interim directors’ statements and respective Company announcements, the Company seeks to address the diverse information needs of its broad spectrum of shareholders in various ways.As a consequence of the unprecedented circumstances caused by the COVID-19 pandemic and in line with Legal Notice 288 of 2020 the Company held the 2022 Annual General Meeting on a remote basis on 9 June 2022. The Company also provided facilities for those Members who wished to follow the proceedings of the Meeting physically at The Radisson Blu Resort, St Julian’s. A full report of the Meeting was uploaded on the Company’s website within 48 hours from the Meeting. The report can be found on www.corinthiagroup.com/investors/annual-general-meeting.Moreover, all representations by shareholders at the Annual General Meeting were satisfactorily addressed on the Company’s website.The Company has invested considerable time and effort in setting up and maintaining its website and making it user- friendly, with a new section dedicated specifically to investors.In the course of 2022, 16 company announcements were issued through the Malta Stock Exchange.Individual shareholders can raise matters relating to their shareholdings and the business of the Group at any time throughout the year, and are given the opportunity to ask questions at the Annual General Meeting or to submit written questions in advance.The Company holds an additional meeting for stockbrokers and institutional investors twice a year to coincide with the publication of its financial information. As a result of these initiatives, the investing public is kept abreast of all developments and key events concerning the Company, whether these take place in Malta or abroad.During 2022 the Company continued issuing the IHI Insider newsletter which is available on the IHI website (https://insider.ihiplc.com). The purpose of this newsletter is to keep stakeholders fully informed of developments in the Company. The Company’s commitment to its shareholders is shown by the special concessions which it makes available to them. In order to better serve the investing public, the board has appointed the Company Secretary to be responsible for shareholder relations.
PRINCIPLE 10: INSTITUTIONAL SHAREHOLDERSThe Company ensures that it is constantly in close touch with its principal institutional shareholders and bondholders (institutional investors). The Company is aware that institutional investors have the knowledge and expertise to analyse market information and make their independent and objective conclusions of the information available.
Institutional investors are expected to give due weight to r elevant factors drawn to their attention when evaluating the Company’s governance arrangements in particular those relating to board structure and composition and departure from the Code of Corporate Governance.
PRINCIPLE 11: CONFLICTS OF INTERESTThe directors are fully aware of their obligations regarding dealings in securities of the Company as required by the Capital Markets Rules in force during the year. Moreover, they are notified of blackout periods prior to the issue of the Company’s interim and annual financial information during which they may not trade in the Company’s shares and bonds. Mr Alfred Pisani, and Mr Joseph Pisani have common directorships with the ultimate parent of the Corinthia Group. Commercial relationships between International Hotel Investments p.l.c. and CPHCL Company Limited are entered into in the ordinary course of business.
A new Conflict of Interest policy was approved by the IHI Board of Directors on 6th September 2022. This policy has now come into effect. This policy aims to increase transparency and integrity within the Group by giving all members the opportunity to disclose any potential Conflict of Interest they may be involved in. The policy lists several situations which may lead to a Conflict of Interest and also stipulates that acceptance of gifts, such as hospitality, free travel, tickets, or invitations to sports or entertainment events or other benefits, is considered a conflict of interest if the value of the gift is equal to or greater than €200 or in total exceeds €200 in a 12-month period.
As at year end, Mr Alfred Pisani had a beneficial interest of 5,061,879 shares. Mr Richard Cachia Caruana had an indirect beneficial interest of 1,000 shares, Mr Frank Xerri de Caro had a beneficial interest of 10,927 shares, and Mr Joseph Fenech had a beneficial interest of 156,542 shares. None of the other Directors of the Company have any interest in the shares of the Company or the Company’s subsidiaries or investees or any disclosable interest in any contracts or arrangements either subsisting at the end of the last financial year or entered into during this financial year. PRINCIPLE 12: CORPORATE SOCIAL RESPONSIBILITYThe Company understands that it has an obligation towards society at large to put into practice sound principles of Corporate Social Responsibility (CSR). It has embarked on several initiatives which support the community, its culture, as well as sports and the arts in the various locations where it operates.
The Company recognises the importance of good CSR principles within the structure of its dealings with its employees. In this regard, the Company actively encourages initiative and personal development, and consistently creates such opportunities. The Company is committed towards a proper work-life balance and the quality of life of its work force and their families, and of the environment in which it operates.
NON-COMPLIANCE WITH THE CODE
PRINCIPLE 7: EVALUATION OF THE BOARD’S PERFORMANCEUnder the present circumstances, the board does not consider it necessary to appoint a committee to carry out a performance evaluation of its role, as the board’s performance is always under the scrutiny of the shareholders.
PRINCIPLE 9: CONFLICTS BETWEEN SHAREHOLDERSCurrently there is no established mechanism disclosed in the Company’s memorandum and articles of association to trigger arbitration in the case of conflict between the minority shareholders and the controlling shareholders. In any such cases should a conflict arise, the matter is dealt with in the board meetings and through the open channel of communication between the Company and the minority shareholders via the Office of the Company Secretary.
Approved by the board of directors and signed on its behalf by Richard Cachia Caruana (Senior Independent Director and Chairman of the Audit Committee) and Joseph Pisani (Director) on 19 April 2023. OTHER DISCLOSURES IN TERMS OF CAPITAL MARKETS RULES
Pursuant to Capital Markets Rule 5.64.1
Share capital structure The Company’s issued share capital is six hundred and fifteen million and six hundred and eighty-four thousand nine hundred and twenty (615,684,920) ordinary shares of €1 each. All of the issued shares of the Company form part of one class of ordinary shares in the Company, which shares are listed on the Malta Stock Exchange. All shares in the Company have the same rights and entitlements and rank pari passu between themselves. Pursuant to Capital Markets Rule 5.64.3
Shareholders holding 5 per cent or more of the equity share capital as at 31 December 2022:
There were no changes in shareholders holding 5 per cent or more of the equity share capital as at 18 April 2023. Pursuant to Capital Markets Rule 5.64.8 Appointment and replacement of directors In terms of the Memorandum and Articles of Association of the Company, the directors of the Company shall be appointed through an election. All shareholders are entitled to vote for the nominations in the list provided by the nominations committee. The rules governing the nomination, appointment and removal of directors are contained in Article 19 of the Articles of Association.
Amendments to the Memorandum and Articles of Association In terms of the Companies Act the Company may by extraordinary resolution at a general meeting alter or add to its Memorandum or Articles of Association. Pursuant to Capital Markets Rule 5.64.9
Powers of board members The powers of directors are outlined in Article 21 of the Articles of Association.
Statement by the directors pursuant to Capital Markets Rule 5.70.1 Pursuant to Capital Markets Rule 5.70.1 there are no material contracts to which the Company, or anyone of its subsidiaries, was party to and in which anyone of the directors had a direct or indirect interest therein. Pursuant to Capital Markets Rule 5.70.2
Company
Secretary and
Jean-Pierre Schembri 22 Europa Centre, Floriana FRN 1400,
Malta
Pursuant to Capital Markets Rule 5.97.4 Internal Controls and Risk mitigation practices
Internal Control The board is ultimately responsible for the Company’s system of internal controls and for reviewing its effectiveness. Such a system is designed to manage rather than eliminate risk to achieve business objectives, and can provide only reasonable, and not absolute, assurance against normal business risks or loss.
Through the Audit Committee, the board reviews the effectiveness of the Company’s system of internal controls.
The key features of the Company’s system of internal control are as follows:
Organisation The Company operates through the CEOs with clear reporting lines and delegation of powers.
Control Environment The Company is committed to the highest standards of business conduct and seeks to maintain these standards across all its operations. Company polices and employee procedures are in place for the reporting and resolution of improper activities.
The Company has an appropriate organisational structure for planning, executing, controlling and monitoring business operations in order to achieve Company objectives. Lines of responsibility and delegation of authority are documented. The Company has implemented control procedures designed to ensure complete and accurate accounting for financial transactions and to limit the potential exposure to loss of assets or fraud. Measures taken include physical controls, segregation of duties and reviews by management, internal audit and the external auditors.
Risk Identification Company management is responsible for the identification and evaluation of key risks applicable to their respective areas of business. These risks are assessed on a continued basis and may be associated with a variety of internal or external sources including control breakdowns, disruption in information systems, competition, natural catastrophe and regulatory requirements.
A risk management function has been set up and training on risk management is being extended to all the Company’s subsidiaries.
Information and communication The Company participates in periodic strategic reviews including consideration of long-term financial projections and the evaluation of business alternatives.
Monitoring and corrective action There are clear and consistent procedures in place for monitoring the system of internal financial controls. The Audit committee met 15 times in 2021 and, within its terms of reference, reviews the effectiveness of the Company’s system of internal financial controls. The Committee receives reports from management, internal audit and the external auditors.
REMUNERATION STATEMENT
In terms of Rule 8A.4 of the Code, the Company is to include a remuneration statement in its annual report which shall include details of the remuneration policy of the Company and the financial packages of Directors and the Chief Executive Officers (“CEOs”). The resolution by the shareholders of the Company at the Annual General Meeting held on 9 th June 2022, approved an aggregate figure for fees and remuneration due to the Chairman and non-Executive Directors of the Company , capped at €1,300,000 per annum. This figure relates only to: • the salary of the Chairman; directors’ fees due to the Chairman and non-Executive Directors in their capacity as directors of the Company and of the Company’s subsidiaries; and • fees due to the Chairman and non-Executive Directors with respect to their membership on sub-committees of the board of directors of the Company.
Remuneration Committee report
The function of the Nomination and Remuneration Committee is to propose the appointment and the remuneration package of directors and senior executives of IHI and its subsidiaries. In 2022 the members of the committee were Mr Richard Cachia Caruana as Chairman (from 9 June 2022) succeeding Mr Frank Xerri de Caro, and non-executive directors Mr Joseph Pisani, Mr Mohamed Mahmoud Shawsh (from 6 July 2022) and Mr Joseph Fenech (until 3 August 2022) as members. Mr Jean-Pierre Schembri acts as Secretary to the committee. Remuneration Policy - Directors and senior executives The Remuneration Policy was approved at the 20 th Annual General meeting of 31 July 2020. The Renumeration sets out the main principles upon which the fixed and variable elements of the renumeration of Directors and CEO are set. The renumeration policy also describes the different components of fixed and variable remuneration, including all bonuses and other benefits. The Executive Chairman and the CEO are each entitled to a combination of a fixed base salary together with a variable performance bonus. The fixed base salary of the Executive Chairman and CEO is based on a predetermined amount, while their variable performance bonus is based on a predefined percentage of operating results before depreciation and fair value. The fixed base salary of the Executive Chairman and CEO is comparable to those of other international companies operating in the hospitality sector and is based on the skills, experience, technical knowledge and responsibilities which the position entails. The bonus of other senior executives is based on a discretionary percentage of their base salary (up to a maximum of 50%) determined in line with the performance of the Company or the hotel they manage. These bonuses constitute the variable remuneration disclosed herein. The Non-Executive directors are entitled to a yearly remuneration fee and no variable performance bonus is applicable. The variable remuneration is also discussed and approved by the Nomination and Remuneration Committee. All senior executives are entitled to non-cash benefits in terms of a number of services offered by the Group. These are mainly discounts (which vary between 20%-40%) when using the Company’s hotels and establishments and to health insurance. Furthermore, the Executive Chairman and the non-executive directors of the Company are entitled to complimentary use of the Company’s hotels and establishments services. As at 31 December 2022, the Company doesn’t award share-based remuneration. In general, the Company does not offer profit-sharing or pension benefit schemes. For our UK based employees, in line with local legislative requirements, the Company provides for a voluntary workplace pension scheme. The compensation and employment conditions of the Board of Directors of the Company, including the Executive Chairman and CEO and senior executives are considered to be in line with the pay and employment conditions applied by international companies operating in the same industry sector as the Company and are considered commensurate to the importance of the role performed by such persons in a company of such reputation and standing. IHI is an international company owning and operating hotels in a number of jurisdictions, both in Europe and North Africa and the nature of its business includes, amongst others, complex negotiations in respect of acquisitions, the negotiation of third-party management agreements and funding requirements for a complex international group of IHI’s dimension. In attracting talent, the Company needs to compete with other international companies in its industry. Moreover, in determining its renumeration levels, and to ensure that it attracts the right talent, the Company is in regular contact with reputable international recruitment and advisory agencies who provide the Company with compensation and benefits related data, in order to ensure that it remains an attractive employer of choice. Only by attracting the right talent can the Company grow to achieve its objective of becoming a global leader in the world of hospitality. It is pertinent to recall that in view of the economic situation brought about by the COVID-19 pandemic, the Company had taken the decision not to issue any bonuses for 2020 and 2021 for the Executive Chairman, CEO and all senior executives who are normally entitled to a performance-based bonus and which represent the variable portion of the emoluments. Moreover, the Executive Chairman, CEO and all senior executives of the Company had significant parts of their salaries deferred up to 60% of their salary, during 2020 and 2021, in view of the economic situation brought about by the COVID-19 pandemic. The deferred salaries were reimbursed between 2021 and 2022. For 2021, instead of the usual bonuses for the Executive Chairman, CEOs and all senior executives the Company decided to award a pandemic- related appreciation in line with industry practice. The remuneration earned by the Executive Chairman, the non-executive Directors of the Company and the CEO during 2022 amounted to €2,129,061. The remuneration and emoluments earned and paid to the Directors and the CEO for 2022, including fees paid in connection with their membership of board committees and other subsidiary boards are:
During the year the composition of the Company’s subsidiary boards and committees were reorganised resulting in the above movements. Director’s remuneration levels reflect the number of subsidiary companies’ boards on which the different Directors sit on, as also certain statutory positions, including the Audit and Remuneration Committees. Following his resignation from the position of Joint CEO, Mr Joseph Fenech was appointed to the board of directors. Up to end of June 2021, Mr Fenech handed over and provided transitory support of those areas previously falling under his responsibility and was remunerated accordingly.
In terms of the requirements within Appendix 12.1 of the Capital Markets Rules, the following table presents the annual change of remuneration, of the company’s performance, and of average remuneration on a full-time equivalent basis of the company’s employees and directors over the two most recent financial years.
* The % change reflects a proportionate change in annualised fees.
2021 and 2020 was materially impacted by COVID-19 and the resultant restrictions, rendering this comparison meaningless.
On the basis of legal advice received by the Company, the remuneration of the directors and CEO discussed within this report is solely determined on the basis of remuneration payable by International Hotel Investments p.l.c. as the parent and its subsidiaries.
It is pertinent to note that the remuneration policy of the Company was approved by a binding vote of the shareholders at the 2020 Annual General Meeting. The result of the vote was as follows: 576,301,457 for and 66,627 against. This remuneration policy will be reviewed at the 2024 AGM, and it shall be submitted to a vote by the annual general meeting of the Company before adoption, and in any case at least every four years.
Signed on behalf of the board of directors by Richard Cachia Caruana (Senior Independent Director) on 18 April 2023.
Registered Office 22 Europa Centre, Floriana FRN 1400, Malta
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The accompanying notes are an integral part of these financial statements.
Statement of comprehensive income - the Company
Statement of financial position - the Company
Statement of financial position - the Company
The financial statements were approved and authorised for issue by the Board of Directors on 18 April 2023. The financial statements were signed on behalf of the Board of Directors by Alfred Pisani (Executive Chairman) and Richard Cachia Caruana (Director) as per the Directors’ Declaration on ESEF Annual Financial Report submitted in conjunction with the Annual Financial Report.
Statement of changes in equity - the Company
Statement of cash flows - the Company
The accompanying notes are an integral part of these financial statements.
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3.11 Investment
property
3.12
Intangible assets
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3.13 Impairment of non-financial
assets
3.14 Financial assets
3.14.1
Classification
3.14.2 Recognition and
derecognition
3.14.3 Measurement
3.14.4 Impairment
3.15 Trade
receivables
3.16 Inventories
3.17 Cash and cash
equivalents
3.18 Financial
liabilities
3.19 Trade and other
payables
3.20 Borrowings
3.21 Offsetting financial
instruments
3.22 Income tax
3.23 Provisions
3.24 Contingent
liabilities
3.25 Revenue recognition
3.26 Leases
3.26.1 Accounting policy where the Group is
the lessor
3.27 Borrowing costs
3.28 Employee
benefits
3.29 Government
grants
3.30 Contributed
equity
3.31
Dividends
3.32 Earnings per
share
3.33 Segment
reporting
4. Critical accounting estimates,
judgements and errors
4.1 Significant estimates
and judgements
5. The Group’s
operations in Libya and Russia
5.1 The Group’s
operations in Libya
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5.2
The Group’s operations in
Russia
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6. Segment
reporting
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7.1 Auditor’s
fees
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8. Personnel
expenses
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9. Finance income and
finance costs
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10. Tax credit/(expense)
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10.1 Tax credit/(expense)
reconciliation
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10.2 Tax recognised in other comprehensive
income
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11. Earnings per
share
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12. Intangible assets
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13. Indemnification
assets
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14. Investment property
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15. Property, plant and
equipment
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40.2
Transactions with key management
personnel
41. Events after the reporting
period
42. Risk management objectives
and policies
42.1 Credit risk
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42.2 Liquidity
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42.3 Market
risk
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42.4 Capital management
policies and procedures
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42.5 Summary of financial assets and liabilities
by category
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42.6 Financial instruments measured at fair
value
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42.7
Fair value of financial instruments carried at
amortised cost
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43. Ultimate controlling
party
dependent Audit
