Global Ports Holding - Annual Report 2023

ANNUAL

REPORT

2023

Global Ports Holding PLC Annual Report 2023

Introduction

We have an established presence

in the key cruise markets of the world.

Global Ports Holding (‘GPH’) serves the needs of the world’s cruise lines,

ferries and megayachts through interests in a strategically located network

of ports in 14 countries.

We offer our customers and their passengers leading levels of service,

tailored to their needs, delivered with leading standards of safety, security

and performance worldwide. At the same time, our ‘all stakeholder’

philosophy brings a mindful approach to the development and promotion

of our destinations.

Global Ports Holding PLC

is the world’s largest

independent cruise

port operator.

72.7

Adjusted EBITDA

(USD million)

+937%

62.0%

Adjusted EBITDA

margin

213.6

Revenue (USD million)

+66%

117.2

Adjusted revenue

(USD million)

+191%

1Global Ports Holding PLC Annual Report 2023

Financial statements Shareholder informationGovernance reportStrategic report

CONTENTS

Strategic report 1–63

2023 highlights 2

Where we operate 10

Business model 12

Chairman and CEO’s statement 16

Our strategy 22

Key performance indicators 28

Risk report 30

CFO’s statement 40

Market review 46

Operational review 50

Section 172 statement 56

Corporate responsibility 60

Governance report 70–118

Group background and structure 70

Chairman’s introduction 72

Board of Directors 74

Senior Executive Team 76

Corporate governance framework 78

Audit and Risk Committee report 86

Nomination Committee report 92

Remuneration Committee report 95

Directors’ report 116

Statement of Directors’ responsibilities 122

Financial statements 123–222

Independent auditor’s report 123

Consolidated statement of profit or loss

and other comprehensive income 130

Consolidated statement of financial position 131

Consolidated statement of changes in equity 132

Consolidated cash flow statement 134

Notes to the consolidated financial statements 135

Parent Company balance sheet 211

Parent Company statement

of changes in equity 212

Notes to the Parent Company

financial statements 213

Shareholder information 223-227

Glossary of alternative

performance measures (APM) 223

Company information 227

Read more about our sustainability

journey on pages 18.

HOW THIS IMPACTS GPH

50 Global Ports Holding PLC Annual Report 2023

Nassau

Ha Long

Singapore

Prince Rupert

Antigua &

Barbuda

Vigo

Fuerteventura

Las Palmas

Lanzarote

Lisbon

Málaga

Barcelona

Cagliari

Tarragona

Valletta

Bodrum

Kuşadası

Zadar

Catania

Venice

Port of Adria

Bar

Goulette

Taranto

Kalundborg

Crotone

Alicante

Operational review

Given the strong performance of the Group

and the continued growth in the number

of ports in the network, it was decided

during the Reporting Period to restructure

the segmental financial reporting of the

Group. GPH will now report by geographic

segment, which better matches our

organisational structure.

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GPH’s operational performance

in the Americas in the Reporting

Period includes GPH’s two Caribbean

ports, Antigua Cruise Port and

Nassau Cruise Port, as well as Prince

Rupert, Canada, which was added

to the network during the Reporting

Period, but did not welcome its first

cruise call until after the end of the

Reporting Period when the Alaskan

summer season 2023 started in April.

Trading in the Americas region

improved strongly, with passenger

volumes of 4.4 million for the

Reporting Period compared to just

1.5 million in the prior Reporting

Period. Our Americas region

reported Adjusted revenue of USD

40.3 million and Adjusted EBITDA

of USD 29.0 million, generating an

Adjusted EBITDA margin of 72.0%.

Nassau Cruise Port

Nassau Cruise Port benefited from

its proximity to the key home ports in

Florida and the cruise lines’ near-term

desire to operate a higher volume

than normal of short cruises in this

part of the region at the expense of

longer itineraries to other parts of

the Caribbean. This decision helped

Nassau Cruise Port report a 196%

increase in cruise passengers to

3.8 million.

Nassau Cruise Port, on some days,

is now hosting six cruise ships

simultaneously, utilising the new

berthing that was created as part

of our significant investment into

the port. On 27 February 2023, the

port welcomed a record 28,554

passengers in a single day.

Our investment in the transformation

of Nassau Cruise Port continued

throughout the Reporting Period. In

May 2023 the port hosted its

grand opening party, welcoming

over 500 local and industry

partners to experience new

upland facilities and the fantastic

experience that now awaits cruise

passengers at the port. Our vision for

this iconic port is becoming a reality,

and we believe this port will stand

as a testament globally to our cruise

port and destination development

capabilities.

Antigua Cruise Port

Due to the major US cruise lines

focusing on short cruises close to the

Southern US home ports throughout

the winter 2022-23 cruise season, the

recovery rate in passenger volumes

at Southern Caribbean cruise ports

was less strong.

For GPH, this meant Antigua Cruise

Port’s cruise operations recovered at

a slower pace than that experienced

by Nassau Cruise Port.

While the recovery was slower, cruise

passenger volumes at Antigua Cruise

Port of 556,000 in the Reporting

Period were still up 135% from the

237,000 welcomed during the prior

Reporting Period.

Our Americas operations achieved

a milestone in the last year with the

signing of our first cruise port in

North America. Signing a 10-year

terminal operating agreement,

with a 10-year extension option, for

Prince Rupert Cruise Port in British

Columbia, Canada, is an important

step in our continued growth.

Prince Rupert Cruise Port is located

at the heart of the British Columbian

cruise market, just 40 miles from

Alaska, one of the largest cruise

markets in the world, and ideally

placed for cruise itineraries to and

from the key homeports in the

region: Seattle and Vancouver.

Prince Rupert Cruise Port is

expected to welcome nearly 80,000

passengers over the 2023 Alaskan

summer cruise season. The port has

the infrastructure and capability

to handle larger ships, and GPH

expects to drive a significant

increase in passenger volumes

in the years ahead.

AMERICAS

PORTS

Antigua Cruise Port

100%

GPH ownership

Acquisition date:

2019

End of concession:

2049

Nassau Cruise Port

49%

GPH ownership

Acquisition date:

2019

End of concession:

2048

Prince Rupert Cruise Port

100%

GPH ownership

Acquisition date:

2023

End of concession:

2032

In August 2022, GPH signed a 30-

year concession agreement for San

Juan Cruise Port, Puerto Rico.

In October 2022, a MoU was signed

for a 30-year concession, with a 10-

year extension option, for the cruise

port of St Lucia.

52 Global Ports Holding PLC Annual Report 2023

Operational review continued

GPH’s operational performance

for the West Med & Atlantic region

includes our Spanish ports Barcelona,

Fuerteventura, Lanzarote, Las

Palmas, Málaga, and Tarragona, as

well as Kalundborg, Denmark, and

the equity pick-up contribution from

Lisbon and Singapore. Alicante

Cruise Port will start to contribute in

the 2024 Reporting Period.

Overall passenger volumes were

2.9 million, an increase of 450%

compared to the comparable

Reporting Period. This strong

performance was despite the fact

that, at the start of the Reporting

Period, the recovery in passenger

volumes in this region was negatively

impacted by the uncertainty around

the Omicron variant during the

important 2022 booking season and

the lower onboard capacity limits set

by the cruise lines as they ramped up

operations in early summer 2022.

The easing of travel restrictions as

the Reporting Period progressed

led to increased cruise activity

across our West Med & Atlantic

region. Call volumes, particularly

at Barcelona, the largest port in

the Mediterranean, were strong

and by the end of the 2022 season

were close to 2019 levels. However,

occupancy rates, which rose steadily

throughout the Reporting Period,

remained below industry norms. The

major cruise lines expect occupancy

to reach fully recover ahead of the

summer season 2023.

Barcelona Cruise Port welcomed

Virgin Voyages’, Valiant Lady, for its

inaugural homeporting season. Our

refurbishment of the WTC Terminal

South in Barcelona was completed

ahead of the 2023 cruise season, this

investment was a key factor in the

port attracting more luxury cruise

lines, including Virgin Voyages.

Kalundborg Cruise Port, Denmark,

marked a milestone during the

Reporting Period when it welcomed

AIDAnova, the largest ship to ever

call at the port.

The West Med & Atlantic network

grew its cruise port footprint further

during the Reporting Period. At the

beginning of the Reporting Period,

Tarragona Cruise Port joined the

network after we signed a 12-year

concession with a six-year extension

option. This port recently underwent

a EUR 30 million investment into

the port infrastructure by the port

authority, including a new cruise pier

and the provision of shore power.

Under the terms of the concession

agreement, GPH will invest in

building a new state-of-the-art

modular cruise terminal expected to

cost around EUR 5.5 million, which

will utilise solar power to ensure the

sustainable provision of the terminal’s

energy needs.

We added three new ports to the

network In August 2022 when

GPH’s 80:20 joint venture with a

local partner signed concession

agreements in the Canary Islands:

Las Palmas Cruise Port (40 years);

Lanzarote Cruise Port (20 years); and

Fuerteventura Cruise Port (20 years).

As part of the agreements, the joint

venture will invest approximately

EUR 42 million into constructing a

new cruise terminal in Las Palmas

and modular terminal facilities

in Lanzarote and Fuerteventura.

These three cruise ports handled 1.5

million cruise passenger movements

in 2019, compared to 0.8 million

passengers handled since the

takeover late in 2022, a period which

was characterized by the recovery

towards pre-pandemic levels, ramp-

up phase by GPH and only partially

covered the main winter season.

Shortly before the end of Reporting

Period, we added Alicante Cruise

Port, Spain, when we signed a 15-year

cruise port concession with the same

partner and the same joint venture

structure as in the Canary Islands.

PORTSWEST MED & ATLANTIC

Barcelona

Cruise Port

62%

GPH ownership

Acquisition date:

2013-2014

End of concession:

2026 (WTC Wharf),

2030 (Adossat Wharf)

Fuerteventura

Cruise Port

80%

GPH ownership

Acquisition date:

2022

End of concession:

2042

Las Palmas

Cruise Port

80%

GPH ownership

Acquisition date:

2022

End of concession:

2062

Lisbon

Cruise Port

46.2%

GPH ownership

Acquisition date:

2014

End of concession:

2049

Alicante

Cruise Port

80%

GPH ownership

Acquisition date:

2023

End of concession:

2038

Málaga

Cruise Port

62%

GPH ownership

Acquisition date:

2013-2014

End of concession:

2038 (Levante),

2041 (Palmeral)

Lanzarote

Cruise Port

80%

GPH ownership

Acquisition date:

2022

End of concession:

2042

Tarragona

Cruise Port

100%

GPH ownership

Acquisition date:

2022

End of concession:

2034

Kalundborg

Cruise Port

100%

GPH ownership

Acquisition date:

2021

End of concession:

2041

Singapore

Cruise Port

24.8%

GPH ownership

Acquisition date:

2014

End of concession:

2027

53Global Ports Holding PLC Annual Report 2023

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Our Central Med region includes

Valletta Cruise Port, Malta, GPH’s

four Italian ports (Cagliari, Catania,

Crotone and Taranto) and the

equity pick-up contribution from La

Goulette, Tunisia and Venice Cruise

Port, Italy.

Trading in this region was similar

to that experienced in the West

Med & Atlantic region, with cruise

calls rising strongly compared to

the prior Reporting Period but

with lower than-normal occupancy

levels. Like with the West Med,

occupancy levels rose as the

Reporting Period progressed.

The Central Med region, driven by

Valletta Cruise Port, GPH’s largest

port in this region, welcomed 1.0

million passengers in the Reporting

Period, a significant increase of

208% from the 328,000 passengers

welcomed in the comparable period

but 26% lower than the 1.4 million

welcomed in the 12 months to

March 2020.

The work to complete the EUR

49.9 million Grand Harbour clean

air project in Valletta is progressing

well. Infrastructure Malta and

Transport Malta are funding this

project, which includes a EUR 37

million investment to provide shore

power to five cruise ship quays and

is expected to complete shortly. We

were delighted when Valletta Cruise

Port was awarded ‘World’s Best

Cruise Terminal for Sustainability’

by the World Cruise Awards.

Elsewhere, we extended the

concession at Cagliari, by two years,

at no cost, and Taranto Cruise Port

was awarded Destination of the Year

at the Seatrade Cruise Awards.

We were delighted when La

Goulette Cruise Port, welcomed the

return of cruise passengers during

the Reporting Period. After a seven-

year break, this was an important

moment for La Goulette Cruise Port,

the country of Tunisia and all of our

local stakeholders.

PORTSCENTRAL MED

Cagliari

Cruise Port

70.9%

GPH ownership

Acquisition date:

2016

End of concession:

2029

Crotone

Cruise Port

100%

GPH ownership

Acquisition date:

2022

End of concession:

2026

Taranto

Cruise Port

100%

GPH ownership

Acquisition date:

2021

End of concession:

2041

Venice

Cruise Port

11.2%

GPH ownership

Acquisition date:

2016

End of concession:

2024

Catania

Cruise Port

63.2%

GPH ownership

Acquisition date:

2016

End of concession:

2026

La Goulette

Cruise Port

50%

GPH ownership

Acquisition date:

2019

End of concession:

2036

Valletta

Cruise Port

55.6%

GPH ownership

Acquisition date:

2015

End of concession:

2066

54 Global Ports Holding PLC Annual Report 2023

Operational review continued

GPH’s East Med & Adriatic operations

include the flagship Turkish port

Ege Port, as well as Bodrum Cruise

Port, Türkiye and Zadar Cruise Port,

Croatia. In this region, the impact

on passenger volumes of lower

than-normal occupancy levels was

outshone by the significant increase

in cruise calls compared to the

comparable Reporting Period.

Passenger numbers in the East Med

& Adriatic region were 905,000, a

significant increase of 4,289% from

the 21,000 welcomed last fiscal year

and the 351,000 in the pre-pandemic

12 months to March 2020. This strong

recovery in passenger volumes was

driven by the performance of our

Turkish ports.

In 2017, our Turkish ports suffered a

sharp drop in passenger numbers

due to geopolitical concerns. In early

calendar year 2020, bookings from

the cruise lines indicated that Ege

Port would report a strong recovery

in passenger volumes. Unfortunately,

the onset of the Covid-19 pandemic

meant this expected recovery did

not materialise.

Despite the lower-than-normal

occupancy levels across the industry

in the Reporting Period, the pent-

up demand to return to cruising

to Turkish ports drove the strong

performance in the East Med &

Adriatic region.

During the Reporting Period, Ege

Port welcomed Odyssey of the Seas,

the largest ever cruise ship to call at

a Turkish port. Zadar hosted a record

four ships simultaneously.

These further records and new

highs underpins the strength of the

industry and expected growth across

the industry in terms of the number

of cruise ships in the global cruise

fleet and the size of those ships.

On 6 February 2023, an earthquake

in the east of Türkiye caused

significant damage to buildings

and infrastructure and caused a

humanitarian crisis. The earthquake

had no impact to our Turkish cruise

ports or the communities they are

located in, but we opened our cruise

ports in Türkiye to help support the

relief efforts.

The ports were utilised as logistics

centers and provided temporary

accommodation for some of the

victims. In all of our destinations, we

set up an earthquake relief campaign

in collaboration with local and

international NGOs at our ports.

Shortly after the end of the Reporting

Period, GPH reached an agreement

to extend its concession agreement

for Ege Port. The original concession

agreement was due to expire in July

2033, and following this extension

agreement, the concession will now

expire in July 2052.

PORTSEAST MED & ADRIATIC

Bodrum

60%

GPH ownership

Acquisition date:

2007

End of concession:

2067

Ege Port Kuşadası

90.5%

GPH ownership

Acquisition date:

2003

End of concession:

2052

Zadar

100%

GPH ownership

Acquisition date:

2018

End of concession:

2038

55Global Ports Holding PLC Annual Report 2023

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Our Other reporting segment

includes our commercial port,

Port of Adria, Montenegro, our

management agreement for Ha

Long Cruise Port, Vietnam and the

contribution from our new Port

Services Businesses.

Our Ancillary Port Services are

services aimed at enhancing cruise

passengers’ overall experience in

the port and destination. These

new Ancillary Port Services include

services such as provision of

shore services, stevedoring, waste

removal, and luggage/passenger

screening services, and are provided

by Shore & Balearic Handling

and other entities under GPH

Destination Services.

We are focused on growing our

Ancillary Port Services at GPH-

operated cruise ports as well as

ports operated by third parties.

For example, during the Reporting

Period we provided a range of Port

Services to Virgin Voyages’ ships

at Spanish ports. At Barcelona,

we provided and managed an

encompassing range of services

directly or via third parties, including

stevedoring, port agency and crew

services. We also provide services

at our ports in Málaga and Lisbon

and an additional four non-GPH

Spanish and Portuguese ports.

This agreement is an exciting

development and an important first

step in our ambitions to grow our

Ancillary Port Services revenues.

As a result of the change to our

segmental financial reporting, we

no longer report Port of Adria’s

performance separately, reflecting

our strategic focus on cruise

operations and the fact Port of

Adria’s EBITDA contribution to the

Group is small. The Board of Global

Ports Holding continues to consider

its options regarding Port of Adria,

including its potential sale.

PORTSOTHER

Ha Long

Management

agreement

GPH ownership

Acquisition date:

2019

End of concession:

2034

Port of Adria

63.2%

GPH ownership

Acquisition date:

2013

End of concession:

2043

56 Global Ports Holding PLC Annual Report 2023

Section 172 statement

STAKEHOLDER

ENGAGEMENT

The Directors are aware of their duty

under Section 172 of the Companies

Act 2006 to act in the way which

they consider, in good faith, would

be most likely to promote the long-

term success of the Company for the

benefit of its members as a whole

and, in so doing, take into account

the need to build and maintain

strong relationships with all key

stakeholders, whether they are from

within the Group or outside.

GPH looks after assets that were

built decades ago and we currently

have concession agreements

that do not end until the 2060s.

A key element of our strategy

is to successfully add new long-

term, multi-decade, cruise port

concessions and agreements to

our network, expanding our

global network.

The length of our concession

agreements means the Board is very

aware that our short-term decisions

today will impact our business and

all of our stakeholders not just for

years but for decades to come.

Set out in the table below are

details of our key stakeholders, with

details on how the Board engaged

with them in the period and what

significant actions have resulted

from this engagement.

The support of our stakeholders is key to how we operate

and we engage with them as part of our day-to-day business.

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EMPLOYEES GOVERNMENT AND LOCAL AUTHORITIES

Across the Group we have over 594

employees from at least 15 nations.

In a service industry like ours, the

importance of our employees cannot

beoverestimated.

Governments and local authorities are

often our ultimate landlords, but they

are also our partners.

Issues that matter to them

• Fair and equitable remuneration.

• Healthy & safe working environment

• Career development opportunities.

• Diversity and inclusion.

Issues that matter to them

• Growing passenger volumes.

• Passenger spend in the destination.

• Direct and indirect employment of locals.

• Economic impact in the destination.

• Management of passenger impact in the destination.

• Sustainability of our cruise port operations in their

country or region.

How we engage

• We communicate and engage with our employees

in many ways to ensure they understand our mission

and values.

• We communicate our health and safety policies and

ensure our employees are suitably trained.

• All of our team have individual performance reviews,

which allows the identification of training needs and

career aspirations.

• Senior management visits to ports were reintroduced.

• We also reintroduced our Port GM and senior

management face-to-face meetings during the

Reporting Period and we also held a number of small

GM meetings at various industry events.

How we engage

• Our Board, senior management and Port GMs

meet regularly in person or virtually with senior

government ministers, local government officials

and port authorities.

• Our senior team regularly present on the benefits

that GPH can bring to a port and destination in terms

of investment, operational expertise, passenger

growth, local stakeholder engagement, and direct

and indirect employment.

• We also work and collaborate with government and

local authorities on projects such as the provision of

shore power at Valletta Cruise Port.

Examples of significant actions

resulting from engagement:

• The cost of living has been an important topic

globally in the Reporting Period. As a result of

the ongoing pressure, we went through a process

of granting measured and locally relevant pay

increases across the Group.

Examples of significant actions

resulting from engagement:

• Awarded cruise port concessions for Alicante Cruise

Port, Fuerteventura Cruise Port, Lanzarote Cruise Port,

Las Palmas Cruise Port and Tarragona Cruise Port.

• We also added our first cruise port in North America,

Prince Rupert Cruise Port, Canada.

• We signed a concession agreement for San Cruise

Port, Puerto Rico and an MoU for St Lucia Cruise Port,

St Lucia.

• After the end of the Reporting Period we extended our

concession for Ege Port by 19 years to 2052.

We rely on our employees to uphold our values and

vision and to enable the delivery on our strategic

priorities. Attracting and retaining the right people is

essential to maintaining and evolving our company

culture and generating long term sustainable value

for our shareholders

Strong engagement with government and local

authorities at all levels is essential to our business.

58 Global Ports Holding PLC Annual Report 2023

Section 172 statement continued

OUR COMMUNITIES & ENVIRONMENT INVESTORS

While our cruise ports are a gateway

to a destination and bring employment

opportunities and economic beneﬁts

to local economies, we are acutely

aware of the broader needs of the local

communities in which we operate.

The continued support of our investors

plays a pivotal role in supporting and

ﬁnancing our business. We endeavour

to maintain a close and supportive

relationship with shareholders and

debtproviders.

Issues that matter to them

• Employment opportunities.

• Good employment practices and supporting

local communities.

• Providing opportunities for local businesses to benefit

from tourism and trade.

• Environmental impact of our port operations and

promotion of sustainable practices.

• Environmental and social impact of cruise tourism in

the destination.

Issues that matter to them

• GPH’s financial performance, both in the short term

and long term.

• Strong communication on our growth strategy.

• Successful execution of the Group’s strategy.

• Development of a credible sustainability strategy.

How we engage

• Our senior management and Board members engage

directly with local communities, particularly at

new ports.

• Our senior management and port management

engage directly with local interest groups and

stakeholders, such as local business owners and taxi

driver associations. At new ports this engagement,

where possible, occurs before a port is added to

the network.

How we engage

• Engagement with our investors is driven by our

investor relations programme.

• During the Reporting Period we returned to in-person

meetings with investors and stepped up our ad hoc

calls and meetings with equity investors.

• Our Chairman/CEO and CFO also met with

shareholders throughout the Reporting Period.

• GPH Annual Report, RNS and press statements and

investor presentations.

• We have ongoing engagement and reporting with our

financing banks and debt investors.

Examples of significant actions

resulting from engagement:

• Where appropriate we provide training to local

businesses so they can be better placed to benefit

from cruise tourism.

• We work with local businesses to develop and

promote excursion programmes that will appeal

to cruise passengers. This is particularly important

at new ports in our network, where this kind

relationship and support is new.

• Our GPH operating procedures, and health and

safety procedures ensure strict adherence to

environmental and health and safety protocols.

• We have created a sustainability working group to

accelerate our sustainability journey.

Examples of significant actions

resulting from engagement:

• The Board and senior management remain focused

on delivering on our long-term strategy, which

we believe will be to the long-term benefit of

shareholders and debt providers.

• Shortly after the end of the Reporting Period

Nassau Cruise Port successfully refinanced its

private bond offering, resulting in the nominal

outstanding amount rising to USD 145 million from

USD 134.3 million and the coupon reducing 8.0%

to 6.0%.

We are committed to limiting the impact of our

operations on the environment through sustainable

business practices; and the impact of the Group’s

activities on the environment and the communities

where we operate is an important consideration in our

decision-making.

59Global Ports Holding PLC Annual Report 2023

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CRUISE PASSENGERS CRUISE LINES

Cruise passengers are at the heart of our

business and we are passionate about

delivering a great experience at every

one of our ports.

Cruise lines are our customers and

our partners. Delivering a service that

meets the needs of cruise lines and their

customers at every one of our ports is

central to our continued success.

Issues that matter to them

• Safe and welcoming environment.

• Well-invested port facilities.

• Helpful information on the destination.

• Convenient transport links.

• Enjoyable and unique things to do in the port and

the destination.

Issues that matter to them

• Safe and welcoming environment for their ship,

passengers and crews.

• Berthing and pricing policies.

• Berths being available when expected.

• Good provision of ship and port services.

• High passenger satisfaction when in port.

• Sustainable cruise port operations and support in

reducing the cruise industry’s environmental impact.

How we engage

• Every time a ship calls, our port teams and our

partners engage with cruise passengers through our

Guest Information Centres and the provision of a

range of ancillary services at each port.

• We carry out regular passenger satisfaction surveys

at all our ports.

How we engage

• Our Board and senior management receive regular

updates from across all our ports on our interactions

with cruise lines.

• The Board and senior management engage and

meet regularly with cruise lines and their senior

management teams on a range of topics.

• Our senior management and port teams attend all

major cruise events which always includes formal and

informal meetings with cruise line executives.

• Some cruise lines are also our partners in a number of

our cruise ports.

Examples of significant actions

resulting from engagement:

• Our investment into Nassau Cruise Port continued,

once completed this investment will transform the

passenger experience at this cruise port.

• We have developed and launched Cruise Genie, an

AI-based app that assists passengers in port, based

on their personal preferences.

Examples of significant actions

resulting from engagement:

• Throughout the Reporting Period we worked with

cruise lines to ensure the successful ramp up of

cruise operations.

• Where appropriate and possible we rolled out our

integrated services package at our ports and third-

party ports.

• We worked closely with the major cruise lines to

ensure they were fully aware of the progress of our

redevelopment of Nassau Cruise Port and how this

would positively impact passengers.

60 Global Ports Holding PLC Annual Report 2023

Corporate responsibility

OPERATING SUSTAINABLY

FOR PEOPLE,

ENVIRONMENTS

AND COMMUNITIES

As the world’s largest independent port operator, we take seriously our responsibilities

towards the safety and well-being of our people, our passengers, and the environments

and communities in which we operate.

There is an increasing global

regulatory focus on sustainability,

climate change, greenhouse gas

and other emissions, and climate

change is a pressing global

challenge. As a Group, we recognize

the significant risks to our operations

and the wider environment posed

by climate change. There is an

urgency to act and for everyone to

play a role in transitioning to a low-

carbon economy.

GPH has begun a project to

accelerate its sustainability journey,

including the need to implement

the Task Force on Climate-related

Financial Disclosures (TCFD)

requirements by next year’s

Annual Report. As a first step,

GPH has appointed independent

sustainability consultants and has

created a sustainability working

group from across the organization.

While this working group is still

in its infancy, it will undertake an

informed climate risk assessment,

including relevant stakeholder

engagement to identify material

risks and opportunities and the

setting, monitoring and reporting

on climate-related targets across

the organization. The sustainability

working group will also work with

internal stakeholders to integrate

climate-related reporting and

risks into management and Board

decision-making.

During the 2024 Reporting

Period, we will undertake our

first assessment using the TCFD

framework. We plan to publish our

first report aligned with the TCFD

requirements in the Group’s 2024

Annual Report.

It is important to note that we

believe this will formalize much of

the work we are already doing as

part of our day-to-day operations.

For example, during the Reporting

Period, Seatrade Cruise announced

that Nassau Cruise Port had

been selected as a finalist in the

Sustainability Initiative of the Year

category for the Nassau Cruise

Port Redevelopment. The project

includes several substantial eco-

friendly design elements, including

the production of 1.5MW of solar

power, full facility LED lighting,

low water usage plans, full facility

recycling plans, and incorporation

of new green space into the

downtown core. Valletta Cruise Port

was awarded ‘World’s Best Cruise

Terminal for Sustainability’ by the

World Cruise Awards.

We look forward to formalizing our

sustainability focus and reporting on

our sustainability targets and goals.

61Global Ports Holding PLC Annual Report 2023

Financial statements Shareholder informationGovernance reportStrategic report

1. A GROUP-WIDE

ENVIRONMENTAL POLICY

Our Environmental Policy sets out

the Group’s over-arching approach

to environmental awareness and

practices, and our HSE Manual

defines all health, safety and

environmental guidance across the

Company. Our policies combine

unified global standards with

specialist local port knowledge.

2. ISO CERTIFICATION

AND SUSTAINABILITY

Our HSE Manual is very closely

aligned with ISO standards and ISO

accreditations. We seek to achieve

relevant ISO certifications for our

ports where possible and practical.

We also consider the globally

recognized EcoPort certification

and assessment programme.

Importantly, we are also focused

on facilitating, where possible,

the cruise industry’s targets for

reduced emissions and a smaller

environmental impact.

3. LOCAL STAKEHOLDER

ENGAGEMENT

We consider ourselves guests

in our host port communities,

and we actively engage with our

host communities to make sure

we contribute positively and

sustainably to local life and needs.

Three primary pillars support our current approach to corporate responsibility:

NON-FINANCIAL AND SUSTAINABILITY STATEMENT

Pursuant to the European Union (Disclosure of Non-Financial and Diversity Information by certain large

undertakings and groups) Regulations 2017 (the Non-Financial Regulations), GPH is required to report certain non-

financial information to provide an understanding of its development, performance, position and the impact of its

activities. Below, we have set out the location of the information required by the Non-Financial Regulations in this

Annual Report.

Requirement Relevant policies Section(s) in Annual Report Pages

Environmental matters Environment Policies Corporate responsibility 62 to 69

Social matters Corporate responsibility 62 to 69

Employee matters Employee Rights Policy Corporate responsibility 62 to 69

Health and Safety Policy Corporate Responsibility Policy Corporate responsibility,

Governance report

62 to 69

70 to 85

Human rights Human Rights Policy Corporate responsibility,

Governance report

62 to 69

70 to 85

Anti-corruption and bribery Anti-Bribery and Corruption Policy Corporate responsibility 62 to 69

Business model Business model 12 to 15

Non-financial KPIs Key performance indicators 28 to 29

62 Global Ports Holding PLC Annual Report 2023

Corporate responsibility continued

1. A GROUP-WIDE

ENVIRONMENTAL POLICY

Our Environmental Policy sets out

the Group’s over-arching approach

to environmental awareness

and practices. It aims to ensure

compliance with environment-

related laws and regulations,

international regulations, and

the legal regulations and ethical

principles in the countries where

the Group operates, as well as

determining relevant internal

responsibilities and rules. Our

Environmental Policy can be

found on our website at www.

globalportsholding.com/investors/

policies/

Section four of the Policy sets out

the Group’s main commitments:

• to abide by the principles and

guidelines of the European

Bank of Reconstruction and

Development with respect

to Environmental and Social

Policy, as published from time

to time, insofar as the same are

compatible with the operations of

a publicly listed company;

• to carry out its port activities

in accordance with applicable

environmental legislation and

international standards;

• to manage and reduce the

environmental impacts of

its business activities and

continuously improve its

environmental performance;

• to reduce its greenhouse gas

emissions to minimize its impact

on climate change;

• to carry out activities to reduce

its air emissions;

• to lower its water consumption

and use of natural resources while

using them in the most efficient

way in all its operations, and treat

and discharge water emissions

(wastewater) in accordance with

applicable legal requirements;

• to conduct activities to assess,

reduce and recycle waste

resulting from our activities at

source and dispose of them as

required by applicable legislation;

• to conduct activities to reduce

energy use and increase energy

efficiency in all stages of its

operations; and

• to continuously monitor our

operations, identify areas for

improvement and set targets.

The Group has also committed

to employee awareness, training,

and disclosure of its environmental

performance to shareholders and

other stakeholders. Our HSE Manual

defines all company health, safety

and environmental guidance.

It is reviewed regularly and updated

to reflect global best practices and

in-house knowledge-sharing across

the business. It was updated in

April 2022.

Several important international

standards create the framework for

our HSE Manual:

• ISO 9001: 2015 – Quality

Management System;

• ISO 14001: 2015 – Environmental

Management System;

• ISO 45001: 2016 – Occupational

Health and Safety Management

System;

• ISO 27001: Information Security

Management System;

• ISO 10002: Customer Satisfaction

Management System;

• ISO 28001: Security Management

Systems for the supply chain; and

• ISO 50001: Energy Management.

By attaining and maintaining

international standards across our

port network, we will comply with

(and often exceed) the requirements

of all applicable local laws. Even

then, we regard these as minimum

standards only and strive to

improve every aspect of our HSE

performance year-on-year.

There is no higher priority at

GPH than the safety of people. It

takes precedence over all other

considerations; no practical or

commercial interest can override it.

Across all our ports, the goal is to

prevent injury, harm and illness

and to ensure the personal safety

of employees, contractors, the

public and our community. Our HSE

Manual ensures that we comply with

legislation and embed activities

and training into our culture to

prevent incidents from occurring

or reoccurring.

If an incident or a ‘near-miss’

occurs, we have defined reporting

procedures and, where applicable,

use the learning we gain to design

preventative action.

63Global Ports Holding PLC Annual Report 2023

Financial statements Shareholder informationGovernance reportStrategic report

Table of certifications

ISO standards Other standards

Port 9001 28001 14001 45001 50001 EcoPorts Green Ports

QSCs for

Spanish

Ports

AMERICAS

Antigua

Nassau

Prince Rupert

WEST MED & ATLANTIC

Alicante

Barcelona 2023 2023 X

Fuerteventura

Kalundborg

Lanzarote

Las Palmas

Málaga X X 2023 X

Tarragona

Valencia

Vigo X X

WEST MED & ATLANTIC

Cagliari X X 2023

Catania X X 2023

Crotone 2023 2023 2023

La Goulette

Taranto X X 2023

Valletta 2023 2023 2023

EAST MED & ADRIATIC

Bodrum X X X X X

Kuşadası X X X X X

Zadar

OTHER

Ha Long X

Port of Adria X X X

64 Global Ports Holding PLC Annual Report 2023

1,756.6

1,054.3

8.55

10.69

2,798.9

4,965.3

0.0045

0.0192

4,555.6

6,019.6

Corporate responsibility continued

Scope 1

(tonnes CO

Carbon intensity

per full-time equivalent employee

(tonnes CO

Carbon intensity

per m

facility area

(tonnes CO

Scope 2

location-based (tonnes CO

Port network:

1 injury at work

Like any business, our day-to-day

operations carry potential risks that

must be mitigated. In our case, we

welcome millions of passengers

who travel through our facilities;

we work next to and on water, and

accommodate some of the world’s

largest cruise ships.

During the year, there were zero

reportable incidents involving cruise

passengers. There was one injury to

an employee at work during cruise

port operations that required an

absence from work.

Additionally, we lift and move

thousands of tonnes of cargo at

our cargo port every month. To do

this safely, we set rigid processes

and invest significantly in highly

trained teams, equipment and

infrastructure.

At our commercial port, Port of

Adria, there were zero injuries

at work in the Reporting Period,

compared to six in the 2022

Reporting Period. We have worked

hard to increase our employees’

awareness of health and safety

issues, and secure their buy-in to

our safety culture. We have put

an emphasis on ‘toolbox’ training,

techniques and procedures,

and a more robust and constant

reinforcement of the need for safety

in everything we do.

We also commit to taking the

greatest care of our environments.

Our HSE Manual lists recognized

procedures for diverse demands,

including waste handling and

effluents, noise, dredging,

construction, emissions, handling

dangerous substances, underwater

noise and vibration, and spill

prevention and control.

We strongly believe that

sustainability is a central part of our

way of doing business. However,

we look forward to accelerating

our sustainability journey during

the 2024 Reporting Period and

publishing our first report aligned

with the TCFD requirements in the

Group’s 2024 Annual Report.

Scope 1 & 2 total

location-based (tonnes CO

2023 2022

1. A GROUP-WIDE

ENVIRONMENTAL POLICY CONTINUED

65Global Ports Holding PLC Annual Report 2023

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2. ISO CERTIFICATIONS

AND SUSTAINABILITY

As the world’s largest port operator,

we take our responsibilities towards

sustainability seriously. We seek

to tread as lightly as we can,

minimizing our impact on the planet

and protecting the environments in

which we work.

Our HSE Manual creates the

framework for our environmental

policies, with a central focus on ISO

standards and ISO accreditations.

By seeking to attain and maintain

international standards across our

port network, we comply with

(and often exceed) the requirements

of all local laws that apply to our

operations. Even then, we regard

these as only minimum standards

and strive to improve every

aspect of our HSE performance

year-on-year.

To support our environmental aims

and our goal of growing sustainably,

we introduced an EcoPorts

certification in 2019. EcoPorts is the

main environmental initiative of the

European port sector.

Although we aimed to have all

our ports EcoPorts certified, the

regulations in some regions state

that it is port authorities, rather than

the terminal operator, that gains

EcoPorts certification. Nevertheless,

EcoPorts is more than just a

certification scheme. Its processes

provide a good framework for

environmental standards and

improvement for port operators.

EcoPorts is designed to start a

process of continuous environmental

improvement at a port. The Port

Environmental Review System

(PERS) builds on the policy

recommendations of European Sea

Ports Organisation (ESPO).

Each of our ports has an

environmental improvement plan

in place and is well-positioned

to support their respective

port authorities in achieving

EcoPorts certification.

Sustainability

The cruise industry is taking

significant steps to reduce its

environmental impact. In 2021, the

Cruise Lines Industry Association

members agreed to reduce carbon

emissions by 40% by 2030,

compared with 2008 and target net

carbon neutral cruising by 2050.

In order to achieve this, the cruise

industry will need to adopt a range

of sustainable power solutions

while at sea and in port. Over the

years ahead, as cruise ships on the

current order book enter the market,

there will be a significant increase

in cruise ships capable of using

sustainable power, such as LNG

and shore power.

A significant barrier to the

widespread adoption of shoreside

power is the sizable investment

in power infrastructure required

by local governments or port

authorities before it can be provided.

As well as being expensive, such

works require close collaboration

amongst stakeholders. Furthermore,

in many cases, local power grids

are not able to either provide the

required power or are not able to

provide the required power from

clean energy sources.

As the world’s largest independent

cruise port operator, GPH is ready

to play its part in enabling this

transition to shore power and LNG

at our ports.

During the Reporting Period, the

infrastructure work, carried out in

partnership with GPH, Infrastructure

Malta and Transport Malta, at

Valletta Cruise Port to enable

the provisioning of shore power

made considerable progress. Once

complete, this project will reduce the

nitrogen dioxide emitted by cruise

ships at the port by over 90% and

the sulphur dioxide by 99.6%.

Elsewhere GPH and the port

authority are conducting a feasibility

study for the provision of shore

power at Lisbon Cruise Port.

Regarding GPH’s direct power

needs, we are very focused on

using sustainable power where

feasible. There are ongoing projects

for solar power in Nassau Cruise

Port, Ege Port and Bodrum

Cruise Port. Our plans for our

new Spanish ports: Alicante Cruise

Port, Fuerteventura Cruise Port,

Lanzarote Cruise Port, Las Palmas

Cruise Port and Tarragona Cruise

Port, include energy-self-sufficient

and environmentally friendly

terminal buildings.

We are also working on things like

sustainable maintenance, focusing

on energy-efficient alternatives

such as LED Lighting and high-

efficiency Heating, Ventilation and

Air Conditioning Systems (HVAC) to

maintain comfortable temperatures

with reduced energy consumption.

66 Global Ports Holding PLC Annual Report 2023

Credit: Infrastructure Malta

Corporate responsibility continued

2. ISO CERTIFICATIONS

AND SUSTAINABILITY CONTINUED

67Global Ports Holding PLC Annual Report 2023

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We consider ourselves guests in our

port destinations and work hard to

engage with our local stakeholders.

This engagement ranges from

helping good causes in our local

communities to engaging with local

stakeholders and businesses or

promotion of the business interests

of minority groups.

Just some of the examples of how

our ports engaged with their local

communities in the Reporting

Period included:

• At Nassau Cruise Port, we

partnered with the Access

Accelerator, Small Business

Development Centre (SBDC)

to provide vendors with access

to grant funding of up to USD

20,000. The funding will be used

to assist these small Bahamian

business owners with resources

to fit out their marketplace

boutiques within the port

and will aid in the development

of authentic Bahamian tourism

products.

• Nassau Cruise Port supported the

Bain and Grants Town Community

by donating USD 1,500 in

coupons from John’s Shoes &

Accessories for school shoes and

back-to-school supplies.

• Following the tragic events on

the 6 February 2023, our ports in

Türkiye, Kuşadası and Bodrum,

were utilized as logistics centers,

and we provided temporary

accommodation for some of the

victims. Outside of Türkiye, we set

up an earthquake relief campaign

in collaboration with local and

international NGOs at our ports.

• Barcelona Cruise Port continued

to work closely with the Talita

Foundation, which supports the

educational integration of Down’s

syndrome children, both at school

and in society.

We are committed to treading as

lightly as possible, minimizing the

impact on the planet and protecting

the environments in which we work.

Therefore, we work to ensure that

the passengers we welcome are a

benefit and not a burden to local

communities. We consult closely with

local stakeholders, including local

government and tourism agencies,

to avoid undue pressure on the local

environment, infrastructure and

services while widening the economic

benefit of passenger spend.

This consultation starts before

we have taken over a new port

and continues throughout the

concession period.

For example, we ensure that

our Guest Information Centres

promote a wide range of destination

attractions. By doing this, we

provide passengers with the

broadest possible choice while

dispersing the flow of passengers

more evenly around the destination.

We also provide sustainable

transport solutions, such as

electric bikes, so our passengers

can experience a destination in a

sustainable way.

The right thing for our people

We are committed to treating people

equally, fairly and respectfully, applying

the letter and the spirit of the law.

We believe that how any company

treats people inside and outside the

organization is a measure of its true

worth and standing.

3. LOCAL STAKEHOLDER

ENGAGEMENT

GPH is a signatory to the human rights

defined in the United National Global

Compact, the Universal Declaration

of Human Rights, and the Declaration

on Fundamental Principles and Rights

at Work by the International Labour

Organisation (ILO).

In essence, this means we offer equal

employment opportunities for all,

regardless of religion, language,

race, age, colour, nationality, social

background, gender, orientation or

disability. We hire, train and promote

our people according to qualifications,

performance, talent and experience.

We also recognize the right to

freedom of association and collective

bargaining and agreements, and forbid

child and forced labour of any kind.

As at the end of March 2023: female

employees accounted for 25% of

the overall workforce; 47% of white-

collar roles; 32% of C-suite senior

management; and 25% of the Board

of Directors.

GPH will continue to focus on

improving the diversity of our

workforce. We define white collar

as those staff who are office based

and professional workers whose jobs

generally do not involve manual labour

or wearing a uniform or work clothes.

We are committed to a better gender

balance, narrowing the gap and

actively supporting the development

of our high-potential female talent.

In terms of race, language, colour

and nationality, GPH is a truly global

business, and our workforce fully

reflects this. As at 31 March 2023, GPH

employed people from at least 15

countries, and as our business grows,

we expect this number to grow with

it. When we add a new port to our

portfolio, we look to fill our operational

roles with local people.

68 Global Ports Holding PLC Annual Report 2023

Corporate responsibility continued

3. LOCAL STAKEHOLDER

ENGAGEMENT CONTINUED

Employee rights

We seek to ensure that our

employees’ rights are protected

and that they enjoy a safe and

harmonious working environment

free from discrimination,

harassment, mistreatment,

exploitation, abuse and violence.

This is mandated either by law

or through the Company’s Code

of Conduct. The Board acts

with full regard to human rights

considerations, as defined under

the European Convention on

Human Rights and the UK Human

Rights Act 1998 as applied to our

UK businesses.

We are aware of our responsibilities

and obligations under the Modern

Slavery Act and work to ensure that

we comply across the Group. We

also compensate employees fairly

and in line with market conditions.

an be found on our Modern Slavery

statement can be found on our

website at www.globalportsholding.

com under Investors – Governance –

Policies – Modern Slavery Statement.

Discrimination

Everyone has the right to equal

treatment and respect; in line with

this principle, discrimination is

prohibited at GPH.

Discrimination can manifest itself

directly or indirectly:

1. Direct discrimination refers to the

unfair treatment of an employee

based on their gender, race, colour,

disability, age, sexual orientation,

pregnancy, ethnicity, social origin,

nationality, ancestry, language,

religion/faith, political or other

views, as well as membership of

any minority group.

2. Indirect discrimination occurs

where equal treatment is unfair;

for example, assigning a pregnant

employee the same task as all

other employees when the task

involves heavy lifting. All decisions

regarding employment processes

such as recruitment, promotions,

transfers, training, dismissal and

determining working conditions

are based on consistent and fair

selection criteria. Employees or

staff authorized to make such

decisions are expected to act

free from bias or any

discriminatory factor. GPH requires

that evaluating and assessing

employees takes place based

on equal and objective criteria,

with regard only to knowledge

and skills.

Employee engagement

Our commitment to employees

does not end with our legal

obligation. Individual development

and success are key to GPH’s

continued growth and the

successful delivery of our strategy.

The Company places considerable

value on the involvement of Group

employees in the business; it

regards regular communication

and consultation as essential for

motivating people and developing

a culture of learning and initiative

within the organisation.

The Company endeavours to

inform and obtain feedback from

employees on a continuing basis

through formal and informal

meetings and other internal

communication channels. This

dialogue relates to matters that

directly affect them as employees,

as well as considerations concerning

the performance of the company

more widely.

The Board has also resolved that

the Directors should meet annually

with port managers and other

senior managers to obtain feedback

on the Group’s organisational

structure, the Company’s approach

to remuneration and other matters.

Those meetings were postponed

during the Covid-19 pandemic and

are expected to be restored in the

2024 Reporting Period.

We use a performance management

system that guides how we monitor

and engage with employees,

allowing both parties to gauge

individual performance and identify

areas for personal development

and training.

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The first component of this process

– target planning – is completed in

four phases, as follows:

1. Determining GPH targets; these

are defined by the Chairman/

CEO and approved by the Board

of Directors.

2. Determining annual Company

targets; these are set by the

Board of Directors for affiliated

companies in line with GPH’s

targets and shared with the

management team of each

company.

3. Determining department/

branch targets; these are

defined according to the targets

determined and shared by the

management team of each

affiliate company.

4. Determining individual targets;

these are set following the

communication of department

targets to employees in their

respective functions.

This process allows GPH and our

employees to identify areas for

additional development and training,

such as extra on-the-job training

through to further educational

opportunities such as MBAs.

Code of Ethics and bribery

Any form of bribery or corruption

violates both the law and the

company’s ethics. This includes

making or taking any form of

inducement, behaving in an anti-

competitive way, false reporting,

or any other action that may

pervert the course of legal and

honest dealing.

The Group upholds all applicable

local laws and the best practices

of international ethical standards.

This is encompassed and published

in our Anti-Bribery and Corruption

Policy, to which every employee and

supplier must comply.

In a broader context, the Company’s

Code of Ethics guides every

aspect of our actions, from ethical

decision-making and respecting

every colleague to issues around

safety and security, drugs and

alcohol, conflicts of interest and

safeguarding the Company’s

reputation.

Our Code of Ethics is also available

on our website and internal web

portal.

You can see our Anti-Bribery and

Corruption Policy and Code of Ethics

at www.globalportsholding.com/

investors/policies/

Industry engagement

GPH is in near continual contact

with executives across the industry.

In a number of our ports, our

customers, the cruise lines, are also

shareholders in the port. Even when

there is no official tie, we consider

the cruise lines to be our partners in

all our ports.

We regularly market and promote

our destinations to cruise line

executives, including those

recently added to our portfolio.

We also engage with them to

better understand their and their

customers’ needs and how we can

improve the port and destination

experience for the cruise lines, crew

and passengers.

GPH actively participates in

industry events and are enthusiastic

sponsors, speakers and exhibitor at

‘marquee’ industry gatherings. With

the removal of travel restrictions

during the Reporting Period, the

industry returned to physical events.

We were delighted to attend both

Seatrade Cruise Med, held at Málaga

Cruise Port, and Seatrade Cruise

Global during the Reporting Period.

In May 2023, we welcomed the

industry to Nassau Cruise Port for

the official grand opening of the

transformed cruise port and its

iconic arrivals terminal.

70 Global Ports Holding PLC Annual Report 2023

Corporate governance report

GROUP BACKGROUND

AND STRUCTURE

The origins of the Group date

back to 2003, when operations

commenced at Ege Port in Kuşadası,

Türkiye. Between 2006 and 2016,

additional port operations within

and outside of Türkiye were

added, totalling 13 cruise and two

commercial ports by the time of the

Company’s admission to the London

Stock Exchange (LSE) on 17 May

2017 (Admission).

Immediately prior to Admission, the

Group was restructured by way of

a share reorganisation, pursuant

to which all the shares of Global

Liman İşletmeleri A.Ş. (GLI, the

Group’s Turkish holding company)

were ultimately transferred to the

Company. As a result, the Company

acquired 100% of the operating

Group – then comprising GLI and

its subsidiaries, which it continues

to own.

Accordingly, references in this

Report to ‘GPH’, ‘Global Ports

Holding’ or the ‘Group’ mean, in

any matter prior to Admission, GLI

and its consolidated subsidiaries,

and following Admission, the

Company and its consolidated

subsidiaries. A reorganisation was

implemented during the Previous

Reporting Period by which most

of GLI’s non-Turkish assets were

transferred to GPH Cruise Port

Finance Ltd. (GPH CPF), a UK

subsidiary of the Company, with

a view to consolidating European

cruise port operations under a

UK-based structure.

The Company’s ultimate parent

remains Global Yatırım Holding A.Ş.

(GIH). As at 30 June 2023, being

the latest practicable date prior to

publication of this Report, GIH has

a 63.2% interest in the Company

through its wholly owned subsidiary

Global Ports Holding B.V. (GPH B.V.),

which is registered under a nominee.

GIH is listed on Borsa Istanbul under

the ticker ‘GLYHO’.

During the Reporting Period, the

post-pandemic recovery of Group

business accelerated and non-

organic business development was

a major focus. During the first half

of the Period, the Group’s cruise

port network was expanded with

the entering into of a concession

agreement for the San Juan cruise

port and the award to the Company

and its 20% local joint venture

partner of concessions for three

cruise ports in the Canary Islands:

Las Palmas de Gran Canaria, Arrecife

in Lanzarote and Puerto del Rosario

in Fuerteventura.

The second half of the Reporting

Period saw a subsidiary of the

Company with the same joint

venture partner and structure enter

into a concession agreement to

operate Alicante Cruise Port on the

east coast of Spain, as well as Group

expansion in North America with the

entering into of a terminal operating

agreement for the cruise port at

Prince Rupert, British Columbia.

As at 31 March 2023, being the end

of the Reporting Period, the Group

actively operated or was invested in

a total of 27 ports in 14 countries.

In this Corporate governance report (or Report), references to the ‘Reporting Period’ or ‘Period’ are to the

financial year from 1 April 2022 to 31 March 2023 and references to the ‘Previous Reporting Period’ are to

the financial year from 1 April 2021 to 31 March 2022.

71Global Ports Holding PLC Annual Report 2023

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The chart below is a simplified

structure of the Group’s port

investments at the date of this

Annual Report – 11 July 2023:

The percentages above represent GPH’s effective ownership.

1. Global Ports Holding PLC

2. GPH (Antigua) Ltd

3. San Juan Cruise Port LLC

4. Prince Rupert Cruise Terminal Ltd.

5. Global Ports Services Med S.L.

6. Global Ports Mediterranean S.L.

7. Nassau Cruise Port Ltd

8. Vigo Atlantic Cruise Terminal S.L.

9. Global Liman İşletmeleri A.Ş.

10. Global Ports Tarragona, S.L.

11. Barcelona Port Investments S.L.

12. Global Ports Valencia S.L.

13. Global Ports Netherlands B.V.

14. Global Ports Europe B.V.

15. Akcionarsko društvo ‘Port of Adria’ Bar

16. Bodrum Yolcu Limanı İşletmeleri

Anonim Şirketi

17. Ege Liman İşletmeleri Anonim Şirketi

18. Global Ports Alicante S.L

19. Zadar International Port Operations d.o.o.

20. Port Operation Holding SRL

21. Global Ports Melita LTD

22. Creuers Del Port de Barcelona S.A.

23. Port Operations Services (Cyprus) Ltd.

24. Taranto Cruise Port SRL

25. Valletta Cruise Port PLC

26. GPH (Kalundborg) ApS

27. SATS-Creuers Cruise Services PTE. LTD

28. Cruceros Málaga S.A.

29. Lisbon Cruise Port LD

30. Cagliari Cruise Port SRL

31. Catania Cruise Terminal SRL

32. Crotone Cruise Port Srl

33. Venezia Terminal Passeggeri SPA

Venice

Cruise Port

Cagliari

Cruise Port

Catania

Cruise Port

Crotone

Cruise Port

GPH

Americas Ltd.

GPH Americas

Holding Ltd.

GP Europe

B.V.

Netherlands

B.V.

GP Melita

Ltd.

Venezia

Investimenti

SRL

Zadar IPO

d.o.o.

POH

SRL

GPH

(Bahamas)

Ltd.

GPH PLC

GP Destination

Services Ltd (UK)

GPM

S.L.

GP Canary

Islands S.L.

GPS Med

S.L.

Las Palmas

Cruise Port

Lanzarote

Cruise Port

Fuerteventura

Crusie Port

Balearic

Handling S.L.

Vigo

Cruise Port

Nassau

Cruise Port

Goulette Cruise

Holding Ltd.

La Goulette

Cruise Port

Valletta

Cruise Port

Kalundborg

Cruise Port

Taranto

Cruise Port

United Kingdom

Türkiye

Spain

Italy

Malta

Portugal

Montenegro

Singapore

Tunisia

Croatia

Caribbean

Cyprus

Denmark

Canada

The Netherlands

31 33

23 24 25

19 20 21

13 14

100%

49% 50%

50%

25.5% 51%100%

100% 100%

100%

BPI

62%

Barcelona

Cruise Port

62%

Singapore

Cruise Port

24.8%

Málaga

Cruise Port

62%

Lisbon

Cruise Port

46.2% 70.9% 63.2% 100% 11.2%

50% 55.6% 100%

100% 100% 25% 99.99%

100% 100% 80%

100% 100%

GLI A.S.

100%

Bodrum

Cruise Port

60%

Ege Port,

Kuşadası

72.5%

Port of

Adria Bar

63.2%

Antigua Cruise

Port

100%

San Juan

Cruise Port

100%

Prince Rupert

Cruise Port

100%

Tarragona

Cruise Port

100%

Valencia

Cruise Port

100%

Alicante

Cruise Port

100%

GPH Cruise Port

Finance Ltd

72 Global Ports Holding PLC Annual Report 2023 Global Ports Holding PLC Annual Report 2023

Under the experienced stewardship

of the Company’s Board of Directors

(the Board), strong corporate

governance remained a constant

throughout the Period:

• the Board as a whole, consisting

of four of the Company’s original

Directors, played a central role

in making strategic decisions

relating to post-pandemic

budgeting, the expansion of

the Group’s port portfolio,

appointing a new CEO, reviewing

the Group’s capital and financing

structure, and, when presented

with a potential takeover offer

for the Company, ensuring

that proper procedures were

followed and appropriate

deliberation undertaken;

• Board committees were also

active during the Reporting

Period as set out in their

respective reports. The

Remuneration Committee and

the Audit and Risk Committee in

particular were highly engaged,

with the former overseeing the

restoration of pre-pandemic

remuneration, the latter

monitoring the Group’s financial

position, and both committees

collaborating with a view to

strengthening Group-wide

compliance and control

functions; and

Corporate governance report continued

Chairman’s introduction

CORPORATE

GOVERNANCE

STATEMENT

Since the time of our last Annual Report, the Group’s

post-pandemic recovery accelerated, and the

Reporting Period was characterised by a high level

of activity both within the Company and affecting

various aspects of Group business.

73Global Ports Holding PLC Annual Report 2023

Financial statements Shareholder informationGovernance reportStrategic report

• the independent Board member

provided objective oversight

both within and outside of

the committees, particularly

with a view to ensuring that

arrangements among Group

companies and between the

Group and GIH were warranted,

on commercially-competitive

terms and otherwise in

compliance with internal and

external policies and controls.

Although as a ‘standard’ listed

company on the LSE the Company is

not required to adopt the ‘comply or

explain’ regime of the UK Corporate

Governance Code published by

the Financial Reporting Council

(the Governance Code), the Board

is committed to decision-making

having regard to each of the

matters set out in Section 172 of the

Companies Act 2006. These are

explained in detail in the Section 172

Statement on pages 56 to 59 in the

Strategic report.

I continue to be extremely

proud of the hard work and

loyalty of individuals at all levels

throughout the Group, and of the

resourcefulness and leadership

of members of management. On

behalf of the Board, I thank them all,

as well as our investors, partners

and other associates for their

continuing support.

Mehmet Kutman

Executive Chairman,

CEO and Co-Founder

11 July 2023

Under the experienced stewardship

of the Board, strong corporate

governance remained a constant

throughout the Period.

Mehmet Kutman, Executive Chairman, CEO and Co-Founder

74 Global Ports Holding PLC Annual Report 2023 Global Ports Holding PLC Annual Report 2023

Board of Directors

The following are the Directors who served on the Board throughout the Reporting Period

and who continue to do so at the date of this Report:

Dates of appointment: Dates of appointment: Dates of appointment: Dates of appointment:

Original appointment: 11 April 2017. Re-elected

at each Annual General Meeting held between

2018 and 2022, inclusive.

Original appointment: 12 April 2017. Re-elected

at each Annual General Meeting held between

2018 and 2022, inclusive.

Original appointment: 12 April 2017. Re-elected

at each Annual General Meeting held between

2018 and 2022, inclusive.

Original appointment: 11 April 2017. Re-elected

at each Annual General Meeting held between

2018 and 2022, inclusive.

Skills and experience: Skills and experience: Skills and experience: Skills and experience:

Mr. Kutman has been Chairman of the Board

since April 2017, being re-elected annually,

and is Chairman of the Board and a founding

shareholder of GIH. In addition to his continuing

executive involvement in non-organic business

development for the Group, Mr. Kutman was

appointed CEO of the Company effective May

2022 as set out on page 80. He is a member

of TUSIAD (Turkish Industry & Business

Association) and DEIK (Foreign Economic

Relations Board) and a former Director of Alarko

REIT, a BIST–listed real estate investment trust.

Prior to founding securities firm Global Menkul

Değerler A.Ş. (GMD) in 1990, Mr. Kutman was

Project Manager at Net Holding A.Ş., a Turkish

corporate group involved in tourism and related

sectors, from 1989 to 1990. Between 1984 and

1989, he resided in the United States where

he was Vice President of North Carolina

National Bank, Sexton Roses Inc. and

Philip Bush & Associates.

Mrs. Bensel was first appointed to the Board on

12 April 2017 and has been re-elected annually.

She is also a member of the Board of Directors

of GIH and was Managing Director of its Real

Estate Division and Chairperson of Pera REIT

Company until 2020. Previously, until the

sale of Global Hayat in 2005, Mrs. Bensel was

Chairperson of its Board of Directors and its

CEO. Mrs. Bensel was formerly a member of the

Board of Directors of GMD where, between 1993

and 1999, she was Assistant Director and then

Co-Director of Research. Prior to joining GMD as

an equity research analyst in 1991, Mrs. Bensel

was a manager in foreign exchange dealings

in the Turkish banking sector. Mrs. Bensel is

a member of the Company’s Remuneration

Committee and its Nomination Committee.

Mr. Bayle was first appointed to the Board

on 12 April 2017 and has been re-elected

annually. He is also a member of the Board of

Directors of GPH CPF. Over the course of 32

years, Mr. Bayle held top executive positions in

various countries for Tetra Pak. As the former

Managing Director of Tetra Pak Türkiye, he

was responsible for developing operations in

Türkiye, and regions including Central Asia

and the Caucasus. He also worked in the

Balkans. After retiring from Tetra Pak, Mr. Bayle

established Magnetic North, a management

consulting firm providing mentoring and

consulting services to large multinational

companies in the greater Middle East region,

with particular emphasis on human resources,

organisational processes and development.

Mr. Bayle received numerous awards during his

professional career and has been recognised

for his many contributions to business and

social organisations. Mr. Bayle is Chairman

of the Company’s Nomination Committee,

Remuneration Committee and Audit and

Risk Committee.

Mr. Ergül was first appointed to the Board on

11 April 2017 and has been re-elected annually.

Mr. Ergül has spent his career as a private

equity and investment banking professional,

beginning in the corporate credit group of

Citibank in Türkiye in 1993. Mr. Ergül is also

involved in the management of a private equity

fund with investments in Türkiye and the

Balkan countries. Mr. Ergül is a member of the

Company’s Audit and Risk Committee.

Education: Education: Education: Education:

Mr. Kutman holds a BA (Hons) degree from

Boğaziçi University and an MBA degree from

the University of Texas.

Mrs. Bensel holds a BA degree in Business

Administration and Finance from Hacettepe

University, Ankara.

Mr. Bayle holds a Master’s degree in Business

and Finance from France’s Dauphine Université.

He is also an alumnus of the Swiss Business

School IMD.

Mr. Ergül holds an undergraduate degree

from the Middle East Technical University in

Ankara, Türkiye, and an MBA degree with a

concentration in Finance from the University

of Florida.

Other current roles: Other current roles: Other current roles: Other current roles:

Chairman of the Board of Directors of GIH

and of the Boards of Directors of several

Group subsidiaries. Mr. Kutman also actively

endows Yale University’s brain tumour research

programme through the Gregory M. Kiez and

Mehmet Kutman Foundation.

Member of the Boards of Directors of several

Group subsidiaries and of GIH.

Member of the Board of Directors of GPH CPF.

Private equity fund manager and member of

the Boards of Directors of several Group and

GIH subsidiaries.

Ayşegül Bensel

Non-Executive

Vice Chairperson

Jérôme Bernard

Jean Auguste Bayle

Independent

Non-Executive Director

Mehmet Kutman

Executive Chairman, Chief Executive

Officer (CEO) and Group Co-Founder

Global Ports Holding PLC Annual Report 2023

Financial statements Shareholder informationGovernance reportStrategic report

75Global Ports Holding PLC Annual Report 2023

Dates of appointment: Dates of appointment: Dates of appointment: Dates of appointment:

Original appointment: 11 April 2017. Re-elected

at each Annual General Meeting held between

2018 and 2022, inclusive.

Original appointment: 12 April 2017. Re-elected

at each Annual General Meeting held between

2018 and 2022, inclusive.

Original appointment: 12 April 2017. Re-elected

at each Annual General Meeting held between

2018 and 2022, inclusive.

Original appointment: 11 April 2017. Re-elected

at each Annual General Meeting held between

2018 and 2022, inclusive.

Skills and experience: Skills and experience: Skills and experience: Skills and experience:

Mr. Kutman has been Chairman of the Board

since April 2017, being re-elected annually,

and is Chairman of the Board and a founding

shareholder of GIH. In addition to his continuing

executive involvement in non-organic business

development for the Group, Mr. Kutman was

appointed CEO of the Company effective May

2022 as set out on page 80. He is a member

of TUSIAD (Turkish Industry & Business

Association) and DEIK (Foreign Economic

Relations Board) and a former Director of Alarko

REIT, a BIST–listed real estate investment trust.

Prior to founding securities firm Global Menkul

Değerler A.Ş. (GMD) in 1990, Mr. Kutman was

Project Manager at Net Holding A.Ş., a Turkish

corporate group involved in tourism and related

sectors, from 1989 to 1990. Between 1984 and

1989, he resided in the United States where

he was Vice President of North Carolina

National Bank, Sexton Roses Inc. and

Philip Bush & Associates.

Mrs. Bensel was first appointed to the Board on

12 April 2017 and has been re-elected annually.

She is also a member of the Board of Directors

of GIH and was Managing Director of its Real

Estate Division and Chairperson of Pera REIT

Company until 2020. Previously, until the

sale of Global Hayat in 2005, Mrs. Bensel was

Chairperson of its Board of Directors and its

CEO. Mrs. Bensel was formerly a member of the

Board of Directors of GMD where, between 1993

and 1999, she was Assistant Director and then

Co-Director of Research. Prior to joining GMD as

an equity research analyst in 1991, Mrs. Bensel

was a manager in foreign exchange dealings

in the Turkish banking sector. Mrs. Bensel is

a member of the Company’s Remuneration

Committee and its Nomination Committee.

Mr. Bayle was first appointed to the Board

on 12 April 2017 and has been re-elected

annually. He is also a member of the Board of

Directors of GPH CPF. Over the course of 32

years, Mr. Bayle held top executive positions in

various countries for Tetra Pak. As the former

Managing Director of Tetra Pak Türkiye, he

was responsible for developing operations in

Türkiye, and regions including Central Asia

and the Caucasus. He also worked in the

Balkans. After retiring from Tetra Pak, Mr. Bayle

established Magnetic North, a management

consulting firm providing mentoring and

consulting services to large multinational

companies in the greater Middle East region,

with particular emphasis on human resources,

organisational processes and development.

Mr. Bayle received numerous awards during his

professional career and has been recognised

for his many contributions to business and

social organisations. Mr. Bayle is Chairman

of the Company’s Nomination Committee,

Remuneration Committee and Audit and

Risk Committee.

Mr. Ergül was first appointed to the Board on

11 April 2017 and has been re-elected annually.

Mr. Ergül has spent his career as a private

equity and investment banking professional,

beginning in the corporate credit group of

Citibank in Türkiye in 1993. Mr. Ergül is also

involved in the management of a private equity

fund with investments in Türkiye and the

Balkan countries. Mr. Ergül is a member of the

Company’s Audit and Risk Committee.

Education: Education: Education: Education:

Mr. Kutman holds a BA (Hons) degree from

Boğaziçi University and an MBA degree from

the University of Texas.

Mrs. Bensel holds a BA degree in Business

Administration and Finance from Hacettepe

University, Ankara.

Mr. Bayle holds a Master’s degree in Business

and Finance from France’s Dauphine Université.

He is also an alumnus of the Swiss Business

School IMD.

Mr. Ergül holds an undergraduate degree

from the Middle East Technical University in

Ankara, Türkiye, and an MBA degree with a

concentration in Finance from the University

of Florida.

Other current roles: Other current roles: Other current roles: Other current roles:

Chairman of the Board of Directors of GIH

and of the Boards of Directors of several

Group subsidiaries. Mr. Kutman also actively

endows Yale University’s brain tumour research

programme through the Gregory M. Kiez and

Mehmet Kutman Foundation.

Member of the Boards of Directors of several

Group subsidiaries and of GIH.

Member of the Board of Directors of GPH CPF.

Private equity fund manager and member of

the Boards of Directors of several Group and

GIH subsidiaries.

Ms. Chilcott has been Company Secretary since

20 October 2017, replacing TMF Corporate

Administration Services Limited, which served

as the first Company Secretary from 11 April

2017 to 25 October 2017. She also serves as

secretary to the three Committees of the

Board and is Company Secretary to GPDS

and GPH CPF.

At the time of joining the Company, Ms. Chilcott

had worked for a UK company secretarial firm

since December 2015. Prior to moving to the UK

in July 2014, Ms. Chilcott resided in the British

Virgin Islands where she practised corporate

law with Conyers Dill & Pearman, specialising in

investment funds and infrastructure financing,

from September 2008. Previously, Ms. Chilcott

resided in Istanbul where she was an adviser to

GMD, and subsequently to GIH, between July

1996 and September 2008.

Ms. Chilcott began her career in Toronto,

where she trained and practised with the firms

McCarthy Tétrault and Torys between 1990 and

1996, taking leave to lecture company law at

the University of Auckland in 1993 and 1994.

Ms. Chilcott was admitted to the Ontario Bar in

1990 and has been a solicitor (non-practising)

in England and Wales since 2011. Ms. Chilcott

holds a BA (Hons) degree from McGill

University, an LLB degree from the University

of Toronto and an LLM (First) degree from

Queens’ College, University of Cambridge.

Ercan Nuri Ergül

Non-Executive Director

Alison M. Chilcott

Company Secretary

Note:

1 The Board, as established in April 2017, consisted

of the Executive Chairman and six Non-Executive

Directors of whom, until November 2020, at least

three were independent. The Board intends to

appoint one or more new Independent Non-Executive

Directors. Although that process had commenced

in 2020, it was postponed in order to allow the

Company to focus on responding to challenges

created by the continuing Covid-19 pandemic

and on post-pandemic recovery.

76 Global Ports Holding PLC Annual Report 2023

Senior Executive Team

The following senior executives constituted the Group’s senior management team

(‘Senior Executive Team’) throughout the Reporting Period:

As set out on page 80, effective May 2022,

Mr. Kutman was appointed CEO in addition to

his role as Executive Chairman. Mr. Kutman’s

biographical details are set out on page 74.

Date of appointment: Date of appointment: Date of appointment:

2 July 2020 (with effect from

1 September 2020)

12 April 2017 15 January 2018

Skills and experience: Skills and experience: Skills and experience:

Mr. Fomferra took up the position of CFO on

1 September 2020. Since 2016, he had been

Director of Corporate Finance at GIH, with

responsibility for capital market and structured

financing activities for the GIH Group of

companies as a whole. In that capacity, and

in his previous role as Managing Director of

Global Securities/IEG-Global, Mr. Fomferra

was closely involved in all of GPH’s financing

transactions, including the issuance of its

Eurobond in 2014 and the IPO in 2017. Prior to

joining the GIH group in 2012, Mr. Fomferra was

Head of Structured Finance at Fresenius VAMED

Germany, focussing on international healthcare

Public Private Partnership projects in Europe.

Previously, he was part of the corporate finance

team at DB Mobility Logistics AG (Deutsche

Bahn), working on project and capital market

financings from 2009 to 2010. Mr. Fomferra

started his career in investment banking, where

he advised on international M&A and structured

financing transactions from 2005 to 2009.

Mr. Xuereb was appointed COO in August 2016.

He has been involved in the cruise industry

since the inception of Valletta Cruise Port

Plc in 2002, serving as its CFO until 2014 and

subsequently as its General Manager. He was

responsible for establishing the finance and

administration function and overseeing the

financing of the EUR 37 million capital intensive

project in Valletta Cruise Port, as well as

playing an active role in developing the cruise

line business and ancillary support services

in Malta. Mr. Xuereb formed part of the core

team during the IPO process and subsequent

expansion, and is responsible for the strategic

and operational direction of the ports across

the GPH network. He has over 25 years of

senior management experience, 16 of which are

in the cruise industry. He has previously held

positions in the audit and financial advisory

sectors, as well as the retail, property and

hospitality industries.

Dr. Gürsoy, who was appointed CLO as of

15 January 2018, established the Company’s

centralised legal function which advises Group

companies on all legal matters across the

Group. Prior to joining the Company, Dr. Gürsoy

was CLO, Company Secretary and an Executive

Director of Lightsource Renewable Energy

Holdings Limited (currently LightsourceBP).

Previously, she practised with the firms

Dentons and White & Case, specialising in

project finance, infrastructure, energy and

private equity. Dr. Gürsoy is a member of the

Law Society of England and Wales and the

Istanbul Bar Association. She is also a member

of the Board of the Turkish British Chamber of

Commerce and Industry, where she served as

Company Secretary between 2015 and 2017,

and is currently Vice Chairperson.

Education: Education: Education:

Mr. Fomferra holds an undergraduate degree

in Economics from the Technical University

of Berlin and an MSc degree and Diplom

Kaufmann from ESCP Business School.

Mr. Xuereb is a qualified accountant and

is a Fellow of the Chartered Institute of

Accountants in Malta. He also holds an MBA

degree from Henley Business School, University

of Reading.

Dr. Gürsoy holds an LLB degree from Istanbul

University Law School, a GDL degree from

College of Law, London and an LPC degree

from BPP Law School. She also holds an LLM

degree in Corporate and Commercial law from

the University of London and a PhD degree

in European Competition Law from King’s

College London. Dr. Gürsoy has also completed

the Financial Times London’s Non-Executive

Director Diploma programme.

Jan Fomferra

Chief Financial Officer (CFO)

Stephen Xuereb

Chief Operating Officer (COO)

and General Manager of Valletta

Cruise Port

Mehmet Kutman

Executive Chairman, CEO and Group

Co-Founder

77Global Ports Holding PLC Annual Report 2023

Financial statements Shareholder informationGovernance reportStrategic report

As set out on page 80, effective May 2022,

Mr. Kutman was appointed CEO in addition to

his role as Executive Chairman. Mr. Kutman’s

biographical details are set out on page 74.

Date of appointment: Date of appointment: Date of appointment:

2 July 2020 (with effect from

1 September 2020)

12 April 2017 15 January 2018

Skills and experience: Skills and experience: Skills and experience:

Mr. Fomferra took up the position of CFO on

1 September 2020. Since 2016, he had been

Director of Corporate Finance at GIH, with

responsibility for capital market and structured

financing activities for the GIH Group of

companies as a whole. In that capacity, and

in his previous role as Managing Director of

Global Securities/IEG-Global, Mr. Fomferra

was closely involved in all of GPH’s financing

transactions, including the issuance of its

Eurobond in 2014 and the IPO in 2017. Prior to

joining the GIH group in 2012, Mr. Fomferra was

Head of Structured Finance at Fresenius VAMED

Germany, focussing on international healthcare

Public Private Partnership projects in Europe.

Previously, he was part of the corporate finance

team at DB Mobility Logistics AG (Deutsche

Bahn), working on project and capital market

financings from 2009 to 2010. Mr. Fomferra

started his career in investment banking, where

he advised on international M&A and structured

financing transactions from 2005 to 2009.

Mr. Xuereb was appointed COO in August 2016.

He has been involved in the cruise industry

since the inception of Valletta Cruise Port

Plc in 2002, serving as its CFO until 2014 and

subsequently as its General Manager. He was

responsible for establishing the finance and

administration function and overseeing the

financing of the EUR 37 million capital intensive

project in Valletta Cruise Port, as well as

playing an active role in developing the cruise

line business and ancillary support services

in Malta. Mr. Xuereb formed part of the core

team during the IPO process and subsequent

expansion, and is responsible for the strategic

and operational direction of the ports across

the GPH network. He has over 25 years of

senior management experience, 16 of which are

in the cruise industry. He has previously held

positions in the audit and financial advisory

sectors, as well as the retail, property and

hospitality industries.

Dr. Gürsoy, who was appointed CLO as of

15 January 2018, established the Company’s

centralised legal function which advises Group

companies on all legal matters across the

Group. Prior to joining the Company, Dr. Gürsoy

was CLO, Company Secretary and an Executive

Director of Lightsource Renewable Energy

Holdings Limited (currently LightsourceBP).

Previously, she practised with the firms

Dentons and White & Case, specialising in

project finance, infrastructure, energy and

private equity. Dr. Gürsoy is a member of the

Law Society of England and Wales and the

Istanbul Bar Association. She is also a member

of the Board of the Turkish British Chamber of

Commerce and Industry, where she served as

Company Secretary between 2015 and 2017,

and is currently Vice Chairperson.

Education: Education: Education:

Mr. Fomferra holds an undergraduate degree

in Economics from the Technical University

of Berlin and an MSc degree and Diplom

Kaufmann from ESCP Business School.

Mr. Xuereb is a qualified accountant and

is a Fellow of the Chartered Institute of

Accountants in Malta. He also holds an MBA

degree from Henley Business School, University

of Reading.

Dr. Gürsoy holds an LLB degree from Istanbul

University Law School, a GDL degree from

College of Law, London and an LPC degree

from BPP Law School. She also holds an LLM

degree in Corporate and Commercial law from

the University of London and a PhD degree

in European Competition Law from King’s

College London. Dr. Gürsoy has also completed

the Financial Times London’s Non-Executive

Director Diploma programme.

Ece Gürsoy

Chief Legal Officer (CLO)

78 Global Ports Holding PLC Annual Report 2023 Global Ports Holding PLC Annual Report 2023

The role of the Board

and its committees

The Board is responsible for

overseeing the management of the

Company and approves all its major

decisions. Subject to the provisions

of the Companies Act 2006,

the Articles of Association (the

Articles) and to directions given by

special resolution of the Company,

the Board may exercise all the

powers of the Company, whether

relating to the management of the

business or not. The Board meets

regularly, normally once a quarter,

and is instrumental in planning the

medium- and long-term strategy of

the Company.

Board resolutions are passed by

a simple majority of Directors

present at a meeting or unanimously

in writing. Matters reserved for

consideration by the Board are

detailed in a schedule that was

first approved by the Board in

December 2017 and is reviewed

annually. These reserved matters

include setting the Group’s values

and standards, approval of long-

term objectives and commercial and

investment strategy, annual budgets,

changes to capital structure,

and of contracts, borrowing and

investments over defined levels.

The schedule of matters reserved

for the Board can be found at www.

globalportsholding.com under

Investors – Governance – Policies.

The diagram below sets out Board

and committee membership

throughout the Reporting Period

and the reporting structure of the

Senior Executive Team and port

management (collectively with

other senior managers within

the Group, senior management),

the Company Secretary and the

Head of Internal Audit (HIA), who

reports to the Audit and Risk

Committee, in relation to the

Board and its committees.

The Board considers legislative,

environmental, health and safety,

governance and employment issues,

and approves policies. The Board

is also ultimately responsible for

determining the nature and extent

of significant risks and maintaining

sound risk management and internal

control procedures throughout

the Group. The Board’s specific

responsibilities in that regard are:

• to ensure the design and

implementation of appropriate

risk management and internal

control systems that identify the

risks facing the Group and enable

the Board to make a robust

assessment of the principal risks;

• to determine the nature and extent

of the principal risks faced, and to

gauge those risks that the Group

is willing to take in achieving its

strategic objectives (risk appetite);

• to ensure that the appropriate

culture and reward systems have

been embedded throughout

the Group;

Mehmet Kutman

Executive Chairman-CEO

Jérôme Bernard Jean Auguste Bayle

Independent Non-Executive Director

C C

Ayşegül Bensel

Vice Chairperson

Non-Executive Director

Ercan Nuri Ergül

Non-Executive Director

Senior Executive Team

Port management

Company Secretary

Head of Internal Audit

1 The Board intends to appoint one or more new Independent Non-Executive Directors in the near term. Departures during 2020 and 2021 created

vacancies on the Board, and a search for new members commenced in 2020. However, that process was postponed in order to allow the Company to

focus on responding to challenges created by the Covid-19 pandemic and on post-pandemic recovery.

Board of Directors and Committee memberships

Board Committees

Nomination Committee

Remuneration Committee

Audit and Risk Committee

Corporate governance framework

M – Member

C – Chairman

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Financial statements Shareholder informationGovernance reportStrategic report

• to agree how the principal risks

should be managed or mitigated

to reduce the likelihood of their

incidence or their impact;

• to monitor and review the risk

management and internal control

systems, and management’s

process of monitoring and

reviewing, and satisfying itself that

they are functioning effectively

and that corrective action is being

taken where necessary; and

• to ensure sound internal and

external information and

communication processes,

and taking responsibility for

external communication on risk

management and internal control.

The Board also reviews the

performance of, and provides

counsel to, the Senior Executive

Team in its day-to-day running

of the business, and is ultimately

responsible for the safeguarding of

shareholders’ interests and ensuring

its own effectiveness.

Day-to-day management of the

Group is delegated to the CEO

and other members of the Senior

Executive Team as described further

below. The position of CEO does not

of itself confer Board membership,

however Executive Chairman Mehmet

Kutman was appointed by the Board

to take on the role of CEO effective

May 2022 to guide the business

during its recovery from the Covid-19

pandemic and going forward. No

other member of senior management

is a member of the Board; however,

the CFO regularly attends Board and

Audit and Risk Committee meetings.

The Committees

There are three committees of the

Board, namely: the Nomination

Committee, the Audit and Risk

Committee and the Remuneration

Committee, which were constituted

on 12 April 2017. Following the 2022

AGM, the pre-existing membership

of each committee remained the

same. The committees’ Terms of

Reference (TOR) can be found

at www.globalportsholding.com

under Investors – Governance –

Committees.

The Nomination Committee reviews

the structure, size and composition

(including the skills, knowledge,

independence, experience and

diversity) of the Board and its

committees and recommends

Directors for re-election. It also

has responsibility to:

• consider succession planning

for Directors and other

senior management;

• assist the Executive Chairman

with the implementation of an

annual evaluation process to

assess the overall and individual

performance of the Board and its

committees; and

• identify and nominate, for the

approval of the Board, candidates

to fill Board vacancies.

The Audit and Risk Committee

reviews the integrity of the

financial information provided

to shareholders, oversees the

Company’s system of internal

controls and risk management,

approves the internal and external

audit process, and monitors the

process for compliance with relevant

laws, regulations and policies. The

Internal Audit Function (IA Function)

was established in 2019 and is

accountable to the Audit and Risk

Committee, with the HIA meeting

with the Committee Chairman and

attending meetings of the Audit and

Risk Committee on a regular basis.

As set out in detail on page 87 in the

Audit and Risk Committee’s report,

in order to strengthen the legal

compliance function, the Company

is also actively seeking

to recruit an experienced

compliance officer.

The Remuneration Committee

recommends and reviews the

Remuneration Policy of the Group,

ensuring that it is aligned with the

long-term success of the Company,

and oversees the level and structure

of company-wide remuneration

in order to include all Group

employees. It also recommends and

monitors the level and structure

of remuneration of the Executive

Chairman and members of the

Senior Management Team. The

Human Resources Director meets

with the Committee Chairman and

attends meetings of the Committee

on a regular basis.

Retirement and election

Under the Articles, all of the

Directors retire and are subject to

re-election at each Annual General

Meeting (AGM).

There were no retirements or other

departures from the Board during

the Reporting Period. However,

departures during 2020 and 2021

created vacancies. The Board

intends to appoint one or more

new Independent Non-Executive

Directors in the near term.

Independence

The Board was constituted in April

2017 with seven members, consisting

of the Chairman and six Non-

Executive Directors of whom, until

November 2020, at least three

were independent.

As at the date of this Annual Report,

Jérôme Bayle continues to serve

as an Independent Director and

there are outstanding vacancies on

the Board as a result of departures

in 2020 and 2021. As set out in its

report on page 93, the Nomination

Committee has determined to

proceed with the search for one

or more qualified candidates for

appointment as Independent

Non-Executive Director. Although

that process commenced in 2020,

it was postponed in order to allow

the Company to focus on responding

to challenges created by the

Covid-19 pandemic and on post-

pandemic recovery.

No shareholder of the Company has

had any right to nominate Board

members since July 2020, when The

Relationship Deed dated 2 May 2017

between the Company, GPH B.V. and

GIH was terminated.

80 Global Ports Holding PLC Annual Report 2023 Global Ports Holding PLC Annual Report 2023

Operation of the Board

Meeting attendance

The Board meets regularly, and normally at least once per fiscal quarter. The Board held a total of

eight meetings during the Reporting Period, including quarterly meetings in April, July, September and

December 2022 and March 2023. During the Reporting Period, the Directors also approved 16 unanimous

written resolutions.

The table below, together with the attendance tables in the committee reports, show the number of meetings

that the individual Directors could have attended, and their actual attendance, during the Reporting Period.

Although the attendance of Directors only is shown, the CFO also attended all of the Board’s regular

meetings. Other members of senior management also attended Board meetings from time to time at the

invitation of the Executive Chairman.

Director Attendance No. of meetings

Mehmet Kutman 8 8

Ayşegül Bensel 8 8

Jérôme Bayle 8 8

Ercan Ergül 8 8

Conflicts of interest

The Companies Act 2006 places a

duty on the Directors to ensure that

they do not, without the Company’s

prior consent, place themselves in

a position where there is a conflict,

or possible conflict, between the

duties they owe the Company and

either their personal interests or

other duties they owe to a third

party. Under the Articles, a Director

must declare actual or potential

conflicts of interest and interests in

existing or proposed transactions

or arrangements with the Company

and may be prohibited from voting

on or being counted in the quorum

in relation to a resolution concerning

such a transaction or arrangement.

The Board has the authority to

resolve a conflict of interest on such

terms as it may determine.

Directors’ indemnity and insurance

The Company has provided

indemnities to the Directors (to the

extent permitted by the Companies

Act 2006) in respect of liabilities

incurred as a result of their office.

The Company also maintains

appropriate insurance cover against

legal action brought against its or its

subsidiaries’ Directors and officers.

Neither the indemnity nor insurance

provides cover in some events such

as when a Director is proved to have

acted dishonestly or fraudulently.

The role of senior management

Day-to-day management of the

Group is delegated to the Senior

Executive Team, which is supported

by finance, human resources,

marketing, investor relations and

other administrative staff.

Effective May 2022, former CEO

Emre Sayın stepped down in

order to pursue new business

opportunities outside the Group

and Executive Chairman Mehmet

Kutman was appointed CEO. Since

that time, in addition to Mr. Kutman,

the Senior Executive Team has

included the CFO, COO and CLO.

The CFO attended all regular Board

meetings and meetings of the Audit

and Risk Committee, in whole or in

part, during the Reporting Period.

An extensive joint update from the

CEO and the CFO is a standard item

on the agenda for regular Board

meetings. Other members of senior

management also attend Board and

committee meetings on request,

and the Company Secretary acts as

a further liaison between the Board

and the Senior Executive Team.

In turn, the Senior Executive Team

oversees and interacts with the

individual port management teams

in accordance with the Company’s

well-defined operating model,

which relies on four distinct pillars:

organisation, governance, functions

and technology. The operating

model centralises the senior

management of the operations

of each port within its enterprise

and is based on operational and

commercial synergies to promote

maximum efficiency. As there are

significant differences (including

the terms of concession and

management agreements and

applicable legislation) between the

operations of each of the Group’s

ports, there is no single port-level

operating model. Instead, the

Company’s operating model pillars

are defined in each case in harmony

with its integration agenda: to

identify and capitalise on potential

synergies, service opportunities and

operational efficiency. As such, the

Company’s headquarters and port

operations are able to share and

combine best practices.

In order to facilitate that process and

to maintain operational discipline as

the Group expands geographically,

the Company refined its operating

model in 2019 by introducing a

regional division under which

the Group’s port operations are

currently grouped into five main

regions: The Americas (Antigua,

Nassau and Prince Rupert ports),

West Med & Atlantic (Barcelona,

Málaga, Canary Islands, Tarragona,

Alicante, Vigo, Kalundborg, Lisbon

and Singapore ports), Central Med

Corporate governance framework continued

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(Cagliari, Catania, Crotone, Taranto,

Venice, La Goulette and Valletta

ports), East Med & Adriatic (Bodrum,

Kuşadası and Zadar ports) and

Other (Ha Long Bay and Adria-Bar

ports). Management of the ports

within each region is overseen by

a Regional Director who reports to

the COO, and port performance is

assessed monthly on a regional and

port-by-port basis.

Division of responsibilities

Effective May 2022, when the former

CEO stepped down, Executive

Chairman Mehmet Kutman was

appointed by the Board to take on the

role of CEO. Accordingly, Mr. Kutman

held dual roles as Executive Chairman

and CEO during most of the

Reporting Period and continues to

do so at the date of this Report.

Nevertheless, the responsibilities

of each role remain separate and

clearly defined. In the capacity of

CEO, Mr. Kutman is able to rely on

the experienced support of the

Senior Executive Team in overseeing

the day-to-day management of the

Group, enabling him to continue to

lead the Board and steer business

development strategy in his capacity

as Executive Chairman.

The Executive Chairman is primarily

responsible for leadership of the

Board and has a pivotal role in

creating the conditions for individual

Director and Board effectiveness

and ensuring a culture of openness

and debate in the boardroom. As

its Chairman, he is responsible for

setting the Board’s agenda and

works closely with the Company

Secretary in this regard. He ensures

that the discussion time afforded

to agenda items at Board meetings

is adequate and used effectively. It

is also his responsibility to ensure

effective communication with

the shareholders. In an executive

capacity, the Executive Chairman

is also significantly involved

in the Group’s non-organic

business development.

The CEO, supported by the other

members of the Senior Executive

Team, is responsible for the day-

to-day management of the Group

and, in the course thereof, the

satisfactory execution of policies

and strategy agreed by the Board.

Diversity

At the employee level, the principle

of diversity is recognised in the

Code of Ethics, which sets out the

Group’s commitment to maintaining

a comprehensive and diverse

workplace, and in the separate

Human Rights Policy, which

mandates fair and equal processes

in recruitment and employment.

Consistent with our commitment to

diversity, there is a mix of men and

women with diverse backgrounds

throughout the Group and various

senior management positions within

the Company and its subsidiaries are

held by women.

At the Board level, the Directors

have been selected for their diversity

of background as well as personal

attributes, and they bring a wide

range of skills and varied commercial

experience to the Board and its

committees. The Vice Chairperson

of the Board is a woman, as is the

Company Secretary. The Board

Diversity Policy, which can be found

at www.globalportsholding.com

under Investors – Governance –

Policies, entrenches the Company’s

commitment to maintaining

diversity of approach and thought.

It expressly recognises the benefits

that diversity in its broadest sense

can bring to the Board and its

committees and, without limitation,

the role that women with the

right skills and experience can

play in contributing to diversity of

perspective in the boardroom.

As set out in its report on page 93,

the Nomination Committee has

reaffirmed that diversity, including

increased female membership,

will continue to be an important

consideration in respect of future

Board appointments.

Areas of focus during

the Reporting Period

As set out in the Company’s

2022 Annual Report, easing

workforce-related cost-saving

measures instituted in response

to the Covid-19 pandemic (the

Employment Measures) was a

priority for the Board in the Previous

Reporting Period, culminating in

the reinstatement of pre-pandemic

salaries as of January 2022. At

its first meeting of the current

Reporting Period, the Board

approved the immediate repayment

of all outstanding salary amounts

deferred under the Employment

Measures, in full termination of

those measures.

Executive Chairman CEO

As Chairman of the Board, the Executive Chairman’s

primary role is to lead an effective Board, which provides

direction to senior management.

The Executive Chairman has also assumed significant

executive responsibilities for the Group’s non-organic

business development, which complement the day-to-

day executive responsibilities of the CEO.

The CEO’s role is to lead the Senior Executive Team.

The position of CEO does not of itself confer Board

membership, however, the CEO attends Board meetings

and reports and is accountable to the Board. As set out

above, the current CEO is also the Executive Chairman

and therefore is a Board member.

82 Global Ports Holding PLC Annual Report 2023 Global Ports Holding PLC Annual Report 2023

As more fully set out on page 97

in the Remuneration Committee’s

report (the Remuneration report),

the Board also approved the partial

vesting of Restricted Stock Units

(RSUs) and issue of the underlying

shares pursuant to the Company’s

long-term incentive plan (LTIP)

in recognition of the pandemic’s

extraordinary adverse impact on

Group business and the loyalty

of LTIP-eligible employees who

continued to serve under the

Employment Measures.

With the exigencies of the pandemic

in the past, however, the Board was

also able to intensify its focus on

other areas during the Reporting

Period and business development

was prominent among them, with

extensive Board activity in relation

to new and existing ports from the

summer of 2022 through the end

of the Period. At the initiative of the

Executive Chairman-CEO, the Board

became involved in prospective port

projects from an early stage, and

during the Reporting Period oversaw

the Group’s acquisition of operating

or management rights for the Las

Palmas de Gran Canaria, Arrecife

(Lanzarote), Puerto del Rosario

(Fuerteventura), San Juan, Prince

Rupert and Alicante cruise ports in

addition to approving the pursuit

of several ongoing port projects,

including St Lucia in respect of

which the Company signed a

Memorandum of Understanding

in October 2022.

The Board was also regularly

apprised of the progress of capital

investment projects at the Group’s

existing ports, including construction

works at the Nassau Cruise Port, and

approved financing arrangements for

capital investments at the Tarragona

and Canary Islands and the bond

issue by a Maltese subsidiary for

expansion projects across the Group.

Near the end of the Period, the

Board also approved the exercise

by the Company’s majority-owned

subsidiary of its option to extend

the concession agreement for Ege

Port, the Group’s original cruise

port at Kuşadası, Türkiye by an

additional 19 years to 2052 (the Ege

Port Extension), and a draw-down

of approximately USD 38.9 million

of the growth facility (Facility B)

under the loan arrangement entered

into in 2021 with investment funds

managed by global investment firm

Sixth Street (the Financing) to fund it,

including the payment of an upfront

concession fee of approximately

USD 38.4 million. In connection with

the partial drawdown of Facility

B, the Board also approved the

issuance to the Financing lender

of additional warrants to subscribe

for ordinary shares of the Company

as set out under ‘Share capital and

shareholders – Warrants’ on page

84. The Ege Port Extension was

granted by the Turkish Privatization

Administration during the first

quarter of the current fiscal year.

The Company’s senior management

was another area of focus during

the Reporting Period, with the

appointment of Executive Chairman

Mehmet Kutman as CEO effective

May 2022.

The Board also devoted

considerable time to the assessment

of an approach received in June

2022 regarding a potential cash

offer for all of the shares in the

Company by SAS Shipping Agencies

Services Sarl (SAS), a wholly-owned

subsidiary of MSC Mediterranean

Shipping Company Holdings S.A.

Following careful deliberation, the

Board terminated discussions with

SAS in July 2022, at which time the

Board reasserted its confidence in

the Company’s strategic direction as

an independent port operator with

open access cruise port concessions

and arm’s length treatment of

berthing rights for all its customers.

In light of the continued emergence

of significant business opportunities

as the Reporting Period progressed,

the Group’s capital and financing

structure came to the fore. During

July and August 2022, the Board

approved the entering into of a

subordinated term loan facility of

up to USD 15 million, which was

subsequently increased to USD

30 million, with GIH following

assessments by the Independent

Director, to help support the

continued expansion of the Group

while cruise operations were

significantly impacted by Covid.

The Company announced in January

2023 that it was undertaking a

strategic review of the Group’s

current capital and financing

structure, including a range

of potential corporate activity

including strategic investments, joint

ventures and new partnerships, for

the purpose of exploring ways to

maximise value for all stakeholders.

In connection therewith, the Board

is continuing to evaluate the

optimal balance sheet structure and

alternative funding options for the

Group to achieve a stable, long-

term funding base for the Group

and optimise the cost of capital.

Amongst other avenues, the Board

is evaluating the possibility, and

taking expert advice on the matter,

of obtaining a private rating for the

prospective issuance of further debt

instruments by the Group.

Shortly after the end of the

Reporting Period, Nassau Cruise

Port Limited successfully refinanced

its private bond offering. The

refinancing resulted in an increase

in the nominal outstanding amount

to USD 145 million from USD

134.3 million and a reduction in

the coupon to 6.0% from 8.0%,

reducing annual debt service cost

by approximately USD 2 million.

The maturity date of 2040 remains

unchanged as does the principal

repayment schedule which is 10

equal annual payments from June

2031. The bond remains non-

recourse to GPH or any other Group

entity other than NCP.

Board evaluation

The Board is committed to regular

evaluation of its own effectiveness

and that of its committees. Towards

that end, it has provided for

performance evaluations of the

committees, the full Board and the

Directors individually to be made in

Corporate governance framework continued

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Financial statements Shareholder informationGovernance reportStrategic report

three-year cycles, taking the form

of an internal assessment by the

Executive Chairman for each of the

first two years and an assessment

by an external consultant for the

third year.

To date, formal Board performance

evaluations have been postponed.

Initially, the Board agreed that it

would be premature to conduct

such evaluations in respect of

2018, the Company’s first full year

of existence, until the findings of

the strategic review undertaken

in mid-2019 had been presented

and considered. Subsequently,

the formal evaluation process was

further suspended having regard to

Board changes at the beginning of

2020, followed by the need to focus

on Covid-19 pandemic response and

recovery. However, the Executive

Chairman has regularly undertaken

informal assessments, and during

the Reporting Period, met with all

individual Board members to

discuss their role and performance

and to obtain their feedback on

governance matters.

Risk and internal control

The Board is responsible for the

Group’s system of internal controls

and for reviewing its effectiveness,

while the role of senior management

is to implement Board policies

on risk and control. However, this

system is designed to manage, rather

than eliminate, the risks of failure

to achieve business objectives, and

internal controls can only provide

reasonable assurance against

misstatement or loss. We note the

Governance Code recommendation

that the Board should review the

effectiveness of the Group’s system

of internal controls at least annually,

including financial, operational

and compliance controls, and risk

management. Within the Company,

the Audit and Risk Committee

undertakes such review and reports

thereon to the Board.

Risk management

The Group’s assessment of the

principal risks and uncertainties

it faces is described within the

Strategic report on pages 24, 26

and 27 and in the Risk Management

Framework on pages 30-39,

which outline the ongoing process

for identifying, evaluating and

managing significant risks.

The Group’s risk management

activities are based on a series of

well-defined risk management

principles derived from experience,

best practice, and corporate

governance regimes. The Group’s

enterprise risk management

(ERM) processes are designed to

identify, assess, respond, monitor

and, where possible, mitigate or

eliminate threats to the business

caused by changes in the business,

financial, regulatory and operating

environment.

The Board delegates to the CEO

responsibility for the effective

implementation and maintenance

of the risk management system.

Day-to-day responsibility for

risk management lies with senior

management. The Audit and Risk

Committee is authorised by the

Board to monitor, review and report

on the organisation, functionality

and effectiveness of ERM processes.

A comprehensive ERM system was

implemented during the Previous

Reporting Period. Under the

system, the IA Function provides

guidance to senior management

on responding to and reporting

risks. Another key role of the IA

Function with regard to ERM is to

provide objective assurance to the

Committee and the Board on the

identification and correct evaluation

of risks and the effectiveness of risk

management. During the Reporting

Period, the IA Function was active in

further developing and maintaining

the ERM system as a structured,

consistent and continuous system

across the Group for identifying,

assessing, deciding on responses to,

and reporting on, opportunities and

threats that affect the achievement

of Group objectives.

Internal control and compliance

The Group has a framework of

internal controls, which includes the

following key elements:

• the Board reviews Group strategy,

and senior management is

accountable for performance

within the agreed strategy;

• the Group’s port control

procedures are designed to ensure

complete and accurate accounting

of financial transactions and to

limit exposure to loss of assets

or fraud;

• the IA Function includes a process

whereby operating entities provide

certified statements of financial

compliance with specified and

appropriate key controls; those

controls are then cyclically tested

by the IA Function to ensure

they remain effective and are

being consistently applied. The

IA Function prescribes specific

actions for senior management to

take to correct any violations;

• once recruited, the new

compliance officer will continue

developing, overseeing and

evaluating control systems to

prevent and deal with violations

of legal guidelines and internal

policies in the Group’s jurisdictions

of operation. Until such

recruitment is completed, the

Internal Audit Function under the

supervision of the Audit and Risk

Committee has assumed this role;

• the Audit and Risk Committee,

which meets regularly, is central

to the framework of internal

controls. Its responsibilities and

the matters considered by it

during the Reporting Period are

fully set out in the Audit and Risk

Committee report on pages 86-91,

and include:

– receiving reports from the

HIA on the results of work

carried out under the annually

approved internal audit plan

and from the external auditors

– to whom the Committee has

full and unfettered access;

– annually assessing the

effectiveness of the assurance

provided by the IA Function

and the external auditors; and

84 Global Ports Holding PLC Annual Report 2023 Global Ports Holding PLC Annual Report 2023

– overseeing, receiving and

assessing reports on policy and

regulatory compliance within

the Group, including without

limitation, on anti-bribery and

money laundering processes.

Share capital and shareholders

Share capital

Details of the issued share capital,

together with details of the

movements in the Company’s issued

share capital during the Reporting

Period, are shown in Notes 21a) and

45 to the financial statements.

The share capital of the Company

consists of one class of ordinary

shares with a nominal value of GBP

0.01 each (ordinary shares or shares).

Each ordinary share carries the right

to one vote at general meetings

of the Company, to receive any

dividends declared according to the

amount paid up on the share and,

under general law, to participate

proportionally in any surplus assets

on winding up. The Directors are not

aware of any agreements between

holders of the Company’s ordinary

shares that may result in restrictions

on the transfer of securities or on

voting rights.

As at 31 March 2023, the Company’s

issued share capital consisted of

62,826,963 ordinary shares, which

has not changed at the date of this

Annual Report. No shares are held in

treasury. Therefore, the total voting

rights in the Company as at 7 July

2023 are 62,826,963.

In June 2023, the Board approved

the issuance of 66,600 shares,

representing 0.106% of the

Company’s issued share capital

(ISC), for nominal value to recipients

under the LTIP. See page 97 in the

Remuneration report.

At Admission, 50,000 redeemable

non-voting preference shares

(Redeemable Shares) with a nominal

value of GBP 1.00 each were in

existence, held by GPH B.V. The

Redeemable Shares were redeemed

for their nominal value in accordance

with their terms and cancelled in

February 2018. The Company does

not intend to issue any further

redeemable preference shares.

No person has any special rights of

control over the Company’s share

capital and all issued shares are fully

paid. No shares were repurchased

by the Company during the

Reporting Period.

Warrants

At the date of this Annual Report,

the Company has issued Warrants

to subscribe for 7,752,134 ordinary

shares. Of those, Warrants to

subscribe for 6,213,656 ordinary

shares were issued on a non-

preemptive basis upon the

completion of the Financing in

July 2021, representing 9.0% of

the Company’s fully diluted share

capital. Warrants to subscribe

for a further 1,538,478 shares,

representing an additional 2.0% of

the Company’s fully diluted share

capital, were issued on 23 March

2023 in connection with the partial

drawdown of Facility B for the

purpose of funding the Ege Port

Extension. See ‘Areas of focus

during the Reporting Period’ at

page 82.

Additional Warrants will be issued

pro rata to any further utilisation of

Facility B, as and when it occurs, and

upon the occurrence of specified

adjustment events. The Warrants

become exercisable upon the

occurrence of certain specified

events, including the acceleration,

repayment in full or termination of

the loan under the Financing, de-

listing of the Company or a change

of control.

Substantial shareholdings

As at 31 March 2023, the Company

had been notified, in accordance

with Rule 5 of the Disclosure

and Transparency Rules of the

substantial voting rights as a

shareholder of the Company set out

in the table and notes below.

As at 30 June 2023, being the latest

practicable date prior to publication

of this Annual Report, GIH has a

63.2% interest in the Company

through its 100% owned subsidiary

GPH BV, which is registered under

a nominee. The remaining 36.8% of

the total issued share capital of the

Company represents free float.

There were no significant share

transactions during the Reporting

Period. Under the Financing,

the loan agreement and other

agreements contain customary

financial and non-financial covenants

and change of control clauses

regarding maintaining ownership

of the Company and at GIH above

a certain threshold.

Substantial Shareholders (at 31 March 2023)

% of total voting rights Date of last notification

Global Ports Holding B.V. 63.2 27 September 2022

1 During the Reporting Period, the Company was notified:

(i) on 19 May 2022, that Lansdowne Partners had decreased their holding from 7.35% to 0.54% and

(ii) on 9 November 2022, that Första AP-fonden had decreased their holding from 3.88% to 2.99%.

2 Up to the end of the Reporting Period.

Corporate governance framework continued

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The Directors do not have any

direct ownership of shares of the

Company. However, as at 31 March

2023, Mehmet Kutman owned,

directly and indirectly, 33.8% of

GIH, representing 21.4% of the

Company. Since January 2019,

members of senior management

have had interests in shares of the

Company pursuant to the LTIP as

set out above and on page 97 in the

Remuneration report.

There are no specific restrictions

on the size of a holding nor on

the transfer of ordinary shares,

both of which are governed by the

general provisions of the Articles

and prevailing legislation. The

Articles may be amended by special

resolution of the shareholders.

Relations with shareholders

The Board is aware of the

importance of maintaining effective

and constructive communication

with its shareholders. The

Company’s website contains a

dedicated investors section that

provides through which investors

can access the Company’s

announcements, results,

presentations and reports. Shortly

before the end of the Reporting

Period, the investors section of

the website was updated and

relaunched as part of a broader

corporate website refresh.

During the Period, Covid-19-related

restrictions and guidance eased

compared to the Previous Reporting

Period. However, aspects of the

Company’s communication and

engagement with shareholders may

have permanently changed, with

virtual calls and meetings now more

prevalent than physical meetings.

During the Reporting Period, the

Board and certain members of

senior management met virtually

or physically with the Company’s

principal shareholders on various

occasions concerning Group

strategy, including takeover talks,

the Group’s financial position

and post-pandemic recovery.

The Company is aware of the

stewardship obligations of

institutional investors as set out in

the UK Stewardship Code, and it

works with its institutional investors

to ensure that they can satisfy these

requirements.

Continuing travel restrictions during

the first part of the Reporting Period

impacted investor engagement

around the full year 2022 and

2023 interim financial results.

The Company again engaged in

one-to-one calls with interested

investors rather than holding results

roadshows. As part of a planned

build-up in investor engagement,

the Company increased its

investor communication during the

Reporting Period, releasing monthly

traffic statistics and forecast data for

expected cruise calls and passenger

volumes for the calendar year 2023

and fiscal year 2024. In the second

half of the Reporting Period investor

engagement increased. The Board

also received reports concerning

relations with the major shareholders

and developments and changes in

their shareholdings.

2023 AGM

The Company’s 2023 AGM is

scheduled to be held at the

Company’s registered office at 3rd

Floor, 35 Albemarle Street, London

W1S 4JD on Thursday, 31 August

2023 at 11.00am BST.

As at the date of this Annual Report,

the Board expects that the 2023

AGM will be open to shareholders

and their appointed proxies who

choose to attend it in person.

However, should it become necessary

or appropriate for any reason to

postpone, to move and/or to make

alternative arrangements for holding

the 2023 AGM, the Board may do

so and shareholders will be given as

much notice as possible. Please see

page 121 for further information.

The notice of the 2023 AGM

(the AGM Notice) will be sent to

shareholders at least 21 clear days

before the meeting. The AGM

provides shareholders with an

opportunity to discuss the Group’s

progress and operations directly

with the Board, and the Company is

committed to providing shareholders

with that opportunity. Accordingly,

the AGM Notice will include details

of how shareholders can submit

questions related to the business

of the meeting in advance, and the

Company will endeavour to answer

key themes of the questions on its

website as soon as practical.

At the 2023 AGM, the Company will

propose separate resolutions on

each substantially separate issue and

the numbers of proxy votes cast for

and against each resolution will be

made available to shareholders when

voting has been completed.

Ayşegül Bensel

Vice Chairperson

11 July 2023

86 Global Ports Holding PLC Annual Report 2023 Global Ports Holding PLC Annual Report 2023

As Chairman of the Audit and Risk Committee

(the Committee) for the Company, I am pleased

to present the Committee’s report in respect of

the Reporting Period.

The Committee plays a vital role in

the financial probity of the business

with the ultimate aim of protecting

shareholders’ interests. In fulfilling

its role, it focuses on key areas

including financial controls and risk

management, financial reporting

and the independent external audit

of this Annual Report.

With the welcome abatement

of Covid-19, Group business

rebounded significantly during

the Reporting Period and new

growth opportunities emerged.

The Committee continued to play

a central role in monitoring the

Group’s post-pandemic financial

reporting and in strengthening and

reorganising its internal control and

reporting systems.

Areas of focus during the

Reporting Period

At its first meeting of the Period in

April 2022, the Committee received

the CFO’s report on results for the

first nine months of the Previous

Reporting Period, and a preliminary

presentation from the Company’s

external auditor PKF Littlejohn LLP

(PKF) outlining the audit plan for

the 2022 fiscal year. The Committee

also reviewed the draft budget for

the Reporting Period, which was

presented to the Board the

following day.

At meetings in July 2022, the

Committee focused on the

finalisation of the Company’s

consolidated financial statements

for the Previous Reporting Period.

It also received a report on the

progress of the internal audit

programme and reviewed and

MONITORING RECOVERY

AND GROWTH

Audit and Risk Committee report

Introduction by the Committee Chairman

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approved updated versions of

the Company’s Anti-Bribery and

Corruption and Sanctions Policies,

noting that an updated Code of

Ethics had earlier been approved

by written resolution.

Internal control systems were also

a focus in December 2022, with the

Committee reviewing the internal

audit plan for the 2023 calendar

year and, at the Board’s request,

embarking on the recruitment in

collaboration with the Remuneration

Committee of an experienced

compliance officer. The Committee

also received a report from PKF

about its interim review of the

Company’s consolidated results for

the six months ended 30 September

2022 as mandated by the Financing.

At its final meeting of the Reporting

Period, in February 2023, the

Committee received a preliminary

presentation from PKF outlining the

audit plan for the Reporting Period

and an overview from the CFO of

the 2024 draft budget, which was

presented to the Board the following

day. The Committee also considered

and approved a new segmental

reporting structure. By contrast to

the original port-by-port reporting

structure, which no longer reflected

the Group’s actual management

structure and had become unwieldy

due to the growing number of

ports, the new reporting structure

is consistent with the Group’s

regionally-based management

structure and discontinued

commercial sector reporting

which is no longer material to

overall results.

Financial reporting

and judgements for the

Reporting Period

At its meeting on 5 July 2023,

the Committee considered senior

management’s financial reports,

covering the Reporting Period-

end consolidated statement of

financial position and consolidated

statement of profit or loss and

other comprehensive income and

significant accounting matters,

together with the comments and

written reports of the external auditor.

The Committee’s conclusions with

respect to senior management’s

significant financial judgements are

set out below. The Committee has

reviewed this Annual Report including

the Company’s Reporting Period-

end financial statements, focusing

on key judgements as well as the

completeness and overall balance of

reporting to shareholders.

The Committee believes that PKF

as the Company’s external auditor

appropriately challenged senior

management’s key judgements and

estimates as part of their audit work

and the Committee has reviewed

their written reports provided. In

particular, the Committee took note

of the external auditor’s commentary

around the key audit matters set out

in the independent auditor’s opinion

on pages 123 to 129 of this document.

With respect to financial reporting

and significant financial judgements

for the Reporting Period, the

Committee has considered each key

audit matter identified and analysed

by senior management, in particular:

• the appropriate recognition of

revenue from all sources, including

primary port services, ancillary

services and construction revenue,

having particular regard to the

correct application of IFRS 15 and

IFRIC 12 and the calculation of

construction revenue in accordance

with underlying customer

contracts, in order to avoid material

misstatement; and

• the recoverability of intangible

assets, including goodwill, port

operation rights and investments

(parent only), in order to avoid the

non-recognition of any impairment

losses. The Committee considered

senior management’s impairment

assessments and value in use

calculations, including judgements

and estimations relating to cruise

call and passenger numbers,

container volumes and other key

inputs, and was satisfied that no

impairment was required.

The Committee closely considered

senior management’s going concern

analysis having regard to the positive

Group and industry recovery from

the pandemic. The Committee

agreed that the Group continued

actively to manage its short- and

long term financial viability, including

the flexibility of the cost structure

with a high share of variable costs.

The Committee noted, among other

circumstances, the use of previously

raised equity and bond proceeds to

finance major construction works in

Nassau, the drawdown of the growth

facility under the Financing for the

Ege Port Extension, the growth

financing raised mainly for European

expansions including the Malta bond,

and a minor waiver obtained from

one the Group’s lenders in respect

of the Group’s leverage covenant.

88 Global Ports Holding PLC Annual Report 2023 Global Ports Holding PLC Annual Report 2023

The Committee also noted senior

management’s conclusion that the

Group would have sufficient cash

resources to remain in operation and

remain within covenant requirements

for a period of not less than 12 months

from the date of approval of this

Annual Report.

Therefore, having considered

the analysis prepared by senior

management, the Committee was

satisfied that there was a reasonable

expectation that the Group would

have sufficient cash resources to

remain in operation and to remain

within covenant requirements for a

period of not less than 12 months from

the date of approval of this Annual

Report, and that the going concern

basis of accounting should continue

to be adopted in preparing the

consolidated financial statements.

Having regard to the foregoing, the

Committee approved the disclosure

in the financial statements for the

Reporting Period as well as the audit

report including the unqualified

opinion from PKF.

The Committee also reviewed the

Strategic report, the Governance

report, the Remuneration Committee

report and the Directors’ report

for the Reporting Period to ensure

that they complied with applicable

legal and regulatory requirements.

Noting that parts of the Annual

Report had also been reviewed by the

Company’s Legal Department and its

independent remuneration adviser,

the Committee was satisfied that the

Annual Report, taken as a whole, was

fair, balanced and understandable,

and provided the information

necessary for shareholders to assess

the Group’s position, performance,

business model and strategy.

Audit and Risk Committee report continued

Going forward

The recovery of Group business

since the pandemic has been

encouraging, however, the

Committee continues to monitor

closely changes in the Group’s

financial position and developments

in the cruise industry and our

jurisdictions of operation. The

Committee will also continue to

assist the Board in assessing the

financial implications of proposed

projects and strategic courses of

action, with a view to strengthening

the Group’s post-pandemic position

during the remainder of 2023

and beyond.

Towards that same goal, the

Committee will also seek to ensure

that the Group’s governance

practices, and particularly its internal

controls and risk management,

are robust.

Jérôme Bernard Jean Auguste Bayle

Chairman of the Audit

and Risk Committee

11 July 2023

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Role of the Audit and

Risk Committee

The Committee reviews the

integrity of the financial information

provided to shareholders, oversees

the Company’s system of internal

controls and risk management,

directs the internal and external

audit process, and monitors the

process for compliance with relevant

laws, regulations and policies.

The Committee’s key

responsibilities include:

• Financial reporting: monitoring

and ensuring the integrity of

the financial statements of the

Company, including its annual

and half-yearly reports, interim

management statements,

preliminary results announcements

and any other formal

announcement relating to its

financial performance, reviewing

significant financial reporting

issues and judgements which they

contain having regard to matters

communicated to it by the external

and/or internal auditor.

Meeting attendance

The table below shows the number of meetings that the individual members of the Committee could have

attended, and their actual attendance, during the Reporting Period. The Committee also approved two

unanimous written resolutions and made a written recommendation to the Board during the Reporting Period.

Only the attendance of members of the Committee is shown in the table below. In addition to the Committee

members, the CFO attended all meetings of the Committee during the Reporting Period. Other members of

senior management and representatives of the external auditors also attended meetings at the invitation of the

Committee chairman.

Director Attendance No. of meetings

Jérôme Bayle 5 5

Ercan Ergül 5 5

1 Four meetings were held during 2022 and one meeting was held in February 2023.

• Internal controls and risk

management systems: keeping

under review the effectiveness of

the Company’s internal financial

controls and internal control and

risk management systems, and

reviewing and approving the

statements to be included in the

Annual Report concerning internal

controls and risk management.

• Internal audit: assisting with the

establishment of the IA Function,

including vetting candidates

and approving the appointment

of the Head of the IA Function;

considering and approving the

remit of the IA Function and

ensuring that it has adequate

resources and appropriate access

to information to enable it to

perform its function effectively and

in accordance with the relevant

professional standards, and that it

will be free from management or

other restrictions; and reviewing

and assessing the annual internal

audit plan.

• External audit: considering and

making recommendations to the

Board, to be put to shareholders

for approval at the AGM, in

relation to the appointment,

reappointment or removal of

the Company’s external auditor;

overseeing all aspects of the

relationship with the external

auditor, including assessing

annually their independence and

objectivity, taking into account

relevant UK professional and

regulatory requirements and the

relationship with the auditor as

a whole; meeting regularly with

the external auditor, including

once at the planning stage

before the audit and once after

the audit at the reporting stage,

and at least once a year without

management being present;

reviewing and approving the

annual audit plan at the start of

the audit cycle; monitoring the

statutory audit of the annual and

consolidated financial statements;

reviewing the findings of the

audit with the external auditor;

90 Global Ports Holding PLC Annual Report 2023 Global Ports Holding PLC Annual Report 2023

and reviewing any representation

letter(s) requested by the external

auditor before they are signed by

management. The Committee, on

behalf of the Board, will ensure

that the relevant authorities are

notified of the outcome of the

statutory audit and explain how

the statutory audit contributed to

the integrity of financial reporting,

and the roles of the Committee

and the Board in that process.

• Compliance, whistle-blowing

and fraud: reviewing the

adequacy and security of the

Group’s arrangements for

employees and contractors to

raise concerns, in confidence,

about possible wrongdoing

in financial reporting or other

matters, and ensuring that these

arrangements allow proportionate

and independent investigation

of such matters and appropriate

follow-up action; reviewing

the Group’s procedures for

detecting fraud and systems and

controls for ethical behaviour

and the prevention of bribery

(in accordance with the Ministry

of Justice Bribery Act 2010

Guidance or other relevant

guidance); and overseeing,

receiving and assessing reports

on policy and regulatory

compliance within the Group,

including without limitation,

on anti-bribery and money

laundering processes.

Detailed responsibilities are set out in

the Committee’s TOR, which can be

found at www.globalportsholding.

com under Investors — Corporate

Governance – Committee Terms

of Reference.

Members of the Audit and

Risk Committee

The members of the Audit and Risk

Committee during the Reporting

Period were Jérôme Bernard Jean

Auguste Bayle, an Independent

Director and Chairman of the

Committee, and Ercan Nuri Ergül.

At the date of this Report, there is

one vacancy on the Committee.

The current members of the

Committee have sufficient recent

and relevant financial expertise

to participate and contribute

competently as members of the

Committee. Their educational

backgrounds and professional

experience in business and finance

are set out on pages 74 and 75

in the Governance report.

Meetings of the Audit and

Risk Committee and reports

to the Board

The Committee met five times

during the Reporting Period. In

addition, the Committee approved

two unanimous written resolutions

during the Reporting Period. The

table on page 89 shows the number

of meetings individual members of

the Committee could have attended

during the Reporting Period, and

their actual attendance.

Reports from the Chairman of

the Audit and Risk Committee on

the Committee’s activities and its

recommendations were included

in the regular committee reports

presented at meetings of the Board.

Internal controls and

risk management

A key responsibility of the

Committee is to keep under

review the effectiveness of the

Company’s internal financial

controls and internal control and risk

management systems. To aid in that

review, the IA Function developed

a comprehensive ERM system,

which was implemented during the

Reporting Period.

Under the system, the IA Function

provides guidance to senior

management on responding to and

reporting risks and gives objective

assurance to the Committee and

the Board on the identification and

correct evaluation of risks and the

effectiveness of risk management.

Operating entities also provide

certified statements of financial

compliance with specified and

appropriate key controls. Those

controls are then cyclically tested

by the IA Function to ensure they

remain effective and are being

consistently applied, and the IA

Function prescribes specific actions

for senior management to take to

correct any violations.

Going forward, the IA Function

and the CEO will further develop

and maintain the ERM system

as a structured, consistent and

continuous system across the Group

for identifying, assessing, deciding

on responses to, and reporting on,

opportunities and threats that affect

the achievement of its objectives.

The risk management process

begins with the identification of

significant risks by each function,

and risks will be assessed by taking

into account the potential impact

and likelihood of the risks occurring

and the mitigations identified. The

specific functions covered are the

Group’s cruise port operations,

commercial operations, investments

and strategy, and internal business

functions (comprising purchasing

and payables, financial reporting and

accounting, revenue and receivables,

plant-property-equipment, payroll,

human resources and safety).

The level of risk that is considered

appropriate to accept in achieving

the Company’s strategic objectives

is regularly monitored by the

Committee and reviewed and

validated by the Board on an annual

basis, and the appropriateness of

mitigating actions is determined

in accordance with the Board-

approved risk appetite for each

given area.

Audit and Risk Committee report continued

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The current level of risk is compared

with the Board’s appetite to

determine whether further

mitigations are required. Risks

that are specific to the function’s

activities are managed within the

function on an ongoing basis, with

regular follow up by the IA Function.

The most significant risks from each

function (based on materiality or

those that have common themes

across the business) are reviewed

by the Committee, along with the

principal risks and mitigations

externally reported on pages 32

to 39 of this Annual Report. The

Committee also supports senior

management and the Board in the

management of risks relating to

key projects, third parties and

places of operation.

The Group’s principal business

risks are monitored and managed

by senior management, the IA

Function and the Committee, which

regularly reports thereon to the

Board. The Company’s detailed Risk

Management Framework is set out

earlier in this Report.

In order to strengthen the

monitoring of legal compliance

within the Group, the decision was

made during the Reporting Period

to create a legal compliance function

separate from the IA Function,

beginning with the appointment

of an internationally-experienced

compliance officer. Recruitment

of a qualified candidate has been

undertaken taken in collaboration

with the Remuneration Committee

and with the assistance of a

professional recruitment firm. Once

recruited, the new compliance

officer will develop, oversee and

evaluate control systems to prevent

and deal with violations of legal

guidelines and internal policies in the

Group’s jurisdictions of operation.

External auditor transition,

independence and provision

of non-audit services

At the AGM held on 20 September

2022, PKF, of 15 Westferry Circus,

Canary Wharf, London E14 4HD,

was reappointed as the Company’s

external auditor in respect of the

Reporting Period and to hold office

until the conclusion of the 2023

AGM. See ‘Reappointment of the

external auditor‘ below.

PKF has confirmed its independence

as external auditor to the Company.

During the Reporting Period, PKF

performed non-audit services which

were approved by the Committee

and complied with Group policies.

The services were provided for a

fee of GBP 65,000 plus VAT and

consisted of: (i) a review of the

interim financial information and

condensed interim consolidated

financial report for the 6 months

ended 30 September 2022 and

providing an opinion thereon in

accordance with the International

Standard on Review Engagements

(ISRE 2410) and (ii) reporting on

covenant compliance in relation

to the Financing. The Group’s

Non-Audit Services Policy can be

found at www.globalportsholding.

com under Investors – Corporate

Governance – Policies. The Non-

Audit Services Policy is subject to

annual review by the Committee.

The Committee reviewed the work

completed by the external auditor,

as well as the provision of non-audit

services, during the Reporting

Period to ensure that the auditor

maintained its independence.

The Committee will continue to

review the independence of the

external auditor on a regular basis.

Reappointment of the

external auditor

Following careful consideration,

the Committee recommends that

PKF be reappointed as the external

auditor of the Company under the

current external auditor contract,

and a resolution to reappoint them

will be proposed at the 2023 AGM.

The Group will continue to carry

out an annual review of external

auditors to enable the Committee to

assess the quality and effectiveness

of the services provided by the

incumbent auditor. Under its TOR,

the Committee has a duty to ensure

that the audit services contract

is put out to tender at least once

every 10 years, to enable the

Committee to compare the quality

and effectiveness of the services

provided by the incumbent auditor

with those of other audit firms.

92 Global Ports Holding PLC Annual Report 2023 Global Ports Holding PLC Annual Report 2023

Nomination Committee report

Introduction by the Committee Chairman

MAINTAINING PROVEN

LEADERSHIP DURING

RECOVERY

As Chairman of the Nomination

(the Committee) for the

Company, I am pleased to

present the Committee’s

report in respect of the

Reporting Period.

The Committee is focused

on optimising the quality and

contribution of leadership within the

Group, through an ongoing review

of the composition and performance

of the current Board and by

formulating succession plans for the

Board and senior management.

Throughout the Reporting Period,

I served as independent Chairman

of the Committee and Ayşegül

Bensel served as a Committee

member. We continue to hold our

respective positions at the date

of this Report, and there is one

vacancy on the Committee.

Areas of focus during the

Reporting Period

The Committee met in July 2022,

at which time a main focus was

on reviewing the contribution

and performance of the individual

Board members in advance of the

2022 AGM.

The Committee members agreed

that the Board as a whole had shown

strong and united leadership in

rapidly implementing, monitoring,

and then easing, pandemic-related

cost-saving and cash preservation

measures (the Measures). They

noted that all individual Board

members had attended and

contributed at meetings and, with

reduced Board size, some had

assumed additional responsibilities.

The Committee members also

agreed that all Board members had

demonstrated their commitment to

the Company by continuing to serve

despite the fact that Board fees,

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which were consensually

deferred starting in March 2020

in solidarity with employees subject

to the Measures, had not yet

been reinstituted.

The Committee therefore concluded

that the Board had continued

to govern decisively despite its

reduced size, all Board members had

performed with skill and diligence,

and each of those members should

be endorsed for re-election at

the 2022 AGM on the assumption

that all of them would stand. The

Committee made a corresponding

recommendation to the Board,

which in turn recommended to

shareholders that each of the

incumbent Directors be re-elected

at the 2022 AGM.

Having regard to the Group’s post-

pandemic recovery, the Committee

also reiterated its commitment

to recruiting candidates to fill at

least one independent seat on the

Board, while considering optimal

membership size to maintain an

effective and experienced Board

at reasonable cost. The Committee

reaffirmed gender and governance

and/or industry experience as

two main criteria in assessing any

potential new Board member and

agreed that particular effort should

be made to recruit a qualified

female candidate.

The Committee has met once

since the Reporting Period-end, at

which time it noted the Directors’

perfect attendance records at

Board and committee meetings

and active involvement in Group-

related matters during and since the

Reporting Period. The Committee

assessed positively the Board’s

continuing performance on a

collective and individual basis and

endorsed the existing Directors for

reelection at the 2023 AGM. The

Committee members also approved

this Report.

The Committee will continue to play

an active role in maintaining strong

leadership on the Board and Senior

Executive Team to guide and propel

Group business going forward.

Jérôme Bernard Jean Auguste Bayle

Chairman of the

Nomination Committee

11 July 2023

94 Global Ports Holding PLC Annual Report 2023 Global Ports Holding PLC Annual Report 2023

Role of the Nomination Committee

The Committee’s key

responsibilities include:

• Structural review: regularly

reviewing the structure, size

and composition of the Board

(including the skills, knowledge,

independence and absence of

conflicts of interest, experience

and diversity of the Board) and

making recommendations to

the Board.

• Succession planning: giving

consideration to succession

planning for Directors and other

senior executives, taking into

account the challenges and

opportunities facing the Group

and the skills, diversity and

expertise needed on the Board

in the future.

• Annual evaluation: assisting

the Chairman of the Board to

implement an annual evaluation

process to assess the overall and

individual performance of the

Board and its committees, and

reviewing the results that relate to

the composition of the Board and

its committees.

• Board candidates: identifying

and nominating, for the approval

of the Board, candidates to fill

Board vacancies as and when they

arise. Also, as part of that process,

reviewing any interests a candidate

may have that conflict, or may

conflict, with the interests of

the Company.

• Recommendations: making

recommendations to the Board,

including concerning succession

plans; membership of the Audit

and Risk Committee and the

Remuneration Committee in

consultation with the Chairs of

those committees; the re-election

of Directors by shareholders;

any matters relating to the

continuation in office of any

Director at any time, including

the suspension or termination of

service of any future executive

Director as an employee of the

Company; and the appointment

of any Director to executive or

other office.

Members of the

Nomination Committee

The members of the Committee

during the Reporting Period

were Jérôme Bayle, who is an

Independent Director and was

appointed to the Committee on

29 September 2021, and Ayşegül

Bensel, who has served on the

Committee since its formation

in 2027. There is one vacancy on

the Committee.

Going forward

Going forward, the Committee

expects to focus on:

• the recruitment of at least one

new independent Board member,

and continued review of the size

and composition of the Board,

having regard to diversity targets,

effectiveness and efficiency, and

other central considerations;

• progressing an in-depth Board

performance review; and

• considering potential succession

issues relating to the Executive

Chairman-CEO and other

Directors and members of the

Senior Executive Team.

Nomination Committee report continued

Meeting attendance

In accordance with its TOR, the Committee meets formally at least once a year, however, the Committee

members also communicate informally between meetings.

As set out in the table below, the Committee held one formal meeting during the Reporting Period, which was

attended by both Committee members.

Director Attendance No. of meetings

Jérôme Bayle 1 1

Ayşegül Bensel 1 1

The Committee has met once since the end of the Reporting Period, at which time it focussed on reviewing

Board member performance in advance of the 2023 AGM and endorsed all Board members for reelection.

Reports from the Chairman of the Nomination Committee on the Committee’s activities and its

recommendations are included in the regular committee reports that are presented at meetings of the Board.

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Remuneration Committee report

Introduction by the Committee Chairman

As Chairman of the Remuneration Committee

(the Committee) for the Company, I am pleased

to present the Committee’s report in respect of

the Reporting Period.

In accordance with the reporting

regulations, this Report comprises

three sections:

• this Statement;

• the Remuneration Policy

Report on the current three-

year Remuneration Policy (the

Policy), which was approved

by shareholders at the Annual

General Meeting held on

29 September 2021 for a three-

year period and which comprises

distinct sub-policies for:

– the Executive Chairman;

– the Non-Executive Directors;

and

– any future Executive Directors,

which is applied generally to

the Senior Executive Team and

other senior managers within

the Group (collectively, senior

management); and

• the Annual Report on

Remuneration (Annual

Remuneration Report or ARR),

which details the Directors’

remuneration from 1 April

2022 to 31 March 2023 and the

implementation of the Policy

during the Reporting Period. The

Annual Remuneration Report will

be subject to an advisory vote at

the 2023 AGM.

Other than the Executive Chairman-

CEO, all of the Directors during

the Reporting Period were

Non-Executive.

In compliance with reporting

requirements under The Companies

(Directors’ Remuneration Policy

and Directors’ Remuneration

Report) Regulations 2019 (the

2019 Regulations), the current

Annual Remuneration Report also

ENSURING APPROPRIATE

REMUNERATION

96 Global Ports Holding PLC Annual Report 2023 Global Ports Holding PLC Annual Report 2023

contains disclosure regarding the

remuneration of the Company’s

former CEO, Emre Sayın, even

though he was not a Board member

and stepped down shortly after the

start of the Reporting Period. The

related requirement under the 2019

Regulations is only applicable for

financial years beginning on or after

10 June 2019, and accordingly, prior

period comparative information

starts from the 1 January 2020 to

31 March 2021 reporting period.

Mr. Sayın’s remuneration was

determined broadly in accordance

with the Policy’s distinct sub-policy

for future Executive Directors,

pursuant to which he participated in

the Company’s short-term incentive

plan (STIP) and the LTIP. When

Mr. Sayın stepped down and left

the Group effective May 2022, his

remuneration included a lump sum

termination payment and his RSU

awards under the LTIP lapsed as set

out on pages 110 and 111.

No changes were made during the

Reporting Period to the fees for

Board membership, which are set

out in the Annual Remuneration

Report on page 112. However,

in accordance with the Articles,

the Board has resolved to award

additional remuneration to Executive

Chairman Mehmet Kutman, who

Remuneration Committee report continued

Meeting attendance

The table below shows the number of meetings that the individual members of the Committee could have

attended, and their actual attendance, during the Reporting Period:

Director Attendance No. of meetings

Jérôme Bayle 3 3

Ayşegül Bensel 3 3

During the Reporting Period, the Committee members also approved one unanimous written resolution and

submitted a written recommendation to the Board, as well as communicating informally between meetings

with each other and with members of senior management.

The Committee may invite other Directors or members of senior management to attend meetings. As

Committee Chairman, I liaise regularly with the Head of Human Resources (or ‘HRD’) and the Executive

Chairman-CEO in particular, and relay their input to the Committee – whether or not they attend meetings.

No Director or member of senior management is present at a Committee meeting during any discussion or

decision about their own remuneration.

was also appointed CEO upon

Mr. Sayın’s departure, and to Non-

Executive Director Ayşegül Bensel

to compensate her for consultancy

services. The basis and the amount

of additional remuneration awarded

to Mr. Kutman and Mrs. Bensel,

respectively, are set out on page 112.

No Board members participate in

the Company’s incentive schemes,

and accordingly their remuneration

is not subject to changes in the

Company’s share price.

With their agreement, all

remuneration payable to the Board

members continued to be deferred

during the Reporting Period in order

to prioritise the full restoration of

pre-pandemic remuneration for

Group employees. The amounts

accrued (but not paid) to Board

members during the Period are set

out on page 112.

Restitution and restoration

Beginning in April 2020, in response

to the unprecedented challenges

arising from the Covid-19 pandemic,

the Company implemented a

series of cost-saving and cash-

preservation measures including

the Employment Measures. During

the Previous Reporting Period, the

Committee oversaw the gradual

easing of the Employment Measures,

culminating with the reinstatement

in January 2022 of pre-pandemic

level salaries. During the Reporting

Period, the restoration of a normal

remuneration structure for Group

employees was completed with the

full restitution of salary amounts

that had been deferred pursuant to

the Employment Measures. Further

details are set out below under

‘Activities of the Committee during

the Reporting Period’.

Committee members and

independence

I have served as the Chairman of the

Committee since its establishment

in 2017 and my fellow Committee

member Ayşegül Bensel also has

served throughout that time.

There is one vacancy on the

Committee, which the Board

expects to fill in due course through

the appointment of one or more

independent Board members.

Key areas of responsibility

The Committee’s key areas of

responsibility include:

• recommending, monitoring (and,

if necessary, vetoing) the level

and structure of remuneration for

all Group employees, including

senior management;

97Global Ports Holding PLC Annual Report 2023

Financial statements Shareholder informationGovernance reportStrategic report

• determining the structure and

levels of remuneration for the

Executive Chairman-CEO, any

future Executive Directors and

all Group employees at grades of

C-level or higher; and

• preparing the Annual

Remuneration Report for approval

by shareholders at the AGM.

Detailed responsibilities are set out

in the Terms of Reference of the

Committee which can be found

at www.globalportsholding.com

under Investors – Governance –

Committees – Remuneration.

Activities of the Committee during

the Reporting Period

The Committee met formally

three times during the Reporting

Period. At and between meetings,

the Committee members

communicated informally to review

and refine executive remuneration

arrangements with a view to

ensuring that they incorporated

relevant market best practice

and remained appropriate for

the Company – having regard

in particular to the recovery of

Group business from the impact

of the Covid-19 pandemic and

the objective of terminating the

Employment Measures and restoring

a normal remuneration structure

as early as reasonably prudent

and practicable.

At its first two meetings of the

Reporting Period, in April and July

2022, the Committee continued to

monitor the restoration of normal

remuneration, resulting in the full

restitution of ex-Türkiye salary

amounts that had been deferred

pursuant to the Employment

Measures being completed,

as scheduled, in three equal

instalments in the second and third

quarters of the calendar year. Having

regard to Türkiye’s exceptional

country-specific inflationary

conditions, the Committee also

considered the adjustment of

deferred Turkish salary amounts,

and its recommendation for a

40% increase was adopted by the

Board, with amounts being repaid

on that basis.

The Committee also considered

the LTIP in light of the pandemic’s

extraordinary adverse impact on

Group business and the sacrifices

made by LTIP-eligible employees

who accepted the Employment

Measures and continued to serve

under less favourable employment

terms. In recognition of those

circumstances and to reaffirm the

Company’s commitment to the LTIP

as a viable, motivational reward

programme, the Committee in its

discretion recommended that 60%

of RSUs allocated under the LTIP

for 2020 be deemed to vest in

2023. It is noted that although the

Committee’s recommendation and

its adoption by the Board occurred

in April 2022 – after the end of the

Previous Reporting Period – and

were reported in the Company’s

2022 Annual Report, that report

incorrectly identified the RSUs as

having been allocated for 2019

rather than 2020.

In accordance with the Committee’s

recommendation, the Board

approved the vesting of 60% of the

RSUs allocated under the LTIP for

2020 and the issuance of 66,600

shares underlying them – which is

pending at the date of this Report.

See ‘Share capital’ on page 84 in

the Corporate governance report.

In relation to the vesting decision,

the Committee also exercised its

discretion to waive any holding

period in respect of the underlying

shares. In doing so, the Committee

reasoned that the recipients had

already demonstrated their loyalty

to the Company through their

sacrifices during the pandemic

and their continuing service to the

Company, and accordingly, a holding

period was not necessary to further

incentivise them to remain with the

Company and to retain their equity

investment in it.

With the approval of the Executive

Chairman-CEO, the Committee also

oversaw the payment in January

2023 of a one-time loyalty bonus

in the aggregate amount of USD

110,177 to Türkiye-based employees

in recognition of their service during

the pandemic and the continuing

country-based inflationary

conditions affecting them.

In addition to its focus on restoring

a normal remuneration structure

in the wake of the pandemic, the

Committee attended to a number of

other below-Board remuneration-

related matters and initiatives. These

included setting LTIP performance

targets and RSU allocations for

2022 and reviewing and increasing

tugboat pilot salaries at the

Group’s Turkish ports to market-

competitive levels. The Committee

also authorised an internal

operational audit of the Group’s

human resources function (or ‘HR’)

with a view to better aligning HR

management and employment

practices with the Group’s business

objectives, more effectively

assessing the outcomes of the

Group’s employment practices

and policies, and strengthening

the top-down HR structure within

the Group. The Committee also

collaborated with the Audit and

Risk Committee to initiate, with

the assistance of a professional

recruitment firm, the search for

an experienced compliance

officer who will be a senior

management level appointment

with commensurate remuneration.

As Chairman of the Committee and

the Independent Director, I was

asked to consider adjustments to

the remuneration of Mr. Kutman

following his appointment by the

Board as CEO with responsibility

for the day-to-day operations of

the Group, and of Mrs. Bensel

in recognition of consultancy

services that she provides at the

Board’s request.

98 Global Ports Holding PLC Annual Report 2023 Global Ports Holding PLC Annual Report 2023

Remuneration Committee report continued

In making my recommendation

that Mr. Kutman’s remuneration

should include a meaningful CEO

component, I had regard amongst

other considerations to Mr. Kutman’s

extensive executive experience,

the amount of his fee as Executive

Chairman, the significant additional

duties, responsibilities and time

commitment that the position of

CEO entails, and the fact that,

unlike the former CEO, he has

no entitlement to STIP or LTIP

rewards or to other benefits

provided for under the sub-policy

for senior management and

Executive Directors.

With respect to Mrs. Bensel, who has

extensive experience in construction

management within the GIH group,

I considered that, in addition to her

duties as a Non-Executive Board

and Committee member, she has

provided over an extended period

of time, and continues to provide at

the Board’s request, construction

management consultancy services

in respect of most major port

investment projects undertaken

by the Group, which also entail

significant additional time and

travel commitments.

Accordingly, I recommended that

Mr. Kutman and Mrs. Bensel should

receive additional remuneration in

accordance with article 83 of the

Articles for the special services

that they provide at the behest of

the Board. The Board accepted

my recommendation in each case,

and the basis and amount of their

additional remuneration are detailed

on page 112 below.

Our approach to developing the

Company’s Remuneration Policy

The aims for executive remuneration

within the Group remain unchanged,

namely: to support the achievement

of the Company’s strategy; to help

attract, retain and motivate the

right executive talent; and to further

align management and shareholder

interests.

Remuneration levels for senior

management and any future

Executive Directors are set at

levels that are considered by the

Remuneration Committee to be

appropriate for the size, nature

and stage of development of

the business, having regard to

salary bandings commissioned by

independent reward consultants.

Performance-based incentives form

a material part of the remuneration

package for all our senior executives

and are based on stretching

performance targets that support

both the short-term and long-term

business strategy. Legacy contractual

remuneration arrangements for

below-Board senior managers that

were agreed before the Policy will be

honoured. Details will be disclosed

where relevant.

In formulating the original

remuneration policy (the Original

Policy, and together with the

Policy, the Policies), the Committee

took independent advice from

Mercer (Mercer), the Company’s

independent remuneration

consultants, with a view to ensuring

that the Policy incorporates current

best practice for a UK-listed

company.

The Committee believes that its

approach to remuneration has

supported the delivery of the

Company’s aims during its initial

years as a publicly listed company by

helping to ensure close alignment of

pay outcomes with the Company’s

performance and long-term success.

The current Policy, intended to

operate for a three-year period, will

expire in 2024. Prior to presenting

a new remuneration policy at the

2024 AGM, the Company intends

to undertake an extensive review

of the structure, components and

underlying aims and principles of the

Policy, including consultation with

shareholders, employees and Mercer.

The key features of the Policy are

summarised below under ‘Our

remuneration at a glance’, and

the Policy itself is set out on

pages 100 to 109.

We hope you find this Report helpful

in explaining the implementation

of the Policy and the rationale for

key Committee decisions during the

Reporting Period.

The Committee believes that the

approach to implementing the Policy

during the Reporting Period was in

the best interest of shareholders,

and we hope that you will approve

the Annual Remuneration Report at

the 2023 AGM.

Jérôme Bernard Jean Auguste Bayle

Chairman of the

Remuneration Committee

11 July 2023

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Basis of preparation of this Report

This Report has been prepared in

accordance with the provisions of

the UK Companies Act 2006 and

Schedule 8 of the Large and Medium

sized Companies and Company’s

(Accounts and Reports) Regulations

2008 (as amended, including by the

2019 Regulations). It also meets the

requirements of the UKLA’s Listing

Rules. It has been reviewed by

Mercer, who advised the Committee

during the development of the

Original Policy and, as requested,

on certain aspects pertaining to

the implementation of the Policies

between 2018 and the end of the

Reporting Period.

Our remuneration at a glance

Development of our

Remuneration Policy

Following Admission, the

Remuneration Committee worked

with Mercer to develop the Original

Policy, which was approved by

shareholders at the 2018 AGM.

Remuneration principles

The Policy reflects the remuneration

principles (see page 98) agreed

by the Remuneration Committee,

which help ensure that remuneration

outcomes align with the Company’s

performance and shareholder

interests.

Shareholder consultation

and approval

The views of our shareholders and

the broader investor community are

important to the Committee. During

the development of the Policies,

the Committee engaged with the

Company’s largest shareholder and

also took account of the guidelines

issued by various investor bodies on

remuneration governance, including

the importance of aligning executive

remuneration with performance

and the need to take into account

remuneration arrangements for the

wider workforce.

The Committee is keen to foster an

open and transparent approach to

setting and determining outcomes

against the Remuneration Policy.

At the 2022 AGM, shareholders

approved the Directors’

Remuneration Report by 99.98%

‘for’ and 0.02% ‘against’ the

resolution, with 607 votes withheld.

Engagement with employees

A core purpose of the Policies

is to attract and retain talented

management, and feedback from

employees and their representatives

is critical to ensure that their views

and interests are reflected in

Committee and Board decisions. To

that end, the Committee Chairman

meets regularly with the Head of

Human Resources and maintains

an open-door policy with respect

to senior managers who wish to

discuss employment-related issues

or bring them to the attention of

the Committee. The Committee

Chairman is also a designated

contact person for employees

under the Group’s Whistleblowing

Policy. With a view to increasing its

direct engagement with employees,

the Board has also resolved that

Directors will meet annually with

port managers and other members

of senior management to obtain

their feedback on the Company’s

approach to remuneration and

other matters. Those meetings

were postponed during and in the

immediate aftermath of the Covid-19

pandemic, but are resuming.

100 Global Ports Holding PLC Annual Report 2023 Global Ports Holding PLC Annual Report 2023

Remuneration Committee report continued

REMUNERATION POLICY REPORT

The Policy

This section of the Report sets out the Policy, which was approved by shareholders at the 2021 AGM for a period of

three years. The Policy, which was developed to reflect the guiding principles set out on page 98, comprises distinct

sub-policies for the Executive Chairman, the Non-Executive Directors and any future Executive Directors (currently

applied generally to senior management).

Except as noted in the Annual Remuneration Report, the Policy is structured and administered by reference to the

Company’s financial year (1 April to 31 March).

Decision-making process

In preparing the Policy, the Remuneration Committee initially reviewed and affirmed the remuneration principles set

out on page 98 and the structure and components of the Original Policy, having regard to the Company’s strategy

and shareholder interests and after assessing the impact of the Original Policy over the previous three years. It

also engaged with the Company’s largest shareholder, consulted with Mercer and took account of the guidelines

issued by various investor bodies on remuneration governance and newly applicable requirements under the

2019 Regulations.

Remuneration Policy for the Executive Chairman

The Executive Chairman’s fee is USD 420,000 per annum, equivalent to 3.5 times that of the current Non-Executive

Directors. In approving the amount of the fee in 2019, the Committee had regard to the increasing time commitment

of the Executive Chairman in supporting business development for the Group, the results of independent external

market benchmarking, and the growth of the Group. The Executive Chairman is not eligible to participate in any of the

Company’s incentive (short-term or long-term share) schemes or in any of the Company’s other benefit arrangements.

Following his appointment as CEO with effect from May 2022, the current Executive Chairman Mehmet Kutman’s

remuneration was adjusted to include a CEO component. However, Mr. Kutman’s remuneration continues to be

determined in accordance with the remuneration sub-policy for the Executive Chairman, and he has no entitlement

to bonus, LTIP rewards or other benefits provided for under the sub-policy for senior management and Executive

Directors. See page 101.

Remuneration Policy for the Non-Executive Directors

The remuneration for Non-Executive Directors comprises a Board fee and an additional fee for additional duties,

which include serving on one or more Board committees. Fees are set at a competitive level to recruit and retain

Directors of the highest calibre. The Non-Executive Directors are not eligible to participate in any of the Company’s

incentive (short-term or long-term share) schemes or in any of the Company’s other benefit arrangements.

In accordance with the Articles, one of the current Non-Executive Directors is also entitled to receive additional

remuneration for special consultancy services provided at the Board’s request. See page 112.

Remuneration Policy for senior management and Executive Directors

(excluding the Executive Chairman-CEO)

The remuneration for any future Executive Directors comprises salary, benefits and short-term and long-term

incentive plans as described on pages 103 to 109. For members of senior management who are not Board members,

the Policy generally applies with minor variation.

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Remuneration Policy Table for Executive Chairman

Details of the Policy on fees to be paid to the Executive Chairman are set out in the table below:

Purpose and link to strategy Operation Opportunity Performance measures

Executive Chairman’s remuneration

To recognise the Executive

Chairman’s time

commitment to the

Company and his role in

business development for

the Group, as well as his role

as Chairman of the Board.

The Executive Chairman’s fee is set by

the Remuneration Committee at a level

which it considers commensurate with

the significant time commitment he is

expected to give to the Group.

The Executive Chairman is also

provided with an office and full-time

secretarial and administrative support

in London. All reasonable travelling

and other expenses (including any

relevant tax) incurred in carrying out

his duties are reimbursed.

Without limitation to the foregoing, the

Company will reimburse the Executive

Chairman for the reasonable cost of

obtaining independent advice in

accordance with Board procedure.

The Executive Chairman is not

entitled to participate in the

STIP or the LTIP and does not

otherwise receive share

options or retirement beneﬁts

from the Company.

Not applicable.

Executive Chairman letter of appointment

Mehmet Kutman was originally appointed as a Non-Executive Director pursuant to a letter of appointment dated

12 April 2017 that has no fixed duration.

Mr. Kutman’s role as Executive Chairman was subsequently set out in a director service agreement with the

Company with effect from 1 February 2019 (the Director Service Agreement). Following his appointment as CEO,

Mr. Kutman and the Company also entered into a Chief Executive Officer agreement with effect from 1 May 2022

(the CEO Agreement), which sets out the CEO component of his adjusted remuneration. Details are set out on

page 112.

Pursuant to the Articles, Mr. Kutman submits himself for re-election to the Board annually, and he has been

re-elected at each AGM since 2018.

The dates relating to the appointment of the Executive Chairman are below:

Director Role during Reporting Period

Date of original appointment

and letter of appointment

Dates of reappointment

(election)

Mehmet Kutman Executive Chairman, CEO

and Co-Founder

11 April 2017 8 May 2018, 24 May 2019,

5 June 2020, 29 September

2021 and 20 September 2022

Mr. Kutman’s original letter of appointment, the Director Service Agreement and the CEO Agreement are available

for inspection at the Company’s registered office during normal business hours.

102 Global Ports Holding PLC Annual Report 2023 Global Ports Holding PLC Annual Report 2023

Remuneration Committee report continued

Remuneration Policy Table for Non-Executive Directors

Details of the Policy on fees to be paid to our Non-Executive Directors are set out in the table below:

Purpose and link to strategy Operation Opportunity Performance measures

Non-Executive Director remuneration

Fees for the Non-Executive

Directors are set at a

competitive level to recruit

and retain Directors of the

highest calibre, with broad

commercial and other

relevant experience, to

guide and influence

Board-level decision-

making.

Fee levels will typically be reviewed

annually, with any adjustments effective

January in the year following review.

The fees of Non-Executive Directors are set

by the Board as a whole within the limits set

in the Company’s Articles of Association.

Non-Executive Directors receive a base fee

for membership on the Board and an

additional fee for all other duties, including

serving on one or more Board committees.

The Company reimburses the Non-

Executive Directors for reasonable and

properly documented expenses incurred in

performing their duties.

Without limitation to the foregoing, the

Company will reimburse the Non-Executive

Directors for the reasonable cost of

obtaining independent advice in

accordance with Board procedure.

The Non-Executive Directors have the

benefit of directors’ and officers’ liability

insurance and a deed of indemnity from

the Company.

Fee increases may be

applied taking into

account the outcome of

the annual fee review.

Under the Articles of

Association, the

aggregate amount of

fees paid to the Directors

is capped at GBP 1.5

million per annum.

The current Non-

Executive Directors are

not entitled to participate

in the LTIP or the STIP

and do not otherwise

receive share options or

retirement beneﬁts from

the Company.

Not applicable.

Non-Executive Director letters of appointment

The Non-Executive Directors were originally appointed pursuant to letters of appointment dated April 2017 that have

no fixed duration. Ayşegül Bensel and the Company have subsequently executed an amended letter of appointment

with effect from 1 May 2022 (the Restated Appointment Letter), pursuant to which she is entitled to receive additional

remuneration for special consultancy services provided at the request of the Board. Details of Mrs. Bensel’s additional

remuneration are set out on page 112.

Pursuant to the Articles, the Non-Executive Directors submit themselves for re-election annually. The current Non-

Executive Directors have been re-elected at each AGM since 2018.

The dates relating to the appointments of the current Non-Executive Directors, all of whom served throughout the

Reporting Period, are as follows:

Director Role

Date of original appointment

and letter of appointment

Dates of reappointment

(election)

Ayşegül Bensel Vice Chairperson 12 April 2017 8 May 2018, 24 May 2019,

5 June 2020, 29 September

2021 and 20 September 2022

Jérôme Bayle Board Member – Independent 12 April 2017 8 May 2018, 24 May 2019,

5 June 2020, 29 September

2021 and 20 September 2022

Ercan Ergül Board Member 11 April 2017 8 May 2018, 24 May 2019,

5 June 2020, 29 September

2021 and 20 September 2022

The original letters of appointment of the current Non-Executive Directors and the Restated Appointment Letter

are available for inspection at the Company’s registered office during normal business hours.

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Remuneration Policy Table for future Executive Directors (excluding the Executive Chairman-CEO)

and senior management

In the absence of Executive Directors (other than the Executive Chairman), the Policy set out in the table below

currently applies (with minor variation) only to members of senior management. In particular, legacy contractual

remuneration arrangements for below-Board senior managers that were agreed before the Policy will be honoured

and details will be disclosed where relevant. The Policy below would apply to an Executive Director should they be

appointed to the Board, in which case references below to a ‘senior manager’ would apply to an ‘Executive Director’.

Purpose and link to strategy Operation Opportunity Performance measures

Base salary

To attract and retain

talented executives to

deliver the Company’s

strategy, by ensuring base

salaries and total packages

are competitive in relevant

talent markets, while not

overpaying.

Base salaries are reviewed by the

Committee annually, in the context of

personal and Company performance,

and by reference to external market

benchmarking. Any resulting changes

will normally be effective from January.

Salaries are positioned to reflect

professional experience and level

of responsibility.

There is no prescribed

maximum salary payable.

Salaries will be set on a

case-by-case basis to reflect

the role, and the experience

and qualifications of the

individual role-holder.

Base salary % increases for

the senior managers will

normally be aligned with

those of the wider workforce

but may be made above this if

there is a material change in

responsibilities, size or

complexity of the role, or if a

senior manager was

intentionally appointed to the

Board on a below-market

salary, but with the intention

of moving it to market over

time subject to performance

in the role.

If an Executive Director is

appointed, their base salary

for the year under review and

proposed for the following

year would be disclosed in

the relevant year’s Annual

Report on Remuneration,

together with the rationale

for any changes.

Not applicable.

Pension

To provide an appropriate

level of post-retirement

benefit.

Although the Company currently does not have a formal pension plan, mandatory pension

contributions are made by the Company on behalf of UK employees in accordance with UK law

(and would also be made at the same % of salary on behalf of any UK-based Executive

Directors). Likewise, other Group companies make mandatory pension contributions on behalf

of their employees in accordance with applicable law, and pension contributions would be made

on the same basis for any Executive Directors outside the UK.

104 Global Ports Holding PLC Annual Report 2023 Global Ports Holding PLC Annual Report 2023

Purpose and link to strategy Operation Opportunity Performance measures

Other taxable benefits

To provide other

competitive benefits for

comparable roles in the

market in which the senior

manager is employed.

The Company may also provide senior

managers benefits in kind including,

but not limited to, company car or car

allowance, financial and/or legal

advice, an expatriate allowance,

relocation expenses and a

housing allowance.

Benefits for executives and

senior managers are generally

set at a level which reflects

competitive practice in the

relevant market.

It is not anticipated that the

costs of benefits provided

would increase significantly

over the policy period,

although the Committee

retains discretion to approve

non-material increases in cost.

In addition, the Committee

retains discretion to approve a

higher cost in exceptional

circumstances (e.g., to

facilitate recruitment) or in

circumstances where factors

outside the Company’s

control have changed (e.g.,

general increases in the cost

of insurance cover).

In the case of an Executive

Director, benefits in respect of

the year under review will be

disclosed in the relevant year’s

Annual Report on

Remuneration.

Not applicable.

Remuneration Committee report continued

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Purpose and link to strategy Operation Opportunity Performance measures

STIP (short-term incentive plan)

To incentivise executives to

deliver strong performance

on an annual basis, to

reward progress towards

the Company’s strategic

goals, and to underpin the

longer-term health and

growth of the business.

Performance measures, targets and

corresponding weightings are set by

the Committee at the start of the year.

After the end of the financial year, the

Committee determines the level of

bonus to be paid, taking into account

the extent to which targets have

been achieved.

Bonuses are payable in cash.

Malus and clawback provisions apply

to the bonuses in certain

circumstances (as set out in the Notes

to the Policy Tables on page 107).

The normal maximum annual

bonus opportunity is 50% of

base salary, with up to 75%

available in exceptional

circumstances.

The payout for on-target

performance is 50%

of maximum.

Performance is

assessed on an annual

basis against specific

objectives set at the

start of each year.

Financial measures

make up the majority

of the bonus

opportunity, although

these may be

supplemented with

non-financial metrics

and personal

objectives, as

appropriate.

Bonus measures are

weighted according to

the business priorities

for the year. Targets

under each measure

are generally

calibrated with

reference to the

Company’s budget.

The Committee may

adjust the formulaic

annual bonus

outcomes (including

down to zero) to

ensure outcomes align

with the Company’s

Remuneration

Principles and with

underlying Company

performance, and to

ensure fairness to

shareholders and

participants.

If an Executive

Director is appointed,

further details will be

disclosed in the

relevant year’s Annual

Report on

Remuneration.

Performance targets

set for each year will

be disclosed at the end

of the year in question.

106 Global Ports Holding PLC Annual Report 2023 Global Ports Holding PLC Annual Report 2023

Remuneration Committee report continued

Purpose and link to strategy Operation Opportunity Performance measures

LTIP (long-term incentive plan)

To align the interests of

executives with those of

shareholders, and to

incentivise management to

maximise value over the

long term.

Senior managers are eligible to receive

annual awards of RSUs, being

conditional rights to receive shares

in the Company. The Committee

may also award share options or

restricted shares.

Prior to awards being granted, the

Committee sets performance

conditions and targets which are

stretching and aligned to the

Company’s strategy.

LTIP awards to executives and senior

managers typically have a

performance and vesting period of

three years. If threshold performance

has not been achieved at the end of

the relevant performance period, the

awards would not vest. Vested LTIP

shares are normally subject to a

holding period of two years after the

vesting date. However, vesting and

holding periods are determined by the

Remuneration Committee and may be

waived or changed from time to time

at its discretion.

The Remuneration Committee has

discretion to award dividend

equivalents on awards, in which case

the number of shares which are subject

to an LTIP award will be increased to

reflect the value of the corresponding

dividends during the performance

period (or an equivalent value will be

granted in cash at the discretion of the

Remuneration Committee).

LTIP awards granted to senior

managers will be subject to malus and

clawback provisions, as set out in the

Notes to the Policy Tables on page 107.

The maximum annual LTIP

opportunity is 100% of

base salary.

25% of an award will vest if

performance against each

performance condition is at

threshold and 100% will vest if

it is at stretch (being the

minimum level of

performance required for full

vesting), with straight-line

vesting in between.

Further details of any LTIP

awards granted to any

Executive Director will be

disclosed in the relevant

Annual Report on

Remuneration.

Having regard to the decrease

in the Company’s share price

since Listing, the Committee

had discretion during the

initial two years of the LTIP to

propose a decrease in the

number of shares that would

otherwise be allocated under

the principles above, subject

to Board approval of the

reduction.

Vesting of the LTIP is

subject to continued

employment during

the performance

period and the

achievement of

performance

conditions.

If an Executive

Director is appointed,

further details will be

disclosed in the

relevant Annual

Report on

Remuneration,

including the

performance targets

attached on any LTIP

awards made, for

each cycle.

Annual review of CEO remuneration

To ensure base salary and

total package remain

appropriate and

competitive, while

not overpaying.

The CEO’s overall remuneration

is subject to annual review by

the Committee.

Not applicable. Not applicable.

Shareholding guideline for Executive Directors

To incentivise Executive

Directors to commit to the

Company, and further to

align their interests with

those of shareholders and

to incentivise them to

maximise value over the

long term.

Executive Directors will be expected

to achieve, within five years of

appointment to the role, a

shareholding in the Company

equivalent to at least 50% of

their current annual salary.

Not applicable. Not applicable.

107Global Ports Holding PLC Annual Report 2023

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Notes to the Policy tables

Approach to target-setting and performance measure selection

The Committee considers carefully the selection of performance measures at the start of each performance

cycle, taking into account the Company’s strategic goals, annual priorities and the relevant political and

macroeconomic environment.

Annual bonus measures under the STIP are selected to align with the Company’s annual priorities. Measures may

change from year to year. The rationale for any changes to bonus measures will be disclosed in the relevant Annual

Report on Remuneration.

LTIP performance measures are selected to ensure they align with the Company’s strategy and with long-term

growth in shareholder value. They are intended to help align senior managers’ interests with those of shareholders.

The first LTIP awards granted under the Original Policy were based 50% on 3-year Earnings per Share (EPS)

growth and 50% on 3-year absolute Total Shareholder Return (TSR). During the Previous Reporting Period, the EPS

indicator was substituted in the Policy with adjusted EBITDA (Adjusted EBITDA) – with a view to better reflecting

the work done by senior management. The Adjusted EBITDA indicator is subject to such adjustments as may be

determined by the Committee from time to time and approved by the Board.

Targets are set to be stretching and motivational. Adjusted EBITDA targets are set taking into account multiple

relevant reference points, including internal forecasts, external expectations for the future performance of the

Company, and typical performance ranges for these measures at other companies of comparable size in our sector.

As determined by the Board, shares issued under the LTIP are subject to a dilution limit of up to 3% over 10 years.

Malus and clawback

In respect of the STIP and the LTIP, the Committee has the discretion to reduce an award before vesting or

require an award-holder to pay back shares or a cash amount in the event of serious financial misstatement of the

Company, fraud on the part of the award-holder, any breach of the Company’s Code of Conduct by the award-

holder, excessive risk-taking, actions/decisions/behaviours that lead to serious reputational damage, corporate

failure or in any other similar circumstances deemed appropriate by the Committee. The Committee may seek to

claw back shares for a period of up to two years after an award-holder’s departure from the Group. The malus and

clawback provisions are included in the LTIP terms to which all participating employees have agreed.

Remuneration for the wider workforce

Remuneration for the wider workforce is determined based on principles consistent with those for the remuneration

of senior managers and executives. Annual salary reviews take into account Company performance, local pay and

market conditions to help ensure that reward within the Group remains competitive. Incentive bonus arrangements

are in place for employees below the executive level which are tied to employee performance targets and EBITDA.

Approach to remuneration on recruitment

External appointments

In cases of hiring or appointing an Executive Director from outside the Company, the Committee may make use

of all existing components of remuneration set out in the Policy Table, up to the disclosed maximum opportunities

(where applicable). As set out in the Policy Table on pages 105 and 106, in normal circumstances the sum of

maximum opportunities under the STIP and LTIP is 150% of salary, and in exceptional circumstances, 175% of salary.

When determining the remuneration package for a new Executive Director, the Committee will take into account

all relevant factors, based on the circumstances at that time, to ensure that remuneration arrangements serve the

best interests of the Company and its shareholders. This may include factors such as the experience and skills of the

individual, internal comparisons and relevant market data.

The Committee may also make an award in respect of a new appointment to ‘buy-out’ incentive arrangements

forfeited on leaving a previous employer. Buy-out awards may be over and above the maximum limits on incentive

opportunities set out in the Policy Table on pages 105 and 106. In doing so, the Committee will consider all relevant

factors, including any performance conditions attached to awards, the likelihood of those conditions being met,

and the time over which they would have vested. The intention is that the expected value of any buy-out award

would be no higher than the expected value of the awards foregone, and that the structure will replicate (as far as

reasonably possible) that of the awards forfeited. The Committee may consider it appropriate to structure buy-out

awards differently from the structure described in the Policy Table, exercising its discretion under the LTIP rules

108 Global Ports Holding PLC Annual Report 2023 Global Ports Holding PLC Annual Report 2023

Remuneration Committee report continued

to offer awards in other forms (including market value options, restricted shares, forfeitable shares or phantom

awards) and the discretion available under UKLA Listing Rule 9.4.2R where necessary, to make a one-off award to

an Executive Director in this context.

Internal promotion

Where an Executive Director is appointed by way of internal promotion, the Policy will be consistent with that for

external appointees as detailed above (other than in relation to buy-out awards). Any commitments made prior

to an individual’s promotion will continue to be honoured even if they would not otherwise be consistent with the

Policy prevailing when the commitment is fulfilled, although the Company may, where appropriate, seek to revise

an individual’s existing service contract on promotion to align it with that of the other Executive Directors and good

practice.

Disclosure on the remuneration structure of any new Executive Director, including details of any buy-out awards,

will be disclosed in the market announcement made at the time of appointment and in the Annual Report on

Remuneration for the year in which recruitment occurred.

Non-Executive Directors

In recruiting a new Non-Executive Director, the Remuneration Committee will apply the Policy as set out in the

Policy Table on page 102 in this Report. A base fee in line with the prevailing fee schedule would be payable for

Board membership, with an additional fee payable for all other duties, including serving on one or more of the

Board’s Committees.

Executive Director service contracts

In accordance with general market practice, any Executive Director within the UK will have a rolling service contract

and a notice period of three months. The duration and notice period of service contracts for senior managers and

Executive Directors outside the UK may differ in accordance with applicable law.

Exit payments policy

The Company’s policy on termination payments is to consider the circumstances on a case-by-case basis, taking

into account the relevant contractual terms in the executive’s service contract and the circumstances of termination.

All Executive Directors’ contracts will provide for the payment of a predetermined sum in the event of termination

of employment in certain circumstances (but excluding circumstances where the Company is entitled to dismiss

without compensation), comprising base salary, pension allowance and benefits in respect of the unexpired portion

of the notice period. Termination payments may take the form of payments in lieu of notice. Payments would

normally be made on a phased basis and subject to mitigation.

If the employment is terminated by the Company, the Committee retains the discretion to settle any other amount

the Committee considers reasonable to the Executive Director including in settlement of claims, in respect of legal

fees incurred in connection with the termination, and fees for any outplacement services and relocation costs.

In addition to contractual provisions, the table below summarises how awards under each discretionary incentive

plan are typically treated in specific circumstances, with the final treatment remaining subject to the Committee’s

discretion as provided under the rules of the plan.

Disclosure in relation to any departing Executive Director, including details of any remuneration payment made to

him or her after their employment ceases, will be provided in the relevant year’s Directors’ Remuneration Report.

109Global Ports Holding PLC Annual Report 2023

Financial statements Shareholder informationGovernance reportStrategic report

Reason for cessation Calculation of vesting/payment Timing of vesting/payment

STIP

Injury, ill-health, disability,

death, redundancy,

retirement, or other such

event as the Committee

determines.

The Committee may determine that a bonus is

payable on cessation of employment

(normally pro-rated for the proportion of the

performance year worked). The bonus

payable will be determined based on the

performance of the Company and of the

individual over the relevant period, and the

executive’s loss of office.

At the usual payment date.

All other reasons (including

voluntary resignation).

No bonus will be paid for the financial year. Not applicable.

LTIP

Resignation or dismissal for

cause.

Awards will lapse, unless the Remuneration

Committee determines within 30 days of

cessation of employment to treat the

individual as a ‘good leaver’.

Not applicable.

Death, ill-health or disability. Personal representatives will be entitled to

exercise their LTIP Awards within the

12-month period immediately following their

death or the 10th anniversary of the Date of

Grant (subject to pro-rating).

Within 12 months following death (or the 10th

anniversary of the Date of Grant).

Redundancy, retirement or

injury.

The Committee may determine that an LTIP is

payable for the proportion of the performance

period worked. The LTIP payable will be

determined based on the performance of the

Company and of the individual over the

relevant period, and the executive’s loss of

office.

At the date of the event.

Change of control. Any unvested awards will vest immediately

subject to being pro-rated for time and

subject to any reduction based on the

Committee’s assessment of whether

performance conditions have been satisfied

to the date of the event or are likely to be

satisfied at the end of the performance

period.

At the date of the event.

The treatment of shares subject to deferral or holding periods will be subject to the Remuneration Committee’s

discretion and will take into account the circumstances at the time, with the normal treatment being that the

relevant deferral or holding period continues to apply. In the event of an award-holder’s death, any deferral or

holding period will no longer be applied.

External appointments held by Executive Directors

Executive Directors may only accept external appointments subject to agreement by the Board. Details of any

external appointments and the associated fees received will be included in the Annual Report on Remuneration.

Consideration of wider workforce views

The Committee seeks to promote and maintain good relations with employees as part of its broader employee

engagement strategy. It considers pay practices across the Company and is mindful of the salary increases applying

across the rest of the business in relevant markets when considering any increases to salaries for senior managers.

The Committee does not currently formally consult with employees on its executive Remuneration Policy.

Consideration of shareholder views

The Committee will take into consideration all shareholder views received during the year and at the AGM, as well

as guidance from shareholder representative bodies more broadly, in shaping the Company’s implementation of

its Remuneration Policy, as well as any future changes to the Policy. It is the Committee’s intention to consult with

major shareholders in advance of making any material changes to remuneration arrangements.

110 Global Ports Holding PLC Annual Report 2023 Global Ports Holding PLC Annual Report 2023

ANNUAL REPORT ON REMUNERATION

This section of the Report provides details of how the Policies were implemented during the Reporting Period.

Committee membership and meeting attendance

During the Reporting Period, the Committee was composed of the following two Non-Executive Directors:

• Jérôme Bayle – Committee Chairman (Independent); and

• Ayşegül Bensel – Committee member.

The current vacancy on the Committee will be filled with an Independent Director in accordance with the

Committee’s Terms of Reference.

The Committee met formally three times during the Reporting Period. The table on page 96 shows the number of

meetings that the individual members of the Committee could have attended, and their actual attendance, during

the Reporting Period.

The Remuneration Committee is responsible for assisting the Board in discharging its responsibilities in relation to

remuneration, including making recommendations to the Board on the Company’s policy on executive remuneration

(including setting the over-arching principles, parameters and governance framework of the Remuneration Policy)

and determining the individual remuneration and benefits packages of each of the Executive Chairman and any

Executive Directors.

Reports from the Chairman of the Committee on its activities and recommendations were included in the regular

committee reports presented at meetings of the Board.

Advisers

The Committee has appointed Mercer as independent remuneration adviser, and they report to the Committee

Chairman. Mercer is a member of the UK Remuneration Consultants Group and operates voluntarily under the Code

of Conduct in relation to executive remuneration consulting.

Mercer does not have any other connection with the Company and is considered to be independent by the

Committee. Fees paid to Mercer are determined on a time and materials basis and totalled GBP 9,605 (excluding

expenses and VAT) during the Reporting Period in their capacity as advisers to the Committee. Primary support

provided during the Reporting Period related to a review of the Committee’s 2022 annual report.

Former CEO remuneration

In compliance with reporting requirements under the 2019 Regulations, this Annual Remuneration Report contains

disclosure regarding the remuneration of the Company’s former CEO Emre Sayın even though he was not a Board

member during the Reporting Period or preceding financial reporting periods. Mr. Sayın stepped down and left the

Group effective May 2022.

Mr. Sayın’s remuneration was determined mainly in accordance with the Policy’s sub-policy for future Executive

Directors. In accordance with the Policy as set out on pages 108 and 109, the Committee considered the particular

circumstances of Mr. Sayın’s departure having regard to his salary and other terms of employment, and it was

determined that his remuneration should include a lump sum termination payment of USD 393,000 and pro-rated

base salary and benefits as detailed in the ‘Single total figure of remuneration for former CEO’ table and notes

below. Also in accordance with the Policy as set out on page 109, his RSU awards under the LTIP lapsed and he was

not entitled to any annual bonus under the STIP.

Mr. Sayın was employed by Global Liman pursuant to terms of employment approved by the Committee which

were in effect from 1 November 2018. In accordance with Turkish law, he was employed for an indefinite term

with provision for termination by either party. Mr. Sayın’s terms of employment are available for inspection at the

Company’s registered office during normal business hours.

Remuneration Committee report continued

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Single total figure of remuneration for former CEO (audited)

The table below sets out a single figure for the total remuneration earned by Mr. Sayın for the Reporting Period and

the Previous Reporting Period.

Single figure table (USD ’000)

Total

remuneration

for Reporting

Period

Total

remuneration

for Previous

Reporting

Period

Salary 31

228

Benefits

4 33

Pension

0 13

Other 397.4

Total fixed remuneration 432.4 301

Annual Bonus

0 0

Long-term incentives 0 62

Total variable remuneration 0 62

Total 432.4 363

Notes:

1 Mr. Sayın resided in Türkiye and was paid in Turkish Lira in accordance with Turkish law.

2 Mr. Sayin departed in May 2022 and his salary was prorated on a net basis to cover two months of the Reporting Period.

3 Benefits were based upon market rates and included a car allowance, exclusive use of a driver and health insurance.

4 Mandatory pension contributions were made on Mr. Sayın’s behalf in accordance with Turkish law.

5 Additional fees from a subsidiary of the Company of USD 26,918.40 during the Previous Reporting Period.

6 Consists of lump sum termination payment of USD 393,000 and additional fees from a subsidiary of the Company of USD 4,346.80 (EUR 4,000

converted at 1 EUR = USD 1.0867 on 31 March 2023).

7 No STIP was paid to (or accrued for) any employees during the Reporting Period or the Previous Reporting Period as eligibility criteria (performance

targets and outcomes) were not met.

8 An allocation of 100,000 RSUs was made to Mr. Sayın for 2021, and value is based upon a share price of GBP 1.28 per share on 1 January 2022.

The vesting period under the Policy is three years, however Mr. Sayın’s RSUs lapsed as a result of him stepping down as CEO and leaving the Group

in May 2022.

Annual bonus (STIP)

No STIP was paid to (or accrued for) Mr. Sayın or other employees during the Reporting Period or the Previous

Reporting Period as eligibility criteria (performance targets and outcomes) were not met.

Annual % change in remuneration compared with employee remuneration

As Mr. Sayın stepped down as CEO and left the Group in May 2022, the Committee felt it to be appropriate to

exclude his annual percentage change in remuneration from this Report. Comparable information for the Executive

Chairman-CEO and the Non-Executive Directors is disclosed on page 113.

LTIP awards

RSU awards made to Mr. Sayın under the LTIP prior to the Reporting Period were disclosed in the 2022 Annual

Report. Mr. Sayın stepped down as CEO and left the Group in May 2022, at which time no further RSUs had been

allocated to him. All of the RSUs allocated to Mr. Sayın lapsed as a result of his departure.

Shareholding

As disclosed in the 2022 Annual Report, Mr. Sayın owned no shares in the Company as at 31 March 2022 or 31 March

2021. Mr. Sayın stepped down as CEO and left the Group in May 2022, and the Committee is not aware of any

change in his shareholding in the Company as previously disclosed.

Board member remuneration

Single total figure of remuneration for Executive Chairman-CEO and Non-Executive Directors (audited)

The table below sets out a single figure for the total individual remuneration earned by the Board members

(being the Executive Chairman-CEO and the Non-Executive Directors) for the Reporting Period and the Previous

Reporting Period. None of the Board members is entitled to participate in the LTIP or the STIP or otherwise to

receive share options or retirement benefits from the Company, and accordingly, the Board members receive no

variable remuneration.

112 Global Ports Holding PLC Annual Report 2023 Global Ports Holding PLC Annual Report 2023

Remuneration Committee report continued

There was no change to the amount of fees for Board membership during the Reporting Period as set out in the

notes to the table below. However, in accordance with the Articles, the Board resolved during the period to award

additional remuneration to Executive Chairman-CEO Mehmet Kutman and to Non-Executive Director Ayşegül

Bensel. The basis for, and amount of, such remuneration is set out below.

Mehmet Kutman: Mr. Kutman’s fee as Executive Chairman was previously increased, with effect from 1 February

2019, from USD 200,000 per annum to USD 420,000 per annum, equivalent to 3.5 times the basic the Non-

Executive Director fees. The increase expressly recognised Mr. Kutman’s extensive executive involvement in

business development for the Group, principally new port acquisition and development projects, and the significant

time commitment related thereto. Nevertheless, Mr. Kutman was not responsible for the day-to-day business

operations of the Group, which were under the management of the former CEO. In determining the amount of

the fee increase, the Committee had regard to the growth of the Group and to the results of independent external

market benchmarking – approving a mid-range increase.

As set out in the 2022 ARR, Mr. Kutman’s remuneration was reviewed again following his appointment as CEO

effective May 2023. Upon recommendation of the Independent Director, the Board agreed that Mr. Kutman’s

remuneration should include a CEO component of USD 830,000 per annum in addition to his existing fee as

Executive Chairman. The additional amount was determined having regard to Mr. Kutman’s extensive executive

experience, the previous mid-range increase to his fee as Executive Chairman, the significant additional duties,

responsibilities and time commitment that the position of CEO entails, and the fact that, unlike the former CEO,

Mr. Kutman has no entitlement to STIP or LTIP rewards or to other benefits provided for under the sub-policy for

senior management and Executive Directors. Pursuant to the CEO Agreement, Mehmet Kutman is entitled to receive

the CEO component commencing 1 May 2022 for an initial term of five years.

Mrs. Bensel: Mrs. Bensel has extensive experience in construction management within the GIH group and, at the

request of the Board, she has provided over an extended period of time, and continues to provide, construction

management consultancy services in respect of most major port investment projects undertaken by the Group.

Upon recommendation of the Independent Director, the Board agreed that Mrs. Bensel’s remuneration should

include an additional payment of USD 380,000 per annum in addition to her basic fees of USD 120,000 as a

Non-Executive Director. The amount was determined having regard to Mrs. Bensel’s extensive experience and the

significant additional time and travel commitments related to the consultancy services that she provides.

With their agreement, all remuneration payable to the Board members continued to be deferred during and since

the Reporting Period in order to prioritise the full restoration of pre-pandemic remuneration for Group employees.

Accordingly, at the date of this Report, no remuneration has been paid by the Company to the current Board

members since 1 March 2020.

Director

Total remuneration for

Reporting Period

Total remuneration for

Previous Reporting

Period

Mehmet Kutman (Executive Chairman-CEO) USD 1,228,873.80

USD 561,507.05

Ayşegül Bensel USD 511,373.77

USD 211,479.84

Jérôme Bayle USD 120,000

USD 120,000

Ercan Ergül USD 120,000

USD 120,861.63

Notes:

1 Reflects the gross amount of cash remuneration from the Company and subsidiaries of the Company from 1 April 2022 to 31 March 2023 and 1 April

2021 to 31 March 2022, respectively. Amounts (excluding subsidiary fees) from 1 March 2020 to 31 March 2023 were accrued but not paid during the

Reporting Period.

2 Comprises: (i) Executive Chairman fee per annum set at USD 420,000 (USD 35,000 gross per month); (ii) CEO component of USD 760,833.40 (USD

830,000 per annum pro-rated for the period from 1 May 2022 to 31 March 2023); and (iii) additional fees from subsidiaries of the Company of USD

13,040.40 (EUR 12,000 converted at 1 EUR = USD 1.0867 on 31 March 2023) and USD 35,000 (accrued but unpaid).

3 Comprises: (i) Executive Chairman fee per annum set at USD 420,000 (USD 35,000 gross per month); and (ii) the additional fee from subsidiaries of

the Company of USD 141,507.05.

4 Comprises: (i) Non-Executive Director fee per annum set at USD 120,000 (USD 10,000 gross per month); (ii) additional remuneration for special

consultancy services of USD 348,333.37 (USD 380,000 per annum pro-rated for the period from 1 May 2022 to 31 March 2023); and (iii) additional

fees from subsidiaries of the Company of USD 13,040.40 (EUR 12,000 converted at 1 EUR = USD 1.0867 on 31 March 2023) and USD 30,000.

5 Comprises: (i) Non-Executive Director fee per annum set at USD 120,000 (USD 10,000 gross per month); and (ii) the additional fee from subsidiaries

of the Company of USD 91,479.84.

6 Comprises: Non-Executive Director fee per annum set at USD 120,000 (USD 10,000 gross per month).

7 Comprises: (i) Non-Executive Director fee per annum set at USD 120,000 (USD 10,000 gross per month); and (ii) the additional fee from a subsidiary

of the Company of USD 861.63 for the Previous Reporting Period.

113Global Ports Holding PLC Annual Report 2023

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Annual % change in remuneration of the Executive Chairman and the Non-Executive Directors compared with

employee remuneration

The table below sets out the annual change in base fees of the Executive Chairman and each Non-Executive Director

between 2022 and 2023, 2021 and 2022, 2020 and 2021 and 2019 and 2020 compared with the average annual

change in base salary of the Company’s employees, calculated on a full-time equivalent (FTE) basis, during the

same periods.

Except as set out in the notes to the table below, there was no change to Board member or employee remuneration

between 31 December 2022 and 31 March 2023.

Annual % change in base salary

1,2

2022-23 2021-22 2020-21 2019-20

Mehmet Kutman 0

0 0 0

Ayşegül Bensel 0

0 0 0

Jérôme Bayle 0 0 0 0

Ercan Ergül 0 0 0 0

Company employees (average per FTE)

9.6% 20.55 10.41 5.22

Notes:

1 For each calendar year; amounts earned from the Company only.

2 Directors do not receive annual bonus or taxable benefits, and accordingly, the corresponding columns have been omitted from the table.

3 Average employee remuneration has been calculated by reference to the mean of employee pay except as noted herein. In order to normalize the

impact of deferred 2020 salary payments, the figure for 2022-23 has been calculated by dividing total salaries paid by the Group in the year by average

personnel in the year.

4 Effective 1 February 2019, in addition to his base fee as Chairman of USD 200,000 – which did not change, Mr. Kutman’s remuneration was increased

to compensate him for his extensive executive involvement in business development for the Group. Accordingly, his total remuneration increased from

USD 200,000 to USD 420,000 per annum (3.5 times the standard USD fee paid to Non-Executive Directors); the increase was pro-rated for 11 months

of 2019.

5 Effective 1 May 2022, Mr. Kutman’s remuneration was adjusted to include additional pay for CEO responsibilities of USD 830,000 per annum; the

increase was pro-rated for 11 months of 2022.

6 Effective 1 May 2022, in addition to her base fees as Non-Executive Director of USD 120,000 – which did not change, Mrs. Bensel’s remuneration was

adjusted to include additional pay for special consultancy services of USD 380,000 per annum; the increase was pro-rated for 11 months of 2022.

Directors’ shareholdings (audited)

The Directors did not own any shares in the Company as at 31 March 2023 as set out in the table below. Accordingly,

there was no change from 31 March 2022.

Shares Options

Director

Owned outright

or vested

Unvested and

not subject to

performance

Unvested and

subject to

performance

Vested but not

exercised

Unvested and

not subject to

performance

Mehmet Kutman nil – – – –

Ayşegül Bensel nil – – – –

Jérôme Bayle nil – – – –

Ercan Nuri Ergül nil – – – –

No shares were acquired by the Directors between 31 March 2023 and 30 June 2023, being the latest practicable

date prior to publication of this Report. As at 31 March 2023, the Executive Chairman-CEO Mehmet Kutman owned

indirectly through GIH approximately 21.4% of the Company. As at 27 June 2023, being the latest practicable date

prior to the publication of this Report, Mr. Kutman’s indirect ownership through GIH remained approximately 21.4%

of the Company.

Relative importance of spend on pay

In light of the unprecedented level of disruption to global trade and the cruise industry created by the Covid-19

pandemic, the Board decided that it was prudent and in the best interests of all of the Company’s stakeholders to

suspend full-year dividends. Accordingly, shareholders were not asked to declare a final dividend at the AGMs in

2020, 2021 or 2022.

The Board has continued to monitor the situation and, pending the further recovery of Group business in the wake

of the pandemic, determined not to declare any interim dividend prior to the Reporting Period-end. Accordingly,

total dividend paid during the Reporting Period was nil.

114 Global Ports Holding PLC Annual Report 2023 Global Ports Holding PLC Annual Report 2023

There were no other dividends paid or share buybacks implemented or other significant distributions, payments

or other uses of profit or cashflow during the Reporting Period which the Directors consider relevant in assisting

an understanding of the relative importance of spend on pay. Total staff costs – disclosed in Note 9 to the financial

statements – were USD 18.6 million for the Reporting Period.

Distributions to shareholders

(USD ’000)

Total employee pay

(USD ’000)

Previous Reporting Period 0 14,885

Reporting Period 0 18,577

Payments for loss of office (audited)

No payments for loss of office were made during the Reporting Period, other than as set out under ‘Former CEO

remuneration’ on pages 110 and 111.

Payments to past Directors (audited)

No payments were made to past Board members during the Reporting Period. As set out under ‘Former CEO

remuneration’ on pages 110 and 111, former CEO Emre Sayın received remuneration including a lump sum

termination payment of USD 393,000 upon his departure from the Group in May 2022.

TSR performance (unaudited)

Although the Committee does not consider that there is an ideal TSR comparator for the Company, the FTSE

SmallCap Index is considered to be the best comparator group. The following chart shows the Company’s TSR

relative to the FTSE SmallCap Index from Admission to 31 March 2023.

Historical TSR performance (GBP)

Growth in the value of a hypothetical GBP 100 holding from Admission to 31 March 2023.

TSR captures the change in the value of a shareholding, assuming that dividends are reinvested on the ex-dividend

date – special cash dividends are excluded.

UK reporting regulations require the disclosure of a CEO 10 year single figure total remuneration table. However,

due to the former CEO stepping down in May 2022 and the unique remuneration structure of the Executive

Chairman-CEO, who assumed additional duties as CEO and whose remuneration is not determined in accordance

with the Executive Director Remuneration sub-policy, the Committee felt that it would not provide a robust

comparison with the remuneration arrangements of the former CEO. On this basis, it was considered unnecessary

to include such a comparison.

100

140

160

120

17 May 2017 31 Mar 2023

Value of GBP 100 invested on 17 May 2017

Global Ports Holding PLC FTSE SmallCap Index

Source: Refinitiv

Remuneration Committee report continued

115Global Ports Holding PLC Annual Report 2023

Financial statements Shareholder informationGovernance reportStrategic report

Implementation of the Executive Chairman Remuneration Policy for 2023-24

At the date of this Report, the Committee has not recommended any change to the Executive Chairman’s Board

membership fee or the pay for additional CEO responsibilities for the financial year ending 31 March 2024.

On that basis, the Executive Chairman fee will remain at USD 420,000 per annum plus additional pay for CEO

responsibilities of USD 830,000 per annum.

Role

Fee

(USD ’000)

Executive Chairman 420

Additional pay for CEO responsibilities paid to the Executive Chairman 830

Implementation of the Non-Executive Director Remuneration Policy for 2023-24

At the date of this Report, the Board has not recommended any change to Non-Executive Directors’ Board

membership fees for the financial year ending 31 March 2024. On that basis, the fees payable to the Non-Executive

Directors will be as follows:

Role

Board fees

(USD ‘000)

Non-Executive Director

Basic fee 90

Additional fee 30

Note:

1 Pursuant to the Restated Appointment Letter, Ayşegül Bensel will also be entitled to receive, in addition to her Board membership fees, additional

remuneration in the amount of USD 380,000 per annum for special services provided at the request of the Board.

Implementation of the senior management and Executive Director Remuneration Policy for 2023–24

This sub-policy will apply to any new Executive Director who may join the Company during the term of the Policy.

This Directors’ Remuneration Report has been approved by the Board and signed on its behalf by:

Jérôme Bernard Jean Auguste Bayle

Chairman of the Remuneration Committee

11 July 2023

116 Global Ports Holding PLC Annual Report 2023 Global Ports Holding PLC Annual Report 2023

Directors’ report

The Directors, being the Directors of Global Ports Holding PLC (registered in England and Wales with Company

Number 10629250), present their Report and Accounts for the Reporting Period, including the audited consolidated

financial statements of the Company and Group for the Reporting Period (the financial statements). These will be

laid before the shareholders at the Company’s 2023 Annual General Meeting scheduled to be held on Thursday,

31 August 2023.

Registered office

Effective 13 June 2023, the Company’s registered office is at 3rd Floor, 35 Albemarle Street, London W1S 4JD,

which it is occupying under a five-year lease. The Company was required to vacate its previous registered office

premises at 34 Brook Street, London due to construction works being undertaken by the landlord. Full details of the

Company’s offices and its auditor and advisers are given at the end of this Report.

Accounting period

The Reporting Period (or Period) is the 12-month period from 1 April 2022 to 31 March 2023. The Previous Reporting

Period refers to the 12-month reporting period from 1 April 2021 to 31 March 2022.

Results and dividends

The Group made a loss after tax of USD 10.5 million for the Reporting Period, compared with a loss after tax of USD

44.5 million for the Previous Reporting Period.

Having regard to the financial situation of the Group, shareholders were not asked to declare a final dividend at the

AGMs in 2020, 2021 or 2022, and no dividends have subsequently been declared or approved by the Board. The

Board continues to monitor the Group’s financial position, however shareholders will not be asked to declare a final

dividend for the Reporting Period at the 2023 AGM.

The timing and amount of any future dividend payments will depend on the Group’s existing and future financial

condition, results of operations, capital requirements, liquidity needs and other matters that it may consider relevant

from time to time. These may include, without limitation, the ability of subsidiaries to distribute dividends, the

Group’s capital needs, financial performance and prevailing equity market conditions.

Subsequent events that have occurred after the balance sheet date (as at 31 March 2023) are included in Notes 36

and 50 to the financial statements.

Going concern

The Directors are required to consider the liquidity position of the Group for a period of not less than 12 months

from the date of signing the 31 March 2023 consolidated financial statements.

At that date, the Group had cash and cash equivalents of USD 118.2 million and net assets of USD 35.3 million.

The Directors have considered a detailed going concern analysis for a period of not less than 12 months from

the date of signing the 2023 Annual Report, which shows sufficient liquidity and compliance with relevant debt

covenants, taking into account risks and uncertainties regarding future trading. In doing so, the Directors had

regard to the positive Group and industry recovery from the pandemic, the Group’s continuing active management

of its short- and long term financial viability, and other circumstances. See page 87 in the Audit and Risk

Committee’s report.

The UK left the EU (‘Brexit’) on 31 January 2020. The EU-UK Trade and Cooperation Agreement, a free trade

agreement governing the relationship between the EU and the UK after Brexit, was signed on 30 December 2020

and formally entered into force on 1 May 2021. The Directors have considered the implications of Brexit for the

Company and the Group, having regard in particular to the ports that are located and operated by subsidiaries in EU

countries. Although the full impact of Brexit may not be known for some time, the Directors do not consider that its

implementation has had any materially adverse impact on the operations of the Company or the Group to date.

DIRECTORS’

REPORT

117Global Ports Holding PLC Annual Report 2023

Financial statements Shareholder informationGovernance reportStrategic report

As set out on pages 87 and 88 in its report, the Audit and Risk Committee has closely considered senior

management’s financial reports. Having regard to the Audit and Risk Committee report and to the considerations

set out above, the Directors have, at the time of approving the financial statements, a reasonable expectation that

the Company and the Group have adequate resources to continue in operational existence for the foreseeable

future. They, therefore, continue to adopt the going concern basis of accounting in preparing the consolidated

financial statements.

Strategic report and Management report

Details of the Group’s strategy and business model during the Period, and the information that fulfils the

requirements of the Strategic report, can be found on pages 2 to 69 of this document, which is deemed to form

part of this Directors’ report by reference. Without limitation, actions of the Directors during the Reporting Period

to engage with Group employees and with its suppliers, customers and others with whom it maintains business

relationships are set out on pages 67 to 69 of this document.

This Directors’ report, together with the Strategic report referred to above, form the Management report for the

purposes of DTR 4.1.5 R.

Change of control

Under the Financing, the loan agreement and other agreements contain customary financial and non-financial

covenants and change of control clauses regarding maintaining ownership of the Company and ownership at GIH

above a certain threshold. Change of control is also one of the events following the occurrence of which Warrants

issued in connection with the Financing will become exercisable. Any unvested awards under the LTIP (the

Company’s share-based long-term incentive plan) also will vest immediately on a change of control as set out

on page 109 in the Remuneration Committee report (Remuneration report).

The Company is not otherwise party to any significant agreements that take effect, alter or terminate in the event of

a change of control of the Company. In addition, there are no agreements with the Company and its employees or

Directors for compensation for loss of office or employment that occurs because of a takeover bid.

Corporate governance

The Company’s Corporate Governance report (Governance report) is set out on pages 70 to 85 of this document

and is deemed to form part of this Directors’ report by reference.

As set out on page 73 of the Governance report, the Company is not required to adopt the ‘comply or explain’

regime of the UK Corporate Governance Code. However, the matters set out in Section 172 of the Companies Act

2006 are integral to the Board’s decision-making, and engagement with the Company’s varied stakeholders is

considered vital to the Group’s success, as set out on page 73 of the Governance report and pages 56 to 59 of

the Strategic report.

Directors

The names and biographical details of Directors who served on the Board throughout the Reporting Period

(and continue to do so at the date of this Directors’ report) are given in the Board of Directors section on pages

74 and 75 in the Governance report. There were no retirements or other departures from the Board during the

Reporting Period.

None of the Directors has any direct ownership of ordinary shares of the Company (ordinary shares). The beneficial

interest of the Executive Chairman-CEO in ordinary shares is set out on page 85 in the Governance report and

page 113 in the Remuneration report.

Under the current Remuneration Policy, the Executive Chairman-CEO and the current Directors are not eligible

to join the Company’s incentive cash or share schemes or to participate in any of the Company’s other benefit

arrangements. Accordingly, there are no outstanding awards over ordinary shares in favour of the Directors (or any

members of their families).

None of the Directors has a material interest in any contract with the Company or any of its subsidiary undertakings.

118 Global Ports Holding PLC Annual Report 2023 Global Ports Holding PLC Annual Report 2023

Share capital

The issued share capital of the Company is shown in Notes 21a) and 45 to the financial statements. As at 7 July

2023, there are 62,826,963 ordinary shares of one pence (GBP 0.01) each which have been issued, are fully paid up

and are quoted on the London Stock Exchange. Ordinary shares entitle holders: (i) to one vote on a show of hands

and one vote per share on a poll; (ii) to share in dividends according to the amount paid up on shares held; and (iii)

to rights under general law to participate in any surplus assets on winding up in proportion to their shareholding.

Ordinary shares are not redeemable other than pursuant to Chapter 5 of Part 18 of the Companies Act 2006.

At the date of this Annual Report, the Company has also issued, on a non-pre-emptive basis in connection with the

Financing, Warrants to subscribe for 7,752,134 ordinary shares. Additional Warrants will be issued pro rata to any

further utilisation of Facility B under the Financing, as and when it occurs, and upon the occurrence of specified

adjustment events.

There are no special control rights in relation to the Company’s shares and the Company is not aware of any

agreements between holders of securities that may result in restrictions on the transfer of securities or on

voting rights.

Major interests in share capital

Notifications of shareholdings of 3% and over received by the Company up to the Reporting Period-end are set out

on page 84 in the Governance report.

Political donations

No political donations were made, and no political expenditure was incurred, during the Reporting Period.

Employee involvement and consultation

The Company places considerable value on the involvement of Group employees in the business; it regards regular

communication and consultation as essential for motivating people and developing a culture of learning and

initiative within the organisation. The Company endeavours to inform and obtain feedback from employees on a

continuing basis, through formal and informal meetings and other internal communication channels. This dialogue

relates to matters that directly affect them as employees, as well as considerations concerning the performance of

the Company more widely. The Board has also resolved that the Directors should meet annually with port managers

and other senior managers to obtain their feedback on the Group’s organisational structure, the Company’s

approach to remuneration and other matters. Those meetings were postponed during and in the immediate

aftermath of the Covid-19 pandemic, but are resuming.

A comprehensive Whistleblowing Policy also was adopted during the Previous Reporting Period, with a view to

facilitating and encouraging reports of wrongdoing and protecting whistle blowers, while ensuring that allegations

are properly substantiated.

Incentive plans

In accordance with the Remuneration Policy approved by its shareholders, the Company has implemented the STIP

and the LTIP for Group employees and senior management, in order to more closely align employee targets and

company strategy in the short- and long-term, thereby increasing shareholder value. Details of the STIP and LTIP

are set out on pages 105 to 109 in the Remuneration report.

Discrimination and disability

The Board and executive management strive to ensure that employees are protected from discrimination within

the Group. All decisions regarding employment processes, including recruitment, promotions, transfers, training,

dismissal and working conditions, are based on consistent selection criteria. Employees or staff authorised to make

such decisions are expected to act without prejudice or bias regarding employee disabilities. The Board regards it

as essential that evaluating and assessing employees on their knowledge and skills is made on the basis of objective,

rather than subjective, criteria. In the event of an employee becoming disabled, every effort is made to ensure that

their employment with the Group continues in a capacity that accommodates their needs.

Directors’ report continued

119Global Ports Holding PLC Annual Report 2023

Financial statements Shareholder informationGovernance reportStrategic report

Modern Slavery and Human Trafficking statement

The Directors, on behalf of the Group as a whole, recognise and condemn slavery, servitude, forced labour and

human trafficking (modern slavery) as abhorrent infringements of human rights. Since February 2018, a Modern

Slavery and Human Trafficking Statement has been in place that sets out the Company’s commitment to preventing

modern slavery in the Group’s business and supply chains, and the steps taken towards that end. The Statement,

which has been updated and approved by the Board in respect of the Reporting Period, can be found on our

website at www.globalportsholding.com under Investors – Governance – Policies – Modern Slavery Statement.

Data protection

The Company has a comprehensive Data Protection Policy, that entrenches the Group’s commitment to local,

international and cross-border compliance with data protection laws and regulations, including, but not limited to,

the General Data Protection Regulation 2016/679 and the Turkish Personal Data Protection Law no. 6698.

Environmental responsibility

The Company is committed to responsible business and works towards embedding sustainability into the core of its

business strategy. The Company is aware of the environmental risks inherent within the business and is committed

to managing and reducing the environmental footprint caused by its activities.

Natural resources, water and energy consumption, emissions, dredging and impacts on marine ecosystems due

to noise and vibration are the Company’s material sustainability issues. The Company has adopted a proactive

environmental strategy for environmental risks, including air and water pollution, risks arising from the handling

of hazardous waste and effluents, and natural disasters. The Company responds to these impacts and risks in a

systematic and proactive manner in line with its environmental management systems.

The Company conducts business in line with laws and regulations where the Group operates, international

environmental standards and the Company’s Environmental Policy and HSE Manual.

The HSE Manual is very closely aligned to ISO standards and, where possible and practical, the Group seeks to

achieve relevant ISO certifications for its ports. EcoPorts has been adopted as a further guiding factor on the

ports’ environmental management, and the Group also focuses on facilitating, where possible, the cruise industry’s

environmental targets. Detailed information about the Group’s environmental initiatives is set out on pages 62 to 66

in the Strategic report.

A number of the Company’s ports are certified to the ISO 14001 Environmental Management System and/or have

GreenPort or EcoPorts certifications.

As a first step towards heightening its focus on sustainability, the Company has appointed independent

sustainability consultants and created a sustainability working group from across the organisation with a mandate

to undertake an informed climate risk assessment. The sustainability working group will also work with internal

stakeholders to integrate climate-related reporting and risks into management and Board decision-making,

including the risk register. Management is also mindful of the need to implement TCFD requirements by next year’s

Annual Report. See page 18 in the Risk report.

Greenhouse gas (GHG) emissions

The Company is aware of the risks that climate change poses to its operations and regards contributing to global

efforts to tackle climate change as being among its primary environmental responsibilities. To reduce its impact on

climate change, the Company tracks its energy consumption and GHG emissions, invests in energy efficiency and

renewable energy sources, deploys low, or zero, emission vehicles and raises awareness among its employees and

other stakeholders.

The Company is required to disclose GHG emissions information pursuant to the Companies Act 2006 (Strategic

report and Directors’ report) Regulations 2013. An independent external consulting company has performed

calculations on the GHG emissions data covering both Scope 1 and Scope 2 emissions. These calculations adhere to

the GHG Protocol control approach and utilize emission factors from IPCC 2006 emission factors, AR5 GWP values,

Ecoinvent v3, IRENA manual and local fuel data sources whenever available. The electricity-related emission factor

data obtained from Ecoinvent v3 was calculated for GWP100 for IPCC 2021 method.

120 Global Ports Holding PLC Annual Report 2023 Global Ports Holding PLC Annual Report 2023

As stated in the table below, during the Reporting Period (1 April 2022 to 31 March 2023), the Group’s Scope 1 and

2 emissions location-based totalled 6,019.6 tonnes CO

e, compared with 7,877.0 tonnes CO

e, 3,860.9 tonnes CO

5,386.8 tonnes CO

e and 4,555.5 tonnes CO

e during the 2019 and 2020 calendar years, the transitional reporting

period between 1 January 2020 and 31 March 2021, and the Previous Reporting Period, respectively.

In tonnes CO

2019 2020

Reporting

Period

(1 January

2020 –

31 March 2021)

Reporting

Period

Reporting

Period

Scope 1 2,514.2 1,318.2 2,185.6 1,756.6 1,054.3

Scope 2

Location-based 5,362.8 2,542.6 3,201.2 2,798.9 4,965.3

Scope 1 and 2 total

Location-based 7,877.0 3,860.9 5,386.8 4,555.5 6,019.6

Carbon intensity

Per full-time equivalent employee 12.32 9.49 13.27 8.55 10.69

Per sqm facility area 0.0085 0.0168 0.0234 0.0045 0.0192

Notes:

1 Market specific EF data, in compliance with the GHG Scope 2 Guideline, is not available. Market-based emissions are reported as the same

as location-based emissions. Ecoinvent v3, IRENA manual and local fuel data sources have been used for calculations.

2 Organisational boundary has been set according to the operational boundary approach. All of the Company’s ports are fully covered, except

for Lisbon (in respect of which 50% of emissions are covered), Singapore, Venice and Ha Long.

Financial risk management

The financial risk management objectives and policies of the Company are detailed in Note 35 to the financial

statements and in the Risk Management Framework on pages 30 to 39 of this document.

Acquisition of own shares

There were no acquisitions by the Company of its own shares during the Reporting Period.

Articles of Association

Unless expressly specified to the contrary therein, the Articles may be amended by a special resolution of the

Company’s shareholders.

Appointment and replacement of Directors

The Articles provide that Directors can be appointed by the Company by ordinary resolution or by the Board. The

Nomination Committee makes recommendations to the Board on the appointment and replacement of Directors.

Further details of the rules governing the appointment and replacement of Directors are set out on page 79 in the

Governance report, page 94 in the Nomination Committee report and in the Articles.

Directors’ indemnity and insurance

Details of the Directors’ indemnity and insurance from the Company are set out on page 80 in the

Governance report.

Powers of the Directors

Subject to the Articles, UK legislation and any directions given by special resolution, the business and affairs of

the Company are managed by the Board, which may exercise all the powers of the Company whether relating to

the management of the business or not. The Directors currently have powers both in relation to the issuing and

buying back of the Company’s shares and will seek renewal of these powers, as updated in accordance with investor

association guidelines, at the 2023 AGM.

Directors’ report continued

121Global Ports Holding PLC Annual Report 2023

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Disclosure of information to auditors

The Directors who held office at the date of approval of this Directors’ report confirm that, so far as they are each

aware, there is no relevant audit information of which the Company’s auditor is unaware; and each Director has

taken all the steps that he/she ought to have taken as a Director to make himself/herself aware of any relevant audit

information, and to establish that the Company’s auditor is aware of that information.

This confirmation is given and should be interpreted in accordance with the provisions of Section 418 of the

Companies Act 2006.

A resolution to reappoint PKF Littlejohn LLP will be proposed at the 2023 AGM in accordance with Section 489 of

the Companies Act 2006.

2023 AGM

The 2023 AGM is scheduled to be held at the Company’s registered office at 3rd Floor, 35 Albemarle Street, London

W1S 4JD on Thursday, 31 August 2023 at 11.00am BST.

The resolutions to be proposed at the 2023 AGM are set out and fully explained in the circular containing the AGM

Notice (AGM Notice Circular) which will be posted, together with the proxy form for the 2023 AGM and this Annual

Report, on our website at www.globalportsholding.com under Investors – News & Events – General Meetings. These

will be made available to shareholders electronically or, if they have expressed a preference otherwise, sent to them

in hard copy.

As at the date of this Annual Report, the Board intends that the 2023 AGM will be open to shareholders and their

appointed proxies who choose to attend it in person. However, should it become necessary or appropriate for any

reason to postpone, to move and/or to make alternative arrangements for holding the 2023 AGM, shareholders will

be given as much notice as possible and further information will be made available at www.globalportsholding.com.

Shareholders are reminded that proxy voting is available for the 2023 AGM and are encouraged to complete and

return proxy forms as early as possible. Further details will be set out in the AGM Notice Circular.

Recommendation

The Board considers that all of the resolutions to be considered at the 2023 AGM are in the best interests of the

Company and its shareholders as a whole, and unanimously recommends that you vote in favour of all of the

proposed resolutions, as the Directors intend to do in relation to their own beneficial shareholdings.

By order of the Board,

Ercan Nuri Ergül

Director

11 July 2023

122 Global Ports Holding PLC Annual Report 2023

Statement of Directors’ responsibilities

Statement of Directors’ responsibilities in respect of the Annual Report and the financial statements

The Directors are responsible for preparing the Annual Report and the Group and Parent Company financial

statements in accordance with applicable law and regulations.

Company law requires the Directors to prepare Group and Parent Company financial statements for each financial

year. Under that law, they are required to prepare the Group financial statements in accordance with UK-adopted

international accounting standards and applicable law and have elected to prepare the Parent Company financial

statements in accordance with UK accounting standards, including FRS 102 The Financial Reporting Standard

applicable in the UK and Republic of Ireland.

Under company law, the Directors must not approve the financial statements unless they are satisfied that they

give a true and fair view of the state of affairs of the Group and Parent Company and of their profit or loss for that

period. In preparing each of the Group and Parent Company financial statements, the Directors are required to:

• select suitable accounting policies and then apply them consistently;

• make judgements and estimates that are reasonable, relevant, reliable and prudent;

• for the Group financial statements, state whether they have been prepared in accordance with UK-adopted

international accounting standards;

• for the Parent Company financial statements, state whether applicable UK accounting standards have been

followed, subject to any material departures disclosed and explained in the Parent Company financial statements;

• assess the Group and Parent Company’s ability to continue as a going concern, disclosing, as applicable, matters

related to going concern; and

• use the going concern basis of accounting unless they either intend to liquidate the Group or the Parent Company

or to cease operations, or have no realistic alternative but to do so.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain

the Parent Company’s transactions and disclose with reasonable accuracy at any time the financial position of the

Parent Company and enable them to ensure that its financial statements comply with the Companies Act 2006.

They are responsible for such internal control as they determine is necessary to enable the preparation of financial

statements that are free from material misstatement, whether due to fraud or error, and have general responsibility

for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and

detect fraud and other irregularities.

Under applicable law and regulations, the Directors are also responsible for preparing a Strategic Report, Directors’

Report, Directors’ Remuneration Report and Corporate Governance Statement that complies with that law and

those regulations.

The Directors are responsible for the maintenance and integrity of the corporate and financial information

included on the Company’s website. Legislation in the UK governing the preparation and dissemination of financial

statements may differ from legislation in other jurisdictions.

Responsibility statement of the Directors in respect of the annual financial report

We confirm that, to the best of our knowledge,

• the financial statements, prepared in accordance with the applicable set of accounting standards, give a true

and fair view of the assets, liabilities, financial position and profit or loss of the Company and the undertakings

included in the consolidation taken as a whole; and

• the strategic report includes a fair review of the development and performance of the business and the position

of the issuer and the undertakings included in the consolidation taken as a whole, together with a description of

the principal risks and uncertainties that they face.

We consider the Annual Report and Accounts, taken as a whole, is fair, balanced and understandable, and

provides the information necessary for shareholders to assess the Group’s position and performance, business

model and strategy.

Ayşegül Bensel

Vice Chairperson

11 July 2023

123Global Ports Holding PLC Annual Report 2023

Financial statements Shareholder informationGovernance reportStrategic report

Independent auditor’s report

to the members of Global Ports Holding PLC

Opinion

We have audited the financial statements of Global Ports Holding Plc (the ‘parent company’) and its subsidiaries

(the ‘group’) for the year ended 31 March 2023 which comprise the Consolidated Statement of Profit or Loss

and Other Comprehensive Income, the Consolidated Statement of Financial Position and Parent Company

Balance Sheet, the Consolidated and Parent Company Statements of Changes in Equity, the Consolidated Cash

Flow Statement and Consolidated and Parent Company Notes to the financial statements, including significant

accounting policies. The financial reporting framework that has been applied in the preparation of the group

financial statements is applicable law and UK-adopted international accounting standards. The financial reporting

framework that has been applied in the preparation of the Parent Company financial statements is applicable law

and United Kingdom Accounting Standards, including FRS 102 The Financial Reporting Standard applicable in the

UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion:

• the financial statements give a true and fair view of the state of the group’s and of the parent company’s affairs as

at 31 March 2023 and of the group’s loss for the year then ended;

• the group financial statements have been properly prepared in accordance with UK-adopted international

accounting standards;

• the parent company financial statements have been properly prepared in accordance with United Kingdom

Generally Accepted Accounting Practice; and

• the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable

law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of

the financial statements section of our report. We are independent of the group and parent company in accordance

with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s

Ethical Standard as applied to listed public interest entities, and we have fulfilled our other ethical responsibilities

in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and

appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the director’s use of the going concern basis of

accounting in the preparation of the financial statements is appropriate. Our evaluation of the directors’ assessment

of the group’s and parent company’s ability to continue to adopt the going concern basis of accounting included:

• Reviewing the cashflow forecast and budgets for the period to 31 July 2024 and the corresponding key

assumptions used. This included but was not limited to consideration of the following: financing arrangements

and related cashflows including repayment of loans, planned expansion, key cost assumptions and projection of

the number of passengers;

• Assessing and challenging the key assumptions in the underlying cashflow forecasts, including performing a

sensitivity analysis on plausible changes to the cashflow forecasts;

• Discussions with management regarding future plans and funding to support the operations of the group and

parent company; and

• Reviewing management’s going concern paper and ensuring the underlying key assumptions are congruent to

the cashflow forecast provided, including testing the mathematical accuracy and appropriateness of the model

used to prepare the cashflows and agreeing the cashflows to supporting documentation.

Based on the work we have performed, we have not identified any material uncertainties relating to events or

conditions that, individually or collectively, may cast significant doubt on the group’s or parent company’s ability

to continue as a going concern for a period of at least twelve months from when the financial statements are

authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the

relevant sections of this report.

124 Global Ports Holding PLC Annual Report 2023

Independent auditor’s report continued

to the members of Global Ports Holding PLC

Our application of materiality

Materiality for the group financial statements as a whole was set at USD 0.88 million (2022: USD 0.8 million). This

was calculated based upon 0.75% of group revenue, net of service concession arrangement revenue (2022: 0.75%

of the average of the group revenue of the past three years). We consider group revenue to be the most appropriate

benchmark as it provides a more stable measure year on year than profit before tax. For the year ended 31 March

2023 audit, we have excluded the service concession arrangement revenue given that this revenue is an accounting

adjustment rather than actual revenue generated from the operations of the group. In the prior year, materiality

was set at an average of the past three years revenue to normalise the impact of Covid-19 on the previous financial

periods. Performance materiality of USD 0.44 million (2022: USD 0.4 million) was set at 50% (2022: 50%) of

materiality due to the assessed risk and our accumulated knowledge of the group.

Materiality for the parent company financial statements as a whole was set at USD 0.8 million (2022: USD 0.75

million). This was calculated based upon 0.4% of the parent company’s gross assets (2022: 0.4% of gross assets).

Performance materiality was set at USD 0.4 million (2022: USD 0.38 million) again based on 50% of materiality

(2022: 50%) for the same reasons as for the group.

We use performance materiality to reduce to an appropriately low level, the probability that the aggregate of

uncorrected and undetected misstatements exceeds overall materiality. Specifically, we use performance materiality

in determining the scope of our audit and the nature and extent of our testing of account balances, classes of

transactions and disclosures, for example in determining sample sizes.

We agreed to report to the audit committee any corrected or uncorrected identified misstatements exceeding

USD 0.044 million (2022: USD 0.04 million) for the group and USD 0.04 million (2022: 0.0375 million) for the

parent company, in addition to other identified misstatements that warranted reporting on qualitative controls.

Our approach to the audit

In designing our audit approach, we determined materiality and assessed the risk of material misstatement in the

financial statements. In particular, we assessed the areas requiring the board and management to make subjective

judgements, for example in respect of significant accounting estimates including the carrying value of intangible

assets, goodwill, revenue recognition and management override of controls.

We performed an audit on the financial information of the group’s seventeen (2022: twelve) material operating

segments which were located in the United Kingdom (UK), Turkey, Malta, the Bahamas, Spain, Italy, Montenegro,

and Antigua and Barbuda. Eleven out of the seventeen segments (2022: eleven out of the twelve components)

were assigned as full scope audits and these were fully audited by component auditors. The remaining six segments

(2022: one) were assigned as specific scope audits and were audited by component auditors carrying out specific

procedures issued by the group audit team. There are a number of other components within the group which were

not assessed as material or significant components. Consequently, the audit work performed on these components

consisted of testing specific balances and analytical procedures at group level.

As the group audit team, we instructed the component auditors as to the significant risk audit areas to be covered

and the required information to be submitted to us. We visited seven locations being UK, Turkey, Italy, Malta,

Montenegro, Antigua and the Bahamas (2022: Five locations being UK, Turkey, Spain, Malta and the Bahamas), to

assess the audit risk and strategy and perform reviews of the component auditors’ audit files. In addition, remote

meetings were held in order to review the audit working papers of segments situated in Spain, which was visited by

us in 2022. At these visits and meetings, the findings reported to us were discussed in detail, and any further work

required by the us was subsequently performed by the component auditors. Discussions were held at all stages

of the process with component auditors in all locations and appropriate reporting appendices were received and

reviewed in accordance with our instructions.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the

financial statements of the current period and include the most significant assessed risks of material misstatement

(whether or not due to fraud) we identified, including those which had the greatest effect on: the overall audit

strategy, the allocation of resources in the audit; and directing the efforts of the engagement team. These matters

were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion

thereon, and we do not provide a separate opinion on these matters.

125Global Ports Holding PLC Annual Report 2023

Financial statements Shareholder informationGovernance reportStrategic report

Key Audit Matter How our scope addressed this matter

Revenue recognition (Note 3(d), Note 3(s) and Note 6)

Under ISA (UK) 240 there is a rebuttable presumption

that revenue recognition is a fraud risk. The group

trades as an independent cruise port operator through

an international network of cruise ports, together with

one operating commercial port.

Revenues from the cruise business segment comprise

core port services (landing fees, security fees and

luggage handling fees) and ancillary services

(vessel and port services, shore-side services and

terminal management).

Revenues from the commercial business segment

comprise handling containers and cargo for export

and import.

Revenue generating activities are governed by the

terms of the concession agreements, including related

licenses and permits. Revenue from these segments is

recognised both over time and at a point in time under

IFRS 15 Revenue from Contracts with Customers.

The Group also recognises construction revenue,

currently in respect of Nassau Cruise Port, for service

concession arrangements under IFRIC 12. In the future

this may also include San Juan Cruise Port and the

Canary Islands Cruise Ports; however revenue is not

expected to be material in these jurisdictions for Fiscal

Year (‘FY’) 23. These revenues are recognised over time

based on percentage completion of construction. The

margin recognised on construction revenue involves

judgement and estimation by management, including

benchmarking to similar infrastructure projects.

There is a risk that revenue is materially misstated due

to incorrect application of IFRS 15 and IFRIC 12 and

not calculated in accordance with the terms of the

underlying customer contracts.

Our work in this area included the following:

• Assessing the group’s revenue recognition policy

for compliance with IFRS 15 and IFRIC 12;

• Reviewing the key contractual terms applicable to

significant revenue streams in place at the ports;

• Documenting, for each location, our understanding

of the systems and internal controls surrounding

revenue recognition in conjunction with reviewing

the work performed by component auditors in

this respect;

• Performing walkthrough tests on all material revenue

cycles in conjunction with reviewing the work

performed by component auditors in this respect;

• Undertaking substantive transactional testing

of material revenue streams and reviewing the

substantive testing and tests of controls performed

by the component auditors as applicable;

• Reviewing and documenting the analytical

procedures performed by the component auditors

and assessing the reasonableness of key movements

including consideration of Key Performance

Indicators such as passenger numbers and cargo

volumes; and

• Reviewing the work of the component auditors

surrounding the cut-off testing and completeness

testing performed on significant components,

including accrued income balances, taking into

consideration the seasonality of operations by port

and our understanding of the systems and controls.

Based on the audit procedures performed we

are satisfied that revenue has been appropriately

recognised in the financial statements.

126 Global Ports Holding PLC Annual Report 2023

Independent auditor’s report continued

to the members of Global Ports Holding PLC

Key Audit Matter How our scope addressed this matter

Recoverability of intangible assets and right-of-use assets (Note 3(o), 13, and 14)

The group carries on its balance sheet material

intangible assets in respect of port operation rights and

acquired intangible assets, including goodwill, from

business combinations.

Goodwill is not amortised but is tested at least annually

for impairment via value in use models. Port operation

rights and other intangible assets are amortised over

their expected useful economic life and subject to

impairment reviews where there are indicators of

impairment. The carrying value of right-of-use

assets will, where applicable, be included in the

impairment assessment.

Impairment assessments and value in use calculations

are subject to significant judgement and estimation

around key inputs such as the number of cruise calls,

passenger volumes, container volumes and risk adjusted

discount rates. The same value in use calculations will

also be used to assess the carrying value of investments

in subsidiaries and associates, including intra-group

receivables, in the individual financial statements of the

parent company.

There is a risk that the carrying values exceed their

recoverable values through non-recognition of

impairment losses.

Our work in this area included the following:

• Obtaining the group’s value in use calculations for

goodwill (in accordance with IAS 36) and testing and

challenging the reasonableness of key assumptions

to external and internal data, including budgets, cash

flow forecasts and discount rates;

• Obtaining and reviewing the group’s impairment

memo to determine the appropriateness of non-

preparation of value in use calculations for intangible

assets and right of use assets due to absence of

impairment indicator;

• Involving our valuation specialists to determine

the reasonableness and benchmarking of the

incorporated debt to equity ratio and beta used in the

value in use impairment model for goodwill;

• Evaluating the reasonableness of cash flows and

projections in the model through comparison to

actual and prior period performance for goodwill;

• Evaluating the 2023 forecast of number of

passengers over the actual number of passengers

for FY 23 and assessing the ability of the group in

meeting its budget whilst evaluating the accuracy

of forecasts;

• Reviewing the respective work of the component

auditors over the valuation of the underlying

intangible assets, goodwill and right-of-use assets;

• Verifying the integrity of the data and mathematical

accuracy of the supporting calculations for goodwill;

• Performing sensitivity analysis on key assumptions

to ascertain the impact of possible changes which

would eliminate the headroom over carrying value

for goodwill;

• Evaluating management’s assessment of expected

useful economic lives;

• Testing the allocation of revenues, expenses, assets

and liabilities to cash generating units; and

• Considering whether any other indicators of

impairment are present under IAS 36 having

reference to internal and external factors (i.e. market

condition, forecasted FY 24 volume of passengers

and capital expenditure)

Based on the audit procedures performed we have not

identified any material unrecognised impairment losses

in respect of intangible assets, goodwill or right of use

assets as at 31 March 2023.

127Global Ports Holding PLC Annual Report 2023

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Other information

The other information comprises the information included in the annual report and accounts, other than the

financial statements and our auditor’s report thereon. The directors are responsible for the other information

contained within the annual report and accounts. Our opinion on the group and parent company financial

statements does not cover the other information and, except to the extent otherwise explicitly stated in our report,

we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information

and, in doing so, consider whether the other information is materially inconsistent with the financial statements or

our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify

such material inconsistencies or apparent material misstatements, we are required to determine whether this gives

rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we

conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion the part of the Remuneration Committee report to be audited has been properly prepared in

accordance with the Companies Act 2006.

In our opinion, based on the work undertaken in the course of the audit:

• the information given in the strategic report and the directors’ report for the financial year for which the

financial statements are prepared is consistent with the financial statements; and

• the strategic report and the directors’ report have been prepared in accordance with applicable

legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and their environment

obtained in the course of the audit, we have not identified material misstatements in the strategic report or the

directors’ report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires

us to report to you if, in our opinion:

• adequate accounting records have not been kept by the parent company, or returns adequate for our audit have

not been received from branches not visited by us; or

• the parent company financial statements and the part of the Remuneration Committee report to be audited are

not in agreement with the accounting records and returns; or

• certain disclosures of directors’ remuneration specified by law are not made; or

• we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the directors’ responsibilities statement, the directors are responsible for the preparation

of the group and parent company financial statements and for being satisfied that they give a true and fair view, and

for such internal control as the directors determine is necessary to enable the preparation of financial statements

that are free from material misstatement, whether due to fraud or error.

In preparing the group and parent company financial statements, the directors are responsible for assessing the

group’s and the parent company’s ability to continue as a going concern, disclosing, as applicable, matters related

to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the

group or the parent company or to cease operations, or have no realistic alternative but to do so.

128 Global Ports Holding PLC Annual Report 2023

Independent auditor’s report continued

to the members of Global Ports Holding PLC

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from

material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.

Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with

ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error

and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the

economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in

line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including

fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

• We obtained an understanding of the group and parent company and the sector in which they operate to identify

laws and regulations that could reasonably be expected to have a direct effect on the financial statements.

We obtained our understanding in this regard through discussions with management, industry research, and

reviewing confirmations received from local legal advisers;

• We obtained an understanding and evaluated the design and implementation of controls that address fraud risks

of the group and parent company through reviewing the work of the component auditors and performing our

own assessment;

• We determined the principal laws and regulations relevant to the group and parent company in this regard to

be those arising from the Companies Act 2006; UK tax legislation; local laws and tax legislation in the relevant

locations; Employment Law; Anti-Bribery and Money Laundering Regulations; Disclosure and Transparency Rules;

relevant environmental and health and safety legislation in the relevant locations having commercial activities;

compliance with contractual terms under port concession agreements; and General Data Protection Regulation.

• We designed our audit procedures to ensure the audit team considered whether there were any indications of

non-compliance by the group and parent company with those laws and regulations. These procedures included,

but were not limited to:

– Enquiring of management regarding potential non-compliance;

– Reviewing of legal and professional fees to understand the nature of the costs and the existence of any

non-compliance with laws and regulations;

– Reviewing of minutes of meetings of those charged with governance and Regulatory News

Service announcements;

– Reviewing of accounting ledgers for any unusual journal entries which may indicate non-compliance;

– Reviewing the work of the component auditors for any unusual journal entries which may indicate

non-compliance;

– Discussing with the group’s Head of Legal Affairs regarding on-going cases, any pending lawsuits, recent

investigations and any significant provisions recognised in the financial statements;

– Discussing with the component auditors regarding any non-compliance with laws and regulations that they

were aware of when the audit was conducted;

– Reviewing of the work of the component auditors in assessing compliance on laws and regulations of the

component entities;

– Discussing with the internal audit department on matters related to internal control risks, weaknesses and

business risks of the group; and

– Review of Audit Committee and Remuneration Committee minutes.

• We also identified the risks of material misstatement of the financial statements due to fraud. We considered,

in addition to the non-rebuttable presumption of a risk of fraud arising from management override of controls,

that the potential for management bias was identified in relation to revenue recognition and recoverability of the

intangible assets and right of use assets as described in the Key Audit Matters section above.

• As in all of our audits, we addressed the risk of fraud arising from management override of controls by performing

audit procedures which included, but were not limited to: the testing of journals; reviewing accounting estimates

for evidence of bias; evaluating the business rationale of any significant transactions that are unusual or outside

the normal course of business; and reviewing bank statements during the period to identify any large and unusual

transactions where the business rationale is not clear.

129Global Ports Holding PLC Annual Report 2023

Financial statements Shareholder informationGovernance reportStrategic report

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including

those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk

increases the more that compliance with a law or regulation is removed from the events and transactions reflected

in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also

greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment,

forgery, collusion, omission or misrepresentation.

A further description of our responsibilities for the audit of the financial statements is located on the Financial

Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our

auditor’s report.

Other matters which we are required to address

We were appointed by Board of Directors of Global Ports Holding Plc on 14 March 2022 to audit the financial

statements for the period ending 31 March 2022 and subsequent financial periods. Our total uninterrupted period

of engagement is 2 years, covering the periods ending 31 March 2022 to 31 March 2023.

The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the group and the parent

company and we remain independent of the group and the parent company in conducting our audit.

Our audit opinion is consistent with the additional report to the audit committee.

Use of our report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the

Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members

those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent

permitted by law, we do not accept or assume responsibility to anyone, other than the company and the company’s

members as a body, for our audit work, for this report, or for the opinions we have formed.

Timothy Herbert (Senior Statutory Auditor)

For and on behalf of PKF Littlejohn LLP, Statutory Auditor

15 Westferry Circus

Canary Wharf

London E14 4HD

11 July 2023

130 Global Ports Holding PLC Annual Report 2023

Consolidated statement of profit or loss and other comprehensive income

Years ended 31 March 2023 and 31 March 2022

Note

Year ended

31 March 2023

(USD ‘000)

Year ended

31 March 2022

(USD ‘000)

Revenue 6 213,596 128,410

Cost of sales 7 (149,881) (131,326)

Gross profit/(loss) 63,715 (2,916)

Other income 10 2,606 5,169

Selling and marketing expenses (3,368) (2,530)

Administrative expenses 8 (18,862) (16,762)

Other expenses 10 (15,864) (12,645)

Operating profit/(loss) 28,227 (29,684)

Finance income 11 5,676 25,071

Finance costs 11 (47,718) (36,897)

Net finance costs (42,042) (11,826)

Share of profit/(loss) of equity-accounted investees 15 4,274 (2,425)

Loss before tax (9,541) (43,935)

Tax expense 16 (1,008) (605)

Loss for the year (10,549) (44,540)

Loss for the year attributable to:

Owners of the Company (24,998) (35,992)

Non-controlling interests 14,449 (8,548)

(10,549) (44,540)

Note

Year ended

31 March 2023

(USD ‘000)

Year ended

31 March 2022

(USD ‘000)

Other comprehensive income

Items that will not be reclassified subsequently to profit or loss

Remeasurement of defined benefit liability 26 (116) (65)

Income tax relating to items that will not be reclassified subsequently to

profit or loss 16, 26 23 16

(93) (49)

Items that may be reclassified subsequently to profit or loss

Foreign currency translation differences (4,634) (15,460)

Cash flow hedges – effective portion of changes in fair value 142 253

Cash flow hedges – realized amounts transferred to income statement (113) (170)

Equity accounted investees – share of OCI 88 (667)

Losses on a hedge of a net investment – (793)

(4,517) (16,837)

Other comprehensive (loss)/income for the year, net of income tax (4,610) (16,886)

Total comprehensive loss for the year (15,159) (61,426)

Total comprehensive loss attributable to:

Owners of the Company (28,336) (49,735)

Non-controlling interests 13,177 (11,691)

(15,159) (61,426)

Basic and diluted earnings/(loss) per share (cents per share) 28 (39.8) (57.3)

The notes on pages 135 to 222 are an integral part of these financial statements.

131Global Ports Holding PLC Annual Report 2023

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Consolidated statement of financial position

As at 31 March 2023 and 31 March 2022

Note

As at 31 March

2023

(USD ‘000)

As at 31 March

2022

(USD ‘000)

Non-current assets

Property and equipment 12 116,180 121,411

Intangible assets 13 509,023 410,971

Right of use assets 30 77,408 83,461

Investment property 31 1,944 2,038

Goodwill 14 13,483 13,483

Equity-accounted investments 15 17, 82 8 14,073

Due from related parties 33 9,553 8,846

Deferred tax assets 16 3,902 6,604

Other non-current assets 18 2,791 2,375

752,112 663,262

Current assets

Trade and other receivables 17 23,650 21,148

Due from related parties 33 335 1,061

Other investments 65 55

Other current assets 18 4,650 25,406

Inventories 19 964 938

Prepaid taxes 623 314

Cash and cash equivalents 20 118,201 99,687

148,488 148,609

Total assets 900,600 811,871

Current liabilities

Loans and borrowings 23 66,488 60,734

Other financial liabilities 34 1,639 754

Trade and other payables 24 42,115 37,888

Due to related parties 33 4,907 486

Current tax liabilities 16 809 377

Provisions 27 13,740 9,483

129,698 109,722

Non-current liabilities

Loans and borrowings 23 605,954 537,854

Other financial liabilities 34 53,793 50,316

Trade and other payables 24 1,223 1,640

Due to related parties 33 24,923 3,000

Deferred tax liabilities 16 40,148 44,498

Provisions 27 9,161 13,997

Employee benefits 26 448 346

Derivative financial liabilities 34 (45) 101

735,605 651,752

Total liabilities 865,303 761,474

Net assets 35,297 50,397

Equity

Share capital 21 811 811

Legal reserves 21 6,014 6,014

Share based payment reserves 25 426 367

Hedging reserves 21 (43, 211) (43,328)

Translation reserves 21 43,100 46,462

Retained earnings (73,283) (48,192)

Equity attributable to equity holders of the Company (66,143) (37,866)

Non-controlling interests 22 101,440 88,263

Total equity 35,297 50,397

These financial statements were approved by the board of directors on 7 July 2023 and were signed on its behalf by:

Ercan Nuri Ergül

Board Member

Company registered number: 10629250

The notes on pages 135 to 222 are an integral part of these financial statements.

132 Global Ports Holding PLC Annual Report 2023

Consolidated statement of changes in equity

For year ended 31 March 2023

(USD ‘000) Notes

capital

Legal

reserves

based

payment

reserves

Hedging

reserves

Translation

reserves

Retained

earnings Total

Non-

controlling

interests

Total

equity

Balance at

31 March 2022 811 6,014 367 (43,328) 46,462 (48,192) (37,866) 88,263 50,397

(Loss)/income for

the period – – – – – (24,998) (24,998) 14,449 (10,549)

Other comprehensive

(loss)/income for

the period – – – 117 (3,362) (93) (3,338) (1,272) (4,610)

Total comprehensive

(loss)/income for

the period – – – 117 (3,362) (25,091) (28,336) 13,177 (15,159)

Transactions with

owners of the

Company

Contribution and

distributions

Equity settled share-

based payment

expenses 25 – – 59 – – – 59 – 59

Total contributions

and distributions – – 59 – – – 59 – 59

Total transactions

with owners of

the Company – – 59 – – – 59 – 59

Balance at

31 March 2023 811 6,014 426 (43,211) 43,100 (73,283) (66,143) 101,440 35,297

The notes on pages 135 to 222 are an integral part of these financial statements.

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Consolidated statement of changes in equity (continued)

For the year ended 31 March 2022

(USD ‘000) Notes

capital

Legal

reserves

based

payment

reserves

Hedging

reserves

Translation

reserves

Retained

earnings Total

Non-

controlling

interests

Total

equity

Balance at

31 March 2021 811 6,014 239 (41 ,951) 58,779 (12,151) 11,741 74,822 86,563

(Loss)/income for

the period – – – – – (35,992) (35,992) (8,548) (44,540)

Other comprehensive

(loss)/income for

the period – – – (1,377) (12,317) (49) (13,743) (3,143) (16,886)

Total comprehensive

(loss)/income for

the period – – – (1,377) (12,317) (36,041) (49,735) (11,691) (61,426)

Transactions with

owners of the

Company

Contribution and

distributions

Equity settled share-

based payment

expenses 25 – – 128 – – – 128 – 128

Total contributions

and distributions – – 128 – – – 128 – 128

Changes in ownership

interest

Equity injection – – – – – – – 25,132 25,132

Total changes in

ownership interest – – – – – – – 25,132 25,132

Total transactions

with owners of

the Company – – 128 – – – 128 25,132 25,260

Balance at

31 March 2022 811 6,014 367 (43,328) 46,462 (48,192) (37, 866) 88,263 50,397

The notes on pages 135 to 222 are an integral part of these financial statements.

134 Global Ports Holding PLC Annual Report 2023

Consolidated cash flow statement

For years ended 31 March 2023 and 31 March 2022

Note

Year ended

31 March 2023

(USD ‘000)

Year ended

31 March 2022

(USD ‘000)

Cash flows from operating activities

Loss for the year (10,549) (44,540)

Adjustments for:

Depreciation of Property and Equipment, Right of Use assets, and

amortization expense 12, 13, 30, 31 27,277 28,467

Gain on disposal of Property and Equipment 13 (7) –

Impairment losses on investments 14 659 –

Share of (profit)/loss of equity-accounted investees, net of tax 15 (4,274) 2,425

Finance costs (excluding foreign exchange differences) 44,348 29,301

Finance income (excluding foreign exchange differences) (2,293) (4,461)

Foreign exchange differences on finance costs and income, net (13) (13,014)

Income tax expense 16 1,008 605

Employment termination indemnity reserve 26 103 48

Equity settled share-based payment expenses 59 128

Use of/(Charges to) provision 27 2,095 (3,174)

Operating cash flow before changes in operating assets and liabilities 58,413 (4,215)

Changes in:

– trade and other receivables (2,502) 6,708

– other current assets (1,921) 533

– related party receivables 546 (1,005)

– other non–current assets (416) 257

– trade and other payables 4,748 (9,656)

– related party payables 2,826 (1,330)

– provisions (310) (686)

Cash generated by/(used in) operations before benefit and tax payments 61,384 (9,400)

Post-employment benefits paid 26 (77) (6)

Income taxes paid 16 (1,430) (173)

Net cash generated from/(used in) operating activities 59,877 (9,573)

Investing activities

Acquisition of property and equipment 12 (4,328) (5,434)

Acquisition of intangible assets 13 (73,236) (89,199)

Proceeds from sale of property and equipment 87 30

Bank interest received 1,757 190

Dividends from equity accounted investees – 1,765

Advances given for fixed assets (1,001) (13,679)

Net cash used in investing activities (76,721) (106,327)

Financing activities

Equity injection by minorities to subsidiaries – 23,438

Change in due to related parties 21,923 3,000

Dividends paid to NCIs (1,123) –

Interest paid (33,085) (36,424)

Proceeds from loans and borrowings 77,147 333,581

Repayment of borrowings (19,915) (274, 511)

Payment of lease liabilities (3,085) (2,612)

Net cash from financing activities 41,862 46,472

Net increase/(decrease) in cash and cash equivalents 25,018 (69,428)

Effect of foreign exchange rate changes on cash and cash equivalents (6,504) (1,484)

Cash and cash equivalents at beginning of year 20 99,687 170,599

Cash and cash equivalents at end of year 20 118,201 99,687

The notes on pages 135 to 222 are an integral part of these financial statements.

135Global Ports Holding PLC Annual Report 2023

Financial statements Shareholder informationGovernance reportStrategic report

Notes to the consolidated financial statements

1 General information

Global Ports Holding PLC is a public company listed on the standard segment of London Stock Exchange

incorporated in the United Kingdom and registered in England and Wales under the Companies Act 2006. The

address of the registered office is 35 Albemarle Street 3rd Floor, London W1S 4JD, United Kingdom. The majority

shareholder of the Company is Global Yatırım Holding.

These consolidated financial statements of Global Ports Holding PLC (the “Company”, and together with its

subsidiaries, the “Group”) for the year ended 31 March 2023 were authorised for issue in accordance with a

resolution of the directors on 7 July 2023.

The nature of the operations and the locations of the subsidiaries of the Company are listed below:

Subsidiaries Locations Operations

Global Ports Destination Services (“GPDS”) London – UK Service operations

GPH Cruise Port Finance Ltd. (“GPH CPF”) London – UK Finance raising SPV

Port Finance Investment Ltd. (PFI Ltd) London – UK Finance raising SPV

Global Ports Americas Holding Ltd. (“GP Americas Holding”) London – UK Port investments

Global Liman İşletmeleri A.Ş. (“Global Liman”) İstanbul – Turkey Port investments

Ege Liman İşletmeleri A.Ş. (“Ege Liman”) Aydın – Turkey Port operations

Bodrum Liman İşletmeleri A.Ş. (“Bodrum Liman”) Muğla – Turkey Port operations

Port of Adria – Bar A.d. (“Port of Adria”) Montenegro Port operations

Barcelona Port Investments, S.L (“BPI”) Spain Port investments

Creuers del Port de Barcelona, S.A. (“Creuers”) Spain Port operations

Cruceros Malaga, S.A. (“Malaga Port”) Spain Port operations

Global Ports Tarragona S.L. (“GP Tarragona”) Spain Port operations

Global Ports Alicante S.L. (“GP Alicante”) Spain Port operations

Global Ports Canary Islands S.L. (“GP Canary”) Spain Port operations

Global Ports Europe B.V (“Global BV”) Netherlands Port investments

Global Ports Melita Ltd. (“GP Melita”) Malta Port investments

Global Ports Malta Finance PLC (GP Malta) Malta Finance raising SPV

Valletta Cruise Port PLC (“VCP”) Valletta – Malta Port operations

Travel Shopping Ltd (“TSL”) Valletta – Malta Service operations

Port Operation Holding Srl (“POH”) Italy Port investments

Port Operations Services (Cyprus) Ltd. (“POS”) Cyprus Port investments

Ravenna Terminal Passegeri Srl (“Ravenna”) Italy Port operations

Catania Cruise Terminal Srl (“Catania”) Italy Port operations

Cagliari Cruise Port Srl (“Cagliari”) Italy Port operations

Taranto Cruise Port Srl (“TCP”) Italy Port operations

Crotone Cruise Port S.L. Italy Port operations

GPH (Kalundborg) ApS (“GPH Kal”) Denmark Port operations

Global Ports Netherlands B.V. (“GP Netherlands”) Netherlands Port investments

Zadar International Port Operations d.o.o. (“ZIPO”) Croatia Port operations

GPH Americas Ltd (“GPH Americas”) Bahamas Port investments

GPH (Bahamas) Ltd (“GPH Bahamas”) Bahamas Port investments

GPH (Antigua) Ltd (“GPH Antigua”) Antigua & Barbuda Port operations

Prince Rupert Cruise Terminal Ltd. (“PRCP”) Canada Port operations

Nassau Cruise Port Limited (“NCP”) Bahamas Port operations

Global Ports Mediterranean S.L. (“GP Med”) Spain Service operations

Port Management Services S.L. (“Port Management”) Spain Service operations

Global Port Services Med S.L. (“GPS Med”) Spain Service operations

Shore Handling S.L.A. (“Shore”) Spain Service operations

Balearic Handling S.L.A. (“Balearic”) Spain Service operations

Global Depolama A.Ş. (“Global Depolama”) İstanbul – Turkey Storage

Ege Liman

Kuşadası Cruise Port was constructed in 1968 and was operated by the Turkish Maritime Organisation Inc. (Türkiye

Denizcilik Isletmeleri A.Ş.) (“TDI”) until its privatisation in 2003. On 2 July 2003, Ege Liman entered into a transfer

of operational rights agreement (“TOORA”) for Kuşadası Cruise Port for a period of 30 years with the Privatisation

Administration (Özelleştirme İdaresi Başkanlığı) (“OIB”) and TDI. The TOORA will end in 2033.

Global Liman acquired 72.50% of the shares of Ege Liman on 6 July 2005, with Royal Caribbean Cruises Ltd.

(“RCCL”) holding a 27.49% interest and the TDI owns one share. As of 15 May 2023, the TOORA agreement period

was extended to 49 years in total, to expire on 30 June 2052.

136 Global Ports Holding PLC Annual Report 2023

1 General information continued

Ege Liman continued

Ege Liman offers the following basic services to ships calling at the port: tugging, pilotage, sheltering, security, clean

water supply, disposal of solid waste, underwater diving inspection, fuel supply and liquid waste collection.

Bodrum Liman

Bodrum Cruise Port was tendered by the State Railways, Ports and Airports Construction Company (Demiryolları,

Limanlar ve Havayolları) (“DLH”) in September 2003 through a 12-year Build-Operate-Transfer (“BOT”) tender

agreement, which commenced in December 2007. The BOT agreement period was until 2019. The winning bidder

of the BOT concession was a consortium, which later established Bodrum Liman to carry out the operations of

Bodrum Cruise Port.

Global Liman acquired 60% of the shares of Bodrum Liman on 16 June 2008. As of 27 December 2018, the BOT

agreement period was extended 49 years to the end of 2067. As at 31 March 2023, shareholders of the remaining

30% and 10% of the shares of Bodrum Liman are Yüksel Çağlar and Setur Servis Turistik A.Ş., respectively.

Port of Adria

On 23 July 2013, Global Liman won the tender for the repair, financing, operation, maintenance and transfer of Port

of Adria and the right to acquire 62.09% of the shares in Port of Adria from the Montenegro Government through

AD Port of Adria-Bar, which has an operating concession for thirty years (terminating in 2043). Global Liman

finalised a share purchase agreement with the Montenegro Government on 15 November 2013 that was approved

by the tender commission, the Montenegro Privatisation and Capital Investments Authority and the Montenegro

Council of Ministers. The shares were transferred to the Group on 30 December 2013.

Port of Adria represents an important link in the chain of intermodal transport because of its integration with the

Belgrade-Bar railway and road traffic network, and benefits from a free zone regime.

BPI, Creuers and Cruceros

Barcelona Port Investments, S.L (“BPI”) was established as a joint venture between the Group and Royal Caribbean

Cruises Ltd. (“RCCL”) on 26 July 2013, where the Group held a 49% interest in BPI which was accounted for using

the equity method. BPI then acquired a 43% interest in Creuers on 30 December 2013. Creuers held 100% interest

in the port operation rights for the Barcelona cruise port, as well as 80% in the port operation rights for the Malaga

cruise port (“Malaga Port”) in 2014 and a 40% interest in the port operation rights for the Singapore cruise port.

On 30 September 2014, BPI acquired an additional 57% interest in Creuers which resulted in BPI obtaining control of

Creuers as of that date.

Subsequently on 30 September 2014, the Group increased its interest in BPI from 49% to 62% by acquiring a 13%

interest from RCCL. As a result, the Group became the controlling shareholder of Creuers. The port operation rights

of Creuers and Cruceros Malaga terminate in 2030 and 2038, respectively.

On 23 January 2020, the Group acquired the 20% minority shares of Malaga Port, consolidating its shares held in

Creuers to 100%.

Global Ports Europe BV, GP Melita and VCP

Global Ports Europe BV was established in the Netherlands for investments in European Ports. As of 15 November

2015, Global BV acquired 55.60% of VCP shares through Holding Companies of GP Malta and Perquisite. VCP was

set up to develop the Valletta Waterfront, situated on the Grand Harbour, Malta, for the purpose of the operation

and management of a cruise liner passenger terminal and an international ferry passenger terminal together with

complementary leisure facilities. VCP is also responsible for the handling of international cruise and ferry passengers

and was granted a license by the Malta Maritime Authority. The concession will end in 2067.

Port Operation Holding, POS, Catania and Cagliari

POH was established in Italy for investments made in Italian Ports. As of 31 December 2016, POH acquired 51% of

Ravenna shares, 62% of Catania shares and 71% of Cagliari shares, a significant portion being through the Holding

Company of POS. Ravenna, Cagliari, and Catania were set up to operate the cruise liner passenger terminal together

with complementary leisure facilities at their territories. The companies are responsible for the handling of international

cruise passengers. The port operation rights of Cagliari and Catania terminate in 2025 and 2026, respectively.

Notes to the consolidated financial statements continued

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Zadar International Port Operations “ZIPO”

ZIPO was established in Zadar (Croatia) for attending to tender for the concession of the Gazenica cruise port

operation rights. ZIPO has signed a 20-year (terminating in 2038) concession agreement (“the Agreement”), with

the Port Authority of Zadar for the operating rights of the Gazenica cruise port in Zadar, Croatia. Under the terms of

the Agreement, GPH will from Q4 2018, use its global expertise and operating model to manage all the cruise port

operations at Gazenica port over the life of the concession. The concession includes cruise ship passenger port and

terminal services, an international ferry terminal, Ro-Ro services, vehicles and passenger services. It also contains a

commercial area of 2,400sqm, with leasable retail and office space.

GPH Antigua

GPH Antigua was established in Antigua and Barbuda for signing the concession agreement of St John’s cruise

terminal port operation rights. GPH Antigua has signed a 30-year concession agreement (“the Agreement”), with

the Government of Antigua and Barbuda for the operating rights of the St John’s cruise terminal in Antigua. Under

the terms of the Agreement, GPH will from October 23, 2019, use its global expertise and operating model to

manage all the cruise port operations at St John’s cruise terminal over the life of the concession. The concession

includes cruise ship passenger port and terminal services, as well as an enhancement investment in the Terminal

area, to modernize the terminal and expand the berthing capacity. After completion of CAPEX, terminal will have

2,400sqm, with leasable retail spaces.

GPH Bahamas, Nassau Cruise Port Limited (“NCP”)

NCP was established in Nassau (Bahamas) for signing of Port Operation and Lease Agreement (“POLA”) with

respect to the Nassau Cruise Port at Prince George Wharf. GPH Bahamas, a wholly owned subsidiary of GPH plc,

owns a 49% equity interest in NCP, Bahamian Investment Fund “BIF” (a Company established for arrangement of

financing and retail participation of the project) holds 49% shares, and YES foundation (a charitable fund dedicated

to empowering generations of Bahamians by supporting local youth, education, and sports-related programs) holds

the remaining 2% shares of NCP. NCP has signed the POLA with a term of 25 years from the end of construction

completion, with the Government of Bahamas (“GoB”) for the operating rights of the Prince George Wharf in

Nassau, Bahamas, starting from November 11, 2019. Under the terms of the Agreement, NCP has an obligation to

perform capital investments which include a Cruise Terminal with an iconic design respecting and reflecting the

richness and uniqueness of the traditional Bahamian culture. The concession includes cruise ship passenger port

and terminal services. It will also contain a commercial area, after completion of CAPEX, with leasable retail and

office space.

GP Med, Shore Handling and Balearic Handling

The Group acquired 51% (controlling share) of Balearic Handling and Shore Handling on March 2020 in Spain, which

have licenses in Spain to provide passenger related port services (luggage handling, loading/unloading of cargo,

etc.). The acquisitions of Balearic Handling and Shore Handling was a part of the Group’s plans to integrate its

services vertically and increase ancillary service opportunities of the Group.

Taranto Cruise Port Srl

Taranto Cruise Port Srl (“TCP”) was established in Italy for signing the concession agreement of Port of Taranto

operation rights. TCP has signed a 20-year concession agreement (“the Agreement”), with the Autorità di Sistema

Portuale del Mar Ionio for the operating rights of Taranto cruise terminal in Italy. Under the terms of the Agreement,

The company is responsible for the handling of international cruise passengers.

GPH (Kalundborg) ApS

GPH (Kalundborg) ApS (“GPH Kal”) was established in Denmark for signing the concession agreement of

Kalundborg Port operation rights. GPH Kal has signed a 20-year lease agreement with the Port of Authority of

Kalundborg on 15 October 2021 to manage the cruise services in Kalundborg Port, Denmark. Cruise operations were

taken over by GPH starting 15 February 2022. Under the terms of the Agreement, GPH will use its global expertise

and operating model to manage all the cruise port operations at Kalundborg terminal over the life of the concession.

Global Ports Tarragona S.L.

Global Ports Tarragona S.L. (“GP Tarragona”) was established in Spain for signing the concession agreement

of Tarragona Cruise Port operation rights. GP Tarragona has signed 12-year concession, with a 6 year extension

option, to manage the services for cruise passengers in Tarragona, Spain. Cruise operations were taken over by

GPH starting 1 April 2022. Under the terms of the agreement, GPH will invest up to €5.5m into building a new cruise

terminal, which will utilise solar power to ensure the sustainable provision of the terminal’s energy needs.

138 Global Ports Holding PLC Annual Report 2023

1 General information continued

Global Ports Canary Islands S.L.

Global Ports Canary Islands S.L. (“GPCI”) was established as an 80:20 joint venture between GPH and Sepcan S.L.

in Spain for signing the concession agreement of Tarragona Cruise Port operation rights. GPCI has signed a 40-year

concession agreement to operate Las Palmas de Gran Canaria Cruise Port, Canary Islands, Spain. Additionally,

GPCI has signed 20-year concessions for the port of Arrecife (Lanzarote) and Puerto del Rosario (Fuerteventura).

Cruise operations were taken over by GPH starting 1 April 2022. Under the terms of the agreement, GPCI will invest

approximately €40 million into constructing a new cruise terminal in Las Palmas and modular terminal facilities in

Marmoles pier in Arrecife and Puerto del Rosario in Fuerteventura.

Prince Rupert Cruise Terminal Ltd.

Prince Rupert Cruise Terminal Ltd. (“PRCP”) was established in Canada for signing the concession agreement of

Prince Rupert Cruise Port operation rights. PRCP has signed a 10-year concession, with a 10-year extension option

with the Prince Rupert Port Authority on 14 November 2022 to manage the cruise services in Prince Rupert Cruise

Port in British Columbia, Canada. Cruise operations were taken over by GPH starting 14 April 2023. Under the terms

of the Agreement, GPH will use its global expertise and operating model to manage all the cruise port operations at

Prince Rupert Cruise Port over the life of the concession.

Global Ports Alicante S.L.

Global Ports Alicante S.L. (“Alicante”) was established as an 80:20 joint venture between GPH and Sepcan S.L. in

Spain for signing the concession agreement of Alicante Cruise Port operation rights. Alicante has signed 15-year

concession agreement to operate Alicante Cruise Port, Spain. Cruise operations were taken over by GPH starting

27 March 2023. Under the terms of the agreement, Alicante will invest up to €2 million into refurbishing and

modernising the cruise terminal.

2 Adoption of new and revised standards and application of new accounting policies

(i) Amendments to International Financial Reporting Standards (“IFRSs”) that are mandatorily effective for

the current year

In the year ended 31 March 2023, the Group applied all applicable amendments to IFRSs issued by the International

Accounting Standards Board (IASB) that are mandatorily effective for an accounting period that begins on or after

1 April 2022.

The following standards are effective from 1 April 2022. The adoption of the amendments has had no impact on the

Group’s consolidated financial position or performance of the Group as per management analysis performed.

• Business Combinations – Reference to the Conceptual Framework (Amendments to IFRS 3), effective

1 January 2022

• Property, Plant and Equipment (Amendments to IAS 16), effective 1 January 2022

• Provisions, Contingent Liabilities and Contingent Assets (Amendments to IAS 37), effective 1 January 2022

• Annual Improvements to IFRS Standards 2018-2020 Cycle, effective 1 January 2022

(ii) New and revised IFRSs in issue but not yet effective

The following amended standards and interpretations are in issue but not yet effective (and in some cases not yet

adopted by the UK):

• Amendments to IAS 1 – Presentation of Financial Statements and IFRS Practice Statement 2: Disclosure of

Accounting Policies, effective from 1 January 2023

• Amendments to IAS 8 – Accounting policies, Changes in Accounting Estimates and Errors: Definition of

Accounting Estimates, effective from 1 January 2023

• Amendments to IAS 12 – Income Taxes: Deferred Tax related to Assets and Liabilities arising from a Single

Transaction, effective from 1 January 2023

• Amendment to IAS 1 – Non current liabilities with covenants, effective from 1 January 2024

• Amendment to IFRS 16 – Leases on sale and leaseback, effective from 1 January 2024

The Group is currently evaluating the impact of adopting these new accounting standards. Management expect

that the adoption of the amendments will have no material impact on the Group’s consolidated financial position or

performance of the Group.

Notes to the consolidated financial statements continued

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3 Significant accounting policies

The accounting policies set out below have been applied consistently to all periods presented in these consolidated

financial statements and have been applied consistently by the Group entities.

(a) Basis of preparation

Group financial statements have been prepared in accordance with UK-adopted international accounting standards

and with the requirements of the Companies Act 2006. The Parent Company financial statements are prepared in

accordance with UK accounting standards, including FRS 102, the Financial Reporting Standard applicable in the UK

and Republic of Ireland.

(b) Basis of measurement

The consolidated financial statements have been prepared on the historical cost basis, except for financial

instruments that are measured at fair value at the end of each reporting period, as explained in the accounting

policies below. Historical cost is generally based on the fair value of the consideration given in exchange for goods

and services.

The individual financial statements of each group company are presented in the currency of the primary economic

environment in which it operates (its functional currency).

For the purpose of the consolidated financial statements, United States Dollars (“USD”) is chosen as the

presentation currency by management to facilitate the investors’ ability to evaluate the Group’s performance and

financial position to similar companies. The consolidated financial statements are rounded to the nearest thousand

dollars, except when otherwise indicated.

USD is the most significant currency to the operations of the Company, and therefore USD has been determined as

its functional currency in line with IAS 21 “The Effects of Changes in Foreign Exchange Rates”.

Global Liman and its subsidiaries operating in Turkey maintain their books of account and prepare their statutory

financial statements in Turkish Lira (“TL”) in accordance with the Turkish Commercial Code, tax legislation and

Turkish Uniform Chart of Accounts. The subsidiaries operating in Montenegro, Spain, Italy, Netherlands and Malta

maintain their books of account and prepare their statutory financial statements in Euro in accordance with their

respective local laws.

TL is the most significant currency to the operations of Global Liman, and therefore TL has been determined as its

functional currency in line with IAS 21 “The Effects of Changes in Foreign Exchange Rates”.

USD is the most significant currency to the operations of Ege Liman, Bodrum Liman, GPH Antigua and Nassau

Cruise Port, therefore USD has been determined as functional currency of these companies in line with IAS 21

“The Effects of Changes in Foreign Exchange Rates”.

The Euro is significantly used in the operations of the Port of Adria, VCP, BPI, Creuers, Malaga Port, Ravenna,

Cagliari, Catania, Crotone, Tarragona, Canary Islands, Alicante, Shore, Balearic, Taranto and Kalundborg. Therefore,

the Euro has been determined as the functional currency of these companies in line with IAS 21 – “The Effects of

Changes in Foreign Exchange Rates”.

(d) Critical accounting judgements and key sources of estimation uncertainty

In the application of the Group’s accounting policies, the directors are required to make judgements, estimates and

assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources.

The estimates and associated assumptions are based on historical experience and other factors that are considered

to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are

recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of

the revision and future periods if the revision affects both current and future periods.

140 Global Ports Holding PLC Annual Report 2023

3 Significant accounting policies continued

(d) Critical accounting judgements and key sources of estimation uncertainty continued

Critical judgements in applying the Group’s accounting policies

The following are the critical judgements, apart from those involving estimations (which are dealt with separately

below), that the directors have made in the process of applying the Group’s accounting policies and that have the

most significant effect on the amounts recognised in the consolidated financial statements:

Intangible assets – Scope of IFRIC 12 ‘Service Concession Arrangements’ (note 13)

The Group’s intangible assets recognised primarily consist of the port operation rights.

Judgement is applied by management to determine whether IFRIC 12 ‘Service Concession Arrangements’ applies to

port operating rights arising from a service concession arrangement. For an arrangement to be within the scope of

this interpretation it typically involves a private sector entity (an operator) constructing the infrastructure used to

provide the public service or upgrading it and operating and maintaining that infrastructure for a specified period

of time. The operator is paid for its services over the period of the arrangement. The arrangement is governed by a

contract that sets out performance standards and mechanisms for adjusting prices.

Judgement is applied on whether an arrangement meets the public-to-private arrangement definition. IFRIC 12

states that a feature of public to private arrangement is the “public service nature of the obligation undertaken by

the operator”.

Although IFRIC 12 does not define “public-to-private service concession arrangement”, it describes the typical

features of such arrangements which include an infrastructure used to deliver public services, a contractual

arrangement between a grantor and an operator which specifies the services the operator is to provide using the

infrastructure and governs the basis on which the operator will be remunerated, supply of services by the operator

which the construction or upgrade of the infrastructure and the operation and maintenance of that infrastructure.

Management has assessed that the Group’s concession arrangements meet the definition of the “public service

nature of the obligation undertaken by the operator”.

Following the above judgement, IFRIC 12 specifies three scope criteria to be met in order for an arrangement to be

accounted for under IFRIC 12. These are where the grantor (government or port authorities) controls or regulates

what services the Group can provide within the infrastructure, to whom it must provide them to and at what

price, and also controls any significant residual interest in the infrastructure at the end of the service concession

arrangement. Judgment is often required to determine whether these criteria are being satisfied. Significant

judgement is required to assess whether the control of price is held by the grantor or the operator (“Company”) and

in particular whether a capping mechanism is substantial and whether price control is exercised on all or some of

the services being provided. If a concession is deemed to fall within the scope of IFRIC 12 then any payments made

to acquire or operate the concession are capitalised as an intangible asset in accordance with IAS 38 and amortised

over the concession period.

The carrying value of port concession intangible assets at 31 March 2023 is USD 508,001 thousand (2022: USD

409,589 thousand). Concession arrangements at Nassau, Creuers, Cruceros, Tarragona, Canary Islands, Alicante

and Catania were assessed as being within the scope of IFRIC 12. The concession agreements at the Turkish Ports,

Port of Adria, Zadar, Valletta, Cagliari, and Antigua have been assessed not to fall within the scope of IFRIC 12 as the

Group controls pricing and have been recognised as Right of use assets in accordance with IFRS 16 at an amount of

USD 77,408 thousand as at 31 March 2023 (2022: USD 83,461 thousand).

Control of an entity – IFRS 10 ‘Consolidated Financial Statements’

Management assessed whether or not the Group has control over NCP based on whether the Group has the

practical ability to direct the relevant activities of NCP unilaterally. In making their judgement, management

considered the Group’s absolute size of holding in NCP, the relative size of and dispersion of the shareholdings

owned by the other shareholders, the Group’s ability to assign board members to NCP, voting rights and how

decisions about relevant activities are being made.

After assessment, the directors concluded that the Group has a sufficiently dominant voting interest to direct the

relevant activities of NCP due to the power to appoint the majority of NCP’s directors, by having the casting vote

and by having the responsibility to direct, supervise and manage the day-to-day operation of the port. Therefore,

Notes to the consolidated financial statements continued

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the Group has control over NCP. If the directors had concluded that the 49 per cent ownership interest was

insufficient to give the Group control, NCP would instead have been classified as an associate and the Group would

have accounted for it using the equity method of accounting.

Critical estimates

Impairment review of cash generating units (CGUs) (note 13)

IFRS requires management to perform impairment tests annually for goodwill and, for Assets with a finite life,

if events or changes in circumstances indicate that their carrying amounts may not be recoverable.

Impairment testing requires management to judge whether the carrying value of Assets and the associated

goodwill of Ege Port and the carrying value of assets of CGUs can be supported by the net present value of future

cash flows that they generate. Calculating the net present value of the future cash flows requires estimates to be

made in respect of highly uncertain matters including management’s expectations of:

• Operational growth expectations including the forecast number of calls, passengers and (for the one remaining

commercial port) container volumes; and

• appropriate discount rates to reflect the risks involved.

Management prepares formal forecasts for all its CGUs for the remaining concession period, which are used to

estimate their value in use.

Changing the assumptions selected by management, in particular the discount rate and growth rate assumptions

used in the cash flow projections, could significantly affect the Group’s impairment evaluation and hence reported

assets and profits or losses. For further analysis refer to Note 16 “Intangible Assets” and Note 17 “Goodwill”.

Deferred tax (note 16)

The Group is subject to income taxes in several jurisdictions. Significant judgement is required in determining

the worldwide provision for income taxes. There are transactions and calculations for which the ultimate tax

determination is uncertain during the ordinary course of business. The Group recognises liabilities for anticipated

tax audit issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these

matters is different from the amounts that were initially recorded, such differences will impact the income tax and

deferred tax provisions in the period in which such determination is made.

Measurement of revenue from construction in service concession arrangements (note 6)

The Group has signed a Port Operating Licence Agreement with Nassau Cruise Port Authority, concession

agreements with Port Authority of Las Palmas for four cruise terminals in Las Palmas, and a concession agreement

with Tarragona Port Authority. These agreements include liabilities of the concessionaire to expand the marine

infrastructure, construct new terminals and upland works. These liabilities is expected to be a total of up to USD

343 million (USD 290 million for Nassau, EUR 5.5 million for Tarragona, and EUR 42 million for Las Palmas). For

construction revenue in service concession arrangements per IFRIC 12, the Group applies revenue recognition

rules of IFRS 15 based on progress towards completion. The margin on construction revenue is determined as

2% on the basis of a large number of estimates covering construction consultancy during the tender process and

detailed analysis on the cost of terminal building construction, and benchmarking with the construction companies

performing infrastructure operations throughout the world. 1% appreciation/depreciation of the construction

margin would result in decrease/increase in the Group’s profit before tax and other comprehensive income by

approximately USD 945 for the year ended 31 March 2023 (31 March 2022: USD 905 thousand).

(e) Basis of consolidation

The consolidated financial statements includes the accounts of the Company, entities controlled by the Company

(its subsidiaries) and joint arrangements on the basis set out in sections below.

(i) Subsidiaries

As at 31 March 2023 and 2022, the consolidated financial statements includes the financial results of the Company

and its controlled subsidiaries.

Subsidiaries are entities controlled by the Group. The Group ‘controls’ an entity when it has the power to direct

the relevant activities, is exposed to, or has rights to, variable returns from its involvement with the entity and has

the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are

included in the consolidated financial statements from the date on which control commences until the date on

which control ceases.

142 Global Ports Holding PLC Annual Report 2023

3 Significant accounting policies continued

(e) Basis of consolidation continued

When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies

in line with those used by the Group. The consolidated financial statements are prepared using uniform accounting

policies for similar transactions and events and is prepared with the same chart of accounts as the Company.

As at 31 March 2023 and 31 March 2022, the subsidiaries in which the Group owned a majority shareholding and/or

effectively controlled their operations are as shown below:

Effective ownership (%) Voting power held (%)

2023 2022 2023 2022

Ege Liman 72.50 72.50 72.50 72.50

Bodrum Liman 60.00 60.00 60.00 60.00

Port of Adria 63.79 63.79 63.79 63.79

BPI 62.00 62.00 62.00 62.00

Creuers 62.00 62.00 62.00 62.00

Malaga Port 62.00 62.00 100.00 100.00

Global Depolama 100.00 100.00 100.00 100.00

Global BV 100.00 100.00 100.00 100.00

VCP 55.60 55.60 55.60 55.60

TSL 50.04 50.04 50.04 50.04

Ravenna 100.00 100.00 100.00 100.00

Cagliari 70.89 70.89 70.89 70.89

Catania 63.17 63.17 63.17 63.17

Taranto 100.00 100.00 100.00 100.00

Kalundborg 100.00 100.00 100.00 100.00

ZIPO 100.00 100.00 100.00 100.00

GPH Antigua 100.00 100.00 100.00 100.00

NCP* 49.00 49.00 50.00 50.00

Shore Handling 51.00 51.00 51.00 51.00

Balearic Handling 51.00 51.00 51.00 51.00

GP Canary Islands 80.0 – 80.0 –

GP Alicante 80.0 – 80.0 –

GP Tarragona 100.00 – 100.00 –

GPS Med 100.00 100.00 100.00 100.00

* As per the Shareholders agreement signed, GPH (Bahamas) Ltd (wholly owned subsidiary of GPH) has the right to assign 5 out of 7 Board members,

and the Board shall decide by simple majority vote, which allows GPH to control the Company. Also, the Company had a casting vote on General

Assembly of NCP.

(ii) Interests in equity-accounted investees

The Group’s interests in equity-accounted investees comprise interests in associates and joint ventures. Associates

are those entities in which the Group has significant influence, but not control or joint control, over the financial

and operating policies. A joint venture is a business arrangement in which two or more parties agree to pool their

resources for the purpose of accomplishing a specific operation.

Interests in the equity-accounted investees are accounted for using the equity method. They are recognized initially

at cost, which includes transaction costs. Subsequent to initial recognition, the consolidated financial statements

includes the Group’s share of profit or loss and other comprehensive income of equity-accounted investees, until

the date on which significant influence or joint control ceases.

On acquisition of the investment in equity-accounted investees, any excess of the cost of the investment over the

Group’s share of the net fair value of the identifiable assets and liabilities of the investee is recognized as goodwill,

which is included within the carrying amount of the investment. Any ‘negative goodwill’ is excluded from the

carrying amount of the investment and is instead included as income in the investor’s share of profit or loss in

the associate in the period of acquisition.

Notes to the consolidated financial statements continued

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The table below demonstrates the rates of the effective ownership and the voting power held in terms of

percentages (%) as of 31 March 2023 and 31 March 2022 for the equity-accounted investees:

Effective ownership rates Voting power held

31 March 2023

(%)

31 March 2022

(%)

31 March 2023

(%)

31 March 2022

(%)

Lisbon Cruise Terminals 46.2 46.2 50.0 50.0

Singapore Port 24.8 24.8 40.0 40.0

Venezia Investimenti 25.0 25.0 25.0 25.0

Goulette Cruise Holding Limited 50.0 50.0 50.0 50.0

Pelican Peak* 10.7 10.7 10.7 10.7

* The Group has the right to appoint a director to the board of directors of the company and actively participates in the investee’s policy-making

processes. The Group also has the right of veto over dividend policy of Pelican Peak. As a result, the Group has concluded that it has significant

influence over Pelican Peak and has accordingly accounted for its investment in Pelican peak as an equity-accounted investee although the shares

owned in this company is less than 20%.

(iii) Non-controlling interests

The Group treats transactions with non-controlling interests as transactions with equity owners of the Group. For

purchases from non-controlling interests, the difference between any consideration paid and the relevant share

acquired of the carrying value of net assets of the subsidiary is deducted from equity. Gains or losses on disposals

to non-controlling interests are also recorded in equity. For disposals to non-controlling interests, differences

between any proceeds received and the relevant share of non-controlling interests are also recorded in equity.

(iv) Transactions eliminated on consolidation

Subsidiaries are consolidated by using the full consolidation method. Therefore, the carrying value of subsidiaries

is eliminated against the related equity. The equity and net income attributable to non-controlling interests are

shown separately in the consolidated balance sheet and income statement and other comprehensive income. Intra-

group balances, and any unrealised income and expenses arising from intra-group transactions, are eliminated in

preparing the consolidated financial statements.

(v) Business combinations

The acquisition of subsidiaries and businesses from third parties are accounted for using the acquisition method.

The cost of the acquisition is measured at the aggregate of the fair values, at the date of exchange, of assets given,

liabilities incurred or assumed, and equity instruments issued by the Group. Any costs directly attributable to the

business combination are recognised in profit or loss as incurred. The acquiree’s identifiable assets, liabilities and

contingent liabilities that meet the conditions for recognition under IFRS 3 Business Combinations are recognised at

their fair values at the acquisition date.

The excess of the consideration transferred over the fair value of the identifiable assets, liabilities and contingent

liabilities acquired is accounted for as goodwill. Goodwill arising from business combinations is not amortised but

tested for impairment annually or more frequently if there is any evidence that the goodwill may be impaired.

If the initial accounting for a business combination is incomplete by the end of the reporting period in which the

combination occurs, the Group reports provisional amounts for the items for which the accounting is incomplete.

Those provisional amounts are adjusted during the measurement period, or additional assets or liabilities are

recognised, to reflect new information obtained about facts and circumstances that existed at the acquisition date

that, if known, would have affected the amounts recognised at that date.

If the share of the fair value of the identifiable assets, liabilities and contingent liabilities of the acquiree exceed the

cost of a business combination, the excess is recognised immediately in profit or loss as a gain on bargain purchase.

Non-controlling interests that are present ownership interests and entitle their holders to a proportionate share

of the entity’s net assets in the event of liquidation may be initially measured either at fair value or at the non-

controlling interests’ proportionate share of the recognised amounts of the acquiree’s identifiable net assets.

When a business combination is achieved in stages, the Group’s previously held equity interest in the acquiree is

remeasured to fair value at the acquisition date (i.e. the date when the Group obtains control) and the resulting gain

or loss, if any, is recognised in profit or loss. Amounts arising from interests in the acquiree prior to the acquisition

date that have previously been recognised in other comprehensive income are reclassified to profit or loss where

such treatment would be appropriate if that interest were disposed of.

144 Global Ports Holding PLC Annual Report 2023

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(f) Going concern

The Group operates or has invested in 27 ports in 14 different countries and is focusing on increasing its number

of cruise ports in different geographical locations to support its operations and diversify economic and political

risks. As a consequence, the Group management believes that the Group is well placed to manage its business risks

successfully despite the current uncertain economic outlook.

The principal events and conditions identified by the Group that have the most significant impact on the going

concern of the Group are:

(a) the passenger levels that will be observed during the Going Concern assessment period of not less than 12

months from the date of approval of these Report and Accounts and the associated effect on Group revenues

and cash position; and

(b) maintaining liquidity based on current facilities along with covenant compliance on those facilities.

As of the date of this report, Cruise operations have essentially reached normal activity levels pre-Covid 19,

following the closing of cruise operations in March 2020. Adhering to the initial forecast with a slow acceleration

after the restart of operations late in 2020 in Europe and in the second quarter of 2021 in the Caribbean, cruise

passenger numbers have increased gradually and as of Q4 financial year 2023 (January to March 2023), passenger

levels have reached the same level as during the comparative period in the calendar year 2019 (pre Covid).

Management is in close contact with its banking partners related to its current financial liabilities; covenant

compliance for Port of Adria has been waived and postponed until early 2024.

During the year, the Group entered into new long-term financings to fund committed CAPEX for recent European

acquisitions. Maturities of the new financing arrangements and current debts are mid-to long term. Considering

the regular business cycle, pre-Covid EBITDA levels and cash conversion ratio of the Group, the repayment of the

financing through operational cash flows is expected.

Group management believes that the Group is well placed to manage its financing and other business risks

satisfactorily and have a reasonable expectation that the Group will have adequate resources to continue in

operation for at least 12 months from the signing date of these consolidated interim financial statements.

They therefore consider it appropriate to adopt the going concern basis of accounting in preparing the

financial statements.

(g) Foreign currency

(i) Foreign currency transactions

Transactions in foreign currencies are translated into the respective functional currencies of the Group entities

by using exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign

currencies at the reporting date are retranslated to the functional currency at the exchange rate at the reporting

date. Non-monetary assets and liabilities denominated in foreign currencies carried at historical cost should

be retranslated using the exchange rate at the date of the transaction. Foreign currency differences arising on

retranslation are recognised in profit or loss.

The Group entities use USD, Euro or TL as their functional currencies since these currencies are used to a significant

extent in, or have a significant impact on, the operations of the related Group entities and reflect the economic

substance of the underlying events and circumstances relevant to these entities. All currencies other than the

currency selected for measuring items in the consolidated financial statements are treated as foreign currencies.

Accordingly, transactions and balances not already measured in the functional currency have been re-measured

to the related functional currencies in accordance with the relevant provisions of IAS 21 The Effect of Changes in

Foreign Exchange Rates. The Group uses USD as the presentation currency.

Assets and liabilities of those Group entities with a different functional currency than the presentation currency of

the Group are translated into the presentation currency of the Group at the rate of exchange ruling at the reporting

date. The income and expenses of the Group entities are translated into the presentation currency at the average

exchange rates for the period. Equity items, except for net income, are translated using their historical costs.

These foreign currency differences are recognised in “other comprehensive income” (“OCI”), within equity, under

“translation reserves”.

Notes to the consolidated financial statements continued

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As at 31 March 2023 and 31 March 2022 foreign currency exchange rates of the Central Bank of the Turkish Republic

were as follows:

31.03.2023 31.03.2022

TL/USD 0.0520 0.0683

Euro/USD 1.0865 1.1135

For the year ended 31 March 2023 and 31 March 2022, average foreign currency exchange rates of the Central Bank

of the Turkish Republic were as follows:

2023 2022

TL/USD 0.0561 0.0947

Euro/USD 1.0415 1.1542

(ii) Foreign operations

For the purpose of presenting consolidated financial statements, the assets and liabilities of the Group’s foreign

operations are translated into USD using exchange rates prevailing at the end of each reporting period. Income

and expense items are translated at the average exchange rates for the period, unless exchange rates fluctuated

significantly during that period, in which case the exchange rates at the dates of the transactions are used.

Exchange differences arising, if any, are recognised in OCI and accumulated in equity (attributed to non-controlling

interests as appropriate).

On the disposal of a foreign operation (i.e. a disposal of the Group’s entire interest in a foreign operation, or a

disposal involving loss of control over a subsidiary that includes a foreign operation, a disposal involving loss of joint

control over a jointly controlled entity that includes a foreign operation, or a disposal involving loss of significant

influence over an associate that includes a foreign operation), all of the exchange differences accumulated in equity

in respect of that operation attributable to the owners of the Company are reclassified to profit or loss.

In addition, in relation to a partial disposal of a subsidiary that does not result in the Group losing control over

the subsidiary, the proportionate share of accumulated exchange differences is re-attributed to non-controlling

interests and are not recognised in profit or loss. For all other partial disposals (i.e. partial disposals of associates

or jointly controlled entities that do not result in the Group losing significant influence or joint control), the

proportionate share of the accumulated exchange differences is reclassified to profit or loss.

Goodwill and fair value adjustments to identifiable assets acquired and liabilities assumed through acquisition of a

foreign operation are treated as assets and liabilities of the foreign operation and translated at the rate of exchange

prevailing at the end of each reporting period. Exchange differences arising are recognised in OCI.

If the settlement of a monetary item receivable from or payable to a foreign operation is neither planned nor likely

to occur in the future, then foreign currency differences arising from such items form part of the net investment in

the foreign operation. Accordingly, such differences are recognised in OCI and accumulated in translation reserves.

(h) Financial instruments

(i) Recognition and Initial measurement

Trade receivables and debt securities issued are initially recognised when they are originated. All other financial

assets and financial liabilities are initially recognised when the Group becomes a party to the contractual provisions

of the instrument.

A financial asset (unless it is a trade receivable without a significant financing component) or financial liability is

initially measured at fair value plus, for an item not at FVTPL, transaction costs that are directly attributable to

its acquisition or issue. A trade receivable without a significant financing component is initially measured at the

transaction price.

(ii) Classification and subsequent measurement

Financial assets

On initial recognition, a financial asset is classified as measured at: amortised cost; Fair Value through Other

Comprehensive Income (“FVOCI”) – debt investment; FVOCI – equity investment; or Fair Value Through Profit or

Loss (“FVTPL”).

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3 Significant accounting policies continued

(h) Financial instruments continued

(ii) Classification and subsequent measurement continued

Financial assets are not reclassified subsequent to their initial recognition unless the Group changes its business

model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the

first reporting period following the change in the business model.

Financial assets at amortized cost are financial assets with fixed or determinable payments that are not quoted in an

active market. Such assets are recognised initially at fair value plus any directly attributable transaction costs.

A financial asset is measured at amortised cost if it meets both of the following conditions and is not designated as

at FVTPL:

• it is held within a business model whose objective is to hold assets to collect contractual cash flows; and

• its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest

on the principal amount outstanding.

A debt investment is measured at FVOCI if it meets both of the following conditions and is not designated as

at FVTPL:

• it is held within a business model whose objective is achieved by both collecting contractual cash flows and

selling financial assets; and

• its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest

on the principal amount outstanding.

On initial recognition of an equity investment that is not held for trading, the Group may irrevocably

elect to present subsequent changes in the investment’s fair value in OCI. This election is made on an

investment-by-investment basis.

All financial assets not classified as measured at amortised cost or FVOCI as described above are measured at

FVTPL. On initial recognition, the Group may irrevocably designate a financial asset that otherwise meets the

requirements to be measured at amortised cost or at FVOCI as at FVTPL if doing so eliminates or significantly

reduces an accounting mismatch that would otherwise arise.

Financial assets – Business model assessment

The Group makes an assessment of the objective of the business model in which a financial asset is held at

a portfolio level because this best reflects the way the business is managed and information is provided to

management. The information considered includes:

• the stated policies and objectives for the portfolio and the operation of those policies in practice. These include

whether management’s strategy focuses on earning contractual interest income, maintaining a particular interest

rate profile, matching the duration of the financial assets to the duration of any related liabilities or expected cash

outflows or realising cash flows through the sale of the assets;

• how the performance of the portfolio is evaluated and reported to the Group’s management;

• the risks that affect the performance of the business model (and the financial assets held within that business

model) and how those risks are managed;

• how managers of the business are compensated – e.g. whether compensation is based on the fair value of the

assets managed or the contractual cash flows collected; and

• the frequency, volume and timing of sales of financial assets in prior periods, the reasons for such sales and

expectations about future sales activity.

Transfers of financial assets to third parties in transactions that do not qualify for derecognition are not considered

sales for this purpose, consistent with the Group’s continuing recognition of the assets.

Financial assets that are held for trading or are managed and whose performance is evaluated on a fair value basis

are measured at FVTPL.

Notes to the consolidated financial statements continued

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Financial assets – Assessment whether contractual cash flows are solely payments of principal and interest

For the purposes of this assessment, ‘principal’ is defined as the fair value of the financial asset on initial recognition.

‘Interest’ is defined as consideration for the time value of money and for the credit risk associated with the principal

amount outstanding during a particular period of time and for other basic lending risks and costs (e.g. liquidity risk

and administrative costs), as well as a profit margin.

In assessing whether the contractual cash flows are solely payments of principal and interest, the Group considers

the contractual terms of the instrument. This includes assessing whether the financial asset contains a contractual

term that could change the timing or amount of contractual cash flows such that it would not meet this condition.

In making this assessment, the Group considers:

• contingent events that would change the amount or timing of cash flows;

• terms that may adjust the contractual coupon rate, including variable-rate features;

• prepayment and extension features; and

• terms that limit the Group’s claim to cash flows from specified assets (e.g. non-recourse features).

A prepayment feature is consistent with the solely payments of principal and interest criterion if the prepayment

amount substantially represents unpaid amounts of principal and interest on the principal amount outstanding,

which may include reasonable compensation for early termination of the contract. Additionally, for a financial asset

acquired at a discount or premium to its contractual par amount, a feature that permits or requires prepayment at

an amount that substantially represents the contractual par amount plus accrued (but unpaid) contractual interest

(which may also include reasonable compensation for early termination) is treated as consistent with this criterion if

the fair value of the prepayment feature is insignificant at initial recognition.

Financial assets – Subsequent measurement and gains and losses

Financial assets at

FVTPL

These assets are subsequently measured at fair value. Net gains and losses, including any interest or

dividend income, are recognised in profit or loss.

Financial assets at

amortised cost

These assets are subsequently measured at amortised cost using the effective interest method. The

amortised cost is reduced by impairment losses. Interest income, foreign exchange gains and losses

and impairment are recognised in profit or loss. Any gain or loss on derecognition is recognised in

profit or loss.

Financial liabilities – Classification, subsequent measurement and gains and losses

Financial liabilities are classified as measured at amortised cost or FVTPL. A financial liability is classified as

at FVTPL if it is classified as held-for-trading, it is a derivative or it is designated as such on initial recognition.

Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense,

are recognised in profit or loss. Other financial liabilities are subsequently measured at amortised cost using the

effective interest method. Interest expense and foreign exchange gains and losses are recognised in profit or loss.

Any gain or loss on derecognition is also recognised in profit or loss.

(iii) Derecognition

Financial assets

The Group derecognises a financial asset when the contractual rights to the cash flows from the financial asset

expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of

the risks and rewards of ownership of the financial asset are transferred or in which the Group neither transfers nor

retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset.

The Group enters into transactions whereby it transfers assets recognised in its statement of financial position but

retains either all or substantially all of the risks and rewards of the transferred assets. In these cases, the transferred

assets are not derecognised.

Financial liabilities

The Group derecognises a financial liability when its contractual obligations are discharged or cancelled or expire.

The Group also derecognises a financial liability when its terms are modified and the cash flows of the modified

liability are substantially different, in which case a new financial liability based on the modified terms is recognised

at fair value.

On derecognition of a financial liability, the difference between the carrying amount extinguished and the

consideration paid (including any non-cash assets transferred or liabilities assumed) is recognised in profit or loss.

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3 Significant accounting policies continued

(h) Financial instruments continued

(iv) Offsetting

Financial assets and financial liabilities are offset and the net amount presented in the statement of financial position

when, and only when, the Group currently has a legally enforceable right to set off the amounts and it intends either

to settle them on a net basis or to realise the asset and settle the liability simultaneously.

(v) Derivative financial instruments and hedge accounting

The Group holds derivative financial instruments to hedge its interest rate risk exposure. Derivatives are recognised

initially at fair value at the date a derivative contract is entered into and are subsequently remeasured to their fair

value at each reporting date. Attributable transaction costs are recognised in profit or loss when incurred. The

resulting gain or loss is recognised in profit or loss immediately unless the derivative is designated and effective

as a hedging instrument, in which event the timing of the recognition in profit or loss depends on the nature of the

hedge relationship.

At the inception of the hedge relationship, the Group documents the relationship between the hedging instrument

and the hedged item, along with its risk management objectives and its strategy for undertaking various hedge

transactions. Furthermore, at the inception of the hedge and on an ongoing basis, the Group documents whether

the hedging instrument is effective in offsetting changes in fair value or cash flows of the hedged item attributable

to the hedged risk, which is when the hedging relationships meet all of the following hedge effectiveness

requirements:

• There is an economic relationship between the hedged item and the hedging instrument

• The effect of credit risk does not dominate the value changes that result from that economic relationship

• The hedge ratio of the hedging relationship is the same as that resulting from the quantity of the hedged item

that the Group actually hedges and the quantity of the hedging instrument that the Group actually uses to hedge

that quantity of hedged item

If a hedging relationship ceases to meet the hedge effectiveness requirement relating to the hedge ratio but the

risk management objective for that designated hedging relationship remains the same, the Group adjusts the

hedge ratio of the hedging relationship (i.e. rebalances the hedge) so that it meets the qualifying criteria again.

Cash flow hedges

The effective portion of changes in the fair value of derivatives and other qualifying hedging instruments that are

designated and qualify as cash flow hedges is recognised in other comprehensive income and accumulated under

the heading of cash flow hedging reserve, limited to the cumulative change in fair value of the hedged item from

inception of the hedge. The gain or loss relating to the ineffective portion is recognised immediately in profit or loss

and, is included in the ‘other gains and losses’ line item.

Amounts previously recognised in other comprehensive income and accumulated in equity are reclassified to profit

or loss in the periods when the hedged item affects profit or loss, in the same line as the recognised hedged item.

However, when the hedged forecast transaction results in the recognition of a non-financial asset or a non-financial

liability, the gains and losses previously recognised in other comprehensive income and accumulated in equity are

removed from equity and included in the initial measurement of the cost of the non-financial asset or non-financial

liability. This transfer does not affect other comprehensive income. Furthermore, if the Group expects that some

or all of the loss accumulated in the cash flow hedging reserve will not be recovered in the future, that amount is

immediately reclassified to profit or loss.

The Group discontinues hedge accounting only when the hedging relationship (or a part thereof) ceases to meet

the qualifying criteria (after rebalancing, if applicable). This includes instances when the hedging instrument expires

or is sold, terminated or exercised. The discontinuation is accounted for prospectively. Any gain or loss recognised

in other comprehensive income and accumulated in cash flow hedge reserve at that time remains in equity and

is reclassified to profit or loss when the forecast transaction occurs. When a forecast transaction is no longer

expected to occur, the gain or loss accumulated in the cash flow hedge reserve is reclassified immediately to

profit or loss.

Notes to the consolidated financial statements continued

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(i) Property and equipment

(i) Recognition and measurement

Items of property and equipment are measured at cost less accumulated depreciation and accumulated

impairment losses.

Cost includes expenditure that is directly attributable to the acquisition of the asset.

When parts of an item of property and equipment have different useful lives, they are accounted for as separate

items (major components) of property and equipment.

(ii) Subsequent costs

The cost of replacing part of an item of property and equipment is recognised in the carrying amount of the item if

it is probable that the future economic benefits embodied within the part will flow to the Group and its cost can be

measured reliably. The carrying amount of the replaced part is derecognised. The costs of the day-to-day servicing

of property and equipment are recognised in profit or loss as incurred.

(iii) Depreciation

Depreciation is recognised in profit or loss on a straight-line basis over the estimated useful lives of each part of an

item of property and equipment, since this most closely reflects the expected pattern of consumption of the future

economic benefits embodied in the asset. Leased assets are depreciated over the shorter of the lease term and their

useful lives unless it is reasonably certain that the Group will obtain ownership by the end of the lease term. Land is

not depreciated.

Leasehold improvements are amortised over the periods of the respective leases and remaining life of concession

agreements, also on a straight-line basis.

The estimated useful lives for the current and comparative periods are as follows:

Years

Leasehold improvements 4-50

Furniture and fixtures 4-20

Machinery and equipment 4-30

Motor vehicles 4-18

Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjusted

if appropriate.

(iv) De-recognition

An item of property and equipment is derecognised upon disposal or when no future economic benefits are

expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an

item of property and equipment is determined as the difference between the sales proceeds and the carrying

amount of the asset and is recognised in profit or loss.

(j) Intangible assets

(i) Recognition and measurement

Intangible assets comprise port operation rights, contract-based customer relationships and software. Intangible

assets are stated at cost, less accumulated amortisation and accumulated impairment losses.

(ii) Subsequent expenditures

Subsequent expenditures are capitalised only when they increase the future economic benefits embodied in the

specific asset to which they relate. All other expenditures are recognised in profit or loss as incurred.

Intangible assets recognised in a business combination

Intangible assets acquired in a business combination and recognised separately from goodwill are initially

recognised at their fair value at the acquisition date (which is regarded as their cost). The Group’s intangible

assets recognised in a business combination comprise the port operation rights and the customer relationships.

Subsequent to initial recognition, intangible assets acquired in a business combination are reported at cost less

accumulated amortisation and accumulated impairment losses, on the same basis as intangible assets that are

acquired separately.

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3 Significant accounting policies continued

(j) Intangible assets

(iii) Service concession arrangements

Port operation rights arising from a service concession arrangement are recognised in line with IFRIC 12 ‘Service

Concession Arrangements’ and under the intangible asset model when there is an arrangement whereby a

government or other public sector body contracts with a private operator to develop (or upgrade), operate and

maintain the grantor’s infrastructure assets, and the private operator charges users for a public service, and when

specific conditions are met. The conditions include where the grantor (government or port authorities) controls or

regulates what services the Group can provide within the infrastructure, to whom it must provide them to and at

what price. The grantor also has to control any significant residual interest in the infrastructure such as property,

plant and equipment, if the infrastructure is existing infrastructure of the grantor or the infrastructure is constructed

or purchased by the Group as part of the service concession arrangement.

The contractual obligations to pay concession fees that are not variable but contractually fixed in amount or in

substance fixed payments are recorded as financial liabilities. These liabilities are initially recognised at fair value

discounting future contractually fixed concession payments using a risk-adjusted discount rate. Port operation

rights received as consideration are recorded as intangible assets at the same amount. Variable concession fee and

similar payments are expensed.

The rights received as consideration for construction services are recognised at the cost of construction for

the period in which the construction costs are incurred. Revenue and expenses from construction services are

recognised under IFRIC 12.14 and in accordance with IFRS 15.

Subsequent to initial recognition, the intangible asset is measured at cost less any capitalised borrowing costs,

accumulated amortisation and accumulated impairment losses. These assets are amortised based on the lower of

their useful lives or concession period.

Provisions for maintenance are recognised if maintenance obligations of specified amounts arise from the

concession agreement. Costs for regular maintenance is recognised as an expense in the relevant year.

(iv) Amortisation

Amortisation is calculated over the cost of the asset, or other amount substituted for cost less its residual value.

Amortisation is recognised in cost of sales in profit or loss on a straight-line basis over the estimated finite useful

lives of intangible assets from the date they are available for use, since this most closely reflects the expected

pattern of consumption of future economic benefits embodied in the assets.

The estimated useful lives for the current and comparative periods are as follows:

Years

Port operation rights 4-48 (concession term)

Customer relationships 12

Software 5

(v) Derecognition

An intangible asset is derecognised on disposal, or when no future economic benefits are expected from use or

disposal. Gains or losses arising from derecognition of an intangible asset, measured as the difference between

the net disposal proceeds and the carrying amount of the asset, are recognised in profit or loss when the asset

is derecognised.

(k) Goodwill

Goodwill arising on an acquisition of a business is carried at cost as established at the date of acquisition of the

business less accumulated impairment losses, if any.

For the purposes of impairment testing, goodwill is allocated to each of the Group’s cash-generating units (or

groups of cash-generating units) that is expected to benefit from the synergies of the combination.

A cash-generating unit to which goodwill has been allocated is tested for impairment annually, or more frequently

when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating

unit is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any

Notes to the consolidated financial statements continued

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goodwill allocated to the unit and then to the other assets of the unit pro rata based on the carrying amount of

each asset in the unit. Any impairment loss for goodwill is recognised directly in profit or loss in the consolidated

income statement and other comprehensive income. An impairment loss recognised for goodwill is not reversed in

subsequent periods.

On disposal of the relevant cash-generating unit, the attributable amount of goodwill is included in the

determination of profit or loss on disposal.

(l) Investment property

Investment property is initially measured at cost and subsequently at cost less accumulated depreciation.

Any gain or loss on disposal of investment property (calculated as the difference between the net proceeds from

disposal and the carrying amount of the item) is recognised in profit or loss.

Amortisation is calculated over the cost of the investment property. Amortisation is recognised in profit or loss

on a straight-line basis over the estimated useful lives of investment property from the date they are available for

use, since this most closely reflects the expected pattern of consumption of future economic benefits embodied

in the assets.

Rental income from investment property is recognised as revenue on a straight-line basis over the term of the lease.

(m) Leases

At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains,

a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for

consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Group

uses the definition of a lease in IFRS 16.

This policy is applied to contracts entered into, on or after 1 January 2019.

(i) as a lessee

At commencement or on modification of a contract that contains a lease component, the Group allocates the

consideration in the contract to each lease component on the basis of its relative stand-alone prices.

The Group recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of-use

asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease

payments made at or before the commencement date, plus any initial direct costs incurred.

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to

the end of the lease term, unless the lease transfers ownership of the underlying asset to the Group by the end of

the lease term.

The lease liability is initially measured at the present value of the lease payments that are not paid at the

commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily

determined, the Group’s incremental borrowing rate. Generally, the Group uses related subsidiary’s incremental

borrowing rate as the discount rate for related concession arrangement.

The Group determines each subsidiary’s incremental borrowing rate as borrowing rate obtained to finance its

capital investment obligations in the port as specified in the concession agreement.

Lease payments included in the measurement of the lease liability comprise the following:

• fixed payments, including in-substance fixed payments;

• variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the

commencement date.

The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there

is a change in future lease payments arising from a change in an index or rate, if the Group changes its assessment

of whether it will exercise a purchase, extension or termination option or if there is a revised in-substance fixed

lease payment.

152 Global Ports Holding PLC Annual Report 2023

3 Significant accounting policies continued

(m) Leases continued

(i) as a lessee continued

When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount

of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been

reduced to zero.

The Group presents right-of-use assets as a separate non-current asset and lease liabilities in ‘loans and borrowings’

in the statement of financial position.

Short-term leases and leases of low-value assets

The Group has mostly entered into lease agreements with Port Authorities in long term contracts through

concession agreements. Accordingly, Group has elected not to recognise right-of-use assets and lease liabilities for

leases of low-value assets (total value below USD 20 thousand) and short-term leases, being 12 months or less. The

Group recognises the lease payments associated with these leases as an expense on a straight-line basis over the

lease term.

(ii) as a lessor

At inception or on modification of a contract that contains a lease component, the Group allocates the

consideration in the contract to each lease component on the basis of their relative stand-alone prices.

When the Group acts as a lessor, it determines at lease inception whether each lease is a finance lease or an

operating lease.

To classify each lease, the Group makes an overall assessment of whether the lease transfers substantially all of

the risks and rewards incidental to ownership of the underlying asset. If this is the case, then the lease is a finance

lease; if not, then it is an operating lease. As part of this assessment, the Group considers certain indicators such as

whether the lease is for the major part of the economic life of the asset.

When the Group is an intermediate lessor, it accounts for its interests in the head lease and the sub-lease separately.

It assesses the lease classification of a sub-lease with reference to the right-of-use asset arising from the head

lease, not with reference to the underlying asset. If a head lease is a short-term lease to which the Group applies the

exemption described above, then it classifies the sub-lease as an operating lease.

If an arrangement contains lease and non-lease components, then the Group applies IFRS 15 to allocate the

consideration in the contract.

The Group recognises lease payments received under operating leases as income on a straight-line basis over the

lease term as part of “other revenue” under IFRS 16 gain from concession fee waivers.

(n) Inventories

Inventories of the Group composed of spare and replacement parts, and consumables used for the tangible assets

in commercial ports, and inventories held for sale in duty free operations at Valletta Cruise Port. Costs of inventories

are determined on weighted average basis. Inventories are held at the lower of cost and net realizable value.

(o) Impairment

(i) Non derivative financial assets

Financial instruments and contract assets

The Group recognises loss allowances for Expected Credit Losses (“ECL”) on:

• financial assets measured at amortised cost;

• debt investments measured at FVOCI; and

• contract assets.

The Group measures loss allowances at an amount equal to lifetime ECLs, except for the following, which are

measured at 12-month ECLs:

• debt securities that are determined to have low credit risk at the reporting date; and

• other debt securities and bank balances for which credit risk (i.e. the risk of default occurring over the expected

life of the financial instrument) has not increased significantly since initial recognition.

Notes to the consolidated financial statements continued

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Loss allowances for trade receivables (including lease receivables) and contract assets are always measured at an

amount equal to lifetime ECLs.

When determining whether the credit risk of a financial asset has increased significantly since initial recognition and

when estimating ECLs, the Group considers reasonable and supportable information that is relevant and available

without undue cost or effort. This includes both quantitative and qualitative information and analysis, based on the

Group’s historical experience and informed credit assessment, that includes forward-looking information.

The Group assumes that the credit risk on a financial asset has increased significantly if it is more than 30 days past due.

The Group considers a financial asset to be in default when:

• the debtor is unlikely to pay its credit obligations to the Group in full, without recourse by the Group to actions

such as realising security (if any is held); or

• the financial asset is more than 90 days past due.

The Group considers a debt security to have low credit risk when its credit risk rating is equivalent to the globally

understood definition of ‘investment grade’.

Lifetime ECLs are the ECLs that result from all possible default events over the expected life of a

financial instrument.

12-month ECLs are the portion of ECLs that result from default events that are possible within the 12 months after

the reporting date (or a shorter period if the expected life of the instrument is less than 12 months). The maximum

period considered when estimating ECLs is the maximum contractual period over which the Group is exposed to

credit risk.

Measurement of ECLs

ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of all cash

shortfalls (i.e. the difference between the cash flows due to the entity in accordance with the contract and the cash

flows that the Group expects to receive).

ECLs are discounted at the effective interest rate of the financial asset.

Credit-impaired financial assets

At each reporting date, the Group assesses whether financial assets carried at amortised cost and debt securities

at FVOCI are credit-impaired. A financial asset is ‘credit-impaired’ when one or more events that have a detrimental

impact on the estimated future cash flows of the financial asset have occurred.

Evidence that a financial asset is credit-impaired includes the following observable data:

• significant financial difficulty of the debtor;

• a breach of contract such as a default or being more than 90 days past due;

• the restructuring of a loan or advance by the Group on terms that the Group would not consider otherwise;

• it is probable that the debtor will enter bankruptcy or other financial reorganisation; or

• the disappearance of an active market for a security because of financial difficulties.

Presentation of allowance for ECL in the statement of financial position

Loss allowances for financial assets measured at amortised cost are deducted from the gross carrying amount of

the assets. For debt securities at FVOCI, the loss allowance is charged to profit or loss and is recognised in OCI.

Write-off

The gross carrying amount of a financial asset is written off when the Group has no reasonable expectations of

recovering a financial asset in its entirety or a portion thereof. For individual customers, the Group has a policy of

writing off the gross carrying amount when the financial asset is 360 days past due based on historical experience

of recoveries of similar assets. For corporate customers, the Group individually makes an assessment with respect

to the timing and amount of write-off based on whether there is a reasonable expectation of recovery. The Group

expects no significant recovery from the amount written off. However, financial assets that are written off could still

be subject to enforcement activities in order to comply with the Group’s procedures for recovery of amounts due.

154 Global Ports Holding PLC Annual Report 2023

3 Significant accounting policies continued

(o) Impairment continued

(ii) Non–financial assets

At each reporting date, the Group reviews the carrying amounts of its non-financial assets (other than investment

property, inventories, contract assets and deferred tax assets) to determine whether there is any indication of

impairment. If any such indication exists, then the asset’s recoverable amount is estimated. Goodwill is tested

annually for impairment.

For impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows

from continuing use that are largely independent of the cash inflows of other assets or CGUs. Goodwill arising from

a business combination is allocated to CGUs or groups of CGUs that are expected to benefit from the synergies of

the combination.

The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. Value

in use is based on the estimated future cash flows, discounted to their present value using a pre-tax discount rate

that reflects current market assessments of the time value of money and the risks specific to the asset or CGU.

An impairment loss is recognised if the carrying amount of an asset or CGU exceeds its recoverable amount.

Impairment losses are recognised in profit or loss. They are allocated first to reduce the carrying amount of any

goodwill allocated to the CGU, and then to reduce the carrying amounts of the other assets in the CGU on a

pro rata basis.

An impairment loss in respect of goodwill is not reversed. For other assets, an impairment loss is reversed only to

the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined,

net of depreciation or amortisation, if no impairment loss had been recognised.

(p) Employee benefits

Under Turkish law and union agreements, lump sum payments are made to employees retiring or involuntarily

leaving the Group. Such payments are considered as being part of defined retirement benefit plans as per IAS 19

(revised) Employee Benefits (“IAS 19”). The retirement benefit obligation recognised in the consolidated balance

sheet represents the present value of the defined benefit obligation. The actuarial gains and losses are recognised in

other comprehensive income. The key assumptions used in the calculation of the retirement pay liability are detailed

in Note 29.

The grant-date fair value of equity-settled share-based payment arrangements granted to employees is generally

recognised as an expense, with a corresponding increase in equity, over the vesting period of the awards. The

amount recognised as an expense is adjusted to reflect the number of awards for which the related service and non-

market performance conditions are expected to be met, such that the amount ultimately recognised is based on the

number of awards that meet the related service and non-market performance conditions at the vesting date.

(q) Provisions, contingent assets and liabilities

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event,

it is probable that the Group will be required to settle the obligation, and a reliable estimate can be made of the

amount of the obligation. The amount recognised as a provision is the best estimate of the consideration required

to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties

surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present

obligation, its carrying amount is the present value of those cash flows.

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third

party, the receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the

amount of the receivable can be measured reliably.

(r) Share capital

Ordinary shares

Incremental costs directly attributable to the issue of ordinary shares are recognised as a deduction from equity.

Income tax relating to transaction costs of an equity transaction is accounted for in accordance with IAS 12.

Notes to the consolidated financial statements continued

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(s) Revenue

Revenue is measured based on the consideration specified in a contract with a customer, stated net of taxes. The

Group recognises revenue when the related performance obligation has been satisfied. The main revenue streams

are explained below:

(i) Cargo handling revenues

Cargo handling revenues relate to services provided for container cargo handling including sea and land services.

Revenue is recognised at the point in time services are completed, as the services are usually provided over a very

short period of time. Payment terms are up to 30 days.

(ii) Primary port operations

Primary port operation revenues relate to services provided to cruise ships including passenger landing, luggage

handling, security fees, etc. Revenue is recognised at the point in time services are completed, as the services are

usually provided over a very short period of time. Payments in Turkish Ports are made in advance, and in European

ports increased up to 90 days.

(iii) Ancillary port service revenues

Port service revenues relate to services provided to ships and motorboats (pilotage, towage, tugboat rents, etc.).

Revenue is recognised at the point in time services are completed, as the services are usually provided over a very

short period of time. Payments in Turkish Ports are made in advance, in European ports collection period is up to

45 days.

(iv) Destination service revenues

Destination service revenues relate to services provided to passengers related to destination based attractions.

Revenue is recognised at the point in time services are completed, as the services are usually provided over a very

short period of time. Payments are made by cash or credit cards.

(v) Area management revenues

Area management revenues are generated from the leasing of shopping centres and duty-free operations run by

the Group. Revenue is recognised over time as the services are provided. Revenue is recognised on a straight-line

basis over the term of the lease and at the point of sale for duty free operations. Invoices are issued on a monthly

basis and are usually payable within 30 days. Guarantees are taken up to 6 months’ rent.

(vi) IFRIC 12 Construction revenues

Construction income is generated on accounting of Service concession arrangements per IFRIC 12. Revenue is

recognised over time based on progress towards completion of construction. This revenue is created through IFRS

application, no invoices are issued, neither any payments made by Nassau Port Authority, Tarragona Port Authority,

or Port Authority of Las Palmas.

(vii) Other ancillary revenues

Other ancillary revenues are related to new revenue opportunities created by the company through vertical

integration of services. Revenue is recognised at the point in time services are completed, as the services are usually

provided over a very short period of time. Payments are made by cash or credit cards.

(t) Operating profit

Operating profit is profit for the period/year stated before the share of results of equity-accounted investees,

finance income, finance costs and tax.

(u) Finance income and finance costs

Finance income comprises interest income, gains on sale of marketable securities and net foreign currency gains

that are recognised in profit or loss. Interest income is recognised as it accrues, using the effective interest method.

Finance costs comprise interest expense on borrowings, net foreign currency losses, losses on sale of marketable

securities and finance costs from lease liabilities unwinding. Borrowing costs that are not directly attributable to the

acquisition, construction or production of a qualifying asset are recognised in profit or loss in the period in which

they are incurred using the effective interest method.

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are

assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the

cost of those assets, until such time as the assets are substantially ready for their intended use or sale.

156 Global Ports Holding PLC Annual Report 2023

3 Significant accounting policies continued

(v) Income tax

Income tax expense represents the sum of the tax currently payable and deferred tax.

(i) Current tax

The tax currently payable is based on taxable profit or loss for the year. Taxable profit or loss differs from ‘profit or

loss before tax’ as reported in the consolidated income statement and other comprehensive income because of

items of income or expense that are taxable or deductible in other years and it excludes items that are never taxable

or deductible. The Group’s current tax is calculated using tax rates that have been enacted or substantively enacted

by the end of the reporting period.

A current tax provision is recognised when the Group has a present obligation as a result of a past event and it is

probable that the Group will be required to settle that obligation.

(ii) Deferred tax

Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the

consolidated financial statements and the corresponding tax bases which are used in the computation of taxable

profit or loss. Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax

assets are recognised for all deductible temporary differences to the extent that it is probable that taxable profits

will be available against which those deductible temporary differences can be utilised. Such deferred tax assets and

liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition (other

than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit

or loss nor the accounting profit or loss.

Deferred tax liabilities are recognised for taxable temporary differences associated with investments in subsidiaries

and associates, and interests in joint ventures, except where the Group is able to control the reversal of the

temporary difference and it is probable that the temporary difference will not reverse in the future. Deferred tax

assets arising from deductible temporary differences associated with such investments and interests are only

recognised to the extent that it is probable that there will be sufficient taxable profits against which to utilise the

benefits of the temporary differences and they are expected to reverse in the future.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the

extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to

be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the

liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively

enacted by the end of the reporting period.

The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the

manner in which the Group expects, at the reporting date, to recover or settle the carrying amount of its assets

and liabilities.

(iii) Current and deferred tax for the period

Current and deferred tax are recognised in profit or loss, except when they relate to items that are recognised

in other comprehensive income or directly in equity, in which case, the current and deferred tax are also

recognised in other comprehensive income or directly in equity respectively. Where current tax or deferred

tax arises from the initial accounting for a business combination, the tax effect is included in the accounting

for the business combination.

(w) Government grants

The Group recognises deferrals on concession fees related to its cruise ports concession agreements in profit or loss

as other income when the written deferral or waiver approval has been received from legal authorities. Government

grants are included within deferred financial liabilities in the balance sheet and credited to the profit and loss

account over the periods in which the Group recognises as expenses the related costs for which the grants are

intended to compensate.

The Group has elected to present grants related to income separately under the heading “Other income”.

Notes to the consolidated financial statements continued

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4 Determination of fair values

A number of the Group’s accounting policies and disclosures require the measurement of fair values, for both

financial and non-financial assets and liabilities.

When measuring the fair value of an asset or a liability, the Group uses market and observable data as far

as possible.

Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation

techniques as follows:

• Level 1: quoted market prices (unadjusted in active markets for identical assets or liabilities);

• Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability,

either directly (i.e. as prices) or indirectly (i.e. derived from prices);

• Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

If the inputs used to measure the fair value of an asset or liability might be categorised in different levels of the

fair value hierarchy, then the fair value measurement is categorised in its entirety in the same level of the fair value

hierarchy as the lowest level input that is significant to the entire measurement.

Further information about the assumptions made in measuring fair values is included in Note 34 –

Financial risk management.

5 Segment reporting

(a) Products and services from which reportable segments derive their revenues

The Group operates various cruise and commercial ports and all revenue is generated from external customers such

as cruise liners, ferries, yachts, individual passengers, container ships and bulk and general cargo ships.

(b) Reportable segments

Operating segments are defined as components of an enterprise for which discrete financial information is available

that is evaluated regularly by the chief operating decision-maker, in deciding how to allocate resources and

assessing performance.

The Group presents its operations on a regional basis, with each key region representing an individual operating

segment with a set of activities which generate revenue, and the financial information of each region is reviewed

by the Group’s chief operating decision-maker in deciding how to allocate resources and assess performance.

The segment assessment of the Group has changed during the fiscal year as a result of structural changes and

concentration of the investment of the Group to Cruise operations and vertical integration of additional services

within the Cruise business. The Group has identified four key regions it operates as segments; these are West

Mediterranean, Central Mediterranean, East Mediterranean and Americas. The Group’s chief operating decision-

maker is the Chief Executive Officer (“CEO”), who reviews the management reports of each region at least on a

monthly basis.

The CEO evaluates segmental performance on the basis of earnings before interest, tax, depreciation and

amortisation excluding the effects of specific adjusting income and expenses comprising project expenses, bargain

purchase gains and reserves, board member leaving fees, employee termination payments, unallocated expenses,

finance income, finance costs, and including the share of equity-accounted investments which are fully integrated

into GPH cruise port network (“Adjusted EBITDA” or “Segmental EBITDA”). Adjusted EBITDA is considered by

Group management to be the most appropriate profit measure for the review of the segment operations because it

excludes items which the Group does not consider to represent the operating cash flows generated by underlying

business performance. The share of equity-accounted investees has been included as it is considered to represent

operating cash flows generated by the Group’s operations that are structured in this manner.

158 Global Ports Holding PLC Annual Report 2023

5 Segment reporting continued

(b) Reportable segments continued

The Group has the following operating segments under IFRS 8:

• Western Mediterranean & Atlantic region (“West Med”)

– BPI, Barcelona Cruise Port, Malaga Cruise Port, Tarragona Cruise Port, Las Palmas, Alicante, Lisbon

Cruise Terminals, SATS – Creuers Cruise Services Pte. Ltd. (“Singapore Port”) and Kalundborg Cruise Port

(“Kalundborg”).

• Central Mediterranean region (“Central Med”)

– VCP (“Valetta Cruise Port”), Travel Shopping Ltd (“TSL”), POH, Cagliari Cruise Port, Catania Passenger

Terminal, Crotone Cruise Port, Taranto Cruise Port, Venezia Investimenti Srl. (“Venice Investment” or “Venice

Cruise Port”), and La Goulette Cruise Port.

• Americas Region (“Americas”)

– Nassau Cruise Port (“NCP”), Antigua Cruise Port (“GPH Antigua”), and Prince Rupert Cruise Port.

• Eastern Mediterranean and Adriatic region (“East Med”)

– Ege Liman (“Ege Port, Kuşadası”), Bodrum Liman (“Bodrum Cruise Port”) and Zadar Cruise Port (“ZIPO”).

• Other operations (“other”)

– Port of Adria (“Port of Adria-Bar”), Global Ports Services Med, GP Med, Balearic Handling SLA (“Balearic”),

Shore Handling SLA (“Shore”), Ha Long management contract and Pelican Peak; All except for Port of

Adria-Bar are part of vertical integration plans of the Group for the Cruise business and not exceeding the

quantitative threshold, have been included in Other operations.

The Group’s reportable segments under IFRS 8 are West Med, Central Med, East Med, Americas, and Other.

Global Liman, Global Ports Europe, GP Melita, GP Netherlands, Global Depolama, GPH Americas, GP Malta

Finance, GPH Cruise Port Finance and GPH Bahamas do not generate any revenues and therefore is presented as

unallocated to reconcile to the consolidated financial statements results.

Assets, revenue and expenses directly attributable to segments are reported under each reportable segment.

Any items which are not attributable to segments have been disclosed as unallocated.

(i) Segment revenues, results and reconciliation to profit before tax

The following is an analysis of the Group’s revenue, results and reconciliation to profit before tax by reportable segment:

(USD ‘000) West Med

Central

Med East Med Americas Other Total

Year ended 31 March 2023

Revenue 27,677 14,761 24,062 135,778 11,318 213,596

Segmental EBITDA 19,475 7, 811 19,366 29,010 4,318 79,980

Unallocated expenses (7,303)

Adjusted EBITDA 72,677

Reconciliation to loss before tax

Depreciation and amortisation expenses (27,277)

Specific adjusting items* (12,899

Finance income 5,676

Finance costs (54,718

Loss before income tax (9,541)

Year ended 31 March 2022

Revenue 6,210 7,175 2,521 102,818 9,686 128,410

Segmental EBITDA 1,252 3,176 214 5,055 3,232 12,929

Unallocated expenses (5,919)

Adjusted EBITDA 7,010

Reconciliation to loss before tax

Depreciation and amortisation expenses (28,467)

Specific adjusting items* (10,652)

Finance income 25,071

Finance costs (36,897)

Loss before income tax (43,935)

* Please refer to glossary of alternative performance measures (APM) on pages 135 to 222.

** See note 7.

The Group did not have inter-segment revenues in any of the periods shown above.

Notes to the consolidated financial statements continued

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(ii) Segment assets and liabilities

The following is an analysis of the Group’s assets and liabilities by reportable segment for the year ended:

(USD ‘000) West Med

Central

Med East Med Americas Other Total

31 March 2023

Segment assets 116,001 88,131 46,248 419,143 49,394 718,917

Equity-accounted investees 15,893 1,528 – – 407 17,828

Unallocated assets 163,852

Total assets 900,597

Segment liabilities 56,591 59,679 13,961 375,049 32,004 537,284

Unallocated liabilities 328,019

Total liabilities 865,303

31 March 2022

Segment assets 112,804 91,657 39,058 394,813 59,025 697,357

Equity-accounted investees 11,315 2,294 – – 464 14,073

Unallocated assets 100,441

Total assets 811,871

Segment liabilities 53,828 63,358 15,424 363,149 39,567 535,326

Unallocated liabilities 226,148

Total liabilities 761,474

(iii) Other segment information

The following table details other segment information for the year ended:

(USD ‘000) West Med

Central

Med East Med Americas Other Unallocated Total

Year ended 31 March 2023

Depreciation and amortisation

expenses (11,368) (3,723) (3,058) (6,173) (2,766) (189) (27,277)

Additions to non-current assets*

– Capital expenditures** 1,369 706 457 98,111 194 73 100,910

Total additions to non-current assets* 1,369 706 457 98,111 194 73 100,910

Year ended 31 March 2022

Depreciation and amortisation

expenses (12,262) (3,177) (2,794) (3,488) (2,487) (252) (28,467)

Additions to non-current assets*

– Capital expenditures 396 1,338 63 92,607 209 20 94,633

Total additions to non-current assets* 396 1,338 63 92,607 209 20 94,633

* Non-current assets exclude those relating to deferred tax assets and financial instruments (including equity-accounted investees).

** Total Capital expenditures on non-current assets includes prepayments into fixed assets.

160 Global Ports Holding PLC Annual Report 2023

(iv) Geographical information

The Port operations of the Group are managed on a worldwide basis, but operational ports and management

offices are primarily in Turkey, Montenegro, Malta, Spain, Bahamas, Antigua & Barbuda, Italy and Croatia. The

geographic information below analyses the Group’s revenue and non-current assets by countries. In presenting

the following information, segment revenue has been based on the geographic location of port operations and

segment non-current assets were based on the geographic location of the assets.

Revenue

Year ended

31 March 2023

(USD ‘000)

Year ended

31 March 2022

(USD ‘000)

Bahamas 129,651 100,269

Spain 30,303 7, 291

Turkey 23,482 2,169

Malta 11,996 6,333

Montenegro 8,510 8,604

Antigua & Barbuda 6,127 2,550

Italy 2,765 842

Croatia 580 352

Denmark 182 –

213,596 128,410

Non-current assets

As at

31 March 2023

(USD ‘000)

As at

31 March 2022

(USD ‘000)

Turkey 40,790 42,850

Spain 99,125 105,686

Malta 104,732 110,043

Montenegro 52,793 58,712

Italy 5,136 5,878

Bahamas 353,013 243,476

Antigua & Barbuda 61,746 63,247

UK 9,553 9,096

Croatia 2,333 2,528

Denmark 1,091 1,069

Canada 70 –

Unallocated 21,730 20,677

752,112 663,262

Non-current assets relating to deferred tax assets and financial instruments (including equity-accounted

investments) are presented as unallocated.

(v) Information about major customers

IFRIC 12 construction revenue relates to ongoing construction at Nassau Cruise Port, Tarragona Cruise Port and

Cruise Ports in Canary Islands. Excluding IFRIC 12 revenue, the Group did not have a single customer that accounted

for more than 10% of the Group’s consolidated revenue in any of the periods presented.

Notes to the consolidated financial statements continued

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6 Revenue

For the year ended 31 March 2023 and 31 March 2022, revenue comprised the following:

West Med Central Med East Med Americas Other Consolidated

(USD ‘000) 2023 2022 2023 2022 2023 2022 2023 2022 2023 2022 2023 2022

Point in time

Cargo

Handling – – – – – – – – 7,927 7,762 7,927 7,762

Primary Port

operations 22,657 4,810 8,512 2,819 18,307 1,189 38,476 12,919 292 256 88,244 21,993

Ancillary port

service 2,049 549 384 908 1,647 299 635 847 2,652 1,645 7,367 4,248

Destination

service 27 – 693 184 1 – – – – – 721 184

Other

ancillary 461 196 424 359 657 353 120 339 429 2 2,091 1,249

Over time

Area

Management 1,532 655 4,748 2,905 3,450 680 1,057 612 18 21 10,805 4,873

IFRIC 12

Construction 951 – – – – – 95,490 88,101 – – 96,441 88,101

Total Revenues

as reported in

Note 5 27,677 6,210 14,761 7,175 24,062 2,521 135,778 102,818 11,318 9,686 213,596 128,410

The following table provides information about receivables, contract assets and contract liabilities from contracts

with customers:

Revenue

Year ended

31 March 2023

(USD ‘000)

Year ended

31 March 2022

(USD ‘000)

Receivables, which are included in ‘trade and other receivables’ 14,380 11,313

Contract assets 411 476

Contract liabilities (896) (1,081)

13,895 10,707

The contract assets primarily relate to the Group’s rights to consideration for work completed but not billed at the

reporting date on Commercial services provided to vessels and management agreements. The contract assets are

transferred to receivables when the rights become unconditional. This occurs when the Group issues an invoice to

the customer.

The contract liabilities primarily relate to the advance consideration received from customers for services not yet

provided. These amounts will be recognised as revenue when the services has provided to customers and billed,

which based on the nature of the business is less than a one week period.

The amount of USD 1,081 thousand recognised in contract liabilities at the beginning of the period has been

recognised as revenue for the period ended 31 March 2023. The contract liabilities amounting to USD 896 thousand

will be recognised as revenue during the year ending 31 March 2024.

The amount of revenue recognised in the period ended 31 March 2023 from performance obligations satisfied (or

partially satisfied) in previous periods is USD 411 thousand. This is mainly due to the nature of operations, Group

does not work on long term agreements with its customers.

No information is provided about remaining performance obligations at 31 March 2023 that have an original

expected duration of one year or less, as allowed by IFRS 15.

162 Global Ports Holding PLC Annual Report 2023

7 Cost of sales

For the year ended 31 March 2023 and 31 March 2022, cost of sales comprised the following:

2023

(USD ‘000)

2022

(USD ‘000)

IFRIC-12 Construction expenses 94,512 86,338

Depreciation and amortization expenses 24,698 25,626

Personnel expenses* 12,728 8,249

Security expenses 3,823 1,756

Insurance expense 3,593 3,719

Commission fees to government authorities and pilotage expenses 2,772 695

Repair and maintenance expenses 1,765 1,212

Cost of inventories sold 1,676 678

Replacement provision 585 671

Other expenses 3,729 2,382

Total 149,881 131,326

* 4,248 thousand USD (2022: 1,209 thousand USD) of total personnel expenses are related to outsourced personnel expenses.

8 Administrative expenses

For the year ended 31 March 2023 and 31 March 2022, administrative expenses comprised the following:

2023

(USD ‘000)

2022

(USD ‘000)

Personnel expenses 9,226 7,228

Depreciation and amortization expenses 2,577 2,837

Consultancy expenses 2,926 2,817

Representation and travel expenses 475 247

Other expenses 3,658 3,633

Total 18,862 16,762

The analysis of the auditor’s remuneration is as follows:

2023

(USD ‘000)

2022

(USD ‘000)

Fees payable to PKF Littlejohn LLP and their associates for the audit of the

Company’s annual accounts 425 399

Fees payable to PKF Littlejohn LLP and their associates for the audit of the

Company’s subsidiaries 215 160

Fees payable to KPMG LLP and their associates for the audit of the Company’s subsidiaries – 45

Total audit fees 640 604

Audit-related assurance services PKF Littlejohn LLP and their associates 83 27

Total non-audit fees 83 27

Total fees 723 631

Notes to the consolidated financial statements continued

163Global Ports Holding PLC Annual Report 2023

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9 Staff numbers and costs

The average number of persons employed by the group (including directors) during the year, analysed by category,

was as follows:

2023 2022

Permanent 562 493

Total 562 493

The aggregate payroll costs of these persons were as follows:

2023

(USD ‘000)

2022

(USD ‘000)

Employee benefits 18,577 14,885

– Wages and salaries 14,923 12,659

– Social security contributions 998 687

– Overtime & Bonuses paid 1,023 291

– Benefits 1,212 903

– Defined benefit obligations 361 217

– Equity-settled share-based payment arrangements 59 128

10 Other income and other expenses

During the year ended 31 March 2023 and 31 March 2022, other income comprised the following:

2023

(USD ‘000)

2022

(USD ‘000)

IFRS 16 gain from concession fee waivers 600 964

Foreign currency income from operations – 1,138

Government support* 1,472 1,681

Income from reversal of replacement provisions (note 27) 287

Other 247 1,386

Total 2,606 5,169

* Italian and Spanish governments provided non-reimbursable Covid-19 support payments.

During the year ended 31 March 2023 and 31 March 2022, other expenses comprised the following:

2023

(USD ‘000)

2022

(USD ‘000)

Project expenses 11,541 7,897

Foreign currency losses from operations 1,839 –

Indemnity payments 80 2,235

Impairment loss on Equity Accounted investments 659 –

Other 1,745 2,513

Total 15,864 12,645

11 Finance income and costs

During the year ended 31 March 2023 and 31 March 2022, finance income comprised the following:

Finance income

2023

(USD ‘000)

2022

(USD ‘000)

Other foreign exchange gains 3,382 20,610

Income from repurchase of bonds – 3,818

Interest income on related parties 527 453

Interest income on banks and others 1,587 8

Interest income from housing loans 4 (6)

Other interest income 176 188

Total 5,676 25,071

The income from financial instruments within the category financial assets at amortized cost is USD 2,118 thousand

(31 March 2022: USD 455 thousand). Income from financial instruments within the category fair value through profit

and loss is USD 165 thousand (31 March 2022: USD 188 thousand).

164 Global Ports Holding PLC Annual Report 2023

11 Finance income and costs continued

For the year ended 31 March 2023 and 31 March 2022, finance costs comprised the following:

Finance costs

2023

(USD ‘000)

2022

(USD ‘000)

Interest expense on loans and borrowings 34,740 21,675

Foreign exchange losses from Eurobond – 3,354

Foreign exchange losses on other loans and borrowings 1,058 2,482

Interest expense on leases 3,756 3,932

Foreign exchange losses on equity translation* 412 1,330

Other foreign exchange losses 1,899 430

Loan commission expenses 3,303 2,551

Unwinding of provisions during the year (Note 30) 333 344

Letter of guarantee commission expenses 462 15

Other interest expenses 1,698 763

Other costs 57 21

Total 47,718 36,897

* Ege Port and Bodrum Cruise Port have functional currency of USD while their books are required to be kept as per Turkish Companies Law “VUK

213” article 215 in TL. All equity transactions are made in TL and transaction incurred during the year are being translated to USD resulting in foreign

exchange differences in profit or loss.

The interest expense for financial liabilities not classified as fair value through profit or loss is USD 38,496 thousand

(31 March 2022: USD 25,607 thousand).

12 Property and equipment

Movements of property and equipment for the year ended 31 March 2023 comprised the following:

Cost

(USD ‘000) 31 March 2022 Additions Disposals Transfers

Currency

translation

differences 31 March 2023

Leasehold improvements 132,619 411 (300) 752 (1,712) 131,770

Machinery and equipment 20,797 1,511 (163) 219 (433) 21,931

Motor vehicles 12,146 366 (25) – (6) 12,481

Furniture and fixtures 11,267 870 (22) 33 (177) 11,971

Construction in progress 9,596 1,166 – (1,004) 14 9,772

Land improvement 91 4 – – – 95

Total 186,516 4,328 (510) – (2,314) 188,020

Accumulated depreciation

(USD ‘000) 31 March 2022

Depreciation

expense Disposals Transfers

Currency

translation

differences 31 March 2023

Leasehold improvements 39,977 4,339 (121) – (246) 43,949

Machinery and equipment 8,900 1,342 (55) – (152) 10,035

Motor vehicles 9,670 1,007 (38) – (3) 10,636

Furniture and fixtures 6,487 729 (14) – (57) 7,145

Land improvement 71 4 – – – 75

Total 65,105 7,421 (228) – (458) 71,840

Net book value 121,411 – 116,180

Notes to the consolidated financial statements continued

165Global Ports Holding PLC Annual Report 2023

Financial statements Shareholder informationGovernance reportStrategic report

Movements of property and equipment for the year ended 31 March 2022 comprised the following:

Cost

(USD ‘000)

31 March

2021 Additions Disposals Transfers

Currency

translation

differences

31 March

2022

Leasehold improvements 135,966 641 – (156) (3,832) 132,619

Machinery and equipment 21,002 969 (18) 6 (1,162) 20,797

Motor vehicles 12,011 136 (32) – 31 12,146

Furniture and fixtures 10,792 1,015 (23) – (517) 11,267

Construction in progress 6,834 2,669 – 150 (57) 9,596

Land improvement 87 4 – – – 91

Total 186,692 5,434 (73) – (5,537) 186,516

Accumulated depreciation

(USD ‘000) 31 March 2021

Depreciation

expense Disposals Transfers

Currency

translation

differences 31 March 2022

Leasehold improvements 36,265 4,446 – – (734) 39,977

Machinery and equipment 8,009 1,335 (16) – (428) 8,900

Motor vehicles 9,633 946 (23) – (886) 9,670

Furniture and fixtures 5,868 822 (7) – (196) 6,487

Land improvement 59 12 – – – 71

Total 59,834 7, 561 (46) – (2,244) 65,105

Net book value 126,858 121,411

As at 31 March 2023, the net book value of machinery and equipment purchased through leasing amounted to

USD 0 thousand (31 March 2022: USD 0 thousand), and the net book value of motor vehicles purchased through

leasing amounted to USD 1,321 thousand (31 March 2022: USD 2,157 thousand). In 2023, the Group acquired machinery

and equipment amounting to USD 14 thousand through finance leases (31 March 2022: USD 142 thousand).

As at 31 March 2023 and 31 March 2022, according to the “TOORA” and “BOT” tender agreements signed with the

related Authorities, at the end of the agreement periods, real estate with their capital improvements will be returned

as running, clean, free of any liability and free of charge. The details of the pledge or mortgage on property and

equipment regarding the loans and borrowings are explained on Note 29.

During the year ended 31 March 2023 and 31 March 2022, no borrowing costs were capitalised into property

and equipment.

As at 31 March 2023, the insured amount of property and equipment amounts to USD 373,200 thousand (31 March

2022: USD 284,651 thousand).

13 Intangible assets

Movements of intangible assets for the year ended 31 March 2023 comprised the following:

Cost

(USD ‘000)

31 March

2022 Additions Disposal

Currency

translation

differences

31 March

2023

Port operation rights 533,150 119,279 (5,561) (6,020) 640,848

Customer relationships 5,402 – – (36) 5,366

Software 626 28 – (14) 640

Other intangibles 1,097 124 (1) (54) 1,166

Total 540,275 119,431 (5,562) (6,124) 648,020

Accumulated amortisation

(USD ‘000)

31 March

2022

Amortisation

expense Disposal

Currency

translation

differences

31 March

2023

Port operation rights 123,561 16,315 (5,109) (1,661) 133,106

Customer relationships 4,237 141 – (1) 4,377

Software 593 17 – (14) 596

Other intangibles 913 50 (1) (44) 918

Total 129,304 16,523 (5,110) (1,720) 138,997

Net book value 410,971 509,023

166 Global Ports Holding PLC Annual Report 2023

13 Intangible assets continued

Movements of intangible assets for the year ended 31 March 2022 comprised the following:

Cost

(USD ‘000) 31 March 2021 Additions Disposal

Currency

translation

differences 31 March 2022

Port operation rights 441,621 105,518 – (13,989) 533,150

Customer relationships 5,482 – – (80) 5,402

Software 665 4 (10) (33) 626

Other intangibles 1,233 41 – (177) 1,097

Total 449,001 105,563 (10) (14,279) 540,275

Accumulated amortisation

(USD ‘000) 31 March 2021

Amortisation

expense Disposal

Currency

translation

differences 31 March 2022

Port operation rights 111,620 16,867 – (4,926) 123,561

Customer relationships 4,095 156 – (14) 4,237

Software 499 130 (6) (30) 593

Other intangibles 877 170 – (134) 913

Total 117,091 17, 323 (6) (5,104) 129,304

Net book value 331,910 410,971

The details of Port operation rights as at 31 March 2023 and 31 March 2022 are as follows:

As at 31 March 2023 As at 31 March 2022

(USD ‘000)

Carrying

Amount

Remaining

Amortisation

Period

Carrying

Amount

Remaining

Amortisation

Period

Creuers del Port de Barcelona 66,217 87 months 78,002 99 months

Cruceros Malaga 8,865 113 months 9,683 125 months

Valletta Cruise Port 55,366 524 months 58,043 536 months

Port of Adria 13,137 249 months 14,113 261 months

Tarragona Cruise Port 671 132 months – –

Global Ports Canary Islands 5,021 477 months – –

GPH Alicante 1,059 180 months – –

Ege Port 8,533 120 months 9,360 132 months

Bodrum Cruise Port 2,308 540 months 2,360 552 months

Nassau Cruise Port 344,080 293 months 234,915 305 months

Cagliari Cruise Port 1,144 45 months 1,485 57 months

Catania Cruise Port 1,339 57 months 1,628 69 months

All port operating rights have arisen as a result of IFRS 3 Business combinations, except Barcelona Port Investments,

Catania Cruise Port, Nassau Cruise Port, Tarragona, Canary Islands and Alicante, which arose as a result of applying

IFRIC 12. Each port represents a separate CGU as per IAS 36.

For the year ended 31 March 2023, borrowing costs amounting USD 16,483 thousand have been capitalized into

intangible assets (2022: USD 16,364 thousand). No project expenses directly attributable to the creation of the port

right have been capitalized as part of the port operating rights.

Recoverability of Intangible Assets

Management made regular checks on internal and external impairment indicators. Based on the last year

performance of the Group companies, there was a full recovery seen after Covid 19, Passenger and call numbers

exceeded the last comparative year of 2019, and all tariffs and operational revenues were either at the same level or

higher compared to 2019. Management is confident on the carrying amounts of its subsidiaries being fair, with no

impairment of any assets being deemed necessary.

14 Goodwill

Movements of goodwill associated with Ege Port for the year ended 31 March 2023 and 31 March 2022 comprised

the following:

Cost USD ‘000

At 31 March 2022 13,483

Exchange difference –

At 31 March 2023 13,483

Notes to the consolidated financial statements continued

167Global Ports Holding PLC Annual Report 2023

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The recoverable amount of this CGU was based on its value in use, determined by discounting the estimated future

cash flows to be generated from the continuing use of the CGU. The carrying amount of the CGU was determined

to be lower than its recoverable amount of USD 87.1 million (2022: USD 87.6 million) and no impairment loss during

2023 (2022: nil) was recognised.

The key assumptions are the expected increase in the number of calls and passengers of the port and the discount

rate used. Cash flows used to calculate value-in-use are prepared in USD. A post-tax discount rate of 17.64% (2022:

14.94%) was used for discounting future cash flows to the reporting date. The number of passengers was forecasted

per call list registered for calendar year 2023 as 764 thousand, followed by growth of 3% per annum until 2028

and 2.5% until end of concession (2022: The number of passengers was assumed to get back to its level in 2016 by

the end of 2023, followed by growth of 2.7% per annum until end of concession). 10 years of cash flows (2022: 11

years) were included in the discounted cash flow instead of 5 years plus terminal value as the life of the rights are

determined in the concession agreement. The discount rate was estimated based on the historical industry average

weighted-average cost of capital, with a possible debt leveraging of 7.9% (2022: 12.7%) at a market interest rate of

17.2% (2022: 11.0%). The growth is forecasted based on the nature of the business and historical experience. Average

days during cruise season used is 210 days, average cruise itineraries of 7 days during 2016-2019 is used during the

forecast period. An average of 12 ship calls are added for every itinerary change for the region.

The cash flow model is constructed on a post-tax basis and the discount rate used is post-tax. An equivalent pre-tax

discount rate would be 19.84% (2022: 16.36%).

The estimated recoverable amount of the CGU exceeded its carrying amount by approximately USD 51.6 million

(2022: USD 49.8m). A 1% change in discount rate will result a change of USD 3.3 million, and a 20% change in

growth rate assumptions will result a change of USD 3.5 million in total value-in-use computed.

Management has not identified any reasonably possible change in the number of passengers or the discount rate

that could cause the carrying amount to exceed the recoverable amount.

15 Equity-accounted investments

The nature of the operations and the locations of the equity-accounted investees of the Company are listed below:

Equity-accounted investees Locations Operations

LCT – Lisbon Cruise Terminals, LDA (“LCT”) Portugal Port operations

SATS – Creuers Cruise Services Pte. Ltd. (“Singapore Port”) Singapore Port operations

Venezia Investimenti Srl. (“Venice Investment”) Italy Port investments

Goulette Cruise Holding Ltd. (“La Goulette”) UK Port investments

Pelican Peak Investments Inc (“Pelican Peak”) Canada Ancillary services

Lisbon Cruise Terminals

The Group has entered into the concession agreement of Lisbon Cruise Port within the framework of a public-

service concession on 18 July 2014 as part of the consortium comprising Global Liman, RCCL, Creuers and Group

Sousa – Investimentos SGPS, LDA. The operation right of Lisbon Cruise Port has been transferred by the Port

Authority of Lisbon to LCT-Lisbon Cruise Terminals, LDA, which was established by the Consortium on 26 August

2014. The Group has a 46.2% effective interest in Lisbon Cruise Terminals as at 31 March 2023, hence the Group can

only appoint a minority of Directors to the Board and therefore does not have control over the entity. Lisbon Cruise

Terminals has been recognised as an equity-accounted investee in the consolidated financial report as at and for the

periods ended 31 March 2023 and 2022.

Singapore Port

Barcelona Port Investments, S.L (“BPI”) was established as a joint venture between the Group and Royal Caribbean

Cruises Ltd. (“RCCL”) on 26 July 2013 for the purpose of acquiring Creuers. GPH CPF has 62% ownership in BPI.

Creuers holds a 100% interest in the port operation rights for the Barcelona cruise port, as well as an 100% interest

in the port operation rights for the Malaga cruise port and a 40% interest in the port operation rights for the

Singapore cruise port. Singapore cruise port has a fiscal year starting from 1 April and ending on 31 March. The

effective interest held on Singapore cruise port is 24.8%. Singapore has been recognised as an equity-accounted

investee in the consolidated financial report as at and for the periods ended 31 March 2023 and 2022.

168 Global Ports Holding PLC Annual Report 2023

15 Equity-accounted investments continued

Venice Investment

Venezia Investimenti Srl is an international consortium formed for investing in Venezia Terminal Passegeri S.p.A

(“VTP”). The international consortium formed as a joint venture by GPH, Costa Crociere SpA, MSC Cruises SA and

Royal Caribbean Cruises Ltd each having a 25% share of the Company.

Goulette Cruise Holding

Goulette Cruise Holding is a joint venture established 50%-50% between the Company and MSC Cruises S.A.

(“MSC”), to acquire La Goulette Shipping Cruise, which operates the cruise terminal in La Goulette, Tunisia. The

Company made a share capital contribution for its 50% shareholding amounting to €55 thousand and issued a loan

of USD 6 million in December 2019 to fund the acquisition of La Goulette Shipping Cruise proportionately to its

share. The joint venture acquired the shares in La Goulette Shipping Cruise on 26 December 2019.

Pelican Peak

The Group invested in Pelican Peak, a company established in Canada and operating in the Caribbean region to

provide ancillary services to cruise passengers. The investment in Pelican Peak shares were made as part of the

Group’s plans to integrate its services vertically and increase ancillary service opportunities of the Group.

Impairment analysis

An indicator of impairment has been identified for the investment of Venezia Investimenti (“VI”). Whilst Venice

Cruise Port, 48% investment of VI, has continued to operate through the period, additional safety policies actioned

by the Italian government resulted in the number of ships visiting the port to be limited and the port has not grown

as expected since acquisition in 2016, and the concession period remaining decreased significantly. As a result, a

detailed analysis of the investment has been made taking into consideration the recent limitations and restrictions to

cruise traffic in Venice, and an impairment of USD 0.6 million has been recognised. Management has used forecasts

prepared by Venice Cruise Port (“VCP”) management to evaluate recoverability of Venice Cruise Port, to decide on

the potential investment value of VCP in VI.

For the year ended 31 March 2023

At 31 March 2023, Venezia Investimenti, Lisbon Cruise Terminals, Goulette Cruise Holding, Singapore Port and

Pelican Peak are equity-accounted investees in which the Group participates.

The following table summarises the financial information of Goulette Cruise Holding, Venezia Investimenti, Lisbon

Cruise Terminals, Singapore Port and Pelican Peak as included in the consolidated financial statements as at

31 March 2023. The table also reconciles the summarised financial information to the carrying amount of the Group’s

interest in Lisbon Cruise Terminals and Singapore Port.

(USD’000)

Pelican

Peak

Goulette

Cruise Holding

Venezia

Investimenti

Lisbon Cruise

Terminals

Singapore

Port

Percentage ownership interest 10.23% 50.00% 25.00% 50.00% 40.00%

Non-current assets 4,821 14,208 13,083 25,590 8,568

Current assets (1) 3,665 3,082 3,331 20,747

Non-current liabilities (471) (18,673) (9,951) (8,642) (4,653)

Current liabilities (369) (300) (101) (2,310) (7, 398)

Net assets (100%) 3,980 (1,100) 6,113 17,969 17,264

Group’s share of net assets 407 (550) 1,528 8,985 6,906

Carrying amount of interest in equity-

accounted investees 407 –* 1,528 8,985 6,906

Revenue – – – 7,790 26,314

Expenses (424) – (89) (6,028) (17,668)

Profit and total comprehensive income for the

year (100%) (424) (391) (89) 1,762 8,646

Group’s share of profit and total

comprehensive income (43) –* (22) 881 3,458

* The Group has no obligation to fund Goulette’s operations nor has it made payments on behalf of Goulette. The Group’s interest in Goulette is

reduced to zero, and the yearly result recognized is the balance nullifying the equity.

Notes to the consolidated financial statements continued

169Global Ports Holding PLC Annual Report 2023

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As at 31 March 2023, the amounts in the below table include the following:

(USD ‘000)

Pelican

Peak

Goulette

Cruise

Holding

Venezia

Investimenti

Lisbon Cruise

Terminals

Singapore

Port

Cash and cash equivalents 1 4 2,868 1,509 18,743

Non-current financial liabilities (excluding

trade and other payables and provisions) (471) (18,673) – (8,498) (4, 316)

Current financial liabilities (excluding trade

and other payables and provisions) – – – (1,343) (1,874)

Interest income – 728 – – –

Depreciation and amortisation – – – (1,204) (2,485)

Interest expense (6) (723) – (431) (46)

Income tax expense – – – (583) (1,785)

For the year ended 31 March 2023, the Group’s share of profit and total comprehensive income is set out below:

(USD ‘000)

Net profit/

(loss)

Singapore Port 3,458

Venezia Investimenti (22)

Pelican Peak (43)

Goulette Cruise Holding –

Lisbon Cruise Terminals 881

Group’s share of profit/(loss) and total comprehensive income 4,274

For the year ended 31 March 2022

At 31 March 2022, Venezia Investimenti, Lisbon Cruise Terminals, Goulette Cruise Holding, Singapore Port and

Pelican Peak are equity-accounted investees in which the Group participates.

The following table summarises the financial information of Goulette Cruise Holding, Venezia Investimenti, Lisbon

Cruise Terminals, Singapore Port and Pelican Peak as included in the consolidated financial statements as at

31 March 2022. The table also reconciles the summarised financial information to the carrying amount of the Group’s

interest in Lisbon Cruise Terminals and Singapore Port.

(USD ‘000) Pelican Peak

Goulette Cruise

Holding

Venezia

Investimenti

Lisbon Cruise

Terminals Singapore Port

Percentage ownership interest 10.23% 50.00% 25.00% 50.00% 40.00%

Non-current assets 5,288 16,915 16,205 27,228 10,623

Current assets – 512 3,200 2,976 8,287

Non-current liabilities (400) (17,701) (10,198) (12,614) (5,854)

Current liabilities (353) (478) (33) (1,583) (4,776)

Net assets (100%) 4,535 (752) 9,174 16,007 8,280

Group’s share of net assets 464 (376) 2,294 8,003 3,312

Carrying amount of interest in equity-

accounted investees 464 –* 2,294 8,003 3,312

Revenue – 686 – 3,904 22,377

Expenses 90 (853) (143) (4,464) (27,672)

Profit and total comprehensive income for the

year (100%) 90 (167) (143) (560) (5,295)

Group’s share of profit and total

comprehensive income 9 –* (36) (280) (2,118)

* The Group has no obligation to fund Goulette’s operations nor has it made payments on behalf of Goulette. The Group’s interest in Goulette is

reduced to zero, and the yearly result recognized is the balance nullifying the equity.

170 Global Ports Holding PLC Annual Report 2023

15 Equity-accounted investments continued

As at 31 March 2022, the amounts in the below table include the following:

(USD ‘000)

Pelican

Peak

Goulette

Cruise

Holding

Venezia

Investimenti

Lisbon

Cruise

Terminals

Singapore

Port

Cash and cash equivalents – 505 3,187 1,616 6,533

Non-current financial liabilities (excluding

trade and other payables and provisions) (401) (17,701) – (12,620) (5,412)

Current financial liabilities (excluding trade

and other payables and provisions) – – – (547) (1,326)

Interest income – 683 – – –

Depreciation and amortisation – – – (1,367) (2,968)

Impairment loss on trade receivables and

contract assets* – – – – (7,834)

Interest expense (5) (732) – (406) (36)

Income tax expense – – – 172 (737)

* Impairment loss booked in Singapore during FY2022 is related to bankruptcy of one of the Cruise Lines mostly operating in Asian region.

For the year ended 31 March 2022, the Group’s share of profit and total comprehensive income is set out below:

(USD ‘000)

Net profit/

(loss)

Singapore Port (2,118)

Venezia Investimenti (36)

Pelican Peak 9

Goulette Cruise Holding –

Lisbon Cruise Terminals (280)

Group’s share of profit/(loss) and total comprehensive income (2,425)

16 Taxation

Corporate tax

Turkey

Advance corporate income tax payments are made on a quarterly basis and are offset against the final corporate

income tax liability of the company for the period.

The tax legislation does not permit a parent company and its subsidiaries to file a consolidated tax return. Therefore,

provision for taxes shown in the consolidated financial statements reflects the total amount of taxes calculated on

each Turkish company that is included in the consolidation without taking into account any offset.

Losses can be carried forward for offsetting against future taxable income for up to 5 years. Losses cannot be

carried back.

The tax rate used in the calculation of deferred tax assets and liabilities was 20% over temporary timing differences

expected to be reversed in calender year 2024 and the following years (2022: 23% over temporary timing

differences expected to be reversed in 2023, and 20% over temporary timing differences expected to be reversed in

2024 and the following years).

Spain

Corporate income tax is levied at the rate of 25% on the statutory corporate income tax base (2022: 25%).

BPI files a consolidated income tax return for the Spanish companies, namely Creuers, Cruceros and BPI.

Losses can be carried forward indefinitely to offset future taxable income, subject to certain limitations. Losses

cannot be carried back.

Notes to the consolidated financial statements continued

171Global Ports Holding PLC Annual Report 2023

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Other countries

The corporate tax rates in the UK, Netherlands, Italy, Malta and Montenegro are 19%, 25%, 28%, 35%

and 9%, respectively.

Bahamas has a corporate tax rate of 0%, and Antigua & Barbuda operations are tax exempt as per the

concession agreement.

Tax expense

In the years ended 31 March 2023 and 31 March 2022, income tax expense comprised the following:

2023

(USD ‘000)

2022

(USD ‘000)

Current tax charge

In respect of the current year (1,838) (409)

Adjustments for prior year – –

Total (1,838) (409)

Deferred tax benefit

In respect of the current year (931) (34)

Origination and reversal of temporary differences – –

Reduction in tax rate – –

Recognition of previously unrecognized tax losses 1,761 (162)

Total 830 (196)

Total tax expense (1,008) (605)

As at 31 March 2023 and 31 March 2022, current tax liabilities for the period comprised the following:

2023

(USD ‘000)

2022

(USD ‘000)

Current tax liability at 1 January 377 157

Current tax charge 1,838 409

Change in prepaid taxes (29) –

Interest accrued 26 –

Currency translation difference 14 (16)

Taxes paid during year (1,417) (173)

Total 809 377

The tax reconciliation for the years ended 31 March 2023 and 31 March 2022 is as follows:

2023

(USD ‘000)

2022

(USD ‘000)

Profit/(loss) before income tax (9,541) (43,935)

Average income tax rate of 18.39% (2022: 19.35%) 1,755 8,502

Income from tax exempt maritime operations* (789) (232)

Recognition of previously unrecognised losses 1,761 (162)

Tax effect of share of profits on equity accounted investees 909 (1,703)

Permanent differences including losses not recognised for deferred tax** (2,845) 12,473

Disallowable expenses (2,287) (19,250)

Non qualifying depreciation (60) (225)

Other 548 (8)

(1,008) (605)

* Income generated through the services provided to vessels covered by the Turkish International Ship Registry Law authorised on 16 December 1999

is not subject to income tax and expenses related to these operations as they are considered disallowable expenses.

** In some jurisdictions in which the Group is operating, tax consolidation is not allowed, hence the losses created on investment holding companies are

recognized as tax losses, and its revenue streams comprised of dividend income, which is not taxable, therefore related losses are not recognized as

deferred tax.

The Group has presented the required tax reconciliation above as a reconciliation to the weighted average tax rate

of the group as opposed to the UK statutory rate as the directors considered this to provide the most relevant

analysis. This is because of the insignificant level of taxable activities in the UK.

172 Global Ports Holding PLC Annual Report 2023

16 Taxation continued

Deferred tax

The balance comprises temporary differences attributable to:

2023 2022

Deferred tax

assets

USD’000

Deferred tax

liabilities

USD’000

Deferred tax

assets

USD’000

Deferred tax

liabilities

USD’000

Property and equipment 5 (2,757) 553 (5,042)

Intangible assets 2,543 (40,378) 740 (41,772)

Tax losses carried forward* 112 – 1,260 –

Provision for employment termination indemnity and

vacation pay 141 – 110 –

Other 4,088 – 6,274 (17)

Subtotal 6,889 (43,135) 8,937 (46,831)

Set off of tax (2,987) 2,987 (2,333) 2,333

Total deferred tax assets/(liabilities) 3,902 (40,148) 6,604 (44,498)

* At the reporting date, the Group has statutory tax losses available for offsetting against future profits in Turkish operations. Such carried forward tax

losses do not expire until 2027 Deferred tax assets have been recognised in respect of these items since it is probable that future taxable profits will

be available against which the Group can utilise the benefits there from.

The following is the analysis of deferred tax assets/(liabilities) presented in the consolidated balance sheet:

(USD’000)

Property and

equipment

Tax losses

carried

forward

Provision for

employment

termination

indemnity and

vacation pay

Intangible

assets Other Total

At 1 April 2021 (4,560) 7,737 223 (45 ,654) 4,068 (38,186)

(Charge)/credit to profit

or loss 239 (5,097) (68) 2,478 2,252 (196)

Through equity – – – – 7 7

Exchange differences (168) (1,380) (45) 2,144 (70) 481

At 31 March 2022 (4,489) 1,260 110 (41,032) 6,257 (37, 894)

(Charge)/credit to profit

or loss 1,724 (1,148) 46 2,120 (1,912) 830

Through equity – – – – 11 11

Exchange differences 13 – (15) 1,077 (268) 807

At 31 March 2023 (2,752) 112 141 (37, 835) 4,088 (36,246)

As at 31 March 2023 and 31 March 2022, the breakdown of the tax losses carried forward in terms of their final years

of utilisation is as follows:

2023 2022

Expiry years of the tax losses carried forward

(USD’000) Recognised Unrecognised Recognised Unrecognised

2022 – – 925 2,475

2023 – 1,261 – 1,292

2024 – 2,189 1,952 2,243

2025 – 1,912 1,687 1,960

2026 – 3,963 913 4,062

2027 488 1,475 – –

488 10,800 5,477 12,032

Unrecognised deferred tax assets

At the reporting date, the Group has Turkey and Montenegro statutory tax losses available for offsetting against

future profits which are shown on above table. Such carried forward tax losses do not expire until 2027. Deferred

tax assets have not been recognised in respect of some portions of these items since it is not probable that future

taxable profits will be available against which the Group can utilise the benefits thereof.

Notes to the consolidated financial statements continued

173Global Ports Holding PLC Annual Report 2023

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Amounts recognised in OCI

2023 2022

(USD ‘000) Before tax

Tax (expense)/

benefit Net of tax Before tax

Tax (expense)/

benefit Net of tax

Remeasurement of defined

benefit liability (116) 23 (93) (65) 16 (49)

Foreign operations – foreign

currency translation

differences (4,634) – (4,634) (15,460) – (15,460)

Equity accounted investees –

share of OCI 88 – 88 (667) – (667)

Net investment hedge – – – (793) – (793)

Cash flow hedges 29 – 29 83 – 83

Total (4,633) 23 (4,610) (16,902) 16 (16,886)

Uncertainty over income tax treatments

The Group believes that its accruals for tax liabilities are adequate for all open tax years based on its assessment of

many factors, including interpretations of tax law and prior experience.

17 Trade and other receivables

As at 31 March 2023 and 31 March 2022, trade and other receivables comprised the following:

2023

(USD ‘000)

2022

(USD ‘000)

Trade receivables 14,791 11,789

Deposits and advances given* 4,998 5,052

Other receivables** 3,861 4,307

Total trade and other receivables 23,650 21,148

* Deposits and advances given is related to a cash guarantee blocked under Italian Notary to give a letter of Guarantee to Venezia Sviluppo related to

the extension of the transaction explained in note 29 (b). As per IAS 32, the Company still has the right to receive the cash back and therefore has

been accounted for as a financial asset. As this asset is not held to collect interest, is measured at FVTPL as per IFRS 9 (see note 34).

As at 31 March 2023 and 31 March 2022, trade receivables comprised the following:

2023

(USD ‘000)

2022

(USD ‘000)

Receivables from customers 14,380 11,313

Contract assets 411 476

Doubtful receivables 3,159 2,820

Expected credit loss provision (3,159) (2,820)

Total 14,791 11,789

Movements in the allowance for doubtful trade receivables for the years ended 31 March 2023 and 31 March 2022,

comprised the following:

2023

(USD ‘000)

2022

(USD ‘000)

Balance at the beginning of the year (2,820) (2,770)

Allowance for the year (548) (1,051)

Collections 16 47

Translation difference 121 676

Written off during the year 72 278

Balance at the end of the year (3,159) (2,820)

As at 31 March 2023, current trade receivables mature between 1-3 months (2022: 3-6 months).

Credit risk and foreign currency risk with respect to trade and other receivables are disclosed in Note 34.

Loss allowance in respect of trade receivables is recognised in administrative expenses.

174 Global Ports Holding PLC Annual Report 2023

18 Other assets

Other non-current assets

As at 31 March 2023 and 31 March 2022, other non-current assets comprised the following:

2023

(USD ‘000)

2022

(USD ‘000)

Housing loans given to employees* 1,531 1,882

Deposits and guarantees given 1,198 340

Prepaid expenses 57 146

Advances given 3 5

Other investments 2 2

Total 2,791 2,375

* As a state-owned company before being acquired by the Group, Port of Adria had granted housing loans to its employees with a maturity of up

to 35 years. The housing loans were acquired as part of business combinations and recognised at fair value on acquisition date. Subsequent to the

acquisition date the loans have been held as financial assets at amortised cost. Whilst there is credit risk associated with the collection of these loans

the Group has mortgage security over the relevant properties and the value of the properties is expected to cover the outstanding amount in the

event of a default.

Other current assets

As at 31 March 2023 and 31 March 2022, other current assets comprised the following:

2023

(USD ‘000)

2022

(USD ‘000)

Prepaid expenses 2,714 1,115

Prepayments* 1,001 23,347

Value added tax receivable 717 707

Housing loans 154 139

Advances given 64 98

Other – –

Total 4,650 25,406

* Advances given to a construction subcontractor in Nassau Cruise Port

19 Inventories

As at 31 March 2023 and 31 March 2022, inventories comprised the following:

2023

(USD ‘000)

2022

(USD ‘000)

Commercial goods 328 271

Other inventories* 636 667

Total 964 938

* Other inventories comprised of replacement parts for the machinery park of Port of Adria.

The cost of inventories recognized as an expense on Cost of Sales during the year in respect of duty free operations

run in Valletta Cruise Port and guest information centre sales in other ports was USD 1,676 thousand (31 March

2022: USD 638 thousand).

Notes to the consolidated financial statements continued

175Global Ports Holding PLC Annual Report 2023

Financial statements Shareholder informationGovernance reportStrategic report

20 Cash and cash equivalents

As at 31 March 2023 and 31 March 2022, cash and cash equivalents comprised the following:

2023

(USD ‘000)

2022

(USD ‘000)

Cash on hand 105 57

Cash at banks 118,062 99,605

– Demand deposits 99,871 98,010

– Time deposits 18,221 1,595

Other cash and cash equivalents 34 25

Cash and cash equivalents 118,201 99,687

As at 31 March 2023 and 31 March 2022, maturities of time deposits comprised the following:

2023

(USD ‘000)

2022

(USD ‘000)

Up to 1 month 2 2

1-3 months 18,219 1,593

Total 18,221 1,595

As at 31 March 2023 and 31 March 2022, the ranges of interest rates for time deposits are as follows:

2023 2022

Interest rate for time deposit-TL (highest) 25.0% 2.5%

Interest rate for time deposit-TL (lowest) 8.5% 2.0%

Interest rate for time deposit-USD (highest) – –

Interest rate for time deposit-USD (lowest) – –

Interest rate for time deposit-EUR (highest) 0.15% 0.15%

Interest rate for time deposit-EUR (lowest) 0.05% 0.05%

As at 31 March 2023, cash at bank held at Antigua, Nassau Cruise Port, Ege Port and Port of Adria amounting

to USD 12,621 thousand (31 March 2022: USD 11,962 thousand) is restricted due to debt service reserve

amounts regarding financing agreements and subscription guarantees (Note 26). Debt service reserve

guarantees were given for the following period’s interest and principal payment and can be used when

requested for investment purposes.

The Group’s exposure to interest rate risk and sensitivity analysis for financial assets and liabilities is disclosed in

Note 34.

21 Capital and reserves

(a) Share capital

The Company’s shares are ordinary voting shares. There are no preferential rights attached to any shares of

the Company.

The details of paid-up share capital as of 31 March 2023 and 31 March 2022 are as follows:

Number of

‘000

Share capital

USD’000

Share Premium

USD’000

Balance at 1 April 2021 62,827 811 –

Balance at 31 March 2022 62,827 811 –

Balance at 31 March 2023 62,827 811 –

176 Global Ports Holding PLC Annual Report 2023

21 Capital and reserves continued

(b) Nature and purpose of reserves

(i) Translation reserves

The translation reserves amounting to USD 43,100 thousand (31 March 2022: USD 46,462 thousand) are recognised

as a separate account under equity and comprises foreign exchange differences arising from the translation of the

consolidated financial statements of subsidiaries and equity-accounted investees from their functional currencies

(Euro and TL) to the presentation currency USD.

(ii) Legal reserves

Under the Turkish Commercial Code, Turkish companies are required to set aside first and second level legal

reserves out of their profits. First level legal reserves are set aside as up to 5% of the distributable income per

the statutory accounts each year. The ceiling of the first level reserves is 20% of the paid-up share capital. The

requirement to set aside ends when 20% of the paid-up capital level has been reached. Second level legal reserves

correspond to 10% of profit distributed after the deduction of the first legal reserves and the minimum obligatory

dividend pay-out, but holding companies are not subject to this regulation. There is no ceiling for second level legal

reserves and they are accumulated every year. First and second level legal reserves cannot be distributed until

they exceed 50% of the capital, but the reserves can be used for offsetting the losses in case free reserves

are unavailable. As at 31 March 2023, the legal reserves of the Group amounted to USD 6,014 (31 March 2022:

USD 6,014 thousand).

(iii) Hedging reserves

Net investment hedge

In the years ended 31 March 2023 and 31 March 2022, the Company has no active net investment

hedge arrangements.

Cash flow hedge

The Group entered into an interest rate swap as of 30 September 2014, in order to hedge its position against

changes in interest rates. The effective portion of the cash flow hedge that was recognised in other comprehensive

income was USD 142 thousand income (31 March 2022: USD 253 thousand income). The amount that was

reclassified from equity to profit and loss within the cash flow hedges – effective portion of changes in fair value

line item for the year was USD 113 thousand (31 March 2022: USD 170 thousand) recognized as financial expenses in

the profit and loss statement.

Notes to the consolidated financial statements continued

177Global Ports Holding PLC Annual Report 2023

Financial statements Shareholder informationGovernance reportStrategic report

The hedge instrument payments will be made in the periods shown below, at which time the amount deferred in

equity will be reclassified to profit and loss:

3 months

or less

(USD ‘000)

More than 3

months but less

than 1 year

(USD ‘000)

5 years or less

but more than

1 year

(USD ‘000)

More than

5 years

(USD ‘000)

Net cash outflows exposure

Liabilities 47 32 23 –

At 31 March 2022 47 32 23 –

Net cash outflows exposure

Liabilities (27) (14) – –

At 31 March 2023 (27) (14) – –

(iv) Merger reserves

On 17 May 2017, Global Ports Holding PLC was listed on the Standard Listing segment of the Official List and trading

on the Main Market of the London Stock Exchange. As part of a restructuring accompanying the Initial Public

Offering (“IPO”) of the Group on 17 May 2017, Global Ports Holding PLC replaced Global Liman Isletmeleri A.S. as

the Group’s parent company by way of a Share exchange agreement. Under IFRS 3 this has been accounted for as

a Group reconstruction under merger accounting. These consolidated financial statements have been prepared as

a continuation of the existing Group. Merger accounting principles for this combination have given rise to a merger

reserve of USD 225 million. This has been transferred from the merger reserve to retained earnings subsequent to

the share capital reduction, as it does not have any features distinct from retained earnings.

Dividend distribution declarations are made by the Company in GBP and paid in USD in accordance with its articles

of association, after deducting taxes.

The Board of the Company has decided to suspend dividends with a resolution dated March 2020. Accordingly no

dividend was decided or distributed during the year ended 31 March 2023 and 31 March 2022.

The Group has not made any dividend distribution to non-controlling interests during the year ended 31 March 2023

(No dividend distribution during the year ended 31 March 2022).

178 Global Ports Holding PLC Annual Report 2023

22 Non-controlling interests

Summarised financial information in respect of each of the Group’s subsidiaries that have non-controlling interests

is set out below. The summarised financial information below represents amounts before intragroup eliminations

for the year ended 31 March 2023:

(USD ‘000) Ege Port

Bodrum

Cruise Port Valletta Port of Adria BPI Cruceros Canary Islands Alicante Cagliari Catania Nassau

Balearic

Handling

Shore

Handling Total

NCI percentage 27.50% 40.00% 44.40% 36.79% 38.00% 38.00% 20% 20% 29.11% 36.83% 51.00% 49.00% 49.00%

Non-current assets 21,973 4,640 106,107 52,226 84,391 16,112 5,838 1,187 1,824 1,766 352,675 262 1,209

Current assets 18,156 2,087 3,552 (2,956) 8,704 1,508 1,230 (115) 1,045 165 35,532 1,059 386

Non-current liabilities 2,880 1,555 51,358 24,701 24,035 11,358 4,262 1,028 797 659 268,391 – 148

Current liabilities 7,489 731 4,728 6,620 5,038 2,754 2,339 99 337 489 54,438 312 36

Net assets 29,760 4,441 53,573 17,9 49 64,022 3,508 467 (55) 1,735 783 65,378 1,009 1,411

Net assets attributable to NCI 8,184 1,776 23,805 6,609 24,329 1,333 93 (11) 505 288 33,343 494 692 101,440

Revenue 18,809 4,673 11,996 8,510 21,323 2,834 2,611 7 947 1,053 129,651 1,023 1,356

Profit 6,258 2,354 758 (1,820) 5,219 (243) 444 (56) 59 72 19,230 261 330

OCI (47) (20) (1,297) (587) (982) (158) 19 (2) (39) (14) – (7) (12)

Total comprehensive income 6,211 2,334 (539) (2,407) 4,237 (401) 463 (58) 20 58 19,230 254 318

Profit for the year attributable

to NCI 1,721 942 348 (670) 1,984 (93) 89 (11) 17 25 9,807 128 162 14,449

OCI for the year attributable

to NCI (13) (8) (569) (216) (385) (60) 4 – (11) (5) – (3) (6) (1,272)

Dividends paid to NCI – – – – – – – – – – – – –

Net cash inflow/(outflow) from

operating activities 8,166 2,072 2,611 2,120 11,015 1,517 101 26 231 67 68,645 190 225

Net cash inflow/(outflow) from

investing activities (282) (193) (334) (52) (282) (26) (5,158) (1,097) (44) (180) (97,9 89) (30) (5)

Net cash inflow/(outflow) from

financing activities (7, 942) (1,357) (1,599) (1,867) (5,978) (1,642) 1,836 94 (170) 38 (18,975) (14) (35)

Net cash inflow/(outflow) (58) 522 679 201 4,755 (151) (3,221) (977) 17 (75) (48,319) 146 185

Summarised financial information in respect of each of the Group’s subsidiaries that have non-controlling interests

is set out below. The summarised financial information below represents amounts before intragroup eliminations

for the year ended 31 March 2022:

(USD ‘000) Ege Port

Bodrum

Cruise Port Valletta Port of Adria BPI Cruceros Cagliari Catania Nassau

Balearic

Handling

Shore

Handling Total

NCI percentage 27.50% 40.00% 44.40% 36.21% 38.00% 38.00% 29.11% 36.83% 51.00% 49.00% 49.00%

Non-current assets 24,336 4,644 111,545 58,146 94,224 19,399 2,304 1,954 239,988 287 1,382

Current assets 10,486 202 1,455 61 2,458 1,469 773 457 116,043 624 252

Non-current liabilities 5,000 1,746 53,355 29,343 30,433 12,849 968 1,286 274,027 9 197

Current liabilities 6,273 993 5,551 8,509 8,125 2,420 394 400 35,856 146 344

Net assets 23,549 2,106 54,094 20,356 58,124 5,599 1,715 725 46,148 755 1,094

Net assets attributable to NCI 6,477 842 24,027 7,495 22,087 2,127 499 267 23,536 370 536 88,263

Revenue 1,504 665 6,333 8,605 5,124 1,086 382 220 100,269 569 510

Profit (6,498) (532) (291) (2,945) (11,145) (1,383) 313 (55) (1,198) 286 (354)

OCI (33) (10) (2,932) (1,185) (3,094) (348) (88) (38) 24,146 (36) (65)

Total comprehensive income (5,655) (542) (3,223) (4,130) (14,239) (1,731) 225 (93) 22,948 250 (419)

Profit for the year attributable to NCI (1,788) (213) (130) (1,084) (4, 235) (525) 91 (20) (611) 140 (173) (8,548)

OCI for the year attributable to NCI (9) (4) (1,302) (436) (1,170) (132) (26) (14) – (18) (32) (3,143)

Dividends paid to NCI – – – – – – – – – – –

Net cash inflow/(outflow) from operating activities (3,119) 344 2,453 790 554 (46) 659 221 (3,252) 99 (110)

Net cash inflow/(outflow) from investing activities (11) (44) (253) (104) 1,291 (14) 3 (47) (114,537) (2) –

Net cash inflow/(outflow) from financing activities 2,170 1,691 (2,923) 112 (6,281) (963) (179) (94) 95,940 (121) (24)

Net cash inflow/(outflow) (960) 1,990 (722) 798 (4,436) (1,023) 482 80 (21,848) (24) (134)

Notes to the consolidated financial statements continued

179Global Ports Holding PLC Annual Report 2023