ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 1 of 159
LAMPSA HELLENIC HOTELS S.A.
Societe Anonyme Reg. Nr.: 6015/06/B/86/135 GEMI Reg. Nr.: 223101000
Vasileos Georgiou Α1, 10654, Athens
ANNUAL FINANCIAL REPORT
For the period ended as at December 31, 202
3
According to Article 4 of Law 3556/2007
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 2 of 159
TABLE OF CONTENTS
Α. Representations of the Members of the Board of Directors
.....................................................................
4
Β. Independent Auditor’s Report
................................................................................................................
5
C. Annual Report of the Board of Directors
...............................................................................................
11
Corporate Governance Statement of the Company “LAMPSA HELLENIC HOTELS S.A.”
............................
53
Meetings and decision making
.................................................................................................................
82
Appointment of members of the Audit Committee
........................................................................
83
D. Annual Financial Statements
...............................................................................................................
97
Statement of Financial Position
................................................................................................................
98
Statement of Comprehensive Income
.......................................................................................................
99
Statement of Changes in Equity
.............................................................................................................
101
Statement of Cash Flows
.......................................................................................................................
103
Notes to the Financial Statements
..........................................................................................................
104
1.
General information
...................................................................................................................
104
2.
Framework for preparation of financial statements
......................................................................
105
2.1.
Changes
to Accounting Policies
..................................................................................
105
2.2.
Changes to Accounting Policies
–
New Standards and Interpretations
.........................
105
2.2.1
New Standards, Interpretations, Revisions and Amendments to existing Standards that are
effective and have been adopted by the European Union
.............................................
105
2.2.2
New Standards, Interpretations, Revisions and Amendments to existing Standards that have
not been applied yet or have not been adopted by the European Union
........................
106
2.3.
Significant accounting judgments, estimates and assumptions
....................................
107
3.
Significant Accounting Policies
..................................................................................................
109
3.1.
General
......................................................................................................................
109
3.2.
Consolidation and investments in associates
..............................................................
109
3.3.
Foreign currency translation
.......................................................................................
110
3.4.
Segment reporting
......................................................................................................
111
3.5.
Revenue and expenses recognition
.............................................................................
111
3.6.
Borrowing cost
...........................................................................................................
112
3.7.
Goodwill
.....................................................................................................................
113
3.8.
Other
intangible
assets
...............................................................................................
113
3.9.
Property, plant and equipment
....................................................................................
113
3.10.
Impairment of Assets
..................................................................................................
114
3.11.
Non-
current assets classified as held for sale and discontinued operations
..................
114
3.12.
Leases
.......................................................................................................................
115
3.13.
Financial Assets
.........................................................................................................
115
3.14.
Fair value determination
.............................................................................................
117
3.15.
Inventory
....................................................................................................................
117
3.16.
Accounting for Income Tax
.........................................................................................
117
3.17.
Cash and cash equivalents
.........................................................................................
118
3.18.
Equity
........................................................................................................................
118
3.19.
Retirement benefits and short
-
term employee benefits
.................................................
118
3.20.
Financial Liabilities
.....................................................................................................
119
3.21.
Other provisions, contingent liabilities and contingent assets
......................................
120
4.
The Group structure
...................................................................................................................
120
5.
Notes to
financial
statements
......................................................................................................
122
5.1.
Segment reporting
......................................................................................................
122
5.2.
Property, plant and equipment
....................................................................................
123
5.3.
Intangible assets
........................................................................................................
125
5.4.
Investments in subsidiaries
........................................................................................
126
5.5.
Financial assets at fair value through other comprehensive income
.............................
127
5.6.
Other
long-term
receivables
........................................................................................
127
5.7.
Inventory
....................................................................................................................
128
5.8.
Trade and other receivables and other assets
..............................................................
128
5.9.
Cash
and
cash
equivalent
...........................................................................................
128
5.10.
Equity
........................................................................................................................
129
5.11.
Employee
retirement
benefit
obligations
......................................................................
131
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 3 of 159
5.12.
Loan liabilities
............................................................................................................
132
5.13.
Lease Liabilities
..........................................................................................................
134
5.14.
Deferred tax assets and liabilities
................................................................................
136
5.15.
Other provisions
.........................................................................................................
143
5.16.
Trade payables
...........................................................................................................
143
5.17.
Income
Tax
Payable
....................................................................................................
143
5.18.
Other short
-
term liabilities & Contractual obligations
...................................................
143
5.19.
Analysis of Income Statement
.....................................................................................
144
5.20.
Financial income / expenses & other financial results
..................................................
147
5.21.
Income Tax
.................................................................................................................
147
5.22.
Profit / (Loss) per share
..............................................................................................
148
5.23.
Transactions with related parties
.................................................................................
149
5.24.
Employee benefits
......................................................................................................
150
5.25.
Operating leases
.........................................................................................................
150
5.26.
Contingent assets /
liabilities
– Litigations
...................................................................
151
5.27.
Guarantees
.................................................................................................................
152
6.
Risk management objectives and politics
...................................................................................
152
7.
Capital
management
policies
and
procedures
.............................................................................
156
8.
Fair value determination
.............................................................................................................
157
9.
Post Balance
Sheet
date
events
..................................................................................................
157
Ε. Annual Financial Statements publication website
...............................................................................
159
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 4 of 159
Α. Representations of the Members of the Board of Directors
(under Article 4, par. 2, Law 3556/2007)
We hereby certify that as far as we know:
a) The attached annual separate and consolidated Financial Statements of “LAMPSA HELLENIC
HOTELS S.A.” for the period ended as at December 31, 2023 prepared according to the effective
International Financial Reporting Standards, present truly and fairly the assets and liabilities, the equity
and the financial results of the Company as well as of the consolidated companies as a total.
b) The annual management report of the Board of Directors presents in a true and fair view the
development, the performance and the financial position of the Company, as well as the companies
consolidated as a total, including the description of the main risks and uncertainties they face.
Athens, April 29, 2024
The designees,
PRESIDENT OF THE BOARD
OF DIRECTORS
CHIEF EXECUTIVE OFFICER
MEMBER OF THE BOARD OF
DIRECTORS
CHLOE MARIA LASKARIDI
ANASTASIOS HOMENIDIS
GEORGE GALANAKIS
ID NUM. ΑΜ 632086
ID NUM.
ΑΙ 506406
ID NUM.
ΑΜ 536478
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 5 of 159
Β. Independent Auditor’s Report
To the shareholders of “LAMPSA HELLENIC HOTELS S.A.”
Report on the Audit of the Separate and Consolidated Financial Statements
Opinion
We have audited the accompanying separate and consolidated financial statements of the company
“LAMPSA HELLENIC HOTELS S.A.” (the Company), which comprise the separate and consolidated
balance sheet as at December 31
st
, 2023, the separate and consolidated income statements and
statements of comprehensive income, changes in equity and cash flows for the year then ended, as well
as a summary of significant accounting policies and methods and other explanatory notes.
In our opinion, the accompanying separate and consolidated financial statements present fairly, in all
material respects, the financial position of the Company “LAMPSA HELLENIC HOTELS S.A.” and its
subsidiaries (the Group) as of December 31
st
, 2023, their financial performance and their cash flows for
the year then ended in accordance with International Financial Reporting Standards (IFRS) as endorsed
by the European Union.
Basis for Opinion
We conducted our audit in accordance with the International Standards on Auditing (ISAs) as they have
been transposed in Greek Legislation. Our responsibilities under those standards are described in the
“Auditor’s responsibilities for the audit of the separate and consolidated financial statements” section of
our report. During our audit, we remained independent of the Company and the Group within the entire
course of our appointment, in accordance with the International Ethics Standards Board for Accountants’
Code of Ethics for Professional Accountants (IESBA Code) as transposed in Greek legislation and the
ethical requirements relevant to the audit of the separate and consolidated financial statements in Greece.
We have fulfilled our responsibilities in accordance with the provisions of the currently enacted law and
the requirements of the IESBA Code. We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our
audit of the separate and the consolidated financial statements of the current period. These matters and
the related risks of material uncertainty were addressed in the context of our audit of the separate and the
consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide
a separate opinion on these matters.
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 6 of 159
Key Audit Matters
How our audit addressed key audit matter
Revenue Recognition
For the financial year ended December 31,
2023
(01/01/2023
-
31/12/2023),
the
Company's
and
the
Group's
turnover
amounted to € 77.292 k and € 112.
318
k
respectively.
The revenue cycle of the Group and the
Company is an area of special audit
consideration
due
to
the
volume
of
transactions and the complexity of the
information systems necessary for the
provision of services. The Group uses
information systems and internal controls to
ensure
a
comprehensive
revenue
recognition framework.
The disclosures made by the Group in
respect of the accounting policies followed
for revenue recognition are included in
Notes 3.5, 5.1 and 5.19 to the financial
statements.
Our audit approach included among others the
following procedures:
•
We
obtained
an
understanding
of
the
information systems and controls implemented
by the Company's Management regarding
revenue recognition procedures.
•
We conducted, on a sample basis, the audit
procedures on controls related to revenue
recognition in order to obtain a reasonable
guarantee for their effectiveness.
•
We examined the correct transfer of data from
various information systems to the general
ledger.
•
We carried out analytical procedures on the
statistical database to verify the revenue.
•
We examined on a sample basis the accuracy
of
revenue
recognition
by
comparing
transactions with the relevant supporting
documents/contracts.
•
We assessed the adequacy of the relevant
disclosures in the financial statements in
accordance with IFRS requirements.
Other information
Management is responsible for the other information. The other information is included in the Board of
Directors’ Report, as referred to the “Report on other Legal and Regulatory Requirements” section, in the
Representations of the Members of the Board of Directors, but does not include the financial statements
and our auditor’s report thereon.
Our opinion on the separate and consolidated financial statements does not cover the other information
and we will not express any form of assurance conclusion thereon.
In connection with our audit of the separate and consolidated financial statements, our responsibility is to
read the other information identified above and, in doing so, consider whether the other information is
materially inconsistent with the separate and consolidated financial statements or our knowledge obtained
in the audit, or otherwise appears to be materially misstated. If, based on the procedures performed, we
conclude that there is a material misstatement therein, we are required to communicate that matter. We
have nothing to report in this respect.
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 7 of 159
Responsibilities of Management and Those Charged with Governance for the separate and
consolidated Financial Statements.
Management is responsible for the preparation and fair presentation of the separate and consolidated
financial statements in accordance with International Financial Reporting Standards, as endorsed by the
European Union, and for such internal control as management determines is necessary to enable the
preparation of separate and consolidated financial statements that are free from material misstatement,
whether due to fraud or error.
In preparing the separate and consolidated financial statements, management is responsible for
assessing the Group’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 management either intends to
liquidate the Company or the Group or to cease operations, or has no realistic alternative but to do so.
The Audit Committee (art. 44 of Law 4449/2017) of the Company is responsible for overseeing the
Company’s and the Group’s financial reporting process.
Auditor’s Responsibilities for the Audit of the separate and consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the separate and the consolidated
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, as they have been transposed in
Greek Legislation, 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 separate and
consolidated financial statements.
As part of an audit in accordance with ISAs as they have been transposed in Greek Legislation, we
exercise professional judgment and maintain professional skepticism throughout the audit. We also:
•
Identify and assess the risks of material misstatement of the separate and consolidated financial
statements, whether due to fraud or error, design and perform audit procedures responsive to those
risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.
The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting
from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the
override of internal control.
•
Obtain an understanding of internal control relevant to the audit in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Company’s and the Group’s internal control.
•
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management.
•
Conclude on the appropriateness of management’s use of the going concern basis of accounting and,
based on the audit evidence obtained, whether a material uncertainty exists related to events or
conditions that may cast significant doubt on the Company’s and the Group’s ability to continue as a
going concern. If we conclude that a material uncertainty exists, we are required to draw attention in
our auditor’s report to the related disclosures in the separate and consolidated financial statements or,
if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 8 of 159
evidence obtained up to the date of our auditor’s report. However, future events or conditions may
cause the Company and the Group to cease to continue as a going concern.
•
Evaluate the overall presentation, structure and content of the separate and consolidated financial
statements, including the disclosures, and whether the separate and consolidated financial statements
represent the underlying transactions and events in a manner that achieves fair presentation.
•
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business activities within the Group to express an opinion on the separate and consolidated financial
statements. We are responsible for the direction, supervision and performance of the audit of the
Company and the Group. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope
and timing of the audit and significant audit findings, including any significant deficiencies in internal control
that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant
ethical requirements regarding independence, and to communicate with them all relationships and other
matters that may reasonably be thought to bear on our independence, and where applicable, related
safeguards.
From the matters communicated with those charged with governance, we determine those matters that
were of most significance in the audit of the separate and consolidated financial statements of the current
period and are therefore the key audit matters.
Report on Other Legal and Regulatory Requirements
1.
Board of Directors’ Report
Taking into consideration that management is responsible for the preparation of the Board of Directors’
Report which also includes the Corporate Governance Statement, according to the provisions of
paragraph 5 of article 2 (part B) of Law 4336/2015, we note the following:
a) The Board of Directors’ Report includes the Corporate Governance Statement which provides the
information required by Article 152, Law 4548/2018.
b) In our opinion, the Board of Directors’ Report has been prepared in accordance with the applicable
legal requirements of articles 150-151 and 153-154 and of paragraph 1 (cases c’ and d’) of article 152
of Law 4548/2018 and its content is consistent with
the accompanying separate and consolidated
financial statements for the year ended as at December 31, 2023.
c) Based on the knowledge we obtained during our audit about the Company “LAMPSA HELLENIC
HOTELS S.A.” and its environment, we have not identified any material inconsistencies in the Board
of Directors’ Report
2.
Additional Report to the Audit Committee
Our audit opinion on the separate and the consolidated financial statements is consistent with the
Additional Report to the Audit Committee referred to in article 11 of EU Regulation 537/2014.
3.
Provision of Non
-
Audit Services
We have not provided to the Company and its subsidiaries prohibited non-audit services referred to in
article 5 of EU Regulation No 537/2014.
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 9 of 159
Authorized non
‐
audit services provided by us to the Company and its subsidiaries during the year ended
as at December 31, 2023 are disclosed in Note 5.19 to the accompanying separate and consolidated
financial statements.
4.
Auditor’s Appointment
We were appointed as statutory auditors for the first time by the General Meeting of shareholders of the
Company on 25/06/2004. Our appointment has been, since then, uninterrupted renewed by the Annual
General Meeting of shareholders of the Company for 19 consecutive years.
5.
Bylaws (Internal Regulation Code)
The Company has in effect Bylaws (Internal Regulation Code) in conformance with the provisions of article
14 of Law 4706/2020.
6.
Assurance Report on European Single Electronic Format
We examined the digital records of the Company “LAMPSA HELLENIC HOTELS S.A.”, prepared in
accordance with the European Single Electronic Format (ESEF) as defined by the European Commission
Delegated Regulation 2019/815, amended by the Regulation (EU) 2020/1989 (ESEF Regulation), which
comprise the separate and consolidated financial statements of the Company and the Group for the year
ended December 31, 2023, in XHTML format
(213800AQG2XP9JM4TF17
-2023-12-31-el.xhtml), as well
as the provided XBRL file
(213800AQG2XP9JM4TF17
-2023-12-31-en.zip) with the appropriate mark-up,
on the aforementioned consolidated financial statements.
Regulatory Framework
The digital records of the ESEF are prepared in accordance with the ESEF Regulation and the Commission
Interpretative Communication 2020/C379/01 of November 10, 2020, in conformance with Law 3556/2007
and the relevant announcements of the Hellenic Capital Market Commission and the Athens Stock
Exchange (ESEF Regulatory Framework):
-
All annual financial reports shall be prepared in XHTML format.
-
For the consolidated financial statements in accordance with IFRS, financial information included in
the statements of comprehensive income, financial position, changes in equity and cash flows shall be
marked-up with XBRL tags, in accordance with the effective ESEF Taxonomy. ESEF technical
specifications, including the relevant taxonomy, are set out in the ESEF Regulatory Technical
Standards.
The requirements set out in the current ESEF Regulatory Framework constitute the appropriate criteria for
expressing a conclusion of reasonable assurance.
Responsibilities of Management and Those Charged with Governance
Management is responsible for the preparation and submission of the separate and consolidated financial
statements of the Company and the Group for the year ended December 31, 2023, in accordance with
the requirements of ESEF Regulatory Framework, and for such internal control as management
determines is necessary to enable the preparation of digital records that are free from material
misstatement, whether due to fraud or error.
Auditor’s Responsibilities
Our responsibility is to design and conduct this assurance engagement in accordance with No. 214/4/11-
02-2022 Decision of the Board of Directors of the Hellenic Accounting and Auditing Standards Oversight
Board (HAASOB) and the "Guidelines on the auditors’ engagement and reasonable assurance report on
European Single Electronic Format (ESEF) for issuers whose securities are admitted to trading on a
regulated market in Greece" as issued by the Institute of Certified Public Accountants of Greece on
14/02/2022 (hereinafter "ESEF Guidelines"), in order to obtain reasonable assurance that the separate
and the consolidated financial statements of the Company and the Group, prepared by the management
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 10 of 159
in accordance with ESEF are in compliance, in all material respects, with the effective ESEF Regulatory
Framework.
We conducted our work in accordance with the Code of Ethics for Professional Accountants (IESBA Code)
issued by the International Ethics Standards Board for Accountants, as incorporated in Greek legislation
and we have complied with the ethical requirements of independence, in accordance with Law 4449/2017
and EU Regulation 537/2014.
We conducted our assurance work in accordance with the International Standard on Assurance
Engagements (ISAE) 3000 “Assurance Engagements other than Audits or Reviews of Historical Financial
Information” and our procedures are limited to the requirements of ESEF Guidelines. Reasonable
assurance is a high level of assurance, but is not a guarantee that this work will always detect a material
misstatement of non-compliance with the requirements of ESEF Regulation.
Conclusion
Based on the procedures performed and the evidence obtained, we conclude that
the separate and
consolidated financial statements of the Company and the Group for the year ended December 31, 2023,
in XHTML format
(213800AQG2XP9JM4TF17-2023-12-31-en.xhtml)
, as well as the provided XBRL file
(213800AQG2XP9JM4TF17-2023-12-31-en.zip)
with the appropriate mark-up on the above consolidated
financial statements, have been prepared, in all material respects, in accordance with the requirements
of the ESEF Regulatory Framework.
Athens, April 29, 2024
The Certified Public Accountant
Thanasis Xynas
Registry Num. SOEL 34081
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 11 of 159
C.
Annual Report of the Board of Directors
of the Company
«LAMPSA HELLENIC HOTELS S.A.»
on the consolidated and corporate Financial Statements
for the year January 1st to December 31st 2023
Dear Shareholders,
The current Annual Report of the Board of Directors pertains to the closing year from 1/1/2023 to
31/12/2023 and has been prepared in accordance with the provisions of CL 4548/2018 Article 150
-154
and the provisions of Law 3556/2007, Article 4, paragraphs 2 (c), 6, 7 & 8 and the decision of the Hellenic
Cap
ital Market Commission 7/448/11.10.2007, Article 2, and the Company’s Articles of Association. The
current report includes the audited separate and consolidated financial statements, the notes to the
financial statements and the Independent Auditor’s Report. The current report summarized information on
the Group and the Company “LAMPSA HELLENIC HOTELS S.A.”, financial data aimed at providing
general information to the shareholders and the investing public about the financial performance and the
results, the overall course of development and the changes made during the closing year (01.01.2023 -
31.12.2023), significant events that took place and their impact on the financial statements of the same
year. It also describes the main risks and uncertainties that the Group and the Company may face in the
future, as well as significant transactions between the Issuer and its related parties and
presents the most
significant non-financial information affecting the Company and the Group, aimed at providing general
reporting to the shareholders and the investing public.
The current report accompanies the annual financial statements (01/01/2023 - 31/12/2023) and is included
together with the full text of the representations of the BoD members. Given that the Company also
prepares consolidated financial statements, this report is unified, with the principal point of reference of
the consolidated financial statements and with reference to corporate financial data of “LAMPSA
HELLENIC HOTELS S.A.”, only where appropriate or necessary for better understanding its contents.
The Report presents in a brief but effective way all the necessary significant units, based on the above
legislative framework and records, and reflects, in a true and fair manner, all the relevant information,
required by legislation, in order to provide essential and
thorough information about the operations within
the aforementioned period of “LAMPSA HELLENIC HOTELS S.A.” (hereinafter “The Company”) as well
as the Group.
Α. Financial Developments and Data on the course of the reporting year
Financial Information
The Group mainly operates in the hotel segment where in 2023 tourism made a significant recovery,
resulting in the gradual return of some of the lost hotel revenue dynamics. In June, it became obvious that
this dynamics substantially improved and, therefore, the Group’s total revenues were higher than in the
last corresponding period, before the pandemic crisis (2019). Significant changes have also taken place
in the factors affecting the sales mix, as there is now a large increase in revenues from leisure tourism,
with an increased average room rate, while conference tourism and business travel have recently begun
to gradually recover.
The Group's operations are reflected in the financial sizes of the luxury hotel market of Athens and
consequently of the Group in 2023.
Room occupancy in the luxury hotel market in Athens increased by 10,3% compared to the corresponding
period of 2022 setting the ratio at 72,7% compared to 65,9% in 2022. The average hotel room rate
increased by 12,6% compared to 2022, reaching € 232,25 against € 206,17 in 2022. Consequently,
revenue per available room increased in Athens luxury hotels by 24,
3% (€ 168
,92 against € 135,91 in
2022) and similarly total room revenue increased.
The "Great Britain" Hotel recorded an increase in sales of 16,91% compared to the corresponding period
of 2022, while the "King George" Hotel recorded an increase in sales of 14,03%. The “Athens Capital”
hotel recorded an increase in sales of 26,29%.
Regarding the Group Hotels in Serbia, the "Hyatt Regency Belgrade" recorded an increase of 22,79%,
while the "Mercure Excelsior" recorded an increase of 17,37%. The data regarding the Group’s hotels are
as follows:
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 12 of 159
Regarding the Group's profitability, it's essential to note significant price increases across various product
categories (including food, beverages, consumables, and materials) and in transportation costs for
products and fixed assets, primarily due to soaring fuel prices. Furthermore, challenges such as difficulties
in recruiting qualified personnel and rising payroll expenses, compounded by the Company's participation
in the SYN-ERGIA payroll subsidy program during the first half of the previous period in 2022, have also
impacted financial performance.
On the basis of the aforementioned, the most significant items of the Financial Statements changed as
follows:
•
In 2023, the Group’s
Turnover
amounted to € 112.
318 k compared to € 94
.
081 k in 2022, recording
an increase of 19,
38%. Turnover of the parent company (Hotels "Great Britain" and "King George")
amounted to € 77.292 k compared to € 66.120 k in 2022, increased by 16,90%.
•
In 2023, consolidated
Gross Results
amounted to profit € 46.
980 k against profit € 38
.004 k in 2022,
while the gross profit margin changed from profit 40,40% in 2022 to profit 41,
83% in 2023. The parent
company's gross results amounted to profit € 35.949 k compared to profit € 29.
338 k in 2022. The
Company's gross profit margin increased from profit of 44,37% in 2022 to profit of 46,51% in 2023.
•
In 2023, the Group's and the Company’s
Administrative Expenses
amounted to € 17.624 k, and €
13.113 k respectively, compared to € 13.
789
k and € 10.139 k in 2022. The increase in administrative
expenses is primarily attributed to the Group and the Company incurring incentive fees to
management companies, amounting to € 1.567 k and € 1.
398
k respectively.
•
The Group’s and the Company’s
Other Expenses
decreased by € 159 k and increased by € 1.005 k
respectively. The Company’s increase is due to VAT settlement of fixed assets arising from the
Rhodes hotel unit sale in the previous year.
•
Group’s operating profit / (loss) (before tax, interest, depreciation and amortization
-
EBITDA
amounted to profit € 34.006 k compared to profit € 29.104 k in 2022, increased by 16,
84%. Similarly,
the Parent Company EBITDA amounted to profit € 24.
438 K against profit € 22
.099 k in 2022,
increased by 10.59%.
•
The Group's
Profit or Loss before tax
amounted to profit € 22.200 k, compared to profit € 13.927 k
in 2022. Respectively the Parent’s Profit or Loss amounted to profit € 18
.036 k compared to profit €
14.224 k in the comparative fiscal year 2022.
•
In the current fiscal year 2023, the Group's and the Company's
Financial Costs
increased by € 325
k and € 160 k respectively, mainly due to the measurement of the Company's bond loan under the
effective interest rate method on the basis of the new increased Euribor rates as of December 31,
2023.
•
The Group's and the Company's
Financial Income
amounted to € 4.120 k and € 4.004 k respectively
for the period 01.01.-31.12.2023 (01.01.-31.12.2022: € 114 k for the Group and € 99 k for the
Company) mainly arising from the Modification of the new Loan signed by the Company on 31
January 2023, as well as from credit interest on the
Financial Assets held by the Company.
Results for
2023
Grand
Bretagne
King
George
Athens
Capital
Hyatt
Belgrade
Sheraton
Rhodes
Excelsior
Revenue per available room
353,26
318
,31
209,53
98
,92
52,33
Hotel occupancy rate
70,30%
67,56%
75,49%
71,00%
65,30%
Average hotel room price
502,50
471,14
277,56
139,39
80
,15
Results for
2022
Grand
Bretagne
King
George
Athens
Capital
Hyatt
Belgrade
Sheraton
Rhodes
Excelsior
Revenue per available room
303,62
277,31
166,
08
79,
38
113,54
44,33
Hotel occupancy rate
65,64%
68
,52%
69,17%
63,90%
72,
88%
67,34%
Average hotel room price
462,56
404,72
240,09
124,26
155,
8
65,
83
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 13 of 159
•
The Group's
Net results after tax and minority interests
amounted to profit € 15.
842 k compared
to profit € 10.369 k in 2022. The Parent’s net results after tax and minority interests amounted to profit
€ 13.037 k compared to profit € 10.
825 k in 2022. In the previous year,
net results (after tax and
before non
-
controlling interests)
from discontinued operations of the Group amounted to profit of
€ 1.947 k, while the Company's amounted to profit € 13.535 k in 2022.
The following companies were incorporated in the current period:
Company
Func.
Currency
Domicile
Participating
interest %
Equity
shares
Consoli
dation
Method
Participation
LAMPSA HELLENIC HOTELS S.A.
€
GREECE
Parent
KRIEZOTOU TOURISTIKI SINGLE MEMBER
S.A.
€
GREECE
100,00%
Full
Direct
ZALOKOSTA TOURISTIKI SINGLE MEMBER
S.A.
€
GREECE
100,00%
Full
Direct
ELATOS DEVELOPMENT SINGLE MEMBER
PC
€
GREECE
100,00%
Full
Direct
ATHINAIKI EPISITISTIKI SINGLE MEMBER
P.C.
€
GREECE
100,00%
Full
Direct
LUELLA ENTERPRISES LTD
€
CYPRUS
100,00%
Full
Direct
SELENE ENTERPRISES LTD
€
CYPRUS
75,00%
Full
Direct
BEOGRADSKO MESOVITO PREDUZECE
€
SERBIA
94,60%
5,40%
Full
Indirect
EXCELSIOR BELGRADE SOCIATE OWNED
€
SERBIA
100,00%
Full
Indirect
MARKELIA ENTERPRISES COMPANY LTD
€
CYPRUS
100,00%
Full
Indirect
Alternative performance indicators
-
Value creation and performance measurement factors
The Group evaluates results and performance on a monthly basis, timely and effectively identifying
deviations from the objectives and taking corrective measures. The Group's performance is measured
using the following international financial performance indicators:
-EBITDA (Operating Earnings Before Interest, Taxes, Depreciation & Amortization): The Group defines
“Group EDITDA” sizes as
profit / (loss) before taxes adjusted for financial and investment result purposes,
in respect of total depreciation and amortization (tangible and intangible fixed assets) as well as the effects
of special factors, such as
share in operating results of associates when they are active in one of the
Business Segments and the effects of write-offs made under transactions conducted with the
aforementioned associates.
- ROCE (Return on Capital Employed): The index divides the earnings before interest and taxes to total
capital employed of the Group which is the sum of equity, total loans and long-term provisions.
- ROE (Return on Equity): The index divides the profit after tax attributable to equity holders of the parent
by the equity attributable to shareholders of the parent.
The above indicators for 2023 compared to 2022 calculated for the continuing operations were as follows:
2023
2022
EBITDA
34.006
29.104
ROCE
11,06%
8
,72%
ROE
15,
98
%
10,21%
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 14 of 159
Β. Significant
Events
SIGNIFICANT EVENTS IN 2023
Α
) Singing a Common Secured Bond Loan Agreement
on January 30, 2023, the Company signed a Common Secured Bond Loan
Agreement, with a term of
twelve years and six months and an amount of € 75.100.470, under which "EUROBANK ERGASIAS SA",
"ALPHA BANK SA." and "NATIONAL BANK OF GREECE SA" agreed to cover, undertake and purchase
the bond securities, which the Company will issue and deliver to them.
The sum of the six-month EURIBOR rate plus a margin was agreed upon as the contractual interest rate
of the bond loan.
The product of the Bond Loan will be used exclusively and entirely by the Company for the purpose of
refinancing the Existing Bond Loan. The terms of the above loan are considered particularly favorable in
terms of performance, significantly reducing the interest rate granted in relation to the existing loan and,
by extension, the financial cost of the business. The aforementioned terms reflect the confidence
generated by the Company’s positive sizes.
The Loan was disbursed on March 24, 2023.
B) Extraordinary General Meeting of Lambsa S.A. – Capital Return
The Extraordinary General Meeting of the shareholders of the Company "Lampsa Hellenic Hotels S.A."
held on February 13, 2023, legally attended by shareholders representing 15.
861
.270 of common nominal
shares of a total of (21.364.000) common nominal shares of the Company, i.e., approximately 74,24%,
unanimously decided on the following issues on the agenda:
(1) regarding the first issue, the Company decided, following a legal vote, to increase the Company's
share capital by the amount of €10.041.
080 with capitalization of an equal amount from the "Share
premium" account, with an increase of nominal value of the share by the amount of €0,47, i.e. from €1,12
to €1,59 as well as the corresponding amendment of par. 1 of Article 5 of the Articles of Association.
(2) regarding the second issue the Company decided, following a legal vote, to decrease the Company's
share capital by an amount of €10.041.
080 with a corresponding reduction in the nominal value of the
share by €0,47, i.e. from €1,59 to €1,12 €, and return of the amount of the capital decrease by cash
payment to the shareholders as well as the corresponding amendment of par. 1 of Article 5 of the Articles
of Association.
The Ministry of Development and Investments following its decision No. Prot.: 2895385AP/17.02.2023
approved the amendment to Article 5 of the Company's Articles of Association. The Corporate
Transactions Committee of the Athens Stock Exchange, at its meeting held on 03/03/2023, was informed
of the equal increase and decrease of the nominal value of the company's share and the proportional
return through cash payment to the shareholders amounting to 0.47 Euro per share.
Following the above, 08/03/2023 was set as the cut
-off date for the right to withdraw the capital return,
while the same day the company's shares became tradable on the Athens Stock Exchange. with the same,
ultimately, nominal value, i.e. 1.12 Euros, due to the aforementioned increase and simultaneous equal
decrease of the Company's share capital.
Beneficiaries of the capital return were the shareholders registered in the records of S.A.T. on 09/03/2023.
14/03/2023 was set as the start date for the payment of the capital return and was carried out through
ALPHA BANK.
C) Extraordinary General Meeting of Kriezotou S.A.– Capital Return
On March 1, 2023, the sole shareholder of the company under the title "KRIEZOTOU TOURISTIKI
SINGLE MEMBER S.A." (hereinafter the "Company") met at its offices in Athens, in an Extraordinary
General Meeting without prior invitation, in accordance with Article 121 par. 5 of Law 4548/2018 in order
to take a decision on the following agenda item.
Unique issue: Decrease of the Company's share capital by the amount of three million five hundred and
twenty-eight thousand euro (€ 3.
528
.000) with a corresponding reduction of the nominal value of the share
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 15 of 159
from one euro (€ 1,00) to sixty-four euro cents ( € 0,64) with cash payment to shareholders – Amendment
of Article 7 of the Articles of Association and its codification in a single text.
The Chairman of the Meeting informed that there is a need to return and distribute part of the share capital
that had been contributed in an earlier time when the needs were different and which is no longer
necessary for the Company to pursue its purpose. To this end, it further proposes the decrease of the
Company's share capital by the total amount of three million five hundred and twenty-eight thousand euro
(€ 3.
528
.000) with a reduction of the nominal value of each share from one euro (€1,00) to sixty four cents
of the euro (€ 0,64) and an equal return - payment to the sole shareholder of the Company.
Following the aforementioned decrease, the Company's share capital will amount to six million two
hundred and seventy two thousand euro (€6.272.000) divided into nine million eight hundred thousand
(9.
800
.000) common nominal shares with a nominal value of sixty four euro cents (€ 0,64) each.
Subsequently and following a dialogical discussion, this Extraordinary General Meeting unanimously
approved the above proposal of the Chairman and decided on:
(a) the Company's share capital decrease by the total amount of three million five hundred and twenty-
eight thousand euros (€ 3.
528
.000) with a reduction of the nominal value of share from one euro (€ 1,00)
to sixty-four cents of the euro (€ 0,64) each,
(b) the equal return – payment to the sole shareholder of the Company in accordance with the more
specific terms and conditions of Articles 29 and 30 of Law 4548/2018,
(c) the relevant amendment of Article 7 of the Company's Articles of Association
D) Regular General Meeting of Lampsa S.A.
The Annual Regular General Meeting of the shareholders of the Company "LAMPSA HELLENIC HOTELS
S.A.” held on June 29, 2023, legally attended by shareholders representing
15.869.323
of common
nominal shares of a total of (21.364.000) common nominal shares of the Company, i.e. approximately
74,28%,
unanimously
and by a qualified majority
decided on the following issues on the agenda:
regarding the first issue
, the annual financial statements of LAMPSA S.A. (Separate and Consolidated)
as well as the Annual Financial Report of the Board of Directors for the year 2022 (01.01.2022 -
31.12.2022) were approved, following hearing the Audit Report of the Certified Public Accountant on the
annual financial statements as of December 31, 2022 (separate and consolidated) and approved,
following a relevant proposal of the shareholders, the distribution of a dividend in favor of the Company's
shareho
lders amounting to 8
.545.600 Euro (gross amount), from the profits of the closing year 2022
(01.01.2022-31.12.2022), i.e. 0,40 Euro per share (gross amount), of which the dividend tax of 5% is
withheld and therefore the amount of the dividend will be 0.38 Euro per share (net amount). Monday
21.08.2023 was set as the cut
-off date for the right to dividend, while the beneficiaries of the dividend for
2022 will be the shareholders registered in the records of the Securities Depository (D.S.S.) on Tuesday
22.08.2023 (record date). The payment of the dividend will start on Friday 25.08.2023 and will be carried
out through "ALPHA BANK", in accordance with the procedure provided by the current Regulation of the
AthEx. Finally, the General Meeting authorized the Company's Board of Directors to take all the necessary
actions for the sound and timely implementation of this decision on dividend distribution.
(2) regarding the second issue
, the meeting approved the Company’s overall management, in
accordance with Article 108 of Law 4548/2018, as effective, and the Meeting discharged the Company’s
Certified Auditors of any liability for compensation for the management of corporate affairs for the year
01.01.2022 to 31.12.2022.
(3) regarding the third issue
, that is the audit of the annual and interim financial statements of the
Company for the fiscal year 2023, following the Audit Committee recommendation, the shareholders
elected GRANT THORNTON S.A., which will appoint
Statutory and Substitute Auditors for the audit of
annual and financial statements of the Company for FY from 1.1.2023 to 31.12.2023 and decided that
their remuneration will be determined on the basis of the relevant provisions as effective at the time
regarding Statutory Auditors, in accordance with the applicable legislation.
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 16 of 159
(4) regarding the fourth issue
, the Company's Remuneration Report was approved which includes a
comprehensive review of all the remuneration received by the members of the Board of Directors in 2022
in accordance with the specific provisions of Article 112 of Law 4548/2018. It was also
clarified that the
Shareholders' vote on the above Remuneration Report has advisory nature in accordance with Article 112
par. 3 of Law 4548/2018.
(5) regarding the fifth issue
, the Chairman of the General Meeting informed the shareholders that,
following the last decision of the Regular General Meeting on pre-approval and payment amounting to
18
.000 Euro (total cost/gross) as remuneration for the year 2021 to the executive member of the Board of
Directors, Mr. Anastasios Homenidis, the payment of the amount of 18
.000 Euro (total cost/gross) has
been approved as remuneration for the year 2021 to the above member as well as the pre-approval of a
fee of 1
8.
000 Euro (total cost/gross) as a fee to the member of the Board of Directors Mr. Anastasios
Homenidis for the FY from 1.1.2023 to 31.12.2023.
(6) regarding the sixth issue
, the Chairman of the Audit Committee informed the shareholders about the
actions of the Audit Committee in 2022 based on its responsibilities, such as, the actions taken for the
sound execution of the responsibilities in terms of
i) monitoring the statutory audit procedure and informing
the Board of Directors of the result of the statutory audit as well as the recommendation for the election
of external auditors for the new fiscal year, ii) its contribution to the integrity of the financial information,
iii) evaluation of the systems and the internal audit service, etc., from which the substantial contribution
and assistance of the Audit Committee to the Company's compliance with the provisions of the effective
regulatory framework results. This report includes the description of the sustainable development policy
followed by the Company. The Report Activities was prepared in accordance with the provisions of Article
44 par. 1 point (i) of Law 4449/2017, as amended by Law 4706/2020. The full text of the aforementioned
Annual Report on Activities of the Company's Audit Committee is available on the Company's website
(
).
(7) regarding the seventh issue
, following the Company’s BoD recommendation, the General Meeting
approved payment of remuneration to the members of the Audit Committee for their services in the year
2022, as follows:
- an amount of €
5.086,80 to the Chairman of the Audit Committee Athanasios Bournazos,
- an amount of €
5.086,80 to the member of the Audit committee Konstantinos Vasileiadis,
- no payment to the member of the Audit committee Timotheos Ananiadis.
It is to be noted that no opinion was received from the Company’s Remuneration and Nomination
Committee as no remuneration was decided for the member of the Audit Committee, Mr. Timotheos
Ananiadis, who is also a member of the Company's Board of Directors.
(8) regarding the eighth issue
, following the proposal of the Board of Directors regarding the non-
payment of remuneration to the members of the Remuneration and Nomination Committee for their
services in 2022, the General Meeting approved the non-payment of remuneration to the members of the
Remuneration and Nomination Committee for the their services in the year 2022.
(9) regarding the ninth issue
, the Chairman of the General Meeting brought to the attention of the
General Meeting the Report of the Independent Non-Executive Members of the Board of Directors of the
Company for the FY 2022, in accordance with Article 9 par. 5 of Law 4706/2020, as effective. It is to be
noted that the above Report of the Independent Non-Executive Members of the Company's Board of
Directors has been posted and is available on the Company's website
.
(10) regarding the tenth issue,
the General Meeting decided in accordance with the provisions of Article
44 of Law 4449/2017, the election of a three-
member Audit Committee, which will be an Independent Joint
Committee and will consist of one (1) non-executive member of the Board of Directors and two (2) third
parties, non-members of the Board of Directors (independent within the meaning of 9 par. 1 & 2 of Law
4706/2020), of two (2) year term, with the possibility to extend at the latest until the next Regular General
Meeting and in any case within the same calendar year. The Chairman will be appointed by the members
of the new Audit Committee during its meeting to form to a body and will be independent from the
Company, within the meaning of Article 9 par. 1 & 2 of Law 4706/2020, in accordance with the provisions
of par. 1 point (e) of Article 44 of Law 4449/2017.
Furthermore, the General Meeting appointed all the new members of the Audit Committee, namely:
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 17 of 159
1. Athanasios Bournazos, father’s name Matthaios, third person (non-member of the Company's Board of
Directors) independent within the meaning of Article 9 par. 1 & 2 of Law 4706/2020.
2. Konstantinos Vassiliadis, father’s name Vassilios, third person (not a member of the Company's Board
of Directors), independent within the meaning of Article 9 par. 1 & 2 of Law 4706/2020.
3. Timotheos Ananiadis, father’s name Theodoros, non-executive member of the Company's Board of
Directors.
It is to be noted that the Company’s Board of Directors, during its meeting regarding its formation into a
body on 29.07.2021, appointed Mr. Timotheos Ananiadis as a non-executive member of the Board of
Directors.
Furthermore, it is to be noted that all the members of the Audit Committee have sufficient knowledge in
the segment in which the Company operates while Mr. Athanasios Bournazos and Konstantinos
Vassiliadis have demonstrable sufficient knowledge and experience in auditing and accounting
(international standards), as is clearly evident from the relatively short CVs, and therefore, Mr. Athanasios
Bournazos and Konstantinos Vassiliadis will compulsorily attend the meetings of the audit committee
concerning the approval of the financial statements, in accordance with the provisions of a. 44 par. 1 point
(g) of Law 4449/2017. In addition, it is to be noted that the majority of the members of the new Audit
Committee are independent within the meaning of Article 9 par. 1 & 2 of Law 4706/2020 and specifically
Mr. Athanasios Bournazos and Konstantinos Vassiliadis. Furthermore, it is to be noted that all the
members of the Audit Committee meet the separate and collective suitability criteria, in accordance with
the Company's current Suitability Policy, as effective, to the extent that they are consistent with the nature
and operation of the Audit Committee.
(11) regarding the eleventh issue
, the General Meeting decided to amend Article 3 of the Company's
Articles of Association as follows, highlighting the individual changes and authorized the Company's Board
of Directors to take all the necessary actions to implement this decision:
«Article 3
The Company’s objective is acquisition, leasing, construction and operation of hotels and furnished
apartments in Athens and elsewhere in Greece or abroad as well as the operation of related businesses,
such as the acquisition or operation of other tourism businesses of any kind, such as Conference centers,
Thalassotherapy Centers, Sports Facilities, Leisure Facilities and other special forms connected to the
tourism segment.
In particular, the Company shall be able:
To acquire buildings in order to convert them into hotels or to rent, exchange or sell them. To acquire or
lease urban or rural estates for the purpose of building and operating hotels and related tourism
businesses. To buy furniture, utensils, goods, machines and other items useful in the business of hotels
or related businesses, to grant them to others for rent or to sell.
To operate shops with the objective selling gifts, tobacco products, luxury goods, sports goods and
equipment, clothing, footwear and accessories, Greek and foreign books and Greek and foreign
newspapers as well as trading of food items, all kinds of nutritional supplements, vitamins, herbs and
related products, alcoholic beverages, traditional Greek consumable or non-consumable products, textile
items, folk art items, works of art, touristic items in general and cosmetics within the Hotel units.
To exploit and operate a hair salon and to exploit and operate a spa and gym, within the Hotel units or
where the company operates.
To provide catering services for gatherings and events outside the units it operates.
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 18 of 159
To carry out ground transportation services for customers by own means or through the rental of
passenger vehicles.
To provide laundry and cleaning services for clothes and linen equipment for rooms and restaurants to
third parties.
To carry out any collateral and/or supplementary operations necessary or useful for the most beneficial
exploitation of the Company's hotel units and to serve their functionality, also to serve the customers, such
as, by way of reference, leasing or granting the exploitation of the hotel units' premises to third parties in
return, operation within the hotel restaurants, café-bars, bakeries, pastry shops, laundries and dry
cleaners of clothes and linen equipment of rooms and restaurants, observing the formalities required for
each activity, which may be provided for by the special provisions existing in each case.
To provide consulting services related to the tourism.
To fulfill the purposes of the Company, to invest in mutual funds, investment products, acquire and dispose
securities and participate in the capital of any types of companies, enterprises and associations of persons
regardless of the type of purpose, listed or not listed on the stock exchange.
To provide promotion and promotion services for products and services of third parties at the Company's
premises, through forms and its website.
To carry out all kinds of technical, construction, building and related projects on the Company's own
properties or on properties of third parties, intended for own use, on behalf of third parties or for resale.
To participate in other companies pursuing purposes related to its own and to merge with others or to
merge others with it.
Also, to fulfill the above purposes, the Company shall be able:
To cooperate with any natural or legal person.
To acquire other companies and to establish branches, agencies or subsidiary companies anywhere in
Greece or abroad and to represent any domestic or foreign company with the same or similar objective.
For the fulfillment of the Company's objectives, it is possible to provide guarantees in favor of companies
and in general businesses or joint ventures in which the Company participates or cooperates with them in
any way, providing all kinds of collaterals in debt or in kind.
In general, to carry out any act to achieve the above objective."
(12) regarding the twelfth issue
, various
information was provided on the progress and the operations
of the Company as well as the challenges in the segment of Tourism in general but also within the
framework of the special conditions prevailing due to Covid-19, and the actions, the Company has
implemented to address them.
Ε) Acquisition of subsidiary
On June 16, 2023, Lampsa S.A. acquired 100% control of the Cypriot company "SELENE ENTERPRISES
COMPANY LTD", whose share capital stood at € 10,000 (Ten thousand Euro).
F) Signing a Restaurant Management Agreement-BAR
On May 12,2023, "Lampsa SA" and its 100% subsidiary "ATHINAIKI EPISITISTIKI SINGLE MEMBER
P.C." , signed an Agreement for the management of Alexander's Lounge & Atrium by the latter. The
agreement has three-year term. The agreed upon fee includes a fixed amount of rentals and a variable
amount based on Payroll and Food and Beverage costs.
G) Extraordinary monetary reward of 1.3 million euro for 2023 to the Great Britain, King George and
Athens Capital Hotels
employees
For the second consecutive year, LAMPSA S.A. proceeded with an extraordinary monetary reward of 1.3
million euro total cost for the Company, paid to all the employees of the Great Britain, King George and
Athens Capital Hotels. In particular, the main shareholder of the company and the Management of
LAMPSA announced the sponsorship of additional net remuneration after tax and deductions of €1.000
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 19 of 159
for all the employees of the three central hotels of Athens without exception, supporting in practice and at
the same time rewarding the ongoing efforts they make every day under the pressure of the high tourist
season in order to ensure the excellent quality of hospitality services and professionalism.
Η) Establishment of subsidiary
On May 12, 2023, the company "ATHINAIKI EPISITISTIKI SINGLE MEMBER P.C." was established. The
Company’s main objective is Restaurant Services and it is by 100% subsidiary of Lampsa SA. The
Company's Share Capital is €100.000 (One Hundred Thousand Euro) and its term of operation is 50
years. The parent company and the subsidiary signed an Agreement on concession and use of the Shop
on the first floor of the hotel called "Alexander's Lounge & Atrium". The agreed upon fee includes a fixed
amount of rentals and a variable amount based on the services provided.
I) Regular General Meeting of subsidiary “BEOGRADSKO MESOVITO PREDUZECE”
On June 28, 2023 the General Meeting of the subsidiary BEOGRADSKO MESOVITO PREDUZECE
Shareholders decided to distribute a dividend to the subsidiary company of Luella Enterprises Ltd Group,
amounting to € 2.495 million (gross amount) from the profits of FY 2022. (01.01.2022-31.12.2022).
J) Extraordinary General Meeting of Lambsa SA
During the Extraordinary General Meeting held on 23.8.2023 on the agenda item "Acquisition of minority
interests in Regency Hellenic Investments S.A. through the combined acquisition by the 100% subsidiary
SELENE ENTERPRISES COMPANY LIMITED of the percentage of shares (33.91%) and the
corresponding percentage of the loan (Senior Facility Loan) held in the above company by the credit
institutions ALPHA BANK, EUROBANK and NATIONAL BANK", those present and delegated
shareholders represented 15.
819
.
682 shares,
i.e. 74,05% of the share capital and the Meeting was in
quorum.
At the request of the shareholder Cypriot Company under the title "Dryna Enterprises Company Limited",
holding more than 1/20 of the share capital, the meeting was adjourned, pursuant to Article 141 par. 5 of
Law 4548/18. The discussion and decision on the
agenda item was set for 06.09.2023.
During the adjourned meeting of the Extraordinary General Meeting held on 06.09.2023 on the agenda
item "Acquisition of minority interests in Regency Hellenic Investments S.A. through the combined
acquisition by the 100% subsidiary SELENE ENTERPRISES COMPANY LIMITED of the percentage of
shares (33,91%) and the corresponding percentage of the loan (Senior Facility Loan), held in the
aforementioned company by the credit institutions ALPHA BANK, EUROBANK and NATIONAL BANK",
those present and delegated shareholders represented 15.
819
.732 shares, i.e. 74,05% of the share
capital and the Meeting was in quorum.
The General Meeting, with 15.
819
.732 votes, i.e. 74,05 % of a total of 21.364.000 voting rights,
unanimously decided to postpone the discussion and decision on the agenda item until 04.10.2023, when
the Meeting will continue at the same place and time (14:00).
During the adjourned meeting of the Extraordinary General Meeting held on 04.10.2023 on the agenda
item "Acquisition of minority interests in Regency Hellenic Investments S.A. through the combined
acquisition by the 100% subsidiary SELENE ENTERPRISES COMPANY LIMITED of the percentage of
shares (33,91%) and the corresponding percentage of the loan (Senior Facility Loan) held in the above
company by the credit institutions ALPHA BANK, EUROBANK and NATIONAL BANK", those present and
delegated shareholders represented 15.
819
.732 shares, i.e. 74,05% of the share capital and the Meeting
was in quorum.
The General Meeting, with 15.
819
.732 votes, i.e. 74,05% of a total of 21.364.000 voting rights,
unanimously decided to postpone the discussion and decision on the agenda item until 06.11.2023, when
the Meeting will continue in the same place and at the same time (14:00).
During the adjourned meeting of the Extraordinary General Meeting held on 06.11.2023 with the unique
item on the agenda "Acquisition of minority interests in Regency Hellenic Investments S.A. through the
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 20 of 159
combined acquisition from the 100% subsidiary SELENE ENTERPRISES COMPANY LIMITED of the
percentage of shares (33,91%) and the corresponding percentage of the loan (Senior Facility Loan), held
in the aforementioned company by the credit institutions ALPHA BANK, EUROBANK and NATIONAL
BANK", the present and delegated shareholders represented 15.
819
.732 common nominal shares of a
total of (21.364.000) common nominal shares of the Company, i.e. 74,05% of the share capital of the
Company and the Meeting was in quorum.
On the unique item on the agenda, the General Meeting, with 15.
819
.732 votes, i.e. 74,05% of a total of
21.364.000 voting rights, unanimously decided to approve the acquisition of the minority interests in
Regency Hellenic Investments S. A. through the combined acquisition from the 100% subsidiary SELENE
ENTERPRISES COMPANY LIMITED of the percentage of shares (33,91%) and the corresponding
percentage of the Senior Facility Loan held in the aforementioned company by the credit institutions
ALPHA BANK, EUROBANK and NATIONAL BANK.
K) ANNOUNCEMENT OF THE COMPLETION OF A TRANSACTION WITH A RELATED PARTY
"LAMPSA HELLENIC HOTELS S.A.", informed on 24.08.2023, in accordance with Article 17 of Regulation
(EU) 596/2014 and Article 4.1.3.6 of the CSE Regulation, that the procedure for granting a short-term
bridge financing by the Company amounting to €3.560.550 was completed, to the company under the title
"Regency Entertainment and Tourism Single Person S.A." (hereinafter referred to as "Regency") to cover
the direct liabilities of its subsidiary company, i.e. the company under the title "North Star Entertainment
and Tourism S.A." (hereinafter referred to as 'North Star') in compliance with P.D. 36/2023.
L) Regular General Meeting of "KREIZOTOU TOURISTIKI SINGLE MEMBER S.A."
On July 3, 2023, the Annual Regular General Meeting of the Company was held in order to decide on the
following agenda items.
AGENDA ITEMS
1. Submission and approval of the Company’s financial statements and the Report of the Board of
Directors and the Independent Auditor’s Report thereon for the fiscal year 01.01.2022 - 31.12.2022.
2.
Approval, pursuant to Article 108 of Law 4548/2018, of the overall management of the Company by
the Board of Directors for the fiscal year 2022 and discharge of the Auditors from any liability.
3. Distribution of dividend for the year 2022.
4. Election of Auditors for the fiscal year 2023 and determination of their remuneration.
5. Amendment of Article 13 of the Company's Articles of Association and its codification into a single text.
6. Election of a new Board of Directors.
7. Other matters and disclosures.
On the above matters, the General Meeting decided the following:
1. The General Meeting unanimously decides and approves the above financial statements for the fiscal
period 01.01.2022 - 31.12.2022 following the Board of Directors and the Auditors Reports, without any
changes.
2. The General Meeting unanimously approves the overall management of the Company, in accordance
with Article 108 of Law 4548/2018, as amended, and discharges the Company's Auditors from any liability
regarding the management of the fiscal year 01.01.2022 to 31.12.2022.
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 21 of 159
3. The General Meeting unanimously decides not to distribute dividend for the year 2022 due to
accumulated losses.
4. The General Meeting elects as Auditors in accordance with the Law and by unanimous resolution the
auditing firm "GRANT THORNTON S.A." (Registry Number 127)
5. The General Meeting unanimously decides to amend Article 13 of the Company's Articles of Association
regarding the composition and term of office of the Board of Directors in such a way that the term of office
of the members of the Board of Directors is extended from one (1) year to three (3) years
6. The General Meeting unanimously elects the following persons as members of the Company's Board
of Directors:
-
Mr. Anastasios Homenidis, father’s name Georgios and mother’s name Maria, born in Athens,
in 1954, resident of Chalandri, Lesvos 2A, ID Num. AI 560406, issued by T.A. Kypselis on
23.02.2010, TIN 079974802, DOY Chalandriou,
-
Mr. Konstantinos Kyriakos, father’s name Vassilios and mother’s name Pagona, born in
Nemea, Corinth, in 1963, resident of Alimos, Lakonias 29, ID Num. AI 512473, issued by T.A.
Alimos on 25.01.2008, TIN 028974904, DOY P. Falirou, and
-
Mrs. Zenovia Dilvoi, father’s name Georgios and mother’s name Zoe, born in Heraklion, Crete,
in 1977, resident of Pallini, Anatolis 20, ID Num. P 321305, issued by T.A. Heraklion on
03.12.1992, TIN 100789833, DOY Pallini.
The term of office of the members of the above Board of Directors will be three (3) years and will be
automatically extended after its expiration until the next Regular General Meeting of the Company's
Shareholders.
7.
No other issues have arisen for discussion or announcements.
M) General Meeting of «LUELLA ENTERPRISES LTD»
On 13.09.2023, the sole shareholder of the company "LUELLA ENTERPRISES LTD" decided the share
capital decrease of the Company by € 2.500 k and the return of the amount in cash to the parent company
of the Group and its sole shareholder.
N) Extraordinary General Meeting of "KREIZOTOU TOURISTIKI SINGLE MEMBER S.A."
On December, 18 2023, the sole shareholder of the company under the title "KREIZOTOU TOURISTIKI
SINGLE MEMBER S.A." convened at its offices in Athens, in an Extraordinary General Meeting in order
to take a decision on the following agenda item.
AGENDA ITEM
Unique Item: The Company's share capital decrease by Euro three million (€3.000.000) with a
corresponding cancellation of four million six hundred and eighty-seven thousand five hundred
(4.
687
.500) shares and cash payment to the shareholders - Amendment of Article 7 of the Articles of
Association and codification of the same into a single text.
The Chairman of the Meeting informed that the return and distribution of part of the share capital, that was
contributed at an earlier time when the needs were different, is required, which is no longer necessary to
the Company in the pursuit of its objective. Therefore, it further proposed the Company's share capital
decrease by the total amount of Euro three million (€ 3.000.000) with a corresponding cancellation of four
million six hundred and eighty-seven thousand five hundred (4.
687
.500) shares and a corresponding
return - payment to the sole shareholder of the Company.
Following the aforementioned decrease, the Company's share capital will amount to three million two
hundred and seventy two thousand euro (€ 3.272.000) divided into five million one hundred and twelve
thousand five hundred (5.112.500) common nominal shares of nominal value sixty four euro cents (€ 0,64)
each.
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 22 of 159
Subsequently, and following an interactive discussion, this Extraordinary General Meeting unanimously
approves the above proposal of the Chairman and decides:
(a) to decrease the Company's share capital by the total amount of three million euros (€ 3.000.000) with
a corresponding cancellation of four million six hundred and eighty-seven thousand five hundred
(4.
687
.500) shares,
(b) the equal return - payment to the sole shareholder of the Company in accordance with the specific
terms and conditions of Articles 29 and 30 of Law 4548/2018,
(c) the relevant amendment of Article 7 of the Company's Articles of Association
O) Privileged Information Notice 22 December 2023
The Company,
following its announcements of 31.07.2023, 02.08.2023 and 06.11.2023, informs the
investors, in accordance with Article 17 of Regulation (EU) 596/2014 and Article 4.1.3.6 of the CSE
Regulation, that today, the Company, following relevant negotiations, signed a shareholders agreement
with the company "Intracom Ventures Monopersonal S.A." (100% subsidiary of the listed company
"Intracom Holdings S.A.") regarding the latter's entry of 25% in the currently 100% Cypriot subsidiary of
"Selene Enterprises Company Limited", through which the already announced and approved acquisition
of a minority interests in Regency Hellenic Investments S. A. through a combined acquisition of the
percentage of shares (33,91%) held by ALPHA BANK, EUROBANK and NATIONAL BANK and the
corresponding percentage of the Senior Facility Loan held by ALPHA BANK, EUROBANK and NATIONAL
BANK in Regency Entertainment S.A.
The participation of Intracom Ventures SA in Selene Enterprises Company Limited will be implemented
through capital increases, in order to cover its share (25%) in the overall financing of the transaction, and
the shareholders' agreement between the Company and "Intracom Ventures SA" regulates the
shareholder relations of the parties. It is recalled that the completion of the Company's overall investment
in Regency Hellenic Investments S.A. is subject to the approval of the Gambling Supervision and Control
Commission, the receipt of any other necessary regulatory or contractual approvals and the simultaneous
acquisition of the respective portion of shares and loans held by the selling banks as aforementioned.
The Company will promptly inform the investors of any developments.
Treasury Shares
The Company holds no Treasury Shares. The subsidiary BEOGRADSKO MESOVITO PREDUZECE
holds 5,4% of its shares having paid the amount of € 2.550 k.
During the period 01/01/2023 to 12/31/2023 no Company of the Group purchased no treasury shares.
The Company and the subsidiary ELATOS DEVELOPMENT hold 1 branch each.
SIGNIFICANT POST YEAR
END
EVENTS
Α) Announcement of Transaction Completion
– February 7, 2024
Following its announcements as of 31.07.2023, 02.08.2023, 06.11.2023 and 22.12.2023, the Company
informs the investing public, that - in accordance with Article 17 of Regulation (EU) 596/2014 and Article
4.1.3.6 of Athens Exchange Rule Book and based on the approval decision of the Hellenic Gaming
Commission (HGC) (No. 5/1/29.01.2024) - the acquisition made by the 75% subsidiary Selene Enterprises
Company Limited of the share percentage (33,91%) of Regency Hellenic Investments S.A. and the
corresponding percentage of the loan (Senior Facility Loan) held by the credit institutions ALPHA BANK,
EUROBANK and NATIONAL BANK in Regency Entertainment S.A. was completed today, 07.02.2024.
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 23 of 159
Β) On March 20, 2024 following the company's announcement of 24.08.2023, the repayment of the short
-
term bridge financing of € 3.560.550 - granted to the company
“Regency Entertainment Entertainment
and Tourism Sole Proprietorship" in order to cover the direct liabilities of its subsidiary company, i.e. the
company "North Star Entertainment and Tourism S.A."
in compliance with the provisions of PD 36/2023
– was completed.
Apart from the above, no other events subsequent to the Financial Statements occurred, which concern
either the Group or the Company, to which reference is required by the International Financial Reporting
Standards.
C. Risks & Uncertainties
Risks related to the energy crisis, the war conflict in Ukraine and
the Middle East and
the rise in
borrowing rates
-
impacts
–
prevention measures
During the year, the significant recovery of the tourism product continued, a trend that had started in the
previous year, resulting in the return of the lost momentum in terms of revenues, Therefore, the Group
has already improved its total revenues to levels significantly higher than those recorded in the last
corresponding financial year, before the pandemic crisis (2019).
The war in Ukraine and the war conflict in Middle East pose further challenges to the global economy. In
addition to the purely human aspect, which is most significant in any case, the disruption that has prevailed
at the international level since the beginning of 2022 due to the war between Russia and Ukraine, and by
the end of 2023 with Israel’s invasion in Gaza has caused a series of effects on the international economy,
mainly at raw material and energy prices level.
The Group and the Company are not significantly exposed
to the Ukrainian Russian and Israeli markets.
Also, our contacts with the main reservation networks (North America and Western Europe), i.e. tourist
organizations, travel agencies, local offices of the management company and conference organizers -
groups, confirm to us that there are no reasons for cancellations or travel restrictions as a result of the
war conflicts in Ukraine and the Middle East. Therefore, there were no direct or indirect adverse
consequences to the income of 2023 for this reason.
The price increases in a series of products (food, beverages, consumables, materials, etc.) as well as the
transport costs due to the high increase in the price of fuel were also significant and adversely affected
the profitability of the Group and the Company.
Regarding the risk from the increase in borrowing interest rates, on January 30, 2023, the Company
signed a Joint Secured Bond Loan, of twelve
-year and six months term, amounting to € 75.100.470, under
which "EUROBANK ERGASIAS S.A.", "ALPHA BANK S.A." and "NATIONAL BANK OF GREECE S.A."
have agreed to cover, undertake and purchase the bond securities, which the Company will issue and
deliver to them. The proceeds of the Bond Loan would be used solely and entirely for the purpose of
refinancing the Existing Bond Loan. The terms of the above loan are considered to be particularly
favourable in terms of yield, significantly reducing the interest rate of the loan compared to the existing
loan and thus the financial costs of the Company.
Finally, an inability to find specialized staff and an increase in payroll expenses were observed. Human
resources are one of the most significant factors for the development of the Company and the goal is their
ongoing development. The Company rewards their efforts, provides incentives to increase their
productivity and at the same time offers a well-organized, fully equipped and pleasant working
environment. It also continuously takes care of the satisfaction of its employees, offering in addition to
satisfactory salaries and a set of additional benefits analyzed in the non-financial information section,
further enhancing the excellent working climate.
Regarding the issue of energy prices, to be able to cope with new possible increases, the Company
systematically monitors energy consumption in its facilities, aiming at continuously improving its
performance and saving consumption. In this context, the Company has implemented significant projects
to achieve energy savings such as:
•
Installation of automation systems to manage cooling and heating of buildings, thus reducing
unnecessary losses.
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 24 of 159
•
Use of natural gas in the coolers
•
Installation of the instabus system that allows direct interconnection of the buildings' electrical
installations, so that power consumption could be regulated much more directly. The system was installed
in all the common areas, reception rooms and outdoor areas of the Company.
.
Financial Risk Factors
The Group is exposed to financial risks such as changes in exchange rates, interest rates, credit risk,
liquidity risk and fair value interest rate risk. The overall risk management of the Group focuses on
unpredictability of financial markets and seeks to minimize potential adverse effects on the financial
performance of the Group.
Risk management is carried out by the central cash available management service, which identifies and
evaluates financial risks in cooperation with the services that face these risks. Prior to the relevant
transactions it is taken acceptance by officers with the right to bind the Company to its counterparties.
Currency
Risk
The Group operates internationally and carries out trade and loan transaction in foreign currency.
Therefore, it is exposed to foreign currency translation differences (another major country of the Group’s
operations, apart from Greece, is Serbia). The Parent Company exposure to currency risk arises mainly
from the bond loan issue in US Dollars.
Financial assets and liabilities in foreign currency converted into Euro at the closing rate are as follows:
Amounts in thousand
2023
2022
Nominal amounts
US$
US$
Financial assets
187
25
Financial liabilities
1.
508
1.729
Short
-
term exposure
1.321
1.
704
Financial assets
Financial liabilities
Long-
term exposure
-
-
Total
1.321
1.
704
The following tables show the sensitivity of the result for the financial year as well as the equity in relation
to financial assets and financial liabilities and Euro/Dollar exchange rate.
We assume a change of 3,
82% in as
31 December 2023
exchange rate of EUR / USD (2022: 5,
81%).
These percentages were based on the average market volatility in exchange rates.
In case € increases compared to the above currency, with the percentages mentioned above, the impact
on the income statement for the year and equity will be as follows:
Amounts in thousand
2023
2022
US$
US$
Income statement before tax
(56)
102
Equity
(44)
79
In case € decreases compared to the above currency, with the percentage mentioned above, the impact
on the income statement for the year and equity will be as follows:
Amounts in thousand
2023
2022
US$
US$
Income statement before tax
61
(190)
Equity
47
(70)
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 25 of 159
The exposure of the Group to foreign exchange risk varies during the year depending on the volume of
transactions in foreign currency. However, the above analysis is considered representative of the Group's
exposure to currency risk.
Credit Risk
The majority of the Group’s sales are performed through credit cards, the credit sales though are made
to customers with evaluated credit history.
The Group's exposure to credit risk is limited to financial assets (instruments) which at the Balance Sheet
date are analyzed as follows:
Amounts in thousand €
THE GROUP
THE COMPANY
Financial assets categories
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Cash and cash equivalent
31,573
41.398
25.007
31.605
Trade and other receivables
11.297
7.515
9.554
6.391
Total
42.870
48.913
34.560
37.996
Regarding trade and other receivables, the Group is not exposed to significant credit risk. Credit risk for
receivables realizable as well as other short-term financial assets is considered limited.
The Group’s Management considers that all the aforementioned financial assets that have not been
impaired at the date of preparation of the financial statements are of high credit quality, including those
due.
None of the Group's financial assets has been secured by a mortgage or other form of credit insurance.
Liquidity Risk
The Group manages its liquidity needs by carefully monitoring both the long-term financial liabilities as
well as the payments made on a daily basis. Liquidity needs are monitored in various time zones, on a
daily and weekly basis as well as in a rolling period of 30 days. Liquidity needs for the next 12 months are
determined monthly.
Liquidity risk is kept at low levels by maintaining sufficient cash and credit lines.
On 31.12.2023, the Group’s and the Company’s liquidity was robust, mainly due to the disposal of the
Sheraton Rhodes Resort Hotel Group as well as due to the operating cash flows. As a consequence, as
at December 31, 2023, the Company invested in Bonds, amounting to approximately €14.196 k in total,
expecting to benefit from the high interest rates offered, significantly improving its Financial Results.
Moreover,
the Company has proceeded, until the present report preparation date, with placing in Time
Deposits an amount of € 15.300 k, as these deposits were also offered under high interest rates and
similarly contribute to
maximization of Financial Results.
On December 31, 2023, the Group and the Company had positive working capital of €14.955 k and
€12.754 k respectively.
Maturity of the Group and the Company liabilities settled on cash basis is as follows:
GROUP
31.12.2023
Amounts in thousand €
Short
-term
Long-term
within 6 months
within 6 months
1 to 5 years
more than 5
years
Bank debt
-
900
-
-
Bond loan
4.050
4.050
34.980
47.301
Finance lease liabilities
299
299
1.730
32.738
Other long-term liabilities
-
-
-
0
Trade liabilities
6.715
-
-
-
Other short-term liabilities
9.539
-
-
-
Total
20.603
5.249
36.710
80.039
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 26 of 159
GROUP
31.12.2022
Amounts in thousand €
Short
-term
Long-term
within 6 months
within 6 months
within 6
months
within 6 months
Bank debt
-
900
-
-
Bond loan
5.050
5.050
39.598
47.301
Finance lease liabilities
128
128
1.703
33.200
Trade liabilities
4.917
-
-
-
Other short-term liabilities
8.309
-
-
-
Total
18.403
6.078
41.301
80.502
COMPANY
31.12.2023
Amounts in thousand €
Short
-term
Long-term
within 6 months
within 6 months
within 6
months
within 6 months
Bank debt
-
900
-
-
Bond loan
3.450
3.450
31.580
47.301
Finance lease liabilities
91
91
30
-
Trade liabilities
5.205
-
-
-
Other short-term liabilities
5.960
-
-
-
Total
14.705
4.441
31.610
47.301
COMPANY
31.12.2022
Amounts in thousand €
Short
-term
Long-term
within 6 months
within 6 months
within 6
months
within 6 months
Bank debt
-
900
-
-
Bond loan
4.450
4.450
34.998
47.301
Finance lease liabilities
39
39
176
-
Trade liabilities
3.685
-
-
-
Other short-term liabilities
6.137
-
-
-
Total
14.310
5.389
35.174
47.301
The financial statements of the Parent and the subsidiaries have been prepared based on the going
concern principle as the Group Management assumes that given the currently available data and its
estimates of the impact of various external factors
on the financial sizes of the Group for the next 12
months, there will be sufficient liquidity in order to ensure the Group’s going concern.
Interest rate Risk
Operational revenue and operational cash flows of the Group are substantially independent of changes in
market interest rates. The Group has assets of interest-bearing assets with fixed performance and the
policy of the Group is to maintain approximately total borrowings at floating rate. At the end of the
administrative period, the total borrowings were in floating interest rate loans.
Regarding the risk from the increase in borrowing rates, on January 30, 2023, the Company signed a
Common Secured Bond Loan Agreement, with a term of twelve years and six months and an amount of
€ 75.100.470, under which "EUROBANK ERGASIAS SA", "ALPHA BANK SA" and "NATIONAL BANK
OF GREECE SA" agreed to cover, undertake and purchase the bond securities, which the Company will
issue and deliver to them. The product of the Bond Loan was used exclusively and entirely for the purpose
of refinancing the Existing Bond Loan. The terms of the above loan are considered particularly favorable
in terms of performance, significantly reducing the interest rate granted in relation to the existing loan and,
by extension, the financial cost of the business. In addition, the Company has made investments in Bonds
and Term Deposits with the aim of both utilizing its cash reserves and, as far as possible, indirectly
reducing borrowing costs.
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 27 of 159
The following table shows the sensitivity of the results for the financial year as well as the equity to a
reasonable possible change of interest rate of +1,0 % or -1,0%. It is estimated that changes in rates
logically reflect the market conditions.
01.01-31.12.2023
01.01-31.12.2022
Amounts in thousand €
1,0%
-
1,0%
1,0%
-
1,0%
Income statement before tax
(946)
946
(1.149)
1.149
Equity
(738)
738
(896)
896
Tax rate
22%
22%
At the same time, the Group holds financial instruments, bonds, whose fair value is subject to the risk of
changes in market interest rates. The relative risk, however, is estimated to be limited due to the
characteristics of these investments, while it should be noted that the purpose of these financial
instruments is their long-term holding until maturity.
Market Risk
Market risk emerges from the potential impact of fluctuations in market prices, including exchange rates,
interest rates, equity prices, and energy prices, on the value of the financial instruments held by both the
Group and the Company.
The Company has invested in bonds issued by well-known domestic financial institutions, as well as bond
mutual funds of foreign financial institutions, as of December 31, 2023 amounting in total to approximately
€14.196 k. These investments are long term with the objective of receiving the periodic income they
generate due to the high interest rates embodied. Indicatively, in the current year interest gained
amounted to approximately € 974 k.
Market risk management consists of the Group's and the Company's efforts to manage and control their
exposure within acceptable limits.
D. Projected course
–
Group’s Prospects and Strategy for 2024
During 2023, a significant recovery of the tourism product was observed, compared to the corresponding
period of the previous year, resulting in a further improvement of the Group’s total revenues to levels much
higher than the last corresponding period before the pandemic crisis (2019). The prospects for 2024 is
equally positive and it is expected that this year will close with a similar and possibly slight increase in
revenues.
The Management's actions to ensure sufficient liquidity and rational cost management are aimed both at
dealing with individual international crises and at strengthening the Company's competitiveness in the
long term.
The Group, with investments in Bonds, as at 31 December 2023, of approximately €14.196 k, expects to
benefit from the high interest rates offered, significantly improving its Financial Results.
Finally, refinancing the company's Bond Loan, under a significantly reduced interest margin, is expected
to balance the international increases in Euribor loans and not to significantly affect the financial costs of
the Company and the Group.
Ε
.
Transactions with related parties
This section includes the most significant transactions between the Company and its related parties as
defined in International Accounting Standard 24 and in particular:
(a) Transactions between the Company and any related party made during the financial year 2023, which
have materially affected the financial position or performance of the Company during the mentioned
period,
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 28 of 159
(b) any changes in the transactions between the Company and any related party described in the last
annual report that could have a material effect on the financial position or performance of the Company
during the financial year 2023.
It is noted that the reference to those transactions includes the following data:
a) the amount of such transactions for the financial year 2023
(b) the outstanding balance at the end of the financial year (31/12/2023)
(c) the nature of the related party relationship with the issuer and
(d) any information on transactions, necessary for understanding the financial position of the Company,
but only if such transactions are material and have not been been conducted in compliance with the arm’s
length principle.
Specifically, transactions and balances with related legal entities and natural persons, as defined by the
International Accounting Standard 24 on 31/12/2023 and 31/12/2022 respectively, are as follows:
Amounts in thousand €
THE GROUP
THE COMPANY
Sales of services
01.01 -
31.12.2023
01.01 -
31.12.2022
01.01 -
31.12.2023
01.01 -
31.12.2022
Subsidiaries/Jointly controlled entities
-
-
337
110
Other associates
316
11
316
11
Total
316
11
652
121
Acquisition of services
01.01 -
31.12.2023
01.01 -
31.12.2022
01.01 -
31.12.2023
01.01 -
31.12.2022
Subsidiaries/Jointly controlled entities
-
-
15
-
Other associates
84
113
84
113
Total
84
113
99
113
Balance of Receivables
01.01 -
31.12.2023
01.01 -
31.12.2022
01.01 -
31.12.2023
01.01 -
31.12.2022
Subsidiaries/Jointly controlled entities
-
-
80
7
Other associates
3.682
14
3.682
14
Total
3.682
14
3.762
22
Balance of Liabilities
01.01 -
31.12.2023
01.01 -
31.12.2022
01.01 -
31.12.2023
01.01 -
31.12.2022
Subsidiaries/Jointly controlled entities
-
-
61
22
Other associates
-
-
-
-
Total
-
-
61
22
Outstanding balances at year end are unsecured and settlement is made in cash. No guarantees have
been provided or received regarding the above receivables.
It is to be noted that there are no special agreements or partnerships between the Parent Company and
subsidiaries and any transactions between them are carried out under the usual terms, within the
framework and the specifics of each market.
Regarding the FY ended December 31, 2023, the Group companies have made no provisions for doubtful
debts relating to the amounts owed by related parties.
During the comparative year, debt assets/liabilities existed between the Group's subsidiaries amounting
to € 2.125 k. In addition, interest income / expenses of € 59 k were included.
According to the General Meeting of Shareholders of Excelsior Belgrade held on 28.06.2023, it was
decided to capitalise the above convertible bond loan issued by Excelsior Belgrade, with a remaining
value of € 2.125 k, issuing 31.931 common shares of € 66,56 each, of which € 0,009 related to the nominal
value and € 66,549 the share premium. These transactions are written-off during the consolidation.
In addition, in accordance with the decision of the General Meeting of Shareholders of the subsidiary
BEOGRADSKO MESOVITO
PREDUZECE held on 28.06.2023, it was decided to distribute a dividend to
the Group's subsidiary Luella Enterprises Ltd amounting to € 2.495 k, which was repaid in the current
year.
Key executives and BoD members remuneration was as follows:
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 29 of 159
THE GROUP
THE COMPANY
Amounts in thousand €
01.01-
31.12.2023
01.01-
31.12.2022
01.01-
31.12.2023
01.01-
31.12.2022
Executives and BoD members
Salaries – Fees - Social Insurance
Cost
1.692
1.787
1.021
1.188
The provision made for compensation of the Group’s and the Company’s staff includes an amount of €
243 k (2022: 205 k) concerning the Executives and Management members while an amount of
€
38
k
(2022: 19,5 k)
was recorded in the Income Statement.
It is to be noted that no loans have been granted to BoD members and top-level management of the Group
or their families.
F. Dividend policy
The Board of Directors will propose to the Regular General Meeting of shareholders not to distribute
dividends in 2023, given the capital return to shareholders of €10.041.
080 that took place in March 2023
and the need to finance the Group's investment projects.
It is noted that the proposed distribution is subject to approval of the Annual Regular General Meeting of
Shareholders.
Information under par. 7 and Explanatory Report according to par. 8 of article 4 of Law 3556/2007
The present explanatory report of the company BoD to the Annual Regular General Meeting of the
Shareholders includes information on issues addressed in article 4 of Law 3556/2007.
Α)
Capital Structure of the Company
The Company share capital amounts to twenty three million nine hundred twenty seven thousand six
hundred and eighty euro (€ 23.927.680), divided in twenty one million three hundred sixty four thousand
(21.364.000) common shares with voting rights of nominal value one euro and twelve cents (€ 1,12) each.
Company shares are listed in the Athens Stock Exchange.
Every common share provides one voting right at the General Meeting of Shareholders.
Company’s shareholder rights are proportional to the value of the shares owned. Every share confers all
the rights provided by law and the Company’s Articles of Association, and in particular:
• dividend rights from annual profits or liquidation profits of the Company. Every year, an initial dividend
equal to 35% of net profits after the deduction of the regular capital reserve is distributed to shareholders,
while the payment of an additional dividend is decided by the General Meeting of Shareholders. All
shareholders registered in the company Shareholders Registry are entitled to dividends. Dividends are
paid to each shareholder within ten days from the Annual General Meeting of Shareholders which
approved the annual financial statements. Payment method and place is announced through press.
Dividend rights are cancelled and transferred to the State after the expiration of a 5-year period
commencing at the end of the year on which the General Meeting of Shareholders approved the dividend
distribution,
• rights arising from the liquidation of the company or capital returns decided by the General Meeting of
Shareholders,
• pre-emption right to acquire new shares in cash issued by the Company in an issue right,
• right to receive copies of the financial statements and reports issued by the Auditors and the Company
Board of Directors,
• right to participate in the General Meeting of Shareholders which includes the following individual rights
of legalization, attendance, participation in discussions, submission of proposals on issues included in the
agenda, expressing opinions recorded in the minutes of the Meeting and voting.
• The General Meeting of the shareholders of the Company maintains all of its rights in the event of
company liquidation (according to paragraph. 4 of Article 38 of the Articles of Association).
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 30 of 159
The liability of Shareholders is limited to the nominal value of their shares.
Β) Restrictions on the transfer of Company Shares
The transfer of Company shares is conducted according to the provisions of the Law. There are no
restrictions imposed by the Company memorandum of association with regards to the transfer of shares
given the fact that the Company is listed on the Athens Stock Exchange.
C) Significant direct or indirect participations in the context of articles 9
-
11 of Law 3556/2007
The Company’s significant participations according to articles 9 -11 of Law 3556/2007 are the following:
Shareholders (individuals or legal entities) with a direct or indirect participation greater than 5% of the total
number of Company shares, as of 31/12/2023 are presented in the table below.
TITLE
PERCENTAGE
DRYNA ENTERPRISES COMPANY LIMITED
30,93%
NAMSOS ENTERPRISES COMPANY LIMITED
25,19%
HOMERIC DEPARTMENT STORES S.A.
8,25%
SINOPI ENTERPRISES COMPANY LIMITED
7,63%
TALANTON INVESTMENTS INC
5,16%
Total
75,26%
D) Shareholders with special control rights
There are no Company shares that provide special control rights to their holders.
Ε) Restrictions on voting rights
-
Time limits for exercising voting rights
-
Systems for separating
financial rights arising from securities from ownership of the securities
The Company Articles of Association do not set any restrictions on voting rights provided by its shares or
time limits for exercising voting rights or systems in which, with the cooperation of the company, the
financial rights arising from securities are separated from holding the securities.
According to Article 26 of the Company Articles of Association, each share provides
a voting right and all
the rights of the shareholders arising from the shares are mandatory proportional to the capital percentage
represented by the share.
According to Article 28 of the Company Articles of Association, anyone who has the shareholder status
is
entitled to participate in the general meeting (initial and repetitive) at the beginning of the fifth day before
the day of the initial meeting of the general meeting (record date). The above recording date is also valid
in the event of an adjourned or repetitive meeting, provided that the adjourned or repetitive meeting is not
more than thirty (30) days from the recording date. If this is not the case or if, in the case of the repetitive
general meeting, a new invitation is published, in accordance with the provisions of Article 130, the person
who has shareholder status at the beginning of the third day before the day of adjournment participates
in the General Meeting, or of the repetitive General Meeting. The proof of shareholder status can be done
by any legal means and in any case based on information received by the company from the central
securities depository, as long as it provides registry services or through the participating and registered
intermediaries in the central securities depository to any other.
The shareholders who have the right to participate in the General Meeting can be represented by other
persons legally authorized by them.
Appointment and revocation of a shareholder's representative is done in writing or by electronic means
and is communicated to the company in the same form, at least 48 hours before the appointed meeting
date.
A list of the shareholders entitled to participate in the
General Meeting and the votes belonging to each
of them is prepared by the Board of Directors, which is displayed in the room designated for the meeting
forty-eight hours before the day designated for the convention of the General Meeting.
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 31 of 159
F) Agreements between shareholders which entail restrictions on the transfer of shares or
restrictions on voting rights
Major shareholders, NAMSOS ENTERPRISES COMPANY LTD and DRYNA ENTERPRISES COMPANY
LTD
as of 31/12/2023 had 4.392.496 common Company shares pledged in favor of EFG EUROBANK
ERGASIAS SA. As a result, transfer of the above-mentioned shares falls under restrictions.
NAMSOS ENTERPRISES COMPANY LTD and DRYNA ENTERPRISES COMPANY LTD have
maintained their voting rights.
G) Guideline on the appointment and replacement of BoD members and on memorandum of
association amendments
The relative rules and regulations set in the Company memorandum of association on the appointment
and replacement of BoD members and on the amendment of articles of the memorandum are in line with
the provisions of Law 4548/2018.
H) Authorities of the Company BoD or some of its members on the issuance of new shares or the
re-
purchase of Company shares
A) According to the provisions of Article 24 par. 1 line (b) and (c) of Law 4548/2018 and in combination
with the provisions of Article 6 of its Articles of Association, the BoD has the right, following a decision of
the General Meeting of shareholders which is subject to the disclosure requirements of article 7 b of Law
2190/1920, to increase the Company share capital by issuing new shares. A decision must be taken by a
majority of at least two thirds (2/3) of BoD members. In this case, the share capital may be increased by
up to the amount of the paid-up capital up on the date the Board of Directors was given this authority by
the General Meeting. This BoD right may be renewed by the General Meeting for a period of up to five
years.
B) In accordance with Article 113 of Law 4548/2018, following a decision of the General Meeting of
shareholders, a stock option plan may be offered to BoD members and staff in the form of stock options,
within the meaning of Article 32 of Law 4308/2014.
In any case, the decision of the General Meeting must specify the maximum number of shares that can
be acquired or issued, if the beneficiaries exercise the above right, the offering price or the method of
determining it, the terms of distribution of the shares to the beneficiaries, and the beneficiaries or their
categories, without prejudice to paragraph 2 of article 35 of Law 4548/2018, the duration of the program,
as well as any other relevant condition. With the same decision of the General Meeting, the Board of
Directors may be assigned to determine the beneficiaries or these categories, the manner of exercising
the right and any other term of the share distribution plan.
The Board of Directors, in accordance with the terms of the plan, issues to the beneficiaries who exercised
their stock options and, at a maximum of a calendar quarter, delivers the shares already issued or issues
and delivers the shares to the above beneficiaries, increasing the capital of the company and amending
the Articles of Association accordingly. It also certifies the capital increase and complies with the publicity
formalities. The decision of the Board of Directors for the capital increase and the certification of its
payment is taken every calendar quarter, by way of derogation from the provisions of Article 20 of Law
4548/2018, while Article 26 of Law 4548/2018 does not apply to these capital increases.
Furthermore, the General Meeting, by its decision, may authorize the Board of Directors to establish a
stock option plan, with the above conditions, possibly increasing the capital and taking all other relevant
decisions. This authorization is valid for five (5) years, unless the General Meeting sets a shorter period
of its validity and is independent of the powers of the Board of Directors of paragraph 1 of Article 24 of
Law 4548/2018.
C) As of today, the General Meeting of shareholders of the Company has not decided to implement a
share repurchase program in accordance with the provisions of Article 49 of Law 4548/2018.
I) Significant agreements which take effect, are altered or terminated in the event of a change in
the control of the Company following a public tender offer
There are no agreements which take effect, are altered or terminated in the event of a change in the
control of the company following a public tender offer.
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 32 of 159
J) Agreements that the Company has made with BoD members or its staff, which involve
compensation in case of resignation or termination of employment with no material cause as a
result of the public tender offer.
There are no agreements between the Company and BoD members or its personnel, which involve
compensation in case of resignation or termination of employment with no material cause as a result of
the public tender offer. The accumulated Staff Leaving Indemnities as of 31/12/2023, reached € 1.
468
k.
There is no provision for compensation for BoD members.
K. NON-FINANCIAL REPORTING
In 2023, amid a swiftly changing landscape of environmental and social challenges, we crafted our
Environment, Society, and Governance (ESG) Strategy.
With a distinct and unequivocal vision of sustainable development, we set out to implement measures
aimed at sustainability, upholding our position as a pioneer in the hospitality segment within which we
operate.
Our sustainable growth is embedded in our corporate strategy, mission and values. We monitor our annual
performance results, translating our initiatives into medium- and long-term objectives to attain the strategic
ESG goals we have established.
Corporate Social Responsibility
LAMPSA Company recognizes the development achieved incorporating the concept of Corporate Social
Responsibility in all its activities. Responsible operation is a key element for the Company’s ongoing
improvement and the achievement of its business goals. In this context, LAMPSA has defined the
following axes:
•
Responsible operation,
•
Ensuring the well-being of employees and associates,
•
Environmental responsibility,
•
Contribution to society and volunteering.
Business Model
The presentation of the Company's business model aims to provide a concise overview of its operations.
By examining its primary resources, partnerships, and customer relationships, we showcase the
Company's strategic excellence and the competitive advantages that have positioned it as a leader in the
luxury hotel industry:
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 33 of 159
Major partnerships
Main operations
Specialized employees
Luxury hotels
State-of-the-art
equipment
Value creation and utility
Development of the tourism
segment
Promotion of imported tourism
Provision of high quality leisure and
catering services
Adding prestige to the city and the
country
Relationships with
visitors / customers
Types of guests/customers
Cost structure
Income structure
Maintenance of infrastructure and equipment
Cost of raw & second raw materials
Employee remuneration and benefits
Energy costs
Private leisure customers
Corporate customers
Group - Conference Tourism
Group leisure customers
Government Missions
Hospitality services
Catering, leisure and
wellness services
Sales of products
Hotel Management Companies
Travel agencies and hotel booking websites
Legal, Accounting & Consulting Services
Suppliers
Banks (Financing and day to day operations)
University and Educational Institutions
Income from room
reservations
Income from services
provided
(personalised luxury services)
Income from catering services
Recognition
Prime locations
Significant background in the segment
Certified food safety system HACCP, ISO 22000
“Halal” and “Kosher” restaurant certifications for compliance
with the special requirements of certain customers
Competitive Advantage
Advertising
Travel agencies and hotel
booking websites
Social media
Websites of Management
Companies
Recommendations
High quality
hospitality and
catering services
Providing
personalized
luxury services
Key resources
Channels
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 34 of 159
LAMPSA Strategy and Excellence of Leadership:
Operating Segments
LAMPSA HELLENIC HOTELS S.A. (hereinafter LAMPSA Company or the Company) mainly focuses its
on the operation and management of the luxury hotels
under its ownership control. These are the
historical "Grand Bretagne" and King George hotels in Athens, the luxurious "Hyatt Regency" hotel in
Belgrade, the historical Mercure Excelsior hotel in Belgrade, and the leased King's Palace-MGallery hotel
in Syntagma Square.
LAMPSA
is a dynamic company that utilizes its long-standing tradition by combining it with the most
modern know-how in the field of management. The combination of many years of experience and the new
administrative and operational methods applied in the LAMPSA Company with remarkable success is
reflected in its organization, internal structure and mode of operation. Led by a Board of Directors that
formulates strategy and manages its assets, the Company has developed an efficient and flexible internal
structure that facilitates the communication of its operational units and sharp decision-making.
At the same time, fully aware of the significance of human resources for its development, the Company
has prepared an efficient policy for employees, constantly investing in them, rewarding their efforts and
ensuring an organized, fully equipped and pleasant working environment.
Objectives
LAMPSA Company has consistently adopted and is implementing an efficient business policy, which
aims at the creative combination of tradition and innovation. The Company’s key objectives, harmonized
with the principles of this policy, are as follows:
•
Strengthening its position in the hotel segment and increasing its market share.
•
Maintaining the leading position of the hotel “Grande Bretagne" in the luxury hotel segment in
Greece and its emergence as one of the leading luxury hotels in the world.
•
Expanding the Company's business presence in the international tourism space, having already
created a portfolio of five privately owned and one leased hotels, collaborating to manage them
with the largest international hotel chains (Marriott, Hyatt, Accor).
•
Searching new investment opportunities, by entering new markets, acquiring or creating new city
hotels (City Hotels) and utilizing the potential of Real Estate.
•
Cooperating with national bodies to support the national strategy for tourism and promotion of
the country abroad.
•
Ongoing return of substantial value to shareholders, employees, but also visitors to the
Company's hotels.
1. Enhancing the reputation of our hotels and maintaining our certifications
2. Promoting our hotels as leaders in new initiatives in our industry
3. Seeking new investment opportunities
4. Strengthening our network through a wide range of key partnerships
5. Selecting, training and carefully evaluating our employees
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 35 of 159
Policies and Procedures
LAMPSA Company, guided by Sustainable Development, has established specific policies and
implements appropriate management systems and related procedures and regulations, which determine
the way in which its business objectives are achieved, while strengthening the framework of its responsible
operation. Specifically, the Company, among others, has established and implements:
•
Rules of Procedure of the Board of Directors
•
Rules of Procedure of the Audit Committee
•
Rules of Procedure of the Remuneration and Nomination Committee
•
Rules of Procedure of the Internal Control Unit
•
Code of Ethics and Conduct
•
Code of Conduct for managing complaints and combating harassment in the workplace
•
Code of Conduct for Suppliers of the Group
•
Suitability policy of Board members
•
Remuneration Policy
•
Education policy
•
Risk Management Policy
•
Sustainable Development Policy
•
Health and Safety Policy
•
Environmental Policy
•
Health and Food Safety Policy
•
Human Rights Policy
Customer-
centric philosophy
The customer-centric philosophy is a key pillar of the Company's working culture, which puts customer
satisfaction at the heart of its operation.
Health and safety for guests
As the promotion of health and safety is a basic prerequisite for the day-to-day operation of the Hotels
and the preservation of their outstanding reputation, the Company adopts practices and takes continuous
action in this direction. The Marriott visitors' safety principles are applied with the substantial assistance
of the employees. All the employees of LAMPSA are properly trained and ensure that Health and Safety
Policy is properly implemented.
Guests satisfaction
The Company has adopted the Marriott group guests – customers satisfaction survey system,
entitled
"Guest Voice". This system includes detailed customers comments, feedback, and ranking.
In addition,
customized questionnaires in printed form dare distributed to guests
in the rooms, as well as special
complaint forms are made available to customers of restaurants and other services, which are used to
assess
the guests’ satisfaction. Finally, the Company pays special attention to the questions and even
the guests' comments.
To enhance guest satisfaction, we monitor our customer satisfaction rates on an annual basis. We are
proud to have achieved in our hotels an overall guest satisfaction of 86.7% in 2023.
Caring for food
LAMPSA maintains one of the best, internationally renowned restaurants and always cares not only for
the high quality of the services provided but also for the safety of the raw materials of the products. In this
context, the Company applies a certified HACCP Food Safety System in accordance with the International
Standard ISO22000 and has adopted a specific policy.
Through this specific policy our commitment is as follows:
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 36 of 159
•
We strictly adhere to the HACCP system in accordance with the International Standard ISO
22000 that we apply.
•
We maintain the communication channels we have established with our suppliers and
customers.
•
We constantly keep staff informed of the principles of good hygiene practice.
•
We regularly hold meetings to exchange views with the objective to improve the System.
•
We monitor every critical point every day.
•
We monitor the law and adhere to it.
•
We regularly control the effectiveness of the system.
•
We follow all the Labor Guidelines.
It is also worth mentioning that the Hotel’s restaurants has acquired the "Halal" and "Kosher" certifications,
in order to satisfy the special requirements of our quests.
Responsibility to supply chain
The suppliers are important partners for LAMPSA Company, and a specific procurement procedure is
applied, as it is one of the most important processes in its operation and is related both to the quality of
the services offered and to the health and safety of its visitors / customers.
LAMPSA applies an evaluation procedure of suppliers on an annual basis and the key evaluation criteria
are as follows:
•
Consistency in quality
•
Price competitiveness
•
Level of service
•
Adherence to management systems procedures (ISO / HACCP)
As food safety is a priority to the Company, control and evaluation of food suppliers are very strict and
ongoing. The Company takes precautionary measures which are applied not only in the stages of the
production process, but also in the receipt of raw materials, as well as in the storage and disposal of food
in restaurants and other areas of its hotels.
LAMPSA has established specific standards per type of supply that must be met by suppliers. In addition,
every receipt of products is checked at its premises (on the vehicle) regarding:
•
The quality of any kind
•
The marking of any kind
•
the temperature of the product (fresh in the refrigerator).
Moreover, the Company expects from all suppliers to respect human rights related to diversity and any
kind of harassment at work.
Labour and social issues
Well aware of the key role that human resources play in its development, LAMPSA S.A. constantly invests
in its employees, amply rewards their efforts and provides incentives for increasing productivity in a highly
efficient, fully equipped and, at the same time, congenial working environment. The main areas on which
the Company focuses in respect of the human resources are as follows:
•
Provision of an array of opportunities for staff training and education through the application of
specialized staff training programs
•
Regular assessment of staff performance at all levels
•
Programs designed to promote regular communication between Management and staff, as well
as among employees
•
Provision of special and extraordinary benefits, such as the Special Health Care Program,
Special Pension Scheme, Bonus Payments etc.
•
Participation of staff members in the ordinary Associates Committee for the adoption of
pioneering programs, the planning of supplementary benefits and incentives, the coordination
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 37 of 159
of all business activities, as well as the provision of moral satisfaction and material rewards to
employees
•
Holding a range of events for employees, in the context of internal communication actions.
The Company has internal regulations and the Marriott Code of Conduct has been adopted, a summary
of which is provided to all new recruits, even those who are hired for internships or apprenticeships. Any
changes or modifications to the Code of Conduct are notified in internal updates, as well as in bulletin
boards. In addition, the Principles of Responsible Business, as set out by Marriott, are followed. In
summary, the key elements of these principles include:
●
We are dedicated to recruiting and retaining a talented and diverse workforce.
●
We promote diversity and offer an excellent work environment.
●
We seek to offer competitive salaries and additional benefits.
●
We respect the right of our employees to participate in trade unions.
Key human resources data
Human resources allocation per position / hierarchy rank
2021
2022
2023
Men
Women
Total
Men
Women
Total
Men
Women
Total
Board
of
Directors
8
1
9
6
4
10
6
4
10
Directors
3
2
5
5
2
7
5
2
7
Supervisors
10
6
16
13
6
19
12
7
19
Employees
170
152
322
193
188
381
206
198
404
Other
employees
92
74
166
115
110
225
110
111
221
Total*
283
235
518
326
306
632
333
318
651
*
Members of the Board of Directors are not included in the Total
Ongoing training and development
The Company pays great attention on the continuous development of its employees, thus contributing to
the expansion of their skills and the achievement of their personal goals. The Company provides training
programs on methods and procedures at local and multinational level through Marriot International. In this
context, the Company offers an individual Information & Training plan and is addressed to all employees,
regardless of their position.
Training in 2023 at a glance
7.000+ Participations
250 + Seminars
10.000+ Training Hours
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 38 of 159
Appraisals
Performance appraisal is a key component for the ongoing improvement of the Company's human
resources, as well as for their personal and professional development. Through the evaluation procedure
developed by the Company, the positive contribution of all employees is recognized, while additional
incentives are offered through specific targeting for further improvement.
Performance appraisal of the Company's employees is the main tool for setting corporate and individual
objectives. Through this process, employees receive guidance from their supervisors or managers to
continuously improve and incorporate our culture into their daily activities. The process is different
depending on the employee's contract type. We evaluate our employees annually and in 2022, we
evaluated 100% of our total number of employees to promote personal development and provide career
opportunities through our Company initiatives.
Strengthening relationships with human resources
“Associates commitment is something we must strive
for on a daily basis, as building trust is much more
complex than simply satisfying our associates, as it is
directly related to how excited every member of our
team is about the objectives and our vision as a
Company. Moreover this is about giving our best self
every day, so that together we can achieve the best
possible result. That's the basis of our success."
The Company’s aim is to communicate a significant
message, and thus, it assigns the team of the Human
Resources department, with the upgrading of all
departments, during the departmental meetings. In
particular, due to the unprecedented conditions that prevailed in 2020 - 2022 until today due to the
pandemic, the need for frequent communication with our Associates was even more urgent. We have
organized and continue every month a series of informative and educational teleconferences (online
through Microsoft teams), a series of discussions and updates HR TALKS: TEAM STAY IN TOUCH, STAY
SAFE AND STAY POSITIVE in order to continue the communication with all our Associates according the
the values of our company.
In 2023 now that the COVID pandemic is under control, the Human Resources
Department takes part in the regular briefing of the Departments during Departmental Monthly Meetings
and gives a general briefing to all staff before the Annual Associate Engagement Survey Information
Session.
Training breakdown 2023
Customer Service Excellence
Brand Activation - Luxury Collection Programs
Heritage and Culture Club
Ethics & Compliance
HACCP/ Allergens
Health & Safety
Leadership
Personal Health & Wellbeing
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 39 of 159
Moreover, to ensure the most effective communication between the Management and its employees, the
Company has established an (Employee Relations Committee – ERC / TakeCare Champions Meetings)),
in which employees from all its departments participate. The Human Resources Department selects the
members of the committee every year, ensuring that employees from different levels and from all
employment contracts participate, so that there is an adequate and objective representation of all the
people who work in the Company. The committee meets with Management representatives twice a year,
to discuss issues that concern employees.
In the same context, the institution of improvement proposals is applied, through which all employees
have the opportunity to submit an idea or proposal to the Management and be rewarded for it and its
innovation
Another initiative followed by LAMPSA Company is the institution "Manager on duty" where on weekends
the directors of the departments as well as the Hotel Manager, are close to the employees who are
employed these days, giving them the opportunity to get in touch with the Company Management
representatives.
Moreover, the Human Resources Department is always at the disposal of the employees and provides its
support in case they face any problem or need advice and directions. In addition, the General Manager is
available to listen to any complaints or concerns of employees.
Complaint mechanism
The Company has recognized the significance of submitting complaints, as through resolving them, it
identifies the points that need improvement and takes the necessary corrective measures. At the Great
Britain Hotel, a complaints box has been placed, in an area where the anonymity of the employees is
ensured, for the submission of suggestions, proposals and / or complaints.
In addition, all employees of LAMPSA Hotels can use the Marriott International (EthicsPoint) hotline,
where they can call and submit any concerns or complaints anonymously. Marriott International offers the
possibility
of
submitting
an
online
complaint
or
inquiry
form
through
the
website
.
Additional benefits
The LAMPSA Company continuously cares for satisfaction of its employees, offering, apart from
satisfactory remuneration, a set of additional benefits in addition to those legally required, further
enhancing the excellent working climate. These additional benefits are further analyzed below as follows:
•
Restaurant for the employees
•
Additional health care
•
Additional insurance (Special Pension Program)
•
Transportation expenses
•
QCC
employee loyalty program
•
Food Vouchers
•
Provision of progress prizes and granting of camps for the children of the employees
•
Sports awards for employees and their children
•
Additional days of leave
Health and Safety Policy
The Company, recognizing the primary importance of a healthy and safe working environment, takes care
to ensure the best possible working conditions, in all its facilities and takes all the necessary measures to
protect against occupational risks.
The Company has established a health and safety committee, which meets once a month and consists of
the health and safety manager, the external safety technician, the occupational physician and 7
employees. The primary objective of the committee is to eliminate accidents and eliminate the factors that
can lead to an incident or the occurrence of an occupational disease.
In case of an event, the head of department, where the event took place, also participates in the
committee, in order to examine all the parameters and to take corrective measures. All events (minor
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 40 of 159
accidents and accidents) that may occur, are recorded and monitored by the safety technician and
whenever necessary, the necessary corrective actions are implemented.
In order to strengthen the commitment for a safe working environment, LAMPSA Company has adopted
and implements a Health and Safety Policy through which it is committed to:
•
Provide and ensure healthy and safe working conditions, taking into account the current
legislation.
•
Train and guide staff so that they could carry out their work safely and efficiently.
•
Provide all the necessary safety devices and personal protection equipment for employees and
supervise their correct application and use.
•
Maintain everyone's interest in health and safety.
All hotel employees and partners are required to comply with Health and Safety Policy and, in particular,
to:
•
Apply health and safety regulations.
•
Work with due care.
•
Use the protective equipment provided.
•
Follow the procedures as defined for every type of work.
•
Help in investigating the accidents.
•
Suggest ways to improve working conditions for greater security.
•
Report directly to their supervisor about any equipment that is not working properly and can
cause an accident.
Equal opportunities at work and human rights
LAMPSA Company respects the internationally recognized human rights, the relevant principles of the
Universal Declaration of Human Rights (UDHR), as well as the institutionalized labor rights. Marriott's
Human Rights Policy has been developed based on the principles of the Universal Declaration and has
been adopted by the LAMPSA Company. In this Policy, the Company commits to its employees that it
respects diversity and provides equal opportunities regarding salaries, additional benefits and working
hours, without any separation in relation to gender, nationality, religion and other individual characteristics.
Also in the Company is not accepted any event of child and / or forced labor and makes every effort to
eliminate them.
Training on Health and Safety
One of the key pillars of Associates’
training is health and safety at work, based on Marriott's Putting
People First. The Academy of Education works in conjunction with the "Committee on Health and Safety"
to assist in an excellent and safe work environment, and also investigates the cause of accidents at work
as well as the analysis of statistics so that we are constantly improving.
In particular and per training category:
Covid-19
•
Personal Protection Measures (Gloves, Masks, Glasses, Ecolab Chemicals)
•
Social distancing and maintaining the right distances
•
Cleaning procedures (workplace, personal hand hygiene, etc.
•
Marriott Commitment to Clean program procedures
•
Contactless Service - remote service procedures with minimal contact with customers
General knowledge on security issues
•
Customer safety (Room, common areas, etc.)
•
Safety of electronic means (Credit cards, access to systems, PC codes, etc)
•
Safety of Customer and Partner Personal Data (GDPR)
•
Fire extinguishing systems
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 41 of 159
•
Building evacuation systems
•
Protocols in case of earthquake
•
Protocols in case of terrorist act (Bomb, etc)
•
Customer disease protocols
•
Company’s Codes of Conduct
•
Knowledge and procedures to avoid Human Trafficking and Anti-Harassment / equal
opportunities
Specialized knowledge on safety issues
•
Avoiding occupational accidents
•
Proper use of machinery and tools by specialty
•
Personal Protection Measures by specialty (Kitchen, Floors and Technical Department)
HACCP systems, ISO 22000, Legionella disease, allergen and chemical management
Caring for Society
LAMPSA focuses on the implementation and support of social responsibility actions, as the contribution
to society and especially the support of vulnerable social groups is an integral part of the Company's
corporate culture. In this context, the Management and all the employees of the Hotels “Grande Bretagne”
and “King George” undertake continuous social responsibility initiatives, which are an integral part of the
LAMPSA strategy.
In 2023, the following actions were implemented:
•
We collected and donated clothing twice a year for the City of Athens Homeless Charity and
"Children Villages SOS”,
•
We organized 2 Blood Donation on 09.02.2023 and 19.07.2023 and managed to collect a total
of 58 bottles of blood.
•
We contributed significantly to the work of the chain of support for our fellow citizens affected by
the devastating fires and in collaboration with "Humanity", we offered 3,024 water bottles and
1,000 cereal bars and as a sign of appreciation and respect for our continuous and touching offer
to our fellow citizens who have been affected by the severe climate disasters, we were awarded
the "Drip" award by Humanity Greece.
•
We provided food portions to the Homeless Foundation and the "Galini" Foundation as well as
additional food portions at Easter and Christmas (actions have been implemented since 2013)
•
We celebrated, as every year, the International Women's Day, organizing a special event for all
the Women of our Group, offering them a symbolic gift and more specifically a bracelet from the
SOS Children's Villages, actively supporting our fellow human beings in need.
•
For the last 14 years, we have been supporting the global Race for the Cure initiative for the
prevention of breast cancer. The race takes place every year at Zappeion and is supported by
"Alma Zois" the Association for the Protection of Women with Breast Cancer. The Company's
hotels support the Association financially, covering the participation cost of each employee and
donating a symbolic amount for each kilometre covered by each employee. This year, the event
was held online with a physical presence.
•
In 2023, our employees participated in the Athens Authentic Marathon. Specifically, our team
reached 15 people in 2021, 17 people in 2022 and 22 people in 2023.
•
We organised the "Parents' Day", where every year the children of employees come every
Christmas to a Festive Event in our Hotels and see the departments where their parents work,
spending some hours with a briefing from a departmental official in an attempt to orientate them
professionally.
•
In 2020, 2021, 2022 and 2023 we continued to collect plastic caps of water, carbonated drinks,
milk, juices, etc., in order to support the fundraising activities of various associations and/or
schools in our community and solidarity actions. In 2021 we managed to collect 50 kilos of good
quality plastic caps from water, carbonated drinks, milk, juice bottles, thus supporting the Special
School of the Municipality of Ilion in Athens. In 2022 we managed to collect 55 kg of caps and in
2023 we collected 50 kg of caps.
•
In 2023 we organized a Christmas Bazaar with Christmas creations of our Partners and the
proceeds collected were donated to the non-profit organization "DESMOS" and an Easter Bazaar
for "Make A Wish".
•
In 2023, as in previous years, a "Desmos for Schools" program was held and money was raised
for donations to schools both in deprived areas of Athens and schools in remote areas of
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 42 of 159
Northern Greece and the barren line. The purpose of these donations was to provide educational
equipment for the schools and to cover annual heating costs.
Desmos is a Non-Profit Association with a vision of the need to use responsibly and effectively the private
initiative in dealing with the humanitarian crisis that our country is experiencing, as well as the common
perception of professionalism. The ultimate common goal is for Desmos to contribute to the creation of
sustainable solidarity networks and the cultivation of social and humanitarian responsibility.
Environmental issues
Environmental protection and responsible environmental behavior is an integral part of the strategy and
key priority of the Company. Specifically, the Company recognizes the need for continuous improvement
of its environmental performance and ensures that it is in full compliance with existing legislation and
international directives.
The Company's commitment to environmental care is reflected in the Environmental Policy it has adopted
as a member of Marriott Worldwide Organization. Through this Policy, the Company is committed to
implementing practices to contribute to:
•
Saving natural resources.
•
Protecting the biodiversity of ecosystems.
•
Promoting sustainable development.
•
Minimizing waste and contamination.
•
Raising awareness among workers, visitors and local communities.
The Company has established a special environmental health and safety Committee, which ensures the
Company's harmonization with Greek laws, EU legislation and Marriott International environmental
initiatives.
The Company has initiated a series of integrated measures aimed at reducing its carbon footprint,
optimising water consumption and reducing waste production. Despite the increased operational demands
caused by the Covid-19 pandemic, its steady efforts have yielded remarkable results as it has succeeded:
-
14% reduction in scope emissions 2
-
14% reduction in water consumption per night of hospitality
-
85% guest satisfaction rate reflecting an exceptional guest experience
The Company has set a roadmap to stop scope 1 and 2 greenhouse gas (GHG) emissions, starting with
calculating and monitoring its overall footprint. We consider scope 1 emissions to be those resulting from
natural gas consumption and scope 2 emissions to be those resulting from electricity consumption. In
2022, scope 1 and scope 2 emissions were 2 049 tons of CO2 and 3 692 tons of CO2 respectively. Scope
2 accounted for 64% of total emissions. The Company achieved a 14% reduction in scope 2 emissions
compared to the previous year, despite having intensified its business activities following the Covid-19
pandemic.
The graph below summarizes scope 1 and scope 2 emissions for the Company in 2022.
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 43 of 159
Energy saving
The Company systematically monitors energy consumption in its facilities and seeks opportunities to
improve its energy efficiency where feasible. It recognises the need for immediate action towards reducing
carbon emissions and therefore systematically monitors emissions resulting from its operations. In this
context, the Company has implemented significant projects to achieve energy savings:
•
Automation that helps managing the cooling and heating of buildings without unnecessary
losses.
•
Use of natural gas in coolers.
•
Instabus system for outdoor lighting, banquet rooms and public areas. With this system all parts
of the electrical installation of the buildings can communicate with each other and adjust the
power consumption much more directly.
The Company monitors various indicators related to the energy consumption and cost of the hotels, such
as e.g. the cost and consumption per available room, the cost and consumption per occupied room, the
cost and consumption per served customer of the restaurants, etc.
The Company’s total energy consumed for the period 01.01- 31.12.2023 in respect of Electricity, Natural
Gas and Water was as follows:
Period
Electricity
consumption (KWh)
Gas Consumption (KWh)
Water Consumption
M
3
01.01-31.12.2023
9.383.864,04
10.338.752,00
100.288,00
Waste Management
Responsible management of the generated waste is a priority for LAMPSA Company, which implements
a specific management procedure in order to achieve the reduction of their volume and the increase of
the percentage of waste that is recycled. The Company cooperates exclusively with properly licensed
companies for their management and constantly trains its staff in matters of recycling and responsible use
of energy.
The materials recycled from the Company's facilities are: glass, paper, plastic, light bulbs, used kitchen
oils, organic materials, inks, batteries and electrical appliances.
The table below presents the volume of recycling of various materials over the last six years:
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 44 of 159
2018
2019
2020
2021
2022
2023
Glass, plastic, paper, metal
27.600kg
38.260kg
20.000kg
120m
3
125m
3
1.472,25
Electronic devices
962kg
732kg
800kg
850kg
900kg
1.200kg
Lamps
430kg
350kg
350kg
400kg
500kg
500kg
Batteries
128kg
112kg
115kg
120kg
180kg
250kg
Cooking oils
6.700kg
4.328kg
2.000kg
3.560kg
6.865kg
5.315kg
Organic waste
1.500kg
7.000kg
8.000kg
58.390kg
Since 2018 the
Company has launched a structured program at both our Hotels in "Responsible
consumption and production of energy as well as sensitization to environmental issues of recycling of
organic-inorganic materials" which was awarded with Sustainable Development Champions Award.
Through the program, it has installed an organic waste management system from the kitchens of the hotel
facilities and achieves 70% of their recycling in the form of composting.
Moreover the hotels of the Company, participate in the international program of recycling of personal
hygiene items "Clean the World". Through this program, the Company also recycles plastic containers
containing shower gels or shampoos.
Action on Climate and Emissions
Air quality and climate change
We endeavor to operate responsibly towards the environment and conduct our operations in a way that
reduces our environmental impact. Since 2020, the European Council has agreed to reduce net
greenhouse gas emissions in European Union countries by at least 55% by 2030. In 2021, a revised "Fit
For 55" legislative package was adopted, outlining measures for implementing climate commitments and
detailing available financial instruments for energy and environmental initiatives.
We are adopting a responsible strategy towards the environment, our guests, our shareholders and wider
stakeholders. We adopt ESG reporting standards to ensure transparency and continuous improvement of
our performance. Also in the short term, we adopt the most effective Energy Improvement technologies
that reduce our energy consumption and emissions. In the medium term, we will develop the services and
products we offer our customers by placing greater emphasis on reducing emissions with specific actions
and targets by 2030 (such as installing Energy Improvement technologies in buildings, supplying electricity
from renewable energy sources).
We annually evaluate our impact on the environment through our Environmental Management System,
which is certified according to ISO14001. We calculate the greenhouse gas emissions by the source of
energy we use, the main one being electricity (for the operation of the Hotels) in order to identify the
sources from which our environmental impact can be reduced. We take actions to raise awareness and
actively involve our employees and customers regarding environmental protection.
Part of our continuous journey of continuous improvement is related to incorporating reliable, sustainable
practices to eliminate our ecological footprint. Since our hotels are highly dependent on natural resources,
we know that climate change poses significant risks to our operations, especially during peak tourism
season. We are incorporating resilient measures to respond to the climate crisis, ensuring long-term
sustainability, resilience and cost effectiveness.
The measures we are taking include:
-
Automation for efficient management of cooling and heating buildings, avoiding unnecessary
losses.
-
Regulation of energy consumption directly through installation of the "instabus" system in both
the Great Britain Hotel and the King George Hotel.
-
Use of renewable energy with Certificates of Green Sources wherever possible in our facilities.
Climate change risk management
We recognize our responsibility to reduce greenhouse gas emissions and therefore, we systematically
monitor climate change-related risks through our Risk Registers (which include natural risks, e.g. extreme
weather events, as well as transition risks, e.g. legislative and regulatory framework, alternative fuel
production and supply infrastructure) and examine energy saving opportunities (e.g. through technology,
case studies, benchmarking).
As part of our efforts to rationalize the use of natural resources, we are implementing actions to reduce
the amount of materials used, such as the use of multi-machinery most of which is recycled and
remanufactured, use of remanufactured electronic equipment, efficient use of spare parts and other
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 45 of 159
supplies (such as consumables), etc. We ensure that consumables are reused wherever possible. We
recycle materials (such as paper, plastics, batteries, toners, electronic equipment and lubricants) related
to our activities.
International environmental awards
Since 2010, Grand Bretagne hotel has been awarded the Green Key Award, an international and
ecological quality program for tourism aiming at raising awareness among owners, employees, customers,
and local communities about actions in issues of environment and sustainable development such as
environmental management and staff participation in it, customer information, water and waste
management, etc.
Grand Bretagne and King George Hotels have been certified for ten consecutive years, and in 2023 they
have been awarded
with a Green Key label for the “Green Rooms” available to guests. The hotels’
objective through this certification, is to make a significant contribution to the creation of an ecological
culture and awareness of environmental protection and green development.
This year, as in previous years, we celebrated Earth Hour in our hotels. In 2021, the employees
participated, either by writing their promise and taking part in the video that has been posted on the social
media of the Hotels, or participating in the “Your Earth Hour” competition with their photo.
In 2022, we
participated in the Earth Hour event and motivated all our Partners to turn off the lights for an hour to send
a decisive message of participation for the protection of the environment. In 2023, for one more year, we
turned off the lights and joined forces to save the planet's energy.
Corporate Governance
Responsible operation of LAMPSA Company is based on the effective Corporate Governance framework
it implements, the main features of which are transparency in information, independence in management,
dynamic support of development initiatives and innovations and risk management within self-regulatory
frameworks.
The company is operationally supported by:
•
Flexible and specialized top management
•
Enhanced network of administrative information and communication mechanisms
•
Code of Conduct
•
Internal Operating Regulations
•
Rules of Procedure
Personal
data
protection
The Company protects privacy and any confidential information that may arise during the provision of our
services to the customers of our hotels and takes all appropriate measures to protect personal data, in
accordance with the requirements of the
domestic legislation and international rules for the protection of
personal data.
Risk Management
The Company operates in an economic and social environment which is characterized by various risks,
financial and not. In this context and in order to manage them effectively, it works predictively by recording
the factors that can create these risks based on the principle of prevention.
An example of non-financial risk was the COVID-19 pandemic, which developed rapidly and the measures
imposed by the Government from March 2020 to 2022 affected the Company’s financial and business
operations.
In addition, during the year, further international risks emerged, related to the energy crisis, which led to
the increase in energy prices, the war conflict in Ukraine and the increase in lending rates.
The company monitors the impact and continuously takes countermeasures wherever and whenever
possible.
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 46 of 159
Information on risk management is presented in section C.
In the context of the training plan, the Risk Management training
is applied at our Hotel.
Disclosures under art.
8 of EU Taxonomy Regulation
The EU Taxonomy is the European Union classification system of activities that can under certain
conditions be considered as environmentally sustainable or as activities that enable the transition to
environmental sustainability. Under the Taxonomy regulation, companies and organizations can attract
funds to develop their sustainable activities as well as expand them further, provided they meet certain
criteria.
The criteria that determine the level of sustainability of certain economic activities are set by the Taxonomy
Regulation (2020/852/EU). In order to achieve sustainability of its economic development, the European
Union has stipulated 6 environmental goals, the achievement of which will advance sustainable
development within the Union. Specifically, the environmental goals at the center of the Taxonomy
framework are the following:
1.
Climate change mitigation;
2.
Climate change adaptation;
3.
The sustainable use and protection of water and marine resources;
4.
The transition to a circular economy;
5.
Pollution prevention and control;
6.
The protection and restoration of biodiversity and ecosystems.
NOTE:
Non-financial indicators for 2023 presented in this report are in accordance with the guidelines for the issuance of
Sustainability Reporting Guidelines of the Global Reporting Initiative (GRI Standards). The selection of these indicators was
based on their relevance to the activities of the LAMPSA HELLENIC HOTELS S.A.
Detailed data on the performance in
the issues of sustainable development, the actions and activities of responsible operation of the Company, will be presented
in the annual Sustainable Development Report 2023 which will b
e available on the Company's website
(
).
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 47 of 159
The delegated acts adopted under the Taxonomy Regulation provide technical screening criteria which
must also be met to constitute taxonomy alignment. At the moment of publication of the present, report
the Taxonomy-eligible activities have been set out by 2 Delegated Acts currently in force. In 2021, the EU
adopted the first Delegated Act 2021/2139 (EU) which set out activities and technical screening criteria
for substantial contribution towards objectives 1-2 above, including DNSH criteria for other objectives.
Moreover, in 2023, the second Delegated Act 2023/2486 (EU) was published with regard to activities
significantly contributing to environmental objectives 3-6 above.
The achievement of one or several of the above-mentioned goals provides an economic activity with the
status of sustainable, transitional or enabling according to their alignment to the Taxonomy framework.
Therefore, in order to be considered aligned to the EU Taxonomy, an economic activity must fulfil all of
the following criteria:
I.
Contributes substantially to one or more of the environmental objectives set out in the
Regulation
II.
Does not significantly harm any of the environmental objectives set out in the Regulation
III.
Is carried out in compliance with the minimum safeguards laid down in the Regulation
IV.
Complies with technical screening criteria stipulated by the Commission for each economic
activity towards the achievement of the environmental goals of the Taxonomy.
The Group continuously monitors compliance with the said criteria and reports the related information on
an annual basis, in the non-financial section of the respective annual report. It is noted that the Taxonomy
Regulation is relatively new and still under development (e.g. changes to the first Delegated Act, changes
in presentation format, etc.), leaving still uncertainties around its phased implementation. It is expected,
that the EU Taxonomy will develop into a comprehensive and detailed framework over the coming years.
Accordingly, LAMPSA Group strives to provide clear and accurate information in line with the applicable
provisions while taking under consideration the clarifications provided by the European Commission, the
European Supervisory Authorities (“ESAs”) and the Platform on Sustainable Finance, and published in
the Official Journal of the EU.
The Taxonomy framework provisions that are effective on the date of the present report, require from in-
scope companies to disclose the amount and proportion of activities which are eligible, non-eligible and
aligned with the first 2 climate objectives as part of their total turnover, capital and operational expenditure
and to perform related alignment assessments for all such activities. Furthermore, they require the
disclosure of the proportion of their taxonomy-eligible activities (described in the 2023/
2486 (EU)
Delegated Act adopted in 2023) and non-eligible economic activities as part of their total turnover, capital
and operational expenditure. Finally, all the quantitative information is accompanied by certain qualitative
information for all objectives (1-
6). The Group applied Regulation (EU) 2020/852 as supplemented with
Commission Delegated Regulation (EU) 2021/2139, Commission Delegated Regulation (EU) 2021/2178,
Commission Delegated Regulation (EU) 2023/2485 and Commission Delegated Regulation (EU
)
2023/2486 to identify activities that are eligible.
LAMPSA Group activities within the EU Taxonomy framework
The Group reviewed in detail the activities currently included within the Taxonomy as described in
Delegated Regulations 2021/2139/EU and 2023/2486/EU and concluded that the only economic activity
that approximates its operations falls under objective (6) "protection and restoration of biodiversity and
ecosystems” (BIO). Specifically, the Group provides hospitality services as described in the activity
"Hotels, holiday accommodation, campsites and similar accommodation" (BIO 2.1). LAMPSA Group has
the following 5 luxury hotels in Greece and Serbia which provide high quality hospitality services to their
guests throughout the year:
•
Hotel Grande Bretagne
•
King George
•
Athens Capital Hotel
•
Hyatt Regency Belgrade
•
Mercure Belgrade Excelsior
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 48 of 159
As the activity in question is included in the Delegated Regulation 2023/2486 (EU) approved in 2023, the
obligation concerns solely the disclosure of the percentage of economic Taxonomy-eligible and non-
eligible activities, excluding the evaluation for alignment against the relevant technical screening criteria.
Declaration of activities related to nuclear energy and fossil gaseous fuels
Template 1
Row
Nuclear energy related activities
1.
The undertaking carries out, funds or has exposures to research, development,
demonstration and deployment of innovative electricity generation facilities that
produce energy from nuclear processes with minimal waste from the fuel cycle.
NO
2.
The undertaking carries out, funds or has exposures to construction and safe
operation of new nuclear installations to produce electricity or process heat,
including for the purposes of district heating or industrial processes such as
hydrogen production, as well as their safety upgrades, using best available
technologies.
NO
3.
The undertaking carries out, funds or has exposures to safe operation of existing
nuclear installations that produce electricity or process heat, including for the
purposes of district heating or industrial processes such as hydrogen production
from nuclear energy, as well as their safety upgrades.
NO
Fossil gas related activities
4.
The undertaking carries out, funds or has exposures to construction or operation
of electricity generation facilities that produce electricity using fossil gaseous
fuels.
NO
5.
The undertaking carries out, funds or has exposures to construction,
refurbishment, and operation of
combined heat/cool and power generation
facilities using fossil gaseous fuels.
NO
6.
The undertaking carries out, funds or has exposures to construction,
refurbishment and operation of heat generation facilities that produce heat/cool
using fossil gaseous fuels.
NO
LAMPSA Group is not involved in any of the activities referenced in the table above and thus does not
report on any of the KPI table templates 2-
5 of Annex XII of Regulation 2021/2178 (EU).
Qualitative information
Accounting Policy
The consolidated and separate financial statements of LAMPSA HELLENIC HOTELS S.A. of December
31st 2023 covering the period from January 1st up to December 31st 2023 have been prepared in
accordance with the International Financial Reporting Standards (IFRS), as such have been adopted by
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 49 of 159
the European Union. The accounting principles applied for the preparation of the EU Taxonomy KPIs are
described in Note 2 «Framework for preparation of financial statements» as well as in Note 3 «Summary
of accounting policies» of the «Annual Financial Report» of December 31st 2023.
Proportion of the total turnover
. The proportion of eligible economic activities in the total turnover was
calculated on the basis of the net turnover from the sale of goods corresponding to activities included in
the Taxonomy framework (numerator), divided by the total net turnover (denominator), both referring to
the financial year 2023. Specifically, the total Group turnover is presented in line « Sales» of the
«Statement of Comprehensive Income» as well as in Note 5.20 of the consolidated «Annual Financial
Report of year 2023».
Proportion of the total CapEx
. It was calculated based on capitalized expenditures incurred for asset
additions or processes associated with eligible economic activities and includes the Taxonomy's eligible
capital expenditures (numerator) divided by total capital expenditure (denominator). Total capital
expenditure includes additions to tangible fixed assets as well as intangible assets and right-of-use assets
during the period of use, before depreciation and any impairment. The total capitalized expense is
calculated based on the Statement of Financial Position and specifically notes in «5.2 Property, plant and
equipment» and «5.3 Intangible assets».
Proportion of the total OpEx
. It was calculated on the basis of operating costs related to research and
development, repair and maintenance of assets or processes corresponding to eligible economic activities
and includes the Taxonomy-eligible operating costs (numerator) divided by the total operating costs for
repair and maintenance as well as operating costs related to research and development. The EU
Taxonomy's definition of operating expenditure includes expenditure on research and development,
building renovation, maintenance and repair, as well as any other direct expenditure related to the day-
to-day servicing of tangible assets.
The information presented in this report complies with the requirements of the Taxonomy Regulation and
the relevant Delegated Regulations issued up to the time of this publication. The relevant guidelines have
a relative margin of interpretation and are constantly adapted to the needs of the process. Taking this into
account, the Group pays particular attention to relevant developments and adjusts its approach depending
on the assumptions and applicable methodology.
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 50 of 159
Financial year 2023
Economic Activities (1)
Code (2)
Turnover
(3)
Proportio
n of
Turnover,
year 2023
(4)
Climate
Change
Mitigation
(5)
Climate
Change
Adaptation
(6)
Water (7)
Pollution (8)
Circular
Economy
(9)
Biodiversity
(10)
Climate
Change
Mitigation
(11)
Climate
Change
Adaptatio
n (12)
Water
(13)
Pollution
(14)
Circular
Economy
(15)
Biodiversi
ty (16)
Text
Currency
%
Y; N; N/EL
Y; N; N/EL
Y; N; N/EL
Y; N; N/EL
Y; N; N/EL
Y; N; N/EL
Y/N
Y/N
Y/N
Y/N
Y/N
Y/N
Y/N
%
E
T
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1. Environmentally sustainable activities (Taxonomy-aligned)
0
0%
%
%
%
%
%
%
Y
Y
Y
Y
Y
Y
Y
0%
0
0%
%
%
%
%
%
%
Y
Y
Y
Y
Y
Y
Y
0%
Ε
0
0%
%
Y
Y
Y
Y
Y
Y
Y
0%
Μ
A.2. Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities)
EL; N/EL
EL; N/EL
EL; N/EL
EL; N/EL
EL; N/EL
EL; N/EL
Hotels, holiday, camping grounds and similar
accommodation
BIO 2.1
112.318
100%
N/EL
N/EL
N/EL
N/EL
N/EL
EL
0%
112.318
100%
0%
0%
0%
0%
0%
100%
0%
112.318
100%
0%
0%
0%
0%
0%
100%
0%
B. TAXONOMY-NON-ELIGIBLE ACTIVITIES
0
0%
112.318
100%
A. Turnover of Taxonomy-eligible activities (A.1+A.2)
Year
Substantial contribution criteria
DNSH criteria (“Does Not Significantly Harm”)
Minimum
Safeguard
s (17)
Category
transition
al activity
(20)
Turnover of environmentally sustainable activities
(Taxonomy-aligned) (A.1)
Of which enabling
Of which transitional
Turnover of Taxonomy-eligible but not environmentally
sustainable activities (not Taxonomy-aligned activities)
(A.2)
Proportion of
Taxonomy-
aligned (A.1.) or -
eligible (A.2.)
turnover, year
2022 (18)
Category
enabling
activity
(19)
Turnover of Taxonomy-non-eligible activities
TOTAL
Turnover KPI
Taxonomy-
aligned per
objective
CCM
0%
CCA
0%
WTR
0%
CE
0%
PPC
0%
BIO
0%
0%
0%
0%
100%
Proportion of Turnover/
Total Turnover
Taxonomy-eligible per
objective
0%
0%
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 51 of 159
Taxonomy-
aligned per
objective
CCM
0%
CCA
0%
WTR
0%
CE
0%
PPC
0%
BIO
0%
0%
0%
0%
100%
Proportion of CapEx/
Total CapEx
Taxonomy-eligible per
objective
0%
0%
CapEx KPI
Financial year 2023
Economic Activities (1)
Code (2)
CapEx (3)
Proportio
n of
CapEx,
year 2023
(4)
Climate
Change
Mitigation
(5)
Climate
Change
Adaptation
(6)
Water (7)
Pollution (8)
Circular
Economy
(9)
Biodiversity
(10)
Climate
Change
Mitigation
(11)
Climate
Change
Adaptatio
n (12)
Water
(13)
Pollution
(14)
Circular
Economy
(15)
Biodiversi
ty (16)
Text
Currency
%
Y; N; N/EL
Y; N; N/EL
Y; N; N/EL
Y; N; N/EL
Y; N; N/EL
Y; N; N/EL
Y/N
Y/N
Y/N
Y/N
Y/N
Y/N
Y/N
%
E
T
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1. Environmentally sustainable activities (Taxonomy-aligned)
0
0%
%
%
%
%
%
%
Y
Y
Y
Y
Y
Y
Y
0%
0
0%
%
%
%
%
%
%
Y
Y
Y
Y
Y
Y
Y
0%
Ε
0
0%
%
Y
Y
Y
Y
Y
Y
Y
0%
Μ
A.2. Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities)
EL; N/EL
EL; N/EL
EL; N/EL
EL; N/EL
EL; N/EL
EL; N/EL
Hotels, holiday, camping grounds and similar
accommodation
BIO 2.1
6.745
100%
N/EL
N/EL
N/EL
N/EL
N/EL
EL
0%
6.745
100%
0%
0%
0%
0%
0%
100%
0%
6.745
100%
0%
0%
0%
0%
0%
100%
0%
B. TAXONOMY-NON-ELIGIBLE ACTIVITIES
0
0%
6.745
100%
A. CapEx of Taxonomy-eligible activities (A.1+A.2)
Year
Substantial contribution criteria
DNSH criteria (“Does Not Significantly Harm”)
Minimum
Safeguard
s (17)
Category
transition
al activity
(20)
CapEx of environmentally sustainable activities
(Taxonomy-aligned) (A.1)
Of which enabling
Of which transitional
CapEx of Taxonomy-eligible but not environmentally
sustainable activities (not Taxonomy-aligned activities)
(A.2)
Proportion of
Taxonomy-
aligned (A.1.) or -
eligible (A.2.)
CapEx, year 2022
(18)
Category
enabling
activity
(19)
CapEx of Taxonomy-non-eligible activities
TOTAL
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 52 of 159
OpEx KPI
Financial year 2023
Economic Activities (1)
Code (2)
OpEx (3)
Proportio
n of OpEx,
year 2023
(4)
Climate
Change
Mitigation
(5)
Climate
Change
Adaptation
(6)
Water (7)
Pollution (8)
Circular
Economy
(9)
Biodiversity
(10)
Climate
Change
Mitigation
(11)
Climate
Change
Adaptatio
n (12)
Water
(13)
Pollution
(14)
Circular
Economy
(15)
Biodiversi
ty (16)
Text
Currency
%
Y; N; N/EL
Y; N; N/EL
Y; N; N/EL
Y; N; N/EL
Y; N; N/EL
Y; N; N/EL
Y/N
Y/N
Y/N
Y/N
Y/N
Y/N
Y/N
%
E
T
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1. Environmentally sustainable activities (Taxonomy-aligned)
0
0%
%
%
%
%
%
%
Y
Y
Y
Y
Y
Y
Y
0%
0
0%
%
%
%
%
%
%
Y
Y
Y
Y
Y
Y
Y
0%
Ε
0
0%
%
Y
Y
Y
Y
Y
Y
Y
0%
Μ
A.2. Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities)
EL; N/EL
EL; N/EL
EL; N/EL
EL; N/EL
EL; N/EL
EL; N/EL
Hotels, holiday, camping grounds and similar
accommodation
BIO 2.1
5.355
100%
N/EL
N/EL
N/EL
N/EL
N/EL
EL
0%
5.355
100%
0%
0%
0%
0%
0%
100%
0%
5.355
100%
0%
0%
0%
0%
0%
100%
0%
B. TAXONOMY-NON-ELIGIBLE ACTIVITIES
0
0%
5.355
100%
A. OpEx of Taxonomy-eligible activities (A.1+A.2)
Year
Substantial contribution criteria
DNSH criteria (“Does Not Significantly Harm”)
Minimum
Safeguard
s (17)
Category
transition
al activity
(20)
OpEx of environmentally sustainable activities (Taxonomy-
aligned) (A.1)
Of which enabling
Of which transitional
OpEx of Taxonomy-eligible but not environmentally
sustainable activities (not Taxonomy-aligned activities)
(A.2)
Proportion of
Taxonomy-
aligned (A.1.) or -
eligible (A.2.)
OpEx, year 2022
(18)
Category
enabling
activity
(19)
OpEx of Taxonomy-non-eligible activities
TOTAL
Taxonomy-
aligned per
objective
CCM
0%
CCA
0%
WTR
0%
CE
0%
PPC
0%
BIO
0%
0%
0%
0%
100%
Proportion of OpEx/
Total OpEx
Taxonomy-eligible per
objective
0%
0%
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 53 of 159
Corporate Governance Statement of the Company “LAMPSA HELLENIC HOTELS S.A.”
1.
Introduction
The Company’s Board of Directors hereby states that the Company has adopted and fully complies with
the legislative framework on corporate governance effective in Greece and - in particular - with the
provisions of Articles 1 to 24 of Law 4706/2020, Law 4548/2018, Article 44 of Law 4449/2017 (Audit
Committee) as amended by Article 74 of Law 4706/2020 and effective, in conjunction with the relevant
decisions, circulars and guidelines of the Hellenic Capital Market Commission.
In this context, following the decision No. 2002/2021 of the Company’s Board of Directors, its Rules of
Operation were approved, updated in accordance with the provisions of Article 14 of Law 4706/2020, and
posted on Company website www.lampsa.gr. The Company's Rules of Operation include, among other
things, the organizational structure of the Company, the objectives of the Company's units and
committees, the characteristics of the Company's Internal Control System (ICS), etc. The Company's
Rules of Operation have been published on the Company's website
http://www.lampsa.gr, in accordance
with Article 14 par. 2 sec. b' of Law 4706/2020.
Furthermore, the Company has adopted the Hellenic Corporate Governance Code (HCGC -
June 2021
edition) of the HCGC, pursuant to Board Minutes No. 2000/2021. The ECGC is posted on the Company's
website:
in the "Press Office - Announcements" section.
The adopted corporate governance principles affect the way the Company operates, the processes and
decision making at all levels of its activities, seeking to ensure the required equal transparency to all
stakeholders.
•
1.17 - calendar of meetings and annual action programme
•
2.3.1, 2.3.2., 2.3.3, 2.3.4 - succession framework for the Board and the CEO
•
3.3.13 - introductory briefing and continuous training programme
Deviations from special practices of the Hellenic Corporate Governance Code (HCGC) and relevant
justifications ("Comply or Explain") C/E.
1.17 At the beginning of every calendar year, the Board of Directors adopts a calendar of meetings and
an annual action plan, revised according to the developments and needs of the company, in order to
ensure sound, complete and timely fulfillment of its duties, as well as the examination of all matters on
which it takes decisions.
Explanation: The meetings of the Company’s Board of Directors are regular and include specific issues,
as well as fixed financial calendar issues. In addition, the the Board of Directors meets when the needs of
the Company or the regulations require it thus ensuring proper and timely fulfillment of its duties, provision
of
sound and complete information about the operation of the Company, without the existence of a
predetermined program. In any case, the Company is in the process of formulating an annual calendar of
meetings, as well as an annual action plan.
C/E 2.3.1. The Company has in place a framework for appointments and succession of the members of
the Board of Directors, in order to identify the needs of appointments or replacement and to ensure the
smooth continuity of the management and the achievement of the Company's objective. 2.3.2. The
Company ensures the smooth succession of the members of the Board of Directors by gradually replacing
them in order to avoid a lack of management. 2.3.3. The succession framework takes into account, in
particular, the findings of the evaluation of the Board of Directors in order to achieve the required changes
in composition or skills and to maximize the effectiveness and collective suitability of the Board of
Directors. 2.3.4. The Company also has a succession plan for the CEO. The preparation of a proper
succession plan for the CEO is assigned to the nomination committee, which in this case takes care of: •
identifying the required quality characteristics that the person of the CEO should have, • continuous
monitoring and identification of potential internal candidates, • if appropriate, search for potential external
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 54 of 159
candidates, • and dialogue with the CEO regarding the evaluation of candidates for the position and other
senior management positions.
Explanation: The Company has not currently adopted the above special practices, as no need or gap has
arisen in its management and it plans to capture the succession framework of the members of the Board
of Directors and the CEO in the medium term.
C/E 3.3.13 The Company formulates and implements a program of a) introductory information following
the selection and at the beginning of the term of the new members of the Board of Directors and b)
continuous information and training of the members in matters concerning the Company.
Explanation: The Company has established a training policy for the members of the Board of Directors,
the managers as well as the other executives of the Company and carries out briefings for the members
of the Board of Directors for their obligations arising from the legislation both in the context of introductory
information after the selection and at the beginning of the term of office of the new members of the Board
of Directors, as well as during their term of office. The Company is considering the future formation of a
continuous training program for the members of the Board of Directors in matters concerning the
Company.
The adopted principles of corporate governance code affect the operation, the procedures and decision
making at all levels of the Company’s activities, seeking to ensure the necessary transparency on equal
terms to all interested parties.
C/E 2.2.13 The company applies a diversity policy which is part of the suitability policy.
2.2.14 In terms
of gender representation, the diversity policy includes specific quantitative representation objectives by
gender. 2.2.15 The company shall ensure that diversity criteria apply beyond Board members to senior or
executive management with specific gender representation objectives and timelines for achieving them.
Explanation: The diversity criteria for members of the Board of Directors have been reflected within the
Suitability Policy. In this context, the Company will in due course consider adopting a diversity policy,
which will include the above requested information.
C/E 5.9 The Board of Directors engages and monitors the Executive Management on matters relating to
new technologies and environmental issues.
Explanation: It is a fundamental objective of the Company and the executive management to shield and
promote sustainable development and the environment in general, which is intended to be reflected in
future Board pf Directors discussions.
2.
BOARD
OF
DIRECTORS
The Company by virtue of No. 2000/2021 approved the Rules of Operation of the Company's Board of
Directors, which was further updated by virtue of Board Minutes No. 2044/27.11.2023 and posted on the
Company's website
.
2.1 General Principles
The Board of Directors is responsible for deciding on every act concerning the Company’s management
and the management and disposition of its corporate property and the representation of the Company. It
decides on all the general issues concerning the Company within the framework of its corporate objective,
within the limits of the law excluding the issues on which, according to the law or the Articles of Association,
the General Meeting of Shareholders is responsible to decide.
The ultimate objective of the Board of Directors is to maximize the long-term value of the Company and
defend the general corporate interest. The Board of Directors represents the Company in all its relations
and transactions and is responsible for full and effective control of the Company's operations, acting in
accordance with the legal provisions
and Articles of Association. The Board of Directors is responsible
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 55 of 159
for making decisions on every issue regarding the management of the Company's assets, its
representation and its operations in general, taking all appropriate measures and decisions that help the
Company to achieve its objective.
The Board of Directors is responsible for defining the Company's values and strategic orientation, as well
as the continuous monitoring of their compliance. At the same time, it remains responsible for the approval
of the Company's strategy and business plan, as well as for the continuous monitoring of their
implementation. The Board of Directors also regularly reviews the opportunities and risks in relation to the
defined strategy, as well as the relevant measures taken to address them. The Board of Directors, seeking
to receive all the necessary information from its executive members or from the managers, is informed
about the market and about any other development that affects the Company.
The Board of Directors ensures that the Company's values and strategic planning are aligned with the
corporate culture. The Company's values and objectives are translated and put into practice and influence
practices, policies and behaviors within the Company at all levels. The Board of Directors and senior
management set the standard for the characteristics and behaviors that shape corporate culture and
exemplify its application. At the same time, they use tools and techniques aimed at integrating the desired
culture into the Company's systems and procedures.
In particular, the Board of Directors:
• Defines and supervises the implementation of the Company's corporate governance system, monitors
and evaluates periodically every three (3) financial years at least its implementation and effectiveness,
taking appropriate actions to address deficiencies.
• Ensures the adequate and efficient operation of the Company's Internal Control System, which aims at
the following, in particular, objectives:
o
consistent implementation of the business strategy, with the effective use of available resources,
o
recognition and management of the essential risks associated with its business activity and
operation,
o
effective operation of the Internal Control Unit,
o
ensuring the completeness and reliability of the data and information required for the accurate
and timely determination of the Company's financial position and the preparation of reliable
financial statements, as well as its non-financial position, in accordance with Article 151 of Law
4548/ 2018,
o
compliance with the regulatory and legislative framework, as well as the internal regulations
governing the operation of the Company.
•
Ensures that the operations constituting the Internal Control System are independent of the business
areas they control, and that they have the appropriate financial and human resources, as well as the
powers for their effective operation, in accordance with the requirements of their role.
•
Ensures that the Company Articles of Association, codified in its current form, are posted on the
Company's website.
•
Ensures that the analytical curriculum vitae of its candidate members, as defined in paragraph b of
paragraph 1 of Article 18 of Law 4706/2020, is promptly updated and kept posted on the Company's
website throughout the term of office of every member.
•
Ensures that the significant stakeholders for the Company are identified, depending on its characteristics
and strategy, as well as to understand their collective interests and how they interact with its strategy,
•
Where necessary, to achieve corporate objectives and in line with the Company's strategy, ensures
timely and open dialogue with stakeholders and uses different communication channels for every
stakeholder group, with a focus on flexibility and facilitating understanding of interests on both sides.
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 56 of 159
In addition, the responsibilities of the Board of Directors include, indicatively:
•
Setting strategic directions, approving the Company's long-term strategy and operational objectives
and making decisions on major capital expenditures, acquisitions and disposals.
•
Preparing the Company's annual budget and annual business plan, defining and achieving its
efficiency objectives and monitoring the Company's progress.
•
Adopting and implementing the general policy of the Company, based on the relevant suggestions
and proposals of the members of the Board of Directors.
•
Representing of the Company in court and out of court.
•
Selecting
the members of the Board of Directors and the Executives, reviewing their performance
and determining their Remuneration Policy.
•
Appointing internal auditors and determining their remuneration.
•
Monitoring the effective and potential conflicts of interest between the Company and the members of
its Board of Directors, Executives, employees, external partners and its Shareholders (including
Shareholders with direct or indirect authority to shape or influence the composition and behavior of
the Board of Directors), as well as the appropriate handling of such conflicts. The adoption for this
purpose of a transaction supervision process with a view to transparency and protection of corporate
interests.
•
Designing, disseminating and implementing the key values and principles of the Company governing
its relations with all the parties, whose interests are linked to those of the Company.
•
Identifying and examining the Company's risks and their nature and determining the extent of the
Company's exposure to the risks it intends to undertake in the context of its long-term strategic goals.
•
Ensuring the existence of mechanisms to know and understand the interests of the stakeholders and
monitor their effectiveness.
•
Committing and monitoring the executive management on matters concerning new technologies and
environmental matters.
•
Taking initiatives in accordance with the Company’s policies.
The CEO and senior management ensure that all the information necessary for the performance of the
duties of the members of the Board of Directors is available to them at any time.
The Company encourages non-executive members of the Board of Directors to take care of being
adequately informed
regarding the above matters.
The above powers do not affect the further authority of the Board of Directors according to a. 19 of the
Company's Articles of Association.
2.2. Term of office and Composition of the Board of Directors
The Company’s Board of Directors consists of executive and non-executive Members, including
independent non-executive members,
appointed
by a relevant decision of the Board of Directors.
Executive Members
address
every day issues related to the management of the Company, while non-
executive Members are generally responsible for
promotion of all the corporate affairs. Most of the Board
Members are non-executive Members (including independent non-executive Members).
The independent Members of the Board of Directors are appointed by the General Meeting of
Shareholders.
The resignation or in any way the loss of the status of Member of the Board of Directors, as well as the
replacement of Members of the Board of Directors, are governed by the effective provisions of the law, as
well as the provisions of the Suitability Policy and the Company's Articles of Association.
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 57 of 159
If a member position becomes vacant, the remaining members, as long as there are at least three, are
required to temporarily elect a replacement for the residual of the term of office of the member being
replaced. The decision of this election is submitted to the publicity formalities and announced by the Board
of Directors at the immediately following regular or extraordinary General Meeting, which may replace the
elected, even if no relevant issue has been listed on the agenda. The acts of the member, elected in this
way, are considered valid, even if the election is not approved by the General Meeting.
According to a. 13 of the Articles of Association, the Board of Directors consists of seven to ten (7-10)
members, executive and non-executive members in accordance with Law 4706/2020 as currently
effective, shareholders or non-shareholders, who are elected by the General Meeting of shareholders.
The term of office of the members of the Board of Directors is three years. Exceptionally, the term of office
of the Board of Directors is automatically extended until the end of the period within which the next regular
General Meeting shall be convened and until the relevant decision is taken. The members of the Board of
Directors are always re-electable and freely recallable.
The current composition of the Board of Directors, which is valid until 29.07.2024 and is automatically
extended until the end of the period within which the next regular General Meeting shall be convened
and until the relevant decision is taken (according to Article 13 of the Company's Articles of Association),
is presented below, under 7.
The General Meeting of Shareholders is the competent body for the election of the Board of Directors,
except in cases of appointment of a member of the Board of Directors or election of a member of the
Board of Directors to replace another, whose position has been vacated for any reason, by the remaining
members of the Board of Directors , in any case according to the Articles of Association.
The Board of Directors, immediately after its election, convenes and forms a body and elects a Chairman
and, if they so wish, a Deputy Chairman and a Managing Director, at the same time determining the
matters of its competence.
The responsibilities of the Chairman and the Chief Executive Officer may coincide. In this case, the Board
of Directors obligatorily appoints as Deputy Chairman from its non-executive members.
The Board of Directors consists of executive and non-executive members, who may be natural or legal
persons. In case a legal entity is a member of the Board of Directors, it must designate a natural person
to exercise the powers of the legal entity as a member of the Board of Directors.
Executive members
are
responsible for the implementation of the strategy determined by the Board of
Directors and consult on a regular basis with the non-executive members of the Board of Directors
regarding the appropriateness of the implemented strategy.
Non-
executive members
, including independent non-executive members, monitor and review the
Company's strategy and its implementation, as well as the achievement of its objectives, ensure the
effective supervision of executive members, including the monitoring and supervision of their
performance, consider and express opinions on the proposals submitted by the executive members,
based on existing information.
Non-executive members of the Board of Directors meet at least annually, or exceptionally when deemed
appropriate without the presence of executive members in order to discuss the performance of the latter.
At these meetings the non-executive members do not act as a de facto body or committee of the Board
of Directors.
The number of independent non-executive members shall not be less than 1/3 of the total number of
members of the Board of Directors, even if a fraction occurs, it is rounded to the nearest whole number.
The Board of Directors is in a quorum, when at least two (2) independent non-executive members are
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 58 of 159
present in the meetings of the Board of Directors that have as their subject the preparation of the
Company’s financial statements, or the agenda that includes issues for approval whose a decision by the
the general meeting with an increased quorum and a majority
is required, in accordance with Law 4548
/2018. In the event of an unexcused absence of an independent member in at least two (2) consecutive
meetings of the Board of Directors, this member shall be deemed to have resigned. This resignation is
established by a decision of the Board of Directors, which replaces the member, in accordance with the
procedure of par. 4 of Article 9 of Law 4706/2020.
The Company’s Board of Directors may, exclusively and only in writing, delegate the exercise of all or part
of the authorities (except those that require collective action) as well as the representation of the Company
to one or more persons, members of the Board of Directors or third parties, defining at the same time the
extent of their competence.
In case of resignation or death or in any other way losing the status of independent non-executive member,
which results in the number of independent non-executive members falling short of the minimum number
required by law, the Board of Directors appoints as an independent non-executive member until next
general meeting, either a substitute member, in case it exists under Article 81 of Law 4548/2018, or an
existing non-executive member or a new member elected in replacement, as long as the independence
criteria provided for by the provisions of Law 4706/2020 are met. Where, by decision of the competent
body of the Company, a number of independent non-executive members is provided for greater than that
provided for by law and, following the replacement, the number of independent non-executive members
of the Board of Directors falls short of the aforementioned number, a relevant announcement is posted on
the Company's website, which is kept posted until the next general meeting.
2.3. Responsibilities of the Chairman of the Board of Directors
The Chairman of the Board of Directors is a non-executive member. If the Board of Directors, by way of
exception, appoints as Chairman one of the executive members of the Board of Directors, it must appoint
a Deputy Chairman among the non-executive members.
The role of the Chairman consists in organizing and coordinating the operations of the Board of Directors.
The Chairman heads the Board of Directors and is responsible for the overall effective and efficient
operation and organization of its meetings. At the same time, it promotes a culture of open spirit and
constructive dialogue during the conduct of its operations, facilitates and promotes the creation of good
and constructive relations between the members of the Board of Directors and the effective contribution
to the operations of the Board of Directors of all non-executive members, ensuring the provision of timely,
full and correct information of its members.
The Chairman ensures that the Board of Directors as a whole has a satisfactory understanding of the
views of the shareholders. The Chairman of the Board of Directors ensures effective communication with
shareholders with a view to the fair and equal treatment of these interests and the development of a
constructive dialogue with them, in order to understand their positions.
The Chairman works closely with the Managing Director and the Corporate Secretary for the preparation
of the Board of Directors and the full briefing of its members.
The Chairman, when absent or unable to be present, is replaced, for the aforementioned non-executive
responsibilities, by the independent non-executive Deputy Chairman.
2.4 Responsibilities of Independent Non
-
Executive Deputy Chairman of the Board of Directors
The independent non-executive Deputy Chairman of the Board of Directors is responsible, beyond the
statutory authorities, for coordination and effective communication with the executive and non-executive
members of the Board of Directors. In this context, the Deputy Chairman may convene a special meeting
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 59 of 159
with the executive and non-executive members every quarter, in order to provide information on the
Company's operations and current issues.
Additionally, the non-executive Deputy Chairman is in charge of the evaluation of the Chairman of the
Board of Directors, performed by the members of the Board of Directors as well as at the meetings of the
non-executive members of the Board of Directors for the evaluation of its executive members. Finally, the
non-executive Deputy Chairman is obliged to be available and present during the General Meetings of the
Company's Shareholders, in order to inform and discuss the Company's Corporate Governance issues,
when and if they arise.
2.5 Responsibilities of the Chief Executive Officer
The CEO prepares the Company's corporate strategy, corporate identity and long-term investment plan,
monitors and controls the implementation of the Company's strategic goals and the every day
management of its affairs and prepares the guidelines for the Company's executives, which they are
reported, supervised and guided by him/her. The CEO supervises and ensures the smooth, orderly and
efficient operation of the Company, in accordance with the strategic objectives, the business plans, the
policies adopted and the action plan, as determined by the decisions of the Board of Directors. Moreover
CEO supervises the Company's communication strategy, represents the Company in its contacts and
relations with external investors and financial institutions at the highest level and is responsible for the
Company's Departments related to strategic development as well as general regulatory and financial
issues of the Company.
The CEO, indicatively, develops the Company's annual business plan and the annual budget, which are
submitted to the Company's Board of Directors for approval. The CEO prepares, in collaboration with the
Executive Chairman and the Board of Directors, the organizational structure of the Company, its strategic
goals and objectives and supervises and ensures their full implementation. The CEO guides the Company
towards the achievement of the company's goals and objectives, informs the Board of Directors about all
the essential issues related mainly to the strategic goals, the business activity of the Company as well as
its promotion and promotion. The CEO ensures full compliance of the Company's operation with the
effective legislative and regulatory framework, assesses the risks and ensures that they are controlled,
supervised, dealt with and ultimately smoothed out and minimized, strengthens, advises, inspires and
guides the Company's executives, so that to demonstrate maximum efficiency, effectiveness and integrity
in order to achieve corporate goals, represents the Company and actively and continuously supports the
executive Chairman, in order for the latter to develop and achieve beneficial business agreements, which
will maximize the Company’s financial value.
The CEO participates and reports to the Company's Board of Directors and implements the Company's
strategic choices and significant decisions. The CEO is also responsible for the Company’s operation,
development and performance.
2.6 Responsibilities of the Corporate Secretary
The Board of Directors has a Corporate Secretary to ensure compliance with internal procedures and
policies, relevant laws and regulations and the effective and efficient operation of the Company's Board
of Directors meetings. Moreover, the Corporate Secretary, in consultation with the Chairman of the Board
of Directors, is responsible for ensuring the direct, clear and complete information of the Board of
Directors, the inclusion of new members in the Board of Directors, the organization of General Meetings,
the facilitation of shareholder communication with the Board of Directors and facilitation of the Board of
Directors' communication with senior management.
Mr. Emmanuel Drillerakis, Lawyer, Senior Partner – Administrator of the law firm Drillerakis and
Associates performs the duties of Corporate Secretary. Mr. Emmanuel Drillerakis specializes in business
law (acquisitions, corporate transformations, free competition, contracts, privatizations and corporate
finance), competition law, telecommunications law, contracts, privatizations and corporate finance. More
specifically regarding competition law, he has handled and is handling important cases before the Hellenic
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 60 of 159
Competition Commission, has participated in international conferences and has authored articles in
journals and guides specialized in competition law.
He graduated from the Faculty of Law of the University of Lille II and from the Faculty of Law of the
University of Athens. He speaks English and French.
2.7 Assessment of the Board of Directors
The Company monitors on a permanent basis the suitability of the members of the Board of Directors, in
particular to identify, in the light of any relevant new event, cases in which it is deemed necessary to re-
evaluate their suitability.
The Board of Directors ensures the appropriate succession plan for the Company, for the smooth
continuity of the management of the Company's affairs and decision-making after the departure of its
members, especially executive and committee members.
The Board of Directors annually evaluates its effectiveness, the fulfillment of its duties, as well as its
committees.
The Board of Directors collectively, as well as the Chairman, the CEO and the other members of the Board
of Directors are annually evaluated in terms of the effective performance of their duties. At least every
three years, this evaluation is facilitated by an external consultant. The evaluation procedure is headed
by the Chairman in collaboration with the Remuneration and Nomination Committee. The Board of
Directors also evaluates the performance of its Chairman, a procedure in which the Remuneration and
Nomination Committee heads. The Chairmen of the BoD committee are responsible for organizing the
evaluation of their committees.
During the
overall evaluation
, the composition, diversity and effective cooperation of the members of the
Board of Directors for the fulfillment of their duties are taken into account.
During the
individual evaluation
, the status of the member (executive, non-executive, independent),
participation in committees, the undertaking of special responsibilities / projects, the time devoted, the
behavior as well as the utilization of knowledge and experience are taken into account.
The results of the evaluation of the Board of Directors are disclosed and discussed in the Board of
Directors and are taken into account in its operations regarding the composition, the plan for the
integration of new members, the development of programs and other related matters of the Board of
Directors. Following the evaluation, the Board of Directors takes measures to address the identified
weaknesses.
The evaluation procedure is carried out indicatively in the form of questionnaires and interviews.
During the annual evaluation of the Board of Directors, the Audit Committee and the Remuneration &
Nomination Committee, it was found that the members of the Board of Directors, the members of the Audit
Committee and the members of the Remuneration and Nomination Committee meet the criteria of
individual and collective suitability based on the Suitability Policy of the Company, have sufficient
knowledge and skills, guarantee of ethics and reputation, independence of judgment and sufficient time.
In particular, an annual evaluation of the operation of the Board of Directors and its Committees as
collective bodies, as well as an evaluation of the individual and collective suitability of the members of the
Board of Directors and its Committees, was carried out, in accordance with the procedure described
above. As part of this assessment:
•
The operation of the Board of Directors was deemed satisfactory and its Committees, as
collective bodies.
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 61 of 159
•
It was found that the members of the Board of Directors but also of the Committees meet
the criteria of the Company's Suitability Policy, both at the level of individual and collective
suitability.
•
It was found that the guarantees of ethics and reputation, independence of judgment and
the availability of sufficient time are met, taking into account the status and responsibilities
of each member as well as other professional or personal commitments and circumstances.
•
It was found that every member of the Board of Directors and of the Committees has
sufficient knowledge and skills to perform their duties in view of their role and position.
•
It was found that the members of the Audit Committee as a whole have sufficient knowledge
of the segment in which the Company operates, while the majority of the Committee
members have sufficient knowledge and experience in auditing or accounting.
•
All the members of the Remuneration and Nomination Committee have the appropriate
knowledge and experience in the field of corporate remuneration as well as in the selection
of persons to fill positions of high responsibility and reputation.
•
The collective suitability of the Board of Directors and its Committees was assessed as
satisfactory. It was found that the members of the Board of Directors are able to make
appropriate decisions taking into account the business model, risk appetite, strategy and
markets in which the Company operates, while members cover all areas of knowledge
required for the Company's business operations
•
The composition of the Board of Directors reflects the knowledge, skills and experience
required to carry out the Company's business operations, strategic planning, financial
reporting and the ability to identify and manage risks.
•
The Company has sufficient gender representation of 25% of all BoD members and
generally ensures equal treatment and equal opportunities between the sexes, both at the
BoD level and Committees, as well as at the level of senior executives. Additionally, in
addition to gender diversity, it was found that the Company provides equal employment and
advancement opportunities at all levels and does not discriminate or exclude on the basis
of race, color, ethnic or social origin, religion or belief, property, birth, disability, age or sexual
orientation. In this context, satisfactory implementation of the Company's Diversity Policy
was found.
•
The presence and participation of the members in the meetings of the Board of Directors
and its Committees was assessed as satisfactory.
2.8 Board of Directors' Remuneration
-
Board of Directors' Remuneration Report under Article 112
of Law 4548/2018
The Remuneration Report of the members of the Board of Directors will be submitted at the Regular
General Meeting of shareholders that will take place in 2024 for the approval of the 2023 results, for the
remuneration paid in the 2023
in accordance with Article 112 of Law 4548/2018 and the Remuneration
Policy of the members of the Company’s Board of Directors.
In accordance with the Act, the Remuneration Policy is posted on the Company's website :
under "Corporate Governance - Policies" and the 2022 Remuneration Report is
posted on the Company's website:
under "Corporate Governance - Corporate
Governance". The 'Remuneration Report for the year 2023 will be posted on the Company's website
immediately after its completion and final approval by the upcoming Regular General Meeting.
2.9 Existence of external professional commitments of the members of the Board of Directors,
including their professional obligations as non
-
executive members in other companies, as well as
non-
profit organizations.
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 62 of 159
These commitments are mentioned in the Annual Responsible Statements of the Board Members to the
Company.
The following table shows the Shareholdings of the Board Members of the Company in other companies
or organizations.
SURNAME
NAME
CAPACITY
PARTICIPATION IN THE BOARD OF DIRECTORS OF OTHER UNDERTAKINGS - ORGANIZATIONS
LASKARIDI
CHLOE-MARIA
Chairman of the BoD
THE PEOPLE'S TRUST
LASKARIDI
CHLOE-MARIA
Chairman of the BoD
ACLFOUNDATION
LASKARIDI
CHLOE-MARIA
Chairman of the BoD
ZEUS &DIONE AE
NANOPOULOS
NIKOLAOS
Vice-Chairman of the BoD -
Independent Member
AEGEAN AIRLINES
NANOPOULOS
NIKOLAOS
Vice-Chairman of the BoD -
Independent Member
ALTIUS INSURANCE LTD
NANOPOULOS
NIKOLAOS
Vice-Chairman of the BoD -
Independent Member
DIORAMAINVESTMENTS SICAR
NANOPOULOS
NIKOLAOS
Vice-Chairman of the BoD -
Independent Member
DIORAMAINVESTMENTS II RAIF
HOMENIDIS
ANASTASIOS
Managing Director
HELLENIC CASINO OF PARNITHAS.A.
HOMENIDIS
ANASTASIOS
Managing Director
KANTOR MANAGEMENT CONSULTANTS SA
HOMENIDIS
ANASTASIOS
Managing Director
ANASTASIOS HOMENIDIS &CO LIMITED PARTNERSHIP
THEOCHARAKIS
VASILIOS
Member of the BoD
TEKOM A.V.E.T.E.
THEOCHARAKIS
VASILIOS
Member of the BoD
PRAXIS S.A.
THEOCHARAKIS
VASILIOS
Member of the BoD
TEOKAR S.A.
THEOCHARAKIS
VASILIOS
Member of the BoD
TEOREN MOTORS S.A.
THEOCHARAKIS
VASILIOS
Member of the BoD
TEOROS S.A.
THEOCHARAKIS
VASILIOS
Member of the BoD
NIC. J. THEOCARAKIS S.A.
THEOCHARAKIS
VASILIOS
Member of the BoD
THEOCHARAKIS S.A.
THEOCHARAKIS
VASILIOS
Member of the BoD
DOMOKAT PHOTOVOLTAICS S.A.
THEOCHARAKIS
VASILIOS
Member of the BoD
MINETTAINSURANCE S.A.
MILLER
THOMAS
Member of the BoD
INTERNATIONALCOMMISSION OF MISSING PERSONS
MILLER
THOMAS
Member of the BoD
PARTNERSHIP FOR SECURE AMERICA
LASKARIDI-NTOULAKI
SUZANNA
Member of the BoD
LAVINIACORPORATION
LASKARIDI-NTOULAKI
SUZANNA
Member of the BoD
PRIME DELUXE PROPERTIES II S.A.
LASKARIDI-NTOULAKI
SUZANNA
Member of the BoD
BLUECYCLE P.C.
LASKARIDI-NTOULAKI
SUZANNA
Member of the BoD
VILLAKAITI S.A.
LASKARIDI-NTOULAKI
SUZANNA
Member of the BoD
KONTIAS REALESTATE S.A.
LASKARIDI-NTOULAKI
SUZANNA
Member of the BoD
LAVINIAENTERPRISES LTD
LASKARIDI-NTOULAKI
SUZANNA
Member of the BoD
LASKARIDIS SHIPPING CO LTD
ANANIADIS
TIMOTHEOS
Member of the BoD
ACS (AMERICAN COMMUNITY
SCHOOLOF ATHENS)
DAMANAKI
MARIA
Independent Member of the BoD
Quest Holdings S.A
DAMANAKI
MARIA
Independent Member of the BoD
CLIMARE SOLUTIONS S.A.
DAMANAKI
MARIA
Independent Member of the BoD
Prince Albert II of Monaco Foundation (Non-profit foundation)
DAMANAKI
MARIA
Independent Member of the BoD
Oceanographic Institute (Non-profit foundation - Monaco)
DAMANAKI
MARIA
Independent Member of the BoD
Marine Regions Forum (Non-profit foundation - Berlin)
DAMANAKI
MARIA
Independent Member of the BoD
Marine Stewardship Council (MSC) (Non-profit foundation - London)
DAMANAKI
MARIA
Independent Member of the BoD
Friends of Ocean Action (World Economic Forum)
DAMANAKI
MARIA
Independent Member of the BoD
Global Fishing Watch, Partnership of Google and Oceana (Non-Profit foundation - London )
DAMANAKI
MARIA
Independent Member of the BoD
Global Fund for Coral Reefs (GFCR) (Non-profit foundation -New York)
KARATZA
AIKATERINI MARIA
Independent Member of the BoD
FOUNDATION FOR ECONOMIC &INDUSTRIALRESEARCH
KARATZA
AIKATERINI MARIA
Independent Member of the BoD
KARATZAS AND PARTNERS LAW FIRM
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 63 of 159
3.
Suitability policy adopted by the Company in accordance with Article 3, Law 4706/2020
1. Introduction
This Suitability Policy (hereinafter "Policy") was prepared by the Board of Directors of the company
"LAMPSA HELLENIC HOTELS S.A." hereinafter referred to as "Company", based on the provisions of
Article 3 of Law 4706/2020 as well as Circular No. 60 of the Hellenic Capital Market Commission on
"Guidelines for the Suitability Policy of Article 3 of Law 4706/2020", was approved following the decision
of the Board of Directors dated 24/9/2021 and
the decision of the Regular General Meeting of the
Company's shareholders held as at 29/7/202
and was updated following the decision of the Annual
General Meeting of the Company's Shareholders dated 28/07/2022 and is posted on the Company's
website www.lampsa.gr. The scope of its application includes selecting the members of the Board of
Directors with competent persons, who will ensure sound and effective management for the benefit of the
Company and all stakeholders and will improve
the effectiveness of the risk management system
regarding the risks,
the Company is exposed to through its internal operation and organization. The
Suitability Police ensures that the members of the Board of Directors have professional qualifications,
knowledge and experience that allow them to exercise sound and consistent management and be
adequate in terms of reputation and integrity. The Policy is posted on the Company's website.
The Policy covers the senior management staff of the Company, in the sense that the criteria under par.
4 of the Policy are applied to them proportionally, taking into account the significance and special
characteristics of every position.
2. Suitability Policy Principles
The key principles of the Suitability Policy is as follows:
•
Clarity, sufficient documentation, transparency and proportionality regarding the criteria applied
for the selection of the members of the Company’s Board of Directors, in accordance with the
Rules of Procedure and the Corporate Governance Code applied by the Company.
•
Inclusion of size, internal organization, risk-taking disposition, nature and complexity of the
Company's activities in the context of
Board of Directors members selection.
•
Inclusion of more specific description of the responsibilities of each member of the BoD or their
participation or not in committees, the nature of duties (executive or non-executive member of
the Board) as well as specific incompatible or contractual commitments.
•
Regular assessment of the Suitability Policy or its assessment on extraordinary basis when
significant events or changes occur.
3. Approval and Amendment of the Policy
The Company monitors the effectiveness of the Suitability Policy and conducts its periodic evaluation on
a regular basis or when significant events or changes take place. The Company amends the Policy and
reviews its design and implementation, when appropriate, taking into account, inter alia, the
recommendations of the Nomination Committee and the Internal Audit Unit and any other external bodies.
The Suitability Policy is approved by the Board of Directors, according to Article 3 par. 1 of Law 4706/2020
and is submitted for approval to the General Meeting, according to Article 3 par. 3 of Law 4706/2020.
Amendments to the Political Suitability are approved by the Board of Directors and - if
essential - are
submitted to the General Meeting for approval in accordance with Article 3 par. 3 of Law 4706/2020.
The Suitability Policy and any substantial amendments are valid following the approval of the General
Meeting. Amendments that introduce deviations or that significantly alter the content of the Suitability
Policy, in particular as regards the general principles and criteria applicable, are considered substantial.
The Suitability Policy is updated and posted on the Company's website.
The application of the Suitability
Policy is monitored by the Remuneration and Nomination Committee.
The Suitability Policy takes into account the specific description of the responsibilities of every member of
the Board of Directors or their participation or not in committees, the nature of their duties (executive or
non-executive member of the BoD) and their characterization as independent or non-independent
members of the BoD, as well as
incompatible or characteristic or contractual commitments that are related
to the nature of the Company's operations or the Corporate Governance Code applied.
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 64 of 159
4. Assessment Criteria of Suitability of the members of the Board of Directors.
Α
. Individual Suitability
The individual suitability of the members of the Board of Directors is evaluated based on the criteria of
paragraphs 4.1 - 4.5 hereof, which apply to all the members of the Board of Directors, regardless of their
capacity as executive or non-executive. Special impediments, obligations and conditions required by the
relevant legislation in relation to the capacity of the members of the Board of Directors as executive or
non-executive, are applied regardless of the suitability criteria.
4.1 Vocational training, experience, adequacy of knowledge and skills
The members of the Board of Directors must have sufficient knowledge, skills, professional training and
experience at least for the most significant operations and activities of the Company during the
performance of their duties.
The term "experience" refers to both
- theoretical training acquired by the members of the Board of
Directors through theoretical and practical training (field of study and specialization), especially in relation
to the activities related to the Company or other related fields and the practical experience from previous
positions of responsibility, or from doing business for a sufficient period of time.
All the members of the Board of Directors should understand the essence of the Company’s operations
and the key risks it is exposed to.
The existence of the required conditions will be ascertained through analytical CVs, providing information
on their training and professional experience and copies of diplomas and, where appropriate, professional
certifications. The Company may request legally verified copies of the above.
4.2. Ethics and reputation
Good reputation, honesty, ethics and integrity of the members of the Board of Directors are criteria of
exceptional significance for the Company, which the latter evaluates analytically. A member of the Board
of Directors is presumed to have these characteristics, as long as there are no objective and proven
reasons to suggest otherwise.
To facilitate evaluation of reputation, honesty and integrity of a candidate or an existing member of the
Board of Directors, the Company may conduct an investigation and, subject to the legislation on personal
data protection, request data and relevant supporting documents for any final administrative and judicial
decisions against them, in particular for infringements and offenses related to their capacity as members
of the BoD or by non-compliance with the provisions of the legislation of the Hellenic Capital Market
Commission or in general with financial crimes.
Without prejudice to the provisions of Article 3 par. 4 and 5 of Law 4706/2020, this evaluation can also
tale into account the extent of the offense or the role of the member, the seriousness of the offense as
well as the general circumstances, including mitigating factors, the role of the person involved, the
sentence imposed, the stage of the proceedings and any remedial action taken.
It is helpful to consider the time elapsed and the person's conduct after the infringement or offense.
4.3. Conflict of interests – Related Parties Transactions
The members of the Board of Directors shall always be fully informed about and comply with the conflict
of interest policy implemented by the Company included in its Internal Rules of Procedure.
The Conflict of Interest Policy applied by the Company includes procedures for
prevention of conflict of
interest, measures for
disclosure and management of the conflict of interest and any cases and conditions
that, exceptionally, would be acceptable for a member of the BoD to have conflicting interests, provided
that the member's interests are significantly limited or properly managed.
All actual and potential conflicts of interest at BoD level are subject to adequate disclosure, discussion,
documentation, decision-making and proper management (i.e. the necessary conflict mitigation measures
are taken).
It is to be noted that Article 4.8.5 of the Company's Rules of Procedure describes analytically the
Compliance Procedure regarding transactions with related parties.
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 65 of 159
4.4. Independence of judgment
Every member of the Board of Directors shall apply independent judgment and actively participate in the
meetings and take their own correct, objective and independent decisions and judgments in the
performance of their duties.
"Objectivity" means the impartial attitude and mentality, which allows the members of the Board of
Directors to perform their work as they believe and not to accept compromises in terms of their quality.
"Independence" means the exemption from conditions that prevent the members of the Board of Directors
from judging impartially in the exercise of their duties.
In assessing the independence of the crisis of the members of the Board of Directors, the Company takes
into account whether all members of the Board of Directors have the necessary behavioral skills that
include in particular:
(a) courage, conviction and vigor to make a substantial assessment and challenge of the proposals or
views of other members of the Board of Directors;
(b) ability to ask reasonable questions to members of the Board of Directors, and in particular to its
executive members, and to exercise judgments, and
(c) ability to resist the phenomenon of herd thinking.
4.5. Adequacy of time
The members of the Board of Directors shall have the time required for sound performance of their duties.
The expected time required for every candidate member of the Board of Directors to devote to their duties,
is determined by the Company according to its needs and is disclosed to the candidate. Capacity and
responsibilities assigned to the member of the Board of Directors by the Company are taken into account
In determining the adequacy of time. The members of the Board of Directors shall inform the Company
about the number of positions they may hold in other boards and the positions they hold at the same time,
as well as about their other professional or personal commitments and conditions to the extent that they
are able to influence their time in exercising their duties as members of the Board of Directors of the
Company. The parallel participations in other Boards of Directors of unrelated public limited companies
should not result in the members of the Board of Directors not to be able to devote sufficient time to the
performance of their duties.
Specifically, the non-executive members of the Board of Directors do not participate in the Boards of
Directors of more than five (5) listed companies, and in the case of the Chairman - of more than three (3).
In general, when evaluating the suitability of the members of the Board of Directors. serious consideration
is given to the number of positions they hold in other, non-affiliated, societe anonymes, bearing in mind
the limitation of the above paragraph. The Company evaluates on a case-by-case basis the number of
positions simultaneously held by the member of the Board of Directors, and the actual time of employment
required for each position, and makes a negative finding regarding suitability if it is judged that the time
available for the Company is not sufficient.
B. Collective Suitability
The Board of Directors shall be suitable to exercise its responsibilities and its composition should
contribute to the effective management of the Company and
balanced decision-making. The members of
the Board of Directors must collectively be in position
to make appropriate decisions taking into account
the business model, risk-taking, strategy and markets in which the Company operates, as well as to
effectively monitor and assess the decisions of the senior management executives.
All areas of knowledge required for the business activities of the Company are covered by the BoD
collectively with sufficient expertise among its members and there is a sufficient number of knowledgeable
members in each field to enable a discussion of the decisions to be taken. The members of the BoD
collectively have the necessary skills to present their views.
For the evaluation of the collective suitability, it is taken into account whether the composition of the Board
of Directors reflects the knowledge, skills and experience required for the exercise of its responsibilities
as a collective body. In particular, the Board of Directors as a whole must have an adequate understanding
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 66 of 159
of the areas for which the members are collectively responsible, and have the necessary skills to exercise
the actual management and supervision of the Company, in particular regarding its business activity and
key risks. related to it, strategic planning, financial reporting, compliance with the legal and regulatory
framework, understanding of corporate governance issues, the ability to identify and manage risks, the
impact of technology on its activity and adequate gender representation.
The Board of Directors, collectively, can understand and manage the issues related to the environment,
social responsibility and governance (ESG), within the framework of the strategy it formulates.
The Company has the primary responsibility for identifying gaps in terms of collective suitability. For this
purpose, the Board of Directors conducts its self-evaluation annually. Also, the Board of Directors can be
evaluated by third parties.
4.6. Adequate gender representation
Gender must be adequately represented on the Board of Directors (by 25% of all members of the Board
of Directors), a criterion which is taken into account by the Nomination and Remuneration Committee
when submitting proposals for the appointment of members of the Board of Directors. According to this
Policy, the Board of Directors shall always ensure equal treatment and equal opportunities between
genders. This aspect extends beyond the selection of Board members to the provision of training to the
members of the Board of Directors.
5. Diversity criteria
To facilitate
promotion of an appropriate level of differentiation in the Board of Directors and a diverse
group of members, the Company implements a diversity policy when appointing new members of the
Board of Directors. In addition to adequate gender representation as provided in section 4.6 above, when
selecting new members for the Company's Board of Directors there is no exclusion due to discrimination
based on sex, race, color, ethnic or social origin, religion or belief, property, birth, disability, age or sexual
orientation.
The Company has set as a goal until 2026 the representation of the BoD per gender to be at
least 35%.
In particular with regard to senior management (where both the principle of adequate gender
representation and the diversity criteria are normally applied), the Company aims at a minimum to maintain
a high percentage of representation (above 35%), and to make best efforts to its increase within the next
four years.
6. Implementation, Monitoring and Amendment of the Suitability Policy - Suitability Assessment
The members of the Board of Directors are collectively responsible for monitoring the implementation of
the Suitability Policy. The Board of Directors significantly assists the Nomination and Remuneration
Committee, which follows and implements the Suitability Policy within its respective responsibilities,
organizes the conduct of the annual self-evaluation of the Board of Directors based on the above criteria
and prepares proposals for harmonization with the corporate governance framework, the corporate culture
and the risk-taking disposition set by the Company, including any amendments to the Suitability Policy.
This process is assisted by the Company's Internal Audit unit where required. Relevant reference is made
in the annual Corporate Governance Statement of the Company. The Board of Directors performs an
annual self-evaluation as a whole and each party individually, in accordance with the procedure provided
by the Company, which is initiated and organized by the Nomination and Remuneration Committee. The
documentation regarding the approval of the Suitability Policy and any amendments thereto, are kept in
the electronic file of the Company. The Board of Directors shall record the results of the suitability
assessment and in particular any weaknesses identified between the intended and actual individual and
collective suitability, as well as measures to be taken to address these deficiencies.
7.
Curriculum Vitae of the Members of the Board of Directors
• George Emm. Galanakis
He studied Law and Political Science at the University of Athens. He has been working as a Lawyer and
Legal Advisor since 1976, specializing in Maritime and Commercial Law
• Anastasios Homenidis
Born in 1954. Civil Engineer of NTUA since 1977 and Doctorate of the ECOLE NATIONALE DES PONTS
ET CHAUSSEES in Paris since 1982, specializing in infrastructure and large investments. He has been
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 67 of 159
an executive in Technical Companies since 1983 and has been CEO of ETA (1999
-2004). Since 2004 he
has been an Investment Development Consultant with a focus on tourism.
• Thomas Miller
He studied political science at the University of Michigan and received a Ph.D. in international relations
from the same university. Former State Department career diplomat, including term of office as
Ambassador to Greece and Croatia. He is currently International Executive Director and CEO of the
international charity "Plan".
• Chloe Maria Laskaridis
She studied International Relations and History (BA) at the University of Reading, England and then did
two postgraduate degrees in London, one in War Studies (MA) at King's College and one in HR (MRS) at
the London School of Economics. She has been serving as Corporate Development Manager at Lambsa
SA since 2008.
• Vassilios Theocharakis
He is a graduate of the Law School of the National University of Athens. President and CEO of
Theocharakis Group. The Group has a significant presence with prestigious companies in the automotive,
shipping and construction sectors. He has more than 45 years of ongoing and consistent business
presence in Greece and he has been repeatedly awarded. He is Chairman and a founding member of
Marfin - Egnatia Bank. He is also Chairman and one of the main shareholders of the Metropolitan Hospital
of Athens. Apart from his business activities, he is also a well-known painter and has exhibited his works
many times both in Greece and abroad. His paintings can be found in various public spaces and
museums, such as the National Gallery of Greece, the Ministry of Foreign Affairs as well as in many
private collections. Significant albums have been published on his collection. Since 2007, he has been
co-founder with his wife of the Marina and Vassilis Theocharakis Foundation. He has participated in official
state committees and is a member of the Industrial Chamber of Commerce as well as the Chamber of
Arts and Crafts. For his overall artistic and business contribution he has been honored by the French
Government with the title of "Knight of the Order of the Legion of Honour".
• Suzanna Laskaridi
She studied Fine Arts, Art Communication and Maritime Studies and completed her Master Degree in
Maritime Law from the City University of London. Since 2007 she has been working at Laskaridis Shipping
Co. and Lavinia Corp. where she is involved in all areas of day-to-day management. She is a member of
the Board of Directors of the Hellenic Shipowners Association, the Hellenic War Risks Association and
the United Kingdom Defence Club.
She is also General Secretary and Treasurer of the Aikaterini
Laskaridis Foundation since its establishment.
• Maria Damanaki
Maria Damanaki works as a Special Advisor to SYSTEMIQ (London), the Paradise Foundation (China)
and the Rockefeller Brothers Foundation (USA). She is a member of the Board of Directors of the Prince
Albert II of Monaco Foundation, Oceanographic Institute (Monaco), Marine Regions Forum (Berlin),
Marine Stewardship Council (MSC) (London), Friends of Ocean Action (World Economic Forum).
Maria Damanaki served for five years as Global Managing Director for Oceans at The Nature Conservancy
USA. She served as Commissioner for Maritime Affairs and Fisheries at the European Commission. Under
her leadership, the Commission managed to restore marine population to healthier levels - from around 5
sustainable stocks in 2010 to over 30 today. Maria Damanaki served as a Greek politician for many years.
She was the first woman president of a Greek political party and is the author of four books on Gender
and Human Rights, Education and European Policy.
• Nikolaos Nanopoulos
Nikos Nanopoulos has been present in the financial and banking services segment for over 35 years. He
started his career at the World Bank in 1982, where he was promoted to Senior Manager in the Treasury
Department and then worked as Managing Director of a brokerage firm, a subsidiary of the HSBC Group
in New York.
In 1990 he returned to Greece where he was one of the founding executives of the
Euroinvestment Bank of the Latsis Banking Group (renamed Eurobank).
From 1996 to 2013 he was CEO
of Eurobank and under his leadership the Bank became one of the four Greek systemic banks active in a
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 68 of 159
wide range of financial products and services. Since its establishment, the Bank has grown rapidly both
organically and through acquisitions and mergers (Banks of Crete, Athens, Ergasias, etc.), consolidating
its presence in a total of ten countries and reaching a staff of more than twenty thousand people. For
about ten years he also served as Vice President of the Hellenic Bankers Association and participated in
many other Boards of Directors (in areas such as industry, insurance, mutual funds, retail, etc.).
Nikos Nanopoulos studied Engineering (B.S., M.S., MIT), Economics (M.Sc., LSE) and Business
Administration (MBA, INSEAD) and holds a Ph.D. in Economics from the University of Reading, England.
He is currently Chairman of DIORAMA Investment Sicar, S.A. (Luxembourg) and Chairman of its
Investment Committee.
In addition, he is Chairman of EFG Investment & Wealth Solutions Holding AG
(Zurich). He is a member of the Board of Directors of Aegean Aviation S.A. (Aegean) and Altius Insurance
(Cyprus) of which he is also a member of its Investment Committee. He is also a member of the Executive
Committee of the Foundation for Economic & Industrial Research (IOBE) and of the I.S. Latsis Public
Benefit Foundation. Finally, he is a member of the Association and other Committees of the Hellenic
American Educational Foundation and the CEO Organization. He is involved in youth entrepreneurship
and participates in the Advisory Board of EGG (Enter Grow Go), Eurobank's start-up incubator and is a
judge in the Investment Competitions organized by the MIT Enterprise Forum.
• Timotheos Ananiadis
With over 40 years of international experience in the hospitality segment, Mr. Ananiadis began his career
at Hyatt Regency Atlanta, followed by appointments as Director of Food and Beverage at Hyatt Regency
New Orleans, Hilton Head, Nashville, Buffalo and
Columbus. In 1988 he held the position of Corporate
Food and Beverage Manager for Hyatt Hotels with primary responsibilities in menu engineering, product
development, recruiting, service and training specification development and implementation, concept
development and pre-opening support for new hotels.
Mr. Ananiadis' career as General Manager includes positions in the US at the Hyatt Regency Pittsburgh,
Hyatt Regency Coral Gables and Hyatt Regency Miami. In 1999 he joined Hyatt International as General
Manager of the Hyatt Regency Thessaloniki in Greece and later moved to India as General Manager of
the Grand Hyatt Mumbai.
In 2003 Mr. Ananiadis joined Starwood Hotels and Resorts, returning to Greece as General Manager/CEO
of the Grande Bretagne Hotel. From 2006 to 2012 he was assigned the additional responsibility of Director
for the Greece, Turkey & Cyprus Region overseeing
18 Starwood
-affiliated hotels. From 2013 the local
responsibility included the Balkans until Marriott International merged with Starwood, when he took over
the responsibility of the Marriott Business Council for Greece and Cyprus and remained Managing Director
of the Grande Bretagne and King George Hotel Group until October 2020. He is currently Senior
Hospitality Consultant for the Laskaridis family and on the Board of Directors of Lampsa Hellenic Hotels
and Lucknam Park Estate, both owned by the Laskaridis family.
He is active in several business and non-profit organizations, Mr. Ananiadis serves as Vice President of
the American Community Schools (ACS) of Athens, Vice President of the Athens Hotel Association, Board
Member of the Hellenic Health Tourism Association, Board Member of the American Hellenic Institute
(AHI) and Chairman of the Tourism Committee of the American-Hellenic Chamber of Commerce
(AMCHAM).
Mr. Ananiadis' business philosophy for an ideal hotel is to provide a comfortable, friendly and efficient
environment for guests and partners, while maximizing financial results through continuous innovation,
active management and intuitive service. His personal guiding principle is "be courteous and treat your
associates the way you expect them to treat your guests and they will surely reward you."
Being Greek and American, Mr. Ananiadis was born and raised in Greece and studied at Ryerson
University, Toronto, Canada. His career has been evenly split between the US and Greece, having worked
for over 20 years in each country. Mr. Ananiadis and his wif
e, Jennifer, currently share their time between
Athens and Miami and have three adult boys who reside in Athens, Miami and Dallas.
• Katerina Karatza
Katerina Karatza is a graduate of the Law School of the National and Kapodistrian University of Athens
and holds an LLM from Columbia University in New York. She is a member of the Athens and New York
Bar Associations.
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 69 of 159
She worked at the law firm of Shearman & Sterling in New York from 1988 to 1992, when she joined the
law firm of Karatzas & Associates (then Karatzas Law Firm), where she has been a Managing Partner
since 1996.
Karatzas & Partners is consistently ranked in the first tier (Tier 1), and its partners among the top lawyers
in Greece, in international legal guides such as Chambers & Partners, Legal 500 and IFLR1000.
She is always at the forefront of law developments and has been and continues to be involved in some of
the most significant transactions for the Greek economy.
She has been and remains the only female Managing Partner of a major law firm in Greece. She has been
honoured with the pan-European award in the financial regulation category at the International Financial
Law Review Europe Women in Business Law awards in 2015, has been awarded the IFLR1000 Women
Leaders 2020 -
EMEA title and in 2018 she was appointed in the Legal 500 Hall of Fame. She is a member
of the Board of Directors and Executive Committee of the Institute of Economic and Industrial Research
(IOBE).
She is married and has 3 children. She is fluent in English and French and has good knowledge of Italian.
Based on the above, the proposed members of the Board of Directors meet the independence criteria
under Article 9 par. 1 & 2 of Law 4706/2020, they are not subject to any impediments or incompatibilities,
and according to their curricula vitae they are considered suitable for the positions and the performance
of their duties, as they possess sufficient knowledge, skills and experience, independence of judgment,
moral guarantees, and good reputation. Furthermore, no final court decision has been issued within one
(1) year prior to their election, recognizing their liability for loss-making transactions of a listed company
or a non-
listed company under Law 4548/2018, with related parties.
The CVs of the above candidates have been posted in due time, in accordance with Article 18 of Law
4706/2020, on the Company's website
.
8.
CVs of members of senior management
Mr. Homayoon Amirparviz, General Manager of
Grande Bretagne and King George Hotels, undertook
his duties on 15 October 2020. He has a degree in Hotel & Tourism Management and has extensive
experience in the luxury hospitality sector. He started in 1996 as Director of F&B at Hyatt Regency Baku
in Azerbaijan and continued in the following years in the same role at Hyatt Regency La Manga Resort in
Spain and Grand Hyatt Muscat in the Sultanate of Oman. In 2001 he was Assistant General Manager at
the Hyatt Regency Adelaide in Australia and in 2006 he returned to the Hyatt Regency Baku, this time in
the role of General Manager. In 2009 he became General Manager at the Hyatt Regency Bishkek in
Kyrgyzstan. In 2012 he joins our Group as General Manager at Hyatt Regency Belgrade in Serbia
.
Mrs. Aneta Svoronou is the Assistant Manager of Grande Bretagne and King George Hotels. She has
been working in our group since June 2011, taking over the position of Deputy Director on 1 August 2018.
She has extensive previous experience in Sales, Marketing, Reservations & Revenue Management. She
has worked in large multinational companies abroad and in Greece. She studied Tourism Business
Administration at TEI of Athens.
Mr. Konstantinos Kyriakos is the Chief Financial Officer of the Company and the LAMPSA Group.
He is
a graduate of the Athens University of Economics and Business and the School of Tourism Business. Mr.
Kyriakos has considerable experience in Commercial, Hotel and Multinational companies. He has been
working in our group since 1999.
Ms. Katerina Tziha is the Director of Human Resources. She has extensive experience in Human
Resources Management in large Greek and multinational companies and in different business sectors.
She studied at the University of Piraeus, at the Department of Statistics and Insurance Science. She has
been working in our group since May 2010.
Mr. Filippos Koutropoulos is the Director of the Revenue Management Department as well as the
Communication and Reservations Department of the Hotels. He has extensive previous experience in the
field of reception, reservations, and revenue. He studied at the Corfu School of Tourism Professions &
holds a Master's degree from BCA. He has been working in our group since 2003.
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 70 of 159
Mr. Ioannis Dermatidis is the Internal Auditor and Head of the Internal Control Unit of the Company. He
has the appropriate knowledge and professional experience for the above position. He holds a degree in
Business Administration from the Athens University of Economics and Business Administration and has
more than 20 years of work experience in the preparation and auditing of financial statements of various
economic entities, with many years of experience in the internal control of hotel units.
The aforementioned information shows that the Company has an adequate gender representation of more
than 25% of all members of senior management and generally ensures equal treatment and equal
opportunities between genders.
The Company’s Board of Directors, under No. 2051/22.04.2024 Meeting, carried out the annual review of
the fulfillment of the independence conditions of the independent non-executive members of the Board of
Directors of the Company in accordance with Article 9 paragraph 3 of Law 4706/2020 and the criteria of
suitability of all existing members of the Company’s Board of Directors and, after a thorough examination
and following the 22.04.2024 recommendation of the Remuneration and Nomination Committee,
unanimously found that the independent non-executive members of the Company's Board of Directors,
namely (1) Maria Damanaki father’s name Theodoros, (2) Nikolaos Nanopoulos father’s name
Konstantinos and (3) Aikaterini Maria Karatza father’s name Theodoros, continue to fully meet the
conditions and criteria of
independence provided for in Article 9 par. 1 and 2 of Law 4706/2020 and that
the existing members of the Company's Board of Directors still meet the suitability criteria (individual and
collective), provided for by both Law 4706/2020 and the Company's Suitability Policy.
9.
Information regarding the participation of the members of the Board of Directors in its
meetings
The following table presents the frequency of participation of the members of the Board of Directors in the
meetings of the Board of Directors in 2023:
S/N
Name/surname
of BoD
Member
BoD Member capacity
Participation in BoD
Meetings
1
Chloe Laskaridi, father's name -
Athanasios
Chairman – Executive Member
19/19
2
Anastasios Homenidis, father's
name - Georgios
Chief Executive Officer, Executive
Member
19/19
3
Nikolaos
Nanopoulos
father’s
name - Konstantinos
Deputy Chairman, Independent Non-
executive Member
19/19
4
Vassilios Theocharakis, father's
name - Nikolaos
Non-Executive Member
19/19
5
Suzanna Laskaridi - Doulaki,
father's name - Panagiotis
Non-Executive Member
19/19
6
George Galanakis, father's name
- Emmanuel
Non-Executive Member
19/19
7
Maria Damanaki father’s name
Theodoros
Independent Non-executive Member
19/19
8
Timotheos
Ananiadis
father's
name – Theodoros
Non-Executive Member
19/19
9
Ekaterini Maria Karatza father's
name – Theodoros
Independent Non-executive Member
19/19
10
Thomas Miller, father's name -
Luis
Non-Executive Member
18/19
Note: The denominator of the fraction in the above tables refers to all the meetings of the Board of
Directors held since the election of every member and during the reporting period.
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 71 of 159
10. Information on the number of shares held by every member of the Board of Directors and every
chief executive officer of the Company, by providing the information in table form for every
member of the Board of Directors. and for every senior executive, separately.
The members of the BoD and executives own no treasury shares.
11. Activities of the Committees under Article 10, Law 4706/2020:
- Audit
- Remuneration and Nomination
Activities of the Audit Committee 202
3
In 2023, the Company's Audit Committee had the following composition:
Existing Audit Committee (election under decision of the Extraordinary General Meeting from 25.11.2021
until 29.06.2023)
1. Athanasios Bournazos, third party (non-member of the Board of Directors of the Company) independent
within the meaning of Article 9 par. 1 & 2 of Law 4706/2020, Chairman of the AC.
2. Konstantinos Vassiliadis, third party (non-member of the Board of Directors of the Company),
independent within the meaning of Article 9 par. 1 & 2 of Law 4706/2020, Member of the AC.
3. Timotheos Ananiadis, non-executive member of the Board of Directors of the Company, Member of the
AC.
Existing Audit Committee (elected under decision of the Regular General Meeting from 29.06.2023 to date
with a term of office of two (2) years, extendable at the latest until the next Regular General Meeting; and
in any case within the same calendar year):
1. Athanasios Bournazos, third party (not a member of the Board of Directors of the Company)
independent within the meaning of Article 9 par. 1 & 2 of Law 4706/2020, Chairman of the Audit
Committee.
2. Konstantinos Vasileiadis, third party (not a member of the Board of Directors of the Company),
independent within the meaning of Article 9 par. 1 & 2 of Law 4706/2020, Member of the Audit Committee.
3. Timotheos Ananiadis, non-executive member of the Company's Board of Directors, Member of the
Audit Committee.
The CVs of the members of the Audit Committee (both existing and pre-existing, as the pre-existing
members of the Audit Committee were re-elected by virtue of the decision of 29.06.2023 of the Regular
General Meeting of Shareholders) are as follows:
1. Athanasios Bournazos
Graduate of UoM (Higher Industrial School of Thessaloniki). Member of the Chamber of Commerce. Class
A Tax Accountant. He has 35 years of experience in the financial services in various companies. He was
an internal auditor and as internal control manager for 11 years at DELTA S.A. As Financial Director, he
worked at the companies CHROSTIKI S.A. and SCHUR FLEXIBLES ABR S.A. He served as the Head of
Accounting at the company "AUTOMOTIVE GENERAL ENTERPRISES OF TOURISM AND HOTELS
S.A.". He has been continuously participating in the Audit Committee of the LAMPSA HELLENIC HOTELS
S.A. since 2018.
2. Konstantinos Vasileiadis
He studied Economics at the UoM.
He served as a Head of Accounts in the Shipping and Air Transport Segment for a period of over 15 years.
He was Head of Accounting at Lampsa S.A. during the implementation of International Financial Reporting
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 72 of 159
Standards. He has been continuously participating in the Audit Committee of the Company LAMPSA
HELLENIC HOTELS S.A. since 2018.
3. Timotheos Ananiadis
The CV of Mr Timotheos Ananiadis is presented above in the CVs of the members of the Board of
Directors.
__________________________________________________________________________
Composition
of
the
Audit Committee from
01/01/2023 to 31/12/2023
S/N
Name/surname
C
apacity
Participation
in
the
Audit
Committee Meetings
1
Athanasios
Bournazos
Chairman of the Committee - Third
person
(not
a
member
of
the
Company's
Board
of
Directors)
i
ndependent, within the meaning of
article 9 par. 1 & 2 of Law 4706/2020.
14/14
2
Konstantinos
Vasileiadis
Member of the Committee - Third
person
(not
a
member
of
the
Company's
Board
of
Directors)
i
ndependent, within the meaning of
article 9 par. 1 & 2 of Law 4706/2020.
14/14
3
Timotheos
Ananiadis
Member of the Committee - Non-
Executive Member of the Board of
Directors.
14/14
The meetings of the Audit Committee of the Company and the issues discussed for the period 01.01.2023-
31/12/2023 are as follows:
1. Meeting of February 15, 2023 - Approval of the Internal Auditor's Audit Plan for FY 2023.
2. Meeting of February 20, 2023 - Approval of the provision of non-audit services related to prearranged
procedures regarding the assessment of the preparation of the FY 2022 Intra-Group Transaction
Documentation File as expected to be provided by the audit firm "GRANT THORNTON BUSINESS
SOLUTIONS S.A." to LAMPSA HELLENIC HOTELS S.A. and its subsidiaries.
3. Meeting of March 7, 2023 - Preliminary Report of Grant Thornton Audit Firm to the Audit Committee for
the FY 31/12/2022. Planning stage - audit work in progress.
4. Meeting of March 10, 2023 - Approval of the provision of the following audit services as expected to be
provided by the audit firm "GRANT THORNTON BUSINESS SOLUTIONS S.A." to LAMPSA HELLENIC
HOTELS S.A: "Pre-agreed procedures on the calculation of the parent company's financial ratios in the
context of compliance with the requirements of the loan agreements with the creditor banks."
5. Meeting of March 31, 2023 - Presentation of the Internal Auditor's Report
6. Meeting April 28, 2023
- Reviewed, prior to their approval by the Board of Directors, the Company's
financial statements (separate and consolidated), prepared in accordance with International Financial
Reporting Standards (IFRS) and assessed positively the integrity and consistency.
7. Meeting of April 28, 2023
- Item One: Update of the existing Operating Regulations of the Company.
Item Two: Update of the existing Audit Committee Operating Regulations.
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 73 of 159
8. Meeting of June 7, 2023
- Recommendation to select an Audit Firm for the regular audit of the Company.
9. Meeting of June 29, 2023
- Election of the Chairman of the Audit Committee of the Company, in
accordance with the provisions of Article 44 of Law No. 4449/2017 (Greek Government Gazette Issue A'
7/24.01.2017) and its constitution as a body.
10. Meeting of June 30, 2023
- Presentation of the Internal Auditor's Report
11. Meeting of September 22, 2023 - Reviewed, prior to their approval by the Board of Directors, the
Company's financial statements (separate and consolidated), prepared in accordance with International
Financial Reporting Standards (IFRS) and positively assessed their integrity and consistency.
12. Meeting of September 29, 2023 - Presentation of the Internal Auditor's Report
13. Meeting of November 27, 2023 - Update of the existing Company's Operating Regulations.
14. Meeting of December 29, 2023 - Presentation of Internal Auditor's Report, Internal Auditor's
Assessment and Annual Self-Assessment of the Audit Committee.
The Company’s Board of Directors under No. 2051/22.04.2024 Meeting, proceeded with reviewing the
criteria of Article 44 of Law 4449/2017 for all the members of the Company's Audit Committee and the
independence criteria of Article 9 par. 1 & 2 of Law 4706/2020 regarding its independent members, the
Board of Directors and, following a thorough examination, and the recommendation of the Remuneration
and Nomination Committee as of 22.04.2024, unanimously found that the existing members of the Audit
Committee still meet the criteria of Article 44 of Law 4449/2017, as all the members of the Audit Committee
have sufficient knowledge in the segment in which the Company operates, while Mr. Athanasios
Bournazos and Konstantinos Vassiliadis have proven sufficient knowledge and experience in auditing and
accounting (international standards), and therefore Mr. Athanasios Bournazos and Konstantinos
Vassiliadis shall attend the meetings of the audit committee concerning the approval of the financial
statements, according to the provisions of Article 44 par. 1 p. (g) of Law 4449/2017 as well as that the
members of the existing Audit Committee are still mostly independent within the meaning of Article 9 par.
1 & 2 of Law 4706/ 2020 and specifically Mr. Athanasios Bournazos and Konstantinos Vassiliadis.
Remuneration and Nomination Committee
The Company has assigned the responsibilities of the Remuneration Committee and the Nomination
Committee under Articles 11 and 12 of Law 4706/2020 to a committee in accordance with the possibility
given by paragraph 2 of Article 10 of Law 4706/2020, entitled " Remuneration and Nomination Committee
", hereinafter referred to as" Committee ", to which all the responsibilities of the Remuneration Committee
and the Nomination Committee were assigned in accordance with Article 10 par. 2 of Law 4706/2020.
For this purpose, according to the decision no. 2002/2021 of the Board of Directors, the Remuneration
Committee was abolished and the existing Remuneration and Nomination Committee was established
and its Rules of Operation were approved, which are posted on the Company's website www.lampsa.gr.
The members and the term of office of the members of the Remuneration and Nomination Committee are
as follows:
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 74 of 159
Composition of the Remuneration and Nomination Committee
S/N
Name/surname
C
apacity
Beginning of
term
E
nd of term
1
Nikolaos
Nanopoulos
Chairman of the
Committee -
Independent, within
the meaning of
article 9 par. 1 & 2
of Law 4706/2020,
Non-executive
Member of the
Board of Directors
06/10/2021
29.07.2024 (the term can be
automatically extended until the
deadline, within which the next
Regular General Meeting must
convene and the relevant decision
is made)
2
Ekaterini
Maria
Karatza
Member of the
Committee -
Independent, within
the meaning of
article 9 par. 1 & 2
of Law 4706/2020,
Non-executive
Member of the
Board of Directors
06/10/2021
29.07.2024 (the term can be
automatically extended until the
deadline, within which the next
Regular General Meeting must
convene and the relevant decision
is made)
3
Timotheos
Ananiadis
Member of the
Committee - Non-
Executive Member
of the Board of
Directors
06/10/2021
29.07.2024 (the term can be
automatically extended until the
deadline, within which the next
Regular General Meeting must
convene and the relevant decision
is made)
Remuneration and Nomination Committee Objective:
The main objective of the Committee is to assist the Board of Directors in the performance of its duties in
relation to (a) the remuneration provided by the Company, designing and implementing a Remuneration
Policy to determine appropriate remuneration in order to attract competent executives to staff the Board.
Board positions as well as 2 senior management positions, maximizing shareholder value and long-term
viability of the Company, in accordance with the strategic objectives of the Company, as well as the
relevant legislative and regulatory framework, and (b) the establishment efficient and transparent process
for the nomination of suitable candidates for the filling of positions of members of the Board of Directors
and senior executives of the Company.
Members and term of office
The members of the Committee are selected and appointed by the Board of Directors.
The Committee consists of at least three (3) non-executive members of the Board of Directors, the majority
of whom are independent. The Chairman of the Committee is one of the independent non-executive
members.
All the members of the Committee have the necessary knowledge, skills and experience for the effective
fulfillment of the Committee's duties.
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 75 of 159
The term of office of the members of the Committee coincides with the term of the Board of Directors, with
the possibility of renewing their appointment. In any case, however, the term of office of the members in
the Committee cannot exceed nine (9) years in total.
To facilitate implementation of its duties, the Committee may use any resources it deems appropriate,
including services from external consultants. When an external consultant has been hired for
remuneration matters, it is reported to the Committee, which also has the responsibility of guidance and
monitoring. The external consultant is mentioned in the Company's annual report together with a
statement about any possible relationship with the Company or with members of the Board of Directors
individually.
It is forbidden for persons to participate in the Committee who simultaneously hold positions or operations
or who perform transactions incompatible with the objective of the Committee. Without prejudice to the
previous paragraph, the participation of a person in the Remuneration and Nomination Committee does
not exclude his participation in another Committee of the Board of Directors, as long as this does not affect
the sound performance of the duties of the person as a member of the Committee.
The members of the Committee are appointed in their entirety by the Board of Directors with a decision
that sufficiently justifies the qualifications of the members of the Committee. With the same decision, the
Chairman of the Committee is appointed. The Board of Directors may, by the same decision, appoint one
of the elected independent members of the Committee as Deputy Chairman, while it is also possible to
appoint substitute members who replace the regular members of the Remuneration Committee in case of
their obstruction.
Duties and Responsibilities
In relation to remuneration:
5.2. Regarding remunerations:
i. formulating proposals to the Board of Directors on the Remuneration Policy adopted by the Company
and submitted for approval to its General Meeting and evaluation, on a periodic basis, of the need to
update the Company's Remuneration Policy taking into account legislative developments, best practices,
the Corporate Governance Code of the Company as well as the relevant findings / proposals of the Internal
Control Unit.
ii. formulating proposals to the Board of Directors regarding a) the salaries of the persons that fall within
the scope of the Remuneration Policy, according to Article 110 of Law 4548/2018, i.e. the members of the
Board of Directors and if there is the General Manager or the Deputy and / or any additional persons
specified in the Company's Articles of Association, and b) the remuneration of the Company's executives,
in particular the head of the Internal Control Unit,
iii. examining the information included in the final draft of the annual Remuneration Report and the
provision of relevant opinion to the Board of Directors, before the submission of the above report to the
General Meeting, in accordance with Article 112 o
f Law 4548/2018. The Committee reports to the Board
of Directors describing how the Remuneration Report takes into account the voting outcome of the
General Meeting on the previous Remuneration Report.
iv. explaining temporary deviations from the Company's Remuneration Policy, provided that (a) the
Remuneration Policy sets out the procedural conditions under which a derogation from its content may be
applied, (b) the Remuneration Policy sets out its details, to which the derogation may apply and (c) this
derogation is necessary for the long-term service of the Company's interests as a whole or to ensure its
viability.
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 76 of 159
In relation to the nomination of candidates:
i. formulating proposals to the Board of Directors in relation to the preparation, review and implementation
of the Suitability Policy, as well as the Diversity Policy of the members of the Board of Directors,
ii. nominating candidate members of the Board of Directors and senior executives is based on a clearly
defined procedure. In this context, the Committee evaluates the adequacy of the skills, knowledge and
experience of the candidates in accordance with the Company's Suitability Policy and the specific
procedure provided in its regulation. In addition, it prepares the description of the roles, skills and time
commitment required by each position.
The aforementioned procedure of nominating suitable candidates for the purpose of filling the positions of
the members of the Board of Directors may begin:
a) upon emergence of a substantial need for the appointment of a new member, taking into account the
findings of the evaluation process of the Board of Directors,
b) due to the expiration of a member's term of office,
c) due to loss of membership (e.g. death, resignation),
d) due to the current succession plan for members of the Board of Directors and Senior Executives,
e) in any other case deemed necessary due to the circumstances.
This procedure consists of the following steps:
— defining a targeted composition profile of the Board of Directors based on the Company's strategy and
needs, as well as its Diversity and Suitability Policy,
— identifying skills gaps to achieve the above composition profile, for example by mapping the existing
skills set of the Board of Directors against the skills required to meet the Company's needs ('skills matrix'),
and subsequent identification of the position to be filled by detailing the role of that position, as well as the
qualifications and time required to fulfill that role;
— in the selection of suitable persons from a wide pool of candidates ('pool of candidates'), taking into
account the criteria set out in the Company's Suitability Policy, including an interview process with the
candidates (an indicative questionnaire for evaluating candidate members is set out in the Annex to the
Regulations). Various methods can be used to search for candidates such as:
And finally,
— submitting a proposal to the Board of Directors with the selected candidates, so that the Board of
Directors then propose them for election at the General Meeting. This proposal shall include at least the
following elements:
•
detailed CV of the proposed member,
•
proof of the Committee's proposal according to which it is confirmed that the requirements of the
defined profile for the position of the member of the Board of Directors to be filled are met,
•
confirmation of the coverage of the separate collective and separate eligibility criteria based on
the Eligibility Policy followed by the Company.
iii. periodic evaluation, at least annually, of the Board of Directors and its Committees at a collective level,
as well as of the Chairman, the CEO and the other members of the Board of Directors at an individual
level, and review of the Board of Directors' renewal needs. During the overall evaluation, the composition,
diversity and effective cooperation of the members of the Board of Directors for the fulfillment of their
duties are taken into account. During the separate evaluation, the status of the member (executive, non-
executive, independent), participation in committees, undertaking of special responsibilities / projects, time
devoted, behavior as well as utilization of knowledge and experience are taken into account. At least every
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 77 of 159
three years, this evaluation is facilitated by an external consultant. The evaluation process is carried out
indicatively in the form of questionnaires and interviews.
iv. preparation, updating and submission to the Board of Directors for approval of a succession plan for
the members of the Board of Directors, the CEO and the top managers. In particular, the preparation of a
proper succession plan for the CEO is entrusted to the Committee, which in this case takes care of:
• identifying the required quality characteristics that the person of the CEO should have,
• continuous monitoring and identification of potential internal candidates,
• if deemed appropriate, search for potential external candidates,
• and dialogue with the CEO regarding the evaluation of candidates for his position and other senior
management positions,
v. formulation of proposals to the Board of Directors for the planning and implementation of an introductory
information program for the new members of the Board of Directors, as well as a continuous training plan
for the members of the Board of Directors based on the relevant Education Policy for the Members of the
Board of Directors.
vi. guidance of the Board of Directors in the annual evaluation of the CEO's performance. The results of
the evaluation should be communicated to the CEO and taken into account in the determination of his
variable remuneration.
vii. review, on an annual basis, of the categories of the Company's personnel whose nature of activities
has a material impact on its risk profile. This examination takes into account the type and nature of the
activities, the degree of participation of the staff under assessment in these categories and the general
procedures followed at each stage of the activities.
vii. examination of proposals from stakeholders, including the main shareholders and the Company's
Management in the context of its duties.
viii.
In relation to the appointment of Audit Committee members, the Remuneration and Nomination
Committee is the principal body responsible for identifying, reviewing and verifying the criteria, factors and
conditions for all candidates for Audit Committee membership. It shall establish the grounds for their
nomination and determine the suitability of the Audit Committee candidates with regard to the criteria set
out in paragraph 1. 1 of Article 44 of Law 4449/2017, as amended and in force, and the laws and conditions
referred to therein, as well as as any disqualifications or incompatibilities, taking into account any relevant
provisions of the Company's regulations and policies. The actions taken to evaluate the candidates for
the Audit Committee are described in the minutes of the Remuneration and Nomination Committee.
Subsequently, the Remuneration and Nomination Committee shall recommend, based on reasons, to the
Board of Directors of the Company the appropriate members to become members of the Audit Committee.
If a resolution is required by the General Meeting for the election of the Audit Committee, the Board of
Directors, following the proposal of the Remuneration and Nomination Committee, proposes to the
General Meeting the candidates for membership of the Audit Committee, after having verified that all the
required criteria, factors and conditions are met by the candidates.
viii. In addition, it shall search and recommend to the Board of Directors suitable persons as candidates
for the positions of Compliance Officer and Risk Management Officer, setting out the grounds for their
nomination and ascertaining the suitability of the candidates, taking into account the relevant provisions
of the law and any relevant provisions of the Company's regulations and policies.
ix.
Furthermore, in collaboration with the Compliance Officer, it shall search for and recommend to the
Board of Directors suitable persons as candidates for the position of the Reporting and Monitoring Officer
(RMO), in accordance with the provisions of Law No. 4990/2022.
Operation of the Remuneration and Nomination Committee
The Committee convenes regularly at least quarterly every year and whenever circumstances
require.
The Chairman of the Committee decides on the items on the agenda, the frequency and the
duration of the meetings.
The Chairman of the Committee convenes its members by invitation, which is notified to them at
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 78 of 159
least two (2) working days before the meeting. The invitation lists the items on the agenda, the
date, time and place of the meeting. The items on the agenda as well as the relevant documents
will normally be made available to each member at least two (2) working days before the meeting.
Relevant documents can also be circulated via e-mail.
The Committee is in quorum and meets validly when at least two (2) members are present, while
the participation
́
by a representative is not allowed. The Committee may also meet on its own
initiative, provided that all its members are present. Decisions are taken by an absolute majority
of the members present, while in cases of a tie, the vote of the Chairman of the Committee shall
prevail.
In each case, minutes are kept for every meeting of the Committee, for the observance of which
the Corporate Secretary of the Board of Directors is responsible. The minutes are made available
to all members of the Committee and the Board of Directors.
The Committee has the opportunity to invite to its meetings, whenever it deems appropriate, any
member of the Board of Directors, any executive of the Company or any person it deems
appropriate to assist in its work.
The Committee may convene by teleconference or conference call. The participation of a
member of the Committee in a meeting, through visual or audio connection, will be considered
valid for this purpose.
The Chairman of the Committee regularly informs the Board of Directors about the activities of
the Committee. Also, the activities of the Remuneration and Nomination Committee, as well as
the participation of the members of the Board of Directors in its meetings, should be reflected in
the Corporate Governance Statement included in the management report of the Board of
Directors prepared according to Article 152 of law 4548 / 2018, as in each case.
The Remuneration and Nomination Committee performs an annual self-evaluation and submits
to the Board of Directors suggestions for improving its operation.
In 2023, the Remuneration and Nomination Committee convened 6 times. Attendance of every member
at the meetings is presented in the table below:
Remuneration and Nomination Committee Meetings from
01/01/2023 to 31/12/2023
S/N
Name/surname
C
apacity
Participation
in
the
Committee Meetings
1
Nikolaos Nanopoulos
Chairman
of
the
Committee
-
Independent, within the meaning of
article 9 par. 1 & 2 of Law 4706/2020,
Non-executive Member of the Board
of Directors
6/6
2
Ekaterini
Maria
Karatza
Member
of
the
Committee
-
Independent, within the meaning of
article 9 par. 1 & 2 of Law 4706/2020,
Non-executive Member of the Board
of Directors
6/6
3
Timotheos Ananiadis
Member of the Committee - Non-
Executive Member of the Board of
Directors
6/6
Issues and actions of the existing Remuneration Committee and the Remuneration and Nomination
Committee in 2023 are summarized in the table below:
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 79 of 159
Activities of the Remuneration Committee and meetings from
01/01/2023 to 31/12/2023
1. Meeting
28.02.2023
Monitoring the development of the salary expense and the remuneration of the persons who fall
within the scope of the Remuneration Policy, in accordance with Article 110 of Law 4548/2018,
and the Company's executives, in conjunction with the progress of the Company's operations.
2. Meeting 24.04. 2023
- Annual review of the fulfillment of the independence conditions of the independent non-executive
members of the Company's Board of Directors in accordance with Article 9 par. 3 of Law
4706/2020 and the suitability criteria of all existing members of the Company’s Board of Directors.
- Review of the criteria of Article 44 of Law 4449/2017 for all the members of the Company's Audit
Committee and the independence criteria of Article 9 par. 1 & 2 of Law 4706/2020 regarding its
independent members.
3. Meeting 28. 04. 2023
Evaluation of nominations for the appointment of the Company's Compliance Officer -Drafting and
submission of a Recommendation to the Board of Directors of the Company.
4. Meeting 07.06.2023
- Submission of an opinion to the Board of Directors regarding the pre-approval of a remuneration
of € 18
.000 euros to the member of the Board of Directors Mr. Anastasios Homenidis for the
financial year from 1.1.2023 to 31.12.2023.
- Preparation and approval of the Remuneration Report of the members of the Board of Directors
for the year 2022, in accordance with article 112 of Law 4548/2018;
- Submission of a positive
recommendation to the Board of Directors of the Company for its approval.
- Evaluation of nominations for the election of a new Audit Committee, in accordance with article
44 of Law 4419/2017 - Drafting and submission of a Recommendation to the Extraordinary
General Meeting of 29/06/2023, in accordance with article 5.1(viii) of the Remuneration and
Nomination Committee's Operating Regulations.
5. Meeting 31.07.2023
Monitoring the evolution of the salary expenses and remuneration of the persons falling within the
scope of the Remuneration Policy, pursuant to article 110 of Law 4548/2018, and of the
Company's executives, in conjunction with the progress of the Company's operations.
6. Meeting 29.12.2023
- Monitoring the evolution of the salary expenses and remuneration of the persons falling within
the scope of the Remuneration Policy, pursuant to article 110 of Law
4548/2018, and of the
Company's executives, in conjunction with the progress of the Company's operations.
- Annual (this) evaluation of the Remuneration and Nomination Committee in accordance with the
provisions of article 7.8 of its Internal Operating Regulations.
Part B –
Audit Committee, Internal Audit & Risk Management
1. Audit Committee
The Company implements sufficient controls to ensure the reliability of the financial statements and the
efficiency of its operations.
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 80 of 159
In this context, the Audit Committee provided by law has been established, which is in charge of monitoring
the internal audit department on a periodic basis but also whenever it is requested. The Committee is in
constant contact with the Internal Audit Unit and ensures that all those conditions and terms necessary
for the smooth operations of the internal audit are secured.
The exact framework of the responsibilities of the two above bodies is analytically described in the Rules
of Operation of the Audit Committee and the Internal Audit Unit respectively as well as in the Company's
Rules of Operation.
The Audit Committee consists of (3) members. The Audit Committee is:
- a committee of the Company's Board of Directors, which consists of non-executive members, either
- an independent committee, which consists of non-executive members of the Board of Directors and
third parties, either
- independent committee, which consists only of third parties.
The type of Audit Committee, the term of office, the number and the positions of its members are decided
by the General Meeting.
The members of the Audit Committee are appointed by the Board of Directors, when it is a committee
thereof, or by the General Meeting of the Company's Shareholders, when it is an independent committee.
Regarding the type of Audit Committee, the General Meeting decides whether the Audit Committee will
be a committee of the Board of Directors, i.e. if it will consist exclusively of non-executive members of the
Board of Directors, or if it will be an independent committee, i.e. if at least one third person will participate.
The independent committee may consist of (a) non-executive members of the Board of Directors and third
parties or (b) exclusively of third parties. A third person means any person who is not a member of the
Board of Directors.
Regarding the composition of the Audit Committee, the General Meeting decides the number of members
of the Audit Committee (not less than three members) and the position of its members in relation to the
Company. By position is meant that which they have either as members of the Board of Directors, i.e.
non-executive member or independent non-executive member, or as a third person. The General Meeting
of the Company's Shareholders decides the duration of the Audit Committee's term of office. The General
Meeting may define the term of the Audit Committee with the possibility of extending its expiry until the
next regular General Meeting at the latest and in any case within the same calendar year of the end of its
term.
Regarding the election of the members of the Audit Committee, in the event that the General Meeting
decides that the Audit Committee is a committee of the Board of Directors, the members of the Audit
Committee are appointed by it. In the event that it is decided by the General Meeting that the Audit
Committee is an independent mixed committee, consisting of at least one member of the Board of
Directors. and third parties, the General Meeting, as the supreme body, either appoints all the members
of the Audit Committee, or appoints only the third parties as members of the Audit Committee and
authorizes the Board of Directors to choose the other members among its members, who meet the
provisions of the law. In the event that the General Meeting decides that the Audit Committee is an
independent mixed committee and the same General Meeting appoints all the members of the Audit
Committee, then the Board of Directors assigns the position of non-executive member to the specific
person or persons designated by the General Meeting.
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 81 of 159
Compliance with Independence criteria
The majority of the members of the Audit Committee are independent from the Company within
the meaning of Article 9 par. 1 & 2 of Law 4706/2020. Persons that simultaneously hold positions or
operations or perform transactions incompatible with the purpose of the Committee are forbidden to
participate in the Audit Committee of. Without prejudice to the previous paragraph, the participation of a
person in the Audit Committee does not exclude the participation in another Committee of the Board of
Directors, as long as this does not affect the sound performance of duties of the person as a member of
the Audit Committee.
Knowledge of the Company's segment of activity/Knowledge of Auditing or accounting
The members of the Audit Committee have sufficient knowledge of the segment in which the
Company operates. The Company's segment of activity can be determined by the super-segment in which
the Company has been incorporated by the Athens Stock Exchange. At least one member of the Audit
Committee, who is independent from the Company, with sufficient knowledge and experience in auditing
or accounting, must be present at the meetings of the Audit Committee, regarding the approval of the
financial statements.
Appointment of Chairman of the Audit Committee
The Chairman of the Audit Committee is appointed by its members during the meeting of the
Audit Committee as a body and is independent from the Company within the meaning of Article 9 par. 1
& 2 of Law 4706/2020, as effective.
Responsibilities of the Audit Committee
General
Without prejudice to the responsibility of the members of the Company's Board of Directors, the
Audit Committee, in accordance with paragraph 3 of Article 44 of Law 4449/2017, among others:
- informs the Company's Board of Directors of the result of the statutory audit and explains how
the statutory audit contributed to the integrity of the financial reporting and what was the role of the Audit
Committee in this process,
- monitors the financial reporting process and submits recommendations or proposals to ensure
its integrity,
-monitors the effectiveness of the Company's internal control, quality assurance and risk
management systems and, as the case may be, its internal control department, with regard to the
Company's financial reporting without violating the latter's independence,
-monitors the statutory audit of the annual and consolidated financial statements and in particular
its performance, taking into account any findings and conclusions of the Hellenic Accounting and Auditing
Standards Oversight Board (HAASOB - ELTE) in accordance with par. 6 of Article 26 of Regulation (EU)
no. 537/2014 and par. 5 of Article 44 of Law 4449/2017,
- reviews and monitors the independence of certified public accountants or auditing firms in
accordance with Articles 21, 22, 23, 26 and 27, as well as Article 6 of Regulation (EU) no. 537/2014 and
in particular the appropriateness of the provision of non-audit services to the entity under audit in
accordance with Article 5 of Regulation (EU) no. 537/2014,
- is responsible for the selection procedure of certified public accountants or auditing firms and
proposes the certified public accountants or auditing firms to be appointed in accordance with Article 16
of Regulation (EU) no. 537/2014, unless par. 8 of A
rticle 16 of Regulation (EU) no. 537/2014 is effective.
- prepares operating regulations that are posted on the Company's website
-submits an annual activity report to the regular General Meeting of the Company. This report
includes the description of the sustainable development policy followed by the Company.
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 82 of 159
-proposes improvements and changes in the Company's Rules of Operation, in terms of matters
related to its responsibilities.
In particular, duties and authorities of the Audit Committee:
For the proper implementation of the above authorities, the Audit Committee has the following
specific duties and authorities:
External Audit
The Audit Committee monitors the procedure and performance of the statutory audit of the Company's
separate and consolidated financial statements. In this context, it informs the Board of Directors by
submitting a relevant report on the issues arising from the statutory audit, analytically explaining:
i) The contribution of the statutory audit to the quality and integrity of the financial reporting, i.e.
accuracy,
completeness and correctness of the financial reporting, including the relevant disclosures, approved by
the Board of Directors and made public,
ii) The role of the Audit Committee under (i) the above procedure, i.e. recording the actions taken by the
Audit Committee during the process of conducting the statutory audit.
In the context of informing the Board of Directors, the Audit Committee takes into account the content of
the supplementary report, which the certified public accountant submits, including the results of the
statutory audit performed and meets at least the specific requirements in accordance with Article 11 of
Regulation (EU) no. 537/2014 of the European Parliament and of the Council of April 16, 2014.
Financial Reporting Procedures
The Audit Committee monitors, examines and evaluates the process of preparing the financial information,
that is, the production mechanisms and systems, the flow and dissemination of the financial reporting
produced by the involved organizational units of the Company. The above actions of the Audit Committee
also include other publicized reporting in any way (e.g. stock market announcements, press releases) in
relation to financial reporting. In this context, the Audit Committee informs the Board of Directors of its
findings and submits proposals to improve the procedures, if deemed appropriate.
Internal Control and Risk Management Systems Procedures and Internal Control Unit
The Audit Committee monitors, examines and evaluates the adequacy and effectiveness of all of the
Company's policies, procedures and controls regarding both the internal control system and risk
assessment and management, in relation to the financial reporting.
Regarding the operation of internal control, the Audit Committee monitors and inspects the sound
operation of the Internal Control Unit in accordance with professional standards as well as the effective
legislative and regulatory framework and evaluates its operations, adequacy and effectiveness, without
however influencing its independence.
The Audit Committee reviews the publicized reporting regarding the internal control and the main risks
and uncertainties of the Company, in relation to the financial reporting. In this context, the Audit Committee
informs the Board of Directors of its findings and submits proposals for improvement, if deemed
appropriate.
The more specific actions of the Audit Committee are analysed in its Rules of Operation, which are posted
on the Company's website
.
Meetings and decision making
The Audit Committee meets regularly at least six (6) times per year. Furthermore, the Audit Committee
meets on an extraordinary basis as often as deemed necessary in order to carry out its duties effectively.
The Audit Committee is convened at the invitation of its Chairman, which is notified to all the members
at least two (2) working days before the meeting. The agenda items, date, time and place of the Audit
Committee meeting are mentioned in the invitation. No invitation is required if all members are present
on the day of the meeting and no one has any objection.
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 83 of 159
The Committee meets at the headquarters of the Company or wherever else provided for in its Articles of
Association, in accordance with Article 90 of Law 4548/2018. The Committee can also meet by
teleconference, or through a telephone connection of some or all of its members.
All the members of the Audit Committee participate in its meetings. The member who has sufficient
knowledge and experience in auditing or accounting shall be present at the meetings of the Audit
Committee concerning the approval of the financial statements.
If not all the members of the Audit Committee are present at the meeting, the meeting is canceled and
repeated without a new invitation at the latest within seven (7) days of its cancellation (where again all
the members of the Audit Committee will be required to be present).
Decisions are made by a majority of its members, and in case of a tie, the vote of the Chairman prevails.
The Audit Committee appoints its secretary, who keeps analytical minutes at the meetings of the Audit
Committee. The discussions and decisions of the Audit Committee are recorded in minutes, which are
signed by the members present, in accordance with Article 93 of Law 4548/2018. Copies and excerpts of
the minutes of the decisions will be officially issued by the Chairman of the Audit Committee, who will
sign them, without requiring any other validation
.
Appointment of members of the Audit Committee
Regarding the election of the members of the Audit Committee, in case the General Meeting decides that
the Audit Committee is a committee of the Board of Directors, the members of the Audit Committee are
appointed by the Board of Directors. In the event that the General Meeting decides that the Audit
Committee shall be an independent joint committee consisting of at least one member of the Board of
Directors and third parties, the same General Meeting, as the supreme body, shall either appoint all
members of the Audit Committee or appoint only the third parties as members of the Audit Committee and
authorise the Board of Directors to select the other members from among its members who meet the legal
requirements. In the event that the General Meeting decides that the Audit Committee shall be an
independent joint committee and the same General Meeting appoints all the members of the Audit
Committee, then the Board of Directors shall be bound to confer the status of non-executive member to
the specific person or persons appointed by the General Meeting.
In relation to the appointment of Audit Committee members, the Remuneration and Nomination Committee
is the principal body responsible for identifying, reviewing and verifying the criteria, factors and conditions
for all candidates for Audit Committee membership. The actions taken to evaluate the candidates for the
Audit Committee are described in the minutes of the Remuneration and Nomination Committee.
Subsequently, the Remuneration and Nomination Committee shall recommend, based on reasons, to the
Board of Directors of the Company the appropriate members to become members of the Audit Committee.
If a resolution is required by the General Meeting for the election of the Audit Committee, the Board of
Directors, following the proposal of the Remuneration and Nomination Committee, proposes to the
General Meeting the candidates for membership of the Audit Committee, after having verified that all the
required criteria, factors and conditions are met by the candidates.
Furthermore, for the election of the members of the Audit Committee, a procedure is followed in
accordance with the proportional application of par. 1 of Article 18 of the Law. 4706/2020, i.e. posting on
the Company's website twenty (20) days before the General Meeting at the latest, in the context of the
relevant proposal of the Board of Directors, information regarding each candidate member, regarding the
following the justification of the candidate's nomination, the detailed CV of the candidate member, the
determination of the eligibility criteria of the candidates for membership of the Audit Committee of the
Board of Directors, and, if the candidate is proposed for election as an independent member, the fulfilment
of the conditions set out in Article 9 par. 1 & 2 of Law 4706/2020.
(Self) Evaluation
Every three (3) years at the latest - or even earlier if there is a significant reason required or is deemed
appropriate by the Committee - the Audit Committee evaluates its performance, as well as its Rules of
Operation. Furthermore, it submits to the Board of Directors proposals aimed at improving the services
provided. The Chairman of the Audit Committee is responsible for organizing the Committee's evaluation.
The Audit Committee shall provide all necessary assistance to the Assessor performing the periodic
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 84 of 159
assessment of the Internal Control System in accordance with Article 14 par. 3 (j) of Law 4706/2020, in
the context of the review by the Assessor of the monitoring process by the Audit Committee of the
effectiveness of the ICS
.
2. Internal Control System
The Company’s Board of Directors by virtue of its decision No. 2000/2021 replaced the existing Internal
Control Service (ICS) with the Internal Control Unit (ICU) of the Company and approved its Rules of
Operation, posted on the Company's website www.lampsa.gr.
The internal control system includes all the policies, procedures, duties, behaviors implemented by the
Board of Directors, the Management and the Company's human resources and aims:
•
To operate effectively and efficiently, so as to respond appropriately to the risks associated with
the achievement of its business objectives.
•
To ensure the reliability of the financial information provided, both within and outside the
Company.
•
To comply with applicable laws and regulations, including internal corporate policies and
procedures.
The Company, in achieving the above objectives, uses and has three "lines" involved in the effective
management of risks with various responsibilities and roles in the wider governance framework of the
Company.
FIRST LINE OF DEFENSE It concerns the operationally responsible units, as well as all employees with
any employment relationship, who carry out business operations, which, in the context of their daily
operation, manage risks. They are the structures responsible for the development of procedures and
control points for effective risk management and for the implementation of adjusting actions in cases of
identified weaknesses in procedures and control points. In particular, it includes the organizational units
as well as all the employees with any employment relationship, who carry out business operations of the
organization. They constitute the structures that own and manage the Company's risk which are not
independent from the Company.
SECOND LINE OF DEFENSE It includes the organizational units and separate or collective bodies of the
organization that are responsible for ensuring compliance with legality, managing the risks threatening the
orderly operation of the organization, as well as the overall monitoring and evaluation of the control
measures performed by the first line of defense, in order to support the further reinforcement and/or
monitoring of procedures and control points developed by the first line of defense. Such operations include
Regulatory Compliance and Risk Management.
They form structures or roles such as risk management
or regulatory compliance, which have expertise, support and oversee risk-related matters, have partial
independence, but report to the Company's Management.
The Regulatory Compliance Officer is independent from the other Company's operational units and
reports administratively to the CEO and operationally to the Company's Board of Directors. Administrative
reporting relates to the facilitation of day-to-day operations (e.g. approval of permits, budget, etc.). The
regulatory compliance officer manages the Company's compliance issues and his/her responsibilities are
included in the Company's Rules of Operation. The Company’s Board of Directors by its Decision No
2003/2021 has approved a relevant Regulatory Compliance Procedure and Regulatory Compliance
Policy, as they are in force after their update by Decision No. 2044/27.11.2023 of the Board of Directors
of the Company, where any specific issues are regulated in relation to the responsibilities of the Regulatory
Compliance Officer, more specific compliance procedures, etc.
THIRD LINE OF DEFENSE
The Internal Audit Unit provides objective evidence on the effectiveness of the internal control system,
including how the first and second lines of defense are achieving their objectives.
It has a high degree of independence, reporting to the Audit Committee, the majority of which is made up
of independent non-executive directors.
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 85 of 159
The Internal Audit Unit has overall responsibility for assessing the adequacy of the internal control system
at Group level. The Internal Control Unit performs regular, planned or even extraordinary reviews of all
the operations of the Company's Directorates, Units and Departments, in order to confirm the correct
adherence to the directions and strategy prepared by the Management.
More specifically, the Internal Audit Unit:
Monitors, reviews and assesses:
o
The implementation of the Rules of Operation and the Internal Control System, especially with
regard to the adequacy and correctness of the provided financial and non-financial reporting, the
identification and management of risks, regulatory compliance and the corporate governance code
adopted by the Company,
o
Quality assurance mechanisms,
o
Corporate governance mechanisms and
o
Compliance with the commitments contained in the Company's prospectuses and business plans
regarding the use of funds raised from the regulated market.
Prepares reports to the units under audit with findings regarding all the aforementioned, the risks arising
and suggestions for improvement, if any. The present reports, after the integration of the relevant opinions
from the units under audit, agreed actions, if any, or acceptance of the risk of not taking action, limitations
in the scope of its control, if any, final internal audit proposals and the
results of response of the
Company's units under audit to its proposals, are submitted quarterly to the audit committee.
Submits at least quarterly reports to the Audit Committee, which include the most significant issues and
its proposals, regarding the present tasks, which the Audit Committee presents and submits together with
its observations to the Board of Directors. The Head of the ICU has regular meetings with the Audit
Committee to discuss issues within its competence, as well as problems that may arise from internal
controls.
Provides any element/information/document etc. requested by the Audit Committee and takes all
relevant actions to facilitate its work.
Supervises and coordinates the work of the members of the Internal Audit Unit, in order to ensure the
implementation of a uniform internal control strategy in the Group, in line with best practices, internal
control standards and the applicable regulatory framework.
Evaluates the annual Audit Plan prepared by the Internal Audit Unit and submits it to the Audit
Committee for approval.
Evaluates the audit methodology applied and recommends relevant modifications and improvements
to the Audit Committee.
Processes the Internal Audit Unit's reports on the results of the audits and reports quarterly or, in specific
cases, on an ad hoc basis to the Audit Committee and Management.
Coordinates the actions of the members of the Internal Audit Unit in proposing improvements to existing
procedures and practices in order to ensure the effective functioning of the internal control system and is
informed of the timetables for improvement actions by control area.
It is informed of the results of the audits carried out by the regular auditors, the auditors who carry out
the triennial assessment of the adequacy of the internal control system, as well as by the Supervisory
Authorities.
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 86 of 159
The Internal Audit Unit, at an operational reporting level, reports to the Board of Directors of the Company,
through the Company's Audit Committee, while it reports to the Chief Executive Officer of the Company.
Head of the Internal Control Unit
The Head of the Internal Control Unit is appointed by the Company's Board of Directors, following a
proposal by the Audit Committee, is a full-time and exclusive employee, personally and operationally
independent and objective in the exercise of his/her duties and possesses the appropriate knowledge and
relevant professional experience. He/she reports administratively to the CEO and operationally to the
Audit Committee. As the Head of the Internal Control Unit, he/she cannot be a member of the Board of
Directors or a member with the right to vote in committees of a permanent nature of the Company and
have close ties with anyone who holds one of the above positions in the Company or in a Group company.
The Company informs the Hellenic Capital Market Commission of any change in the Head of the Internal
Control Unit, submitting the minutes of the relevant meeting of the Board of Directors, within twenty (20)
days of such change.
To facilitate the performance of the operations of the Internal Control Unit, its Head has access to any
organizational unit of the Company and receives knowledge of any element required for the exercise of
his/her duties.
The Head of the Internal Control Unit submits to the Audit Committee an annual audit program and the
requirements of the necessary resources, as well as the effects of limiting resources or the audit work of
the Unit in general. The annual audit program is prepared based on the assessment of the Company's
risks, having previously taken into account the opinion of the Audit Committee. The Head of the Internal
Control Unit has regular meetings with the Audit Committee to discuss issues within his/her competence
as well as problems that may arise from internal controls.
The Head of the Internal Control Unit provides in writing any information requested by the Hellenic Capital
Market Commission, cooperates with it and facilitates in every possible way the task of monitoring, control
and supervision by it.
The Head of the Internal Control Unit attends the General Meetings of Shareholders and provides
in writing any information requested by the Hellenic Capital Market Commission, cooperates with it and
facilitates in every possible way the task of monitoring, control and supervision by it.
More specific responsibilities and actions of the Head of the Internal Control Unit are analysed in the
Internal Control Unit's Rules of Operation.
INTERNAL CONTROL SYSTEM EVALUATION POLICY
The assessment of the adequacy of the internal control system is performed on the basis of the best
international practices aiming at ensuring the internal control system defined herein. In terms of best
international practices, the International Federation of Accountants: International Standards on Auditing,
the Institute of Internal Auditors: The International Professional Practices Framework and the Framework
Internal Control System of the COSO Committee (COSO: Internal Control Integrated Framework).
In particular, the assessment of the internal control system includes a review of the following:
1. Control Environment
2. Risk Management
3. Control Mechanisms and Controls
4. Information and Communication System
5. Monitoring of the ICS
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 87 of 159
The evaluation of the ICS is part of the overall evaluation of the Company's corporate governance system,
in accordance with paragraph 1 of Article 4 of Law 4706/2020.
The scope of the assessment includes all the Company's organizational units and any significant
subsidiaries.
The Board of Directors of the Company authorizes the Audit Committee within the framework of its role
and responsibilities, such as conducting market research of the external consultant, who will undertake
the evaluation of the internal control system of the Company and its significant subsidiaries, evaluating
the independence and objectivity of the members the Company's.
The assessor may be a legal or natural person or an association of persons. During the selection process,
it takes into account issues of independence and objectivity of the assessor and the team members as
well as issues related to professional experience and training.
In the context of ensuring independence and objectivity, the evaluation of the ICS cannot be performed
by the same assessor for a third consecutive evaluation.
The Audit Committee monitors the progress of the evaluation and compliance work of the agreed project.
The assessor submits a concise and analysed evaluation report to the Audit Committee and the
Company's Board of Directors.
At an earlier stage, the areas/findings concerning the units under audit will be communicated directly by
the assessor aiming at taking adjusting actions. Upon completion of the evaluation, the Audit Committee
will monitor the results of the evaluation and will, where it deems necessary, take appropriate adjusting
actions.
INTERNAL CONTROL SYSTEM ASSESSMENT PROCEDURE
The Board of Directors determines and supervises the implementation of the corporate governance
system of the provisions of the Law on Corporate Governance, monitors and evaluates regularly, at least
every three (3) financial years starting from the reporting date of the last evaluation, its implementation
and effectiveness by proceeding to appropriate actions to address any deficiencies. This assessment
focuses in particular on the adequacy and effectiveness of financial reporting, on a separate and
consolidated basis, on risk management and regulatory compliance, in accordance with recognized
standards of assessment and internal control, as well as the application of the corporate governance
provisions of L 4706/2020. In addition, the Board of Directors assigns an independent external consultant
to evaluate the internal control system.
The external consultant assigned with the evaluation of the internal control system studies and evaluates
the following objectives, in accordance with the provisions of the decision 1/891/30.9.2020 of the Hellenic
Capital Market Commission, as amended in accordance with the decision 2/917/ 17.6.2021 of the Hellenic
Capital Market Commission:
1.
Control Environment
The Control Environment consists of the sum of structures, policies and procedures that provide
the basis for the development of an effective ICS as it provides the framework and structure for
achieving the fundamental objectives of the ICS. The Control Environment is essentially the sum
of many separate elements determining the overall organization and the Company’s
management and operation. The review of the Control Environment includes in particular the
following:
•
Integrity, Ethical Values and Management Behavior: It examines whether a clear
framework of integrity and ethical values has been developed governing the decision-making of
the Board of Directors, and whether there are monitoring procedures for their faithful observance,
so that any deviations are detected in time and corrected respectively.
•
Organizational Structure: It examines whether the Company's organizational structure
provides the framework for the planning, execution, control and supervision of corporate
operations through an organizational chart for all its business units and operational activities,
according to which the key areas of responsibility are defined within the Company and the
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 88 of 159
appropriate lines of reference are established, depending on the Company’s size and nature of
its operations.
•
Board of Directors: The structure, organization and mode of operation of the Board of
Directors and its committees are examined: in particular with regard to the issues of a)
relationship with the executive management b) responsibilities of supervising the operation and
effectiveness of the ICS and c) the composition of the Board of Directors (e.g. size, suitability
and diversity of the members of the Board of Directors, etc.).
•
Corporate Responsibility: The operation of the top executive management is examined
and the way in which it establishes, under the supervision of the Board of Directors, the
appropriate structures, lines of reference, areas of responsibility and competence to achieve the
Company's goals.
•
Human Resources: The practices of recruitment, remuneration, training and evaluation
of staff performance are examined in order to demonstrate the commitment of the Management
to the principles of integrity, moral values and the cognitive competence of the staff).
2.
Risk Management
It includes the review of the risk identification and assessment process (risk assessment), the
Company's management and response processes to them (risk response) and the risk
monitoring processes.
In particular, it examines:
•
the role and operation of the Risk Management Committee (if any) or another Company
Body with corresponding responsibilities.
•
the operations and responsibilities of the Risk Management Unit, if any and, in the
opposite case, of the service or personnel to whom these responsibilities have been assigned.
•
The existence of appropriate and effective policies, procedures and tools (such as risk
registers) to identify, analyze, control, manage and monitor every form of risk involved in the
Company’s operation.
3.
Control Activities
It includes a review of critical control mechanisms, with an emphasis on controls related to conflict
of interest issues, segregation of duties, and Information Systems governance and security.
4.
Information and Communication
It refers to the review of the financial development process, including the reports of control
mechanisms (e.g. Supervisory, Regulatory and Regulatory Authorities, Statutory auditors, etc.)
and non-financial reporting (e.g. the Sustainable Development Policy, the environmental, social
and labor issues, respect of human rights, fight against corruption, issues related to bribery, as
provided by Article 151 of Law 4548/2018) as well as the review of the Company's critical internal
and external communication procedures.
The Company must have, in accordance with its rules of operation, appropriate internal and
external communication channels, such as communication with the members of the Board of
Directors, shareholders and investors, communication with the existing Committees of the
Company, whistleblowing, communication with the Supervisory Authorities etc.
5.
Monitoring
It concerns the review of the Company's structures and mechanisms that have been charged
with the continuous evaluation of elements of the ICS and the reporting of findings for correction
or improvement. In particular, the operation of the following structures and mechanisms is
reviewed:
Audit Committee
It includes the assessor's review of the monitoring process by the Audit Committee of the
effectiveness of the ICS.
Internal Control Unit
It includes the review by the assessor of the following elements regarding the organization and
operation of the Company's Internal Control Unit and compliance with the provisions of Articles
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 89 of 159
15 and 16 of Law 4706/2020 and the effective regulatory framework, i.e. policies, procedures,
practices and effective statutory and regulatory requirements and in particular:
•
The existence and implementation of the Rules of Operation of the Internal Control Unit
approved by the Company’s Board of Directors.
•
The integration of the operation of the Internal Control Unit into the governance
framework of the Company, its organizational independence and the adequacy of staffing.
•
The review of tools and techniques used by the Internal Audit Unit.
•
The review of the combination of knowledge and skills of the staff employed in the
Internal Control Unit.
•
The review, on a sample basis, of the audit reports of the Internal Audit Unit of the
Company and its subsidiaries in terms of their timely submission as well as their appropriateness
and completeness as provided for in Article 16 of Law 4706/2020.
•
The effective operation of the supervisory bodies of the Internal Control Unit provided
for by the regulatory framework and the Company's Rules of Operation.
Regulatory Compliance
It consists of the assessor's review of the process of monitoring compliance with the regulatory
and legislative framework, as well as the internal regulations governing the Company’s operation.
The corporate governance provisions of Law 4706/2020 are included in the above framework.
In particular it is reviewed:
•
the Regulatory Compliance Unit, if it exists, and in the opposite case, the service or the
personnel to which the aforementioned responsibilities have been assigned, in terms of its
independence, the ability to access all the required sources of information, the timely and valid
communication of its findings and its training and updating to monitor the effective adoption and
smooth implementation of the changes made in the regulatory framework.
•
adequacy of the procedures regarding the prevention and suppression of money
laundering, where provided.
•
adequacy of staffing with personnel who have sufficient knowledge and experience to
carry out the responsibilities in question.
•
existence of an annual action plan approved by the Audit Committee and the monitoring
of its implementation.
During the consultant selection process, the above evaluation items are indicated as the minimum
required when submitting the consultant's proposal, while the audit committee, in order to reach the
selection of a consultant, takes into account the following:
1.
Independence and objectivity issues
During the selection of the consultant who will evaluate the Company's internal control system,
matters of independence and objectivity are taken into account. The consultant and the members of
the evaluation project team must have independence and not have dependency relationships in
accordance with par. 1 of Article 9, as provided for in par. 2, of Law 4706/2020, as well as have
objectivity according to the exercise of their duties.
Objectivity is defined as the unbiased attitude and mentality, which allows the consultant to operate
independently and not to accept compromises in terms of quality. Objectivity requires that the
consultant's judgment is not influenced by third parties or events.
In the context of ensuring independence and objectivity, the evaluation of the internal control system
cannot be carried out by the same consultant for a third consecutive evaluation.
2.
Proven relevant professional experience and training
This evaluation is performed by persons who have proven relevant professional experience and do
not have dependent relationships in accordance with the provisions of Law 4706/2020.
When selecting the internal control system assessment consultant, issues related to his/her
knowledge and professional experience are taken into account. In particular, the head of the internal
control system assessment project and in any case the person signing the assessment, must have
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 90 of 159
the appropriate professional certifications (depending on the professional standards invoked) as well
as proven relevant experience (such as in assessment projects internal control systems and
corporate governance structures).
The consultant takes all the necessary measures so that during the execution of the project the
persons who participate have appropriate knowledge and experience in terms of the tasks assigned
to them and that appropriate quality assurance systems, sufficient human and material resources and
procedures are used, in order to ensure the continuity, regularity and quality of operation execution.
Additionally, within the deliverables from the consultant is the evaluation results report, which includes
both a summary of the consultant's observations and an analysis of the results, the time of evaluation, the
reporting date of the evaluation and the period covered by the evaluation report, which starts from the day
after the reporting date of the previous assessment.
The summary includes the consultant's conclusion, depending on the Evaluation Standards invoked,
regarding the adequacy and effectiveness of the Internal Control System. It also includes the most
significant findings of the evaluation, the risks and consequences arising from them as well as the
response of the Company's Management, including the relevant action plans with clear and realistic
timetables.
The analytical report includes all the findings of the evaluation with the relevant analyses.
The audit committee, in accordance with the Company's Rules of Operation, and in any case the
Company's Board of Directors, are defined as recipients of the evaluation report. The Company shall
immediately submit to the Hellenic Capital Market Commission, through the Audit Committee, and in any
case within three (3) months from the reporting date of the Evaluation Report, the summary of the Report
and, if required, the entirety thereof.
The annual Corporate Governance Statement includes a relevant reference to the results of the Evaluation
Report.
The Audit Committee may monitor compliance with the agreed project, or authorize the competent
person/body to monitor and comply with the agreed project.
The above key characteristics of the Company's internal control system are common to both the company
and the companies included in the consolidation.
Internal Control System Evaluation as at 31/12/2022 and reporting period of 17.7.2021
– 31.12.2022
The Company, by decision of its Board of Directors, assigned to the company " Grant Thornton SA
Chartered Accountants Management Consultants" the project "Provision of Internal Control System
assessment services", aiming at evaluating the adequacy and effectiveness of the Internal Control System
("ICS") of the Company "LAMPSA HELLENIC HOTELS S.A." and the significant subsidiary of
"KRIEZOTOU TOURISTIKI SINGLE MEMBER S.A." as at 31/12/2022 and reporting period of 17.7.2021
– 31/12/2022, in accordance with the provisions of paragraph i of paragraph 3 and paragraph 4 of Article
14 of Law 4706/2020 and Decision 1/891/30.09.2020 of the Board of Directors of the Hellenic Capital
Market Commission, as effective (the "Regulatory Framework").
This evaluation of the Internal Control System was successfully completed in March 2023 and covered
the following subjects: Control Environment, Risk Management, Control Mechanisms and Controls,
Information and Communication System as well as
Monitoring of the Company's Internal Control System
and its significant subsidiary.
The Conclusion of the Independent Assessor, i.e. Mrs. Athena Moustaki, Chartered Accountant, Registry
Num. SOEL 28871 and Partner of Grant Thornton which is included in the final evaluation report on the
adequacy and effectiveness of the ICS as of 30/03/2023 states that from the conducted operations and
the evidence obtained regarding the assessment of
adequacy and effectiveness of the Company's and
its significant subsidiary's ICS, no weaknesses were identified that could be considered material
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 91 of 159
weaknesses in the Company's and its significant subsidiary's ICS, in accordance with the Regulatory
Framework .
This result is another confirmation that the Company and its significant subsidiary are in constant
compliance with the legislative and regulatory framework that governs the Internal Control System and
adopts best practices aiming at the legal and orderly operation of the Company's and its significant
subsidiary's ICS.
3. Risk Management
The Company by virtue of the no. 2003/2021 decision of the Board of Directors has adopted a Risk
Management Policy and Risk Management Procedure, as effective following their update by the No.
2044/27.11.2023 decision of the Board of Directors of the Company, which are posted on the Company's
website www.lampsa.gr, ensuring the effective management of the risks of its operations, supporting and
safeguarding the internal system as a whole control and financial reporting while the Audit Committee will
supervise the management of the Company's main risks and uncertainties and their regular review. In this
context, it evaluates the methods used by the Company to identify and monitor risks, dealing with the main
ones through the internal control system and the internal control unit as well as their disclosure in the
published financial reporting in a correct way rationally.
The established policies ensure the safe protection, safeguarding of the elements of the information
system from which the financial repotting is prepared, sound handling, agreement of the financial sizes
for the preparation of the financial and accounting statements of every period.
The Company has established and implements an adequate and properly organized Risk Management
System in order to be able to operate more efficiently minimizing the impact of risks on the Company's
operations and finances and, through the Board of Directors, ensures adequate and efficient operation of
Internal Control System aiming, among other things, at identifying and managing the essential risks
associated with its business activity and operation.
The Company adopts and implements a Corporate Governance System, which, among other things,
includes an adequate Risk Management System and a recorded process for identifying and assessing
risks (risk assessment), managing and responding to them (risk response) and monitoring their evolution
(risk monitoring). The effectiveness of the System is based on the will of the Management to structure an
adequate Risk Management System as well as on the commitment and information of the involved
executives and employees and their commitment to the effective operation and implementation of the
aforementioned System.
The main characteristics of the implemented systems in terms of the process of preparing the financial
statements combine:
i) utilization of the existing organizational structure and professional competence of the executives,
ii) implementation of single and modern information systems and observance of procedures that limit the
possibility of accessing and changing information data,
iii) preparing an annual budget, which is monitored during the year through regular reports, for comparison
with the accounting data and identifying any discrepancies.
iv) supervision and control of significant transactions, through the Company's representation system,
v) effective communication between statutory auditor, internal auditor and Audit Committee.
The above key sizes of the Company's risk management system are common to both the company and
the merging companies.
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 92 of 159
4. Statement of Review
The Board of Directors conducts an annual review of the Internal Control System, the corporate strategy
and the main business risks affecting the Company. It is noted that the Board of Directors conducted an
annual review of the Internal Control System, the corporate strategy and the main business risks affecting
the Company for the financial year 01.01.2023 - 31.12.2023.
Results of the evaluation process of the Corporate Governance System (CGS), according to Article
4 of Law 4706/2020
The Board of Directors, within the framework of its obligations under par. 1 of Article 4 of Law 4706/2020
has evaluated the implementation and effectiveness of the Company's Corporate Governance System as
of the reporting date December 31, 2023 and this evaluation did not reveal any material deficiencies.
In the context of the aforementioned evaluation, the Board of Directors of the Company, among others,
has entrusted Grant Thornton SA, a firm of Certified Public Accountants, to evaluate the adequacy and
effectiveness of the Company's Corporate Governance System. This assessment was carried out based
on the assurance procedures program included in the resolution I73/08b/14.02.2024 of the Supervisory
Board of the Board of Statutory Auditors, in accordance with the International Standard on Assurance
Engagements 3000 (Revised), "Assurance Projects Other than an Audit or Review of Historical Financial
Information". The above work performed by the Chartered Accountants did not reveal any material
deficiencies in the Corporate Governance System of the Company.
Part C – Remuneration
The process of determining remunerations must be based on objectivity, transparency and
professionalism and be independent of any conflict of interest.
The level and structure of remunerations must aim at attracting and maintaining management and
employees that add value to the Company with their skills, knowledge and experience. The level of
remunerations must be according to the qualifications and contribution of each employee to the Company.
The BoD must have a clear understanding on the methods used by the Company to remunerate/reward
its employees, especially those employees who possess the right skills to manage the company efficiently.
As far as BoD members are concerned, their remuneration should take into account their duties and
responsibilities, their performance compared to predefined targets, the financial status and the future
prospects of the Company as well as market conditions. In this framework, fixed remuneration will be
combined with extra material benefits and a bonus, all related to the total performance of BoD members.
As far as non-executive members are concerned, their remuneration is proposed to reflect their time spent
on Company affairs and their responsibilities. It is recommended that their remuneration is not directly
related to their performance so as not to discourage any possible objections against management
decisions assuming high business risk.
The remuneration of BoD members is pre-approved by the shareholders’ meeting, based on a proposal
made by the BoD following the above-mentioned framework. Final approval of the remuneration of BoD
members (executive and non-executive) is granted by the General Meeting of the Shareholders according
to the provisions of the law.
In this regard, in order to ensure the above principles and for the purpose of avoiding conflicts of interest,
the Company has in place a Remuneration Committee, which operates as an independent and objective
body, assisting the Board of Directors, with transparency and efficiency,
in the performance of its duties
for issues concerning the remuneration of the Board of Directors, the executives and the employees of
the Company and undertaking the procedures of preparation and review of the Remuneration Policy and
the Remuneration Report of under the provisions of Articles 111-
113, Law 4548/2018.
The Remuneration Committee consists of three (3) members
with a three-year term of office, who are
exclusively non-executive members of the BoD and, by a majority, independent members within the
meaning of the Law, as applicable. The term of office of its members is automatically extended until the
first Regular General Meeting after the end of their term, which may not exceed four (4) years. The
Remuneration Committee is chaired by an independent non-executive member of the BoD.
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 93 of 159
The members of the Remuneration Committee are appointed in their entirety by the Board of Directors
with a decision, which sufficiently justifies the qualifications of the members of the Committee. The same
decision also appoints one of the elected independent members of the Committee as a Deputy Chairman,
while it is possible to appoint alternate members who replace the regular members of the Remuneration
Committee in case of their incapacity.
The members of the Remuneration Committee in their entirety
have sufficient knowledge and experience
in matters regarding remuneration. Participation in the Remuneration Committee is prohibited to the
persons who, at the same time, also hold positions or capacities or who carry out transactions
incompatible with the
Committee’s objective. Participation of a person in the Remuneration Committee
does not exclude his/her participation in another Committee of the Board of Directors, as long as it does
not affect
proper performance of the duties of the person as a member of the Remuneration Committee.
Indicatively, the responsibilities of the Remuneration Committee
include drafting and reviewing the
Remuneration Policy and the Remuneration Report under Articles 111-
113 of Law 4548/2018,
submission of proposals to the BoD
in respect of any issue concerning the remuneration of the latter, the
executives and the employees of the Company, review of payroll and working conditions of the employees
of the Company for the purpose of drafting the Remuneration Policy, regular review of the terms of the
contracts of the BoD members and the executives with the Company,
submission of proposals for the
review, deviation or temporary postponement of the implementation of the Remuneration Policy and, in
general, reviewing every issue that falls within the provisions of Articles 109-
114 of Law 4548/2018.
The composition, the structure, the responsibilities and the way of operation of the Remuneration
Committee of the Company are analytically recorded in the Rules of Operation of the Remuneration
Committee, prepared by the Company, as effective following its update pursuant to the No.
2034/28.04.2024 decision of the Board of Directors of the Company.
Part D
–
Relations with shareholders
1. Communication with shareholders
The Company, by virtue of the decision No. 2000/2021 of the Board of Directors, has established and
implements a Procedure of communication with the shareholders/constructive dialogue with the
stakeholders (stakeholders' engagement process) which is posted on the Company's website
www.lampsa.gr. In the context of its activities and operations, the Company promotes regular
communication with shareholders and stakeholders – the frequency of which results from the type of
relationship with the parties – in order to satisfy their expectations and needs and to respond in a timely
and effectively on the issues concerning them, and assesses communication with each of them as
particularly significant, emphasizing every shareholder and stakeholder separately.
The Company's Board of Directors ensures the existence of a continuous and constructive dialogue with
the Company's shareholders, especially with those who have significant holdings and a long-term
perspective. The Chairman of the Board of Directors ensures that the Board of Directors as a whole has
a satisfactory understanding of the views of the shareholders and ensures effective communication with
shareholders with a view to the fair and equal treatment of these interests and the development of a
constructive dialogue with them, in order to understand their positions. Shareholder participation is
ensured through the provision of adequate and equal access to reporting.
In order to update the information to the Shareholders and in general to communicate with them on a
regular basis, the Company uses its website, taking the appropriate measures for equal access of the
Shareholders to the disclosure of events.
To ensure a constructive dialogue between the Company and the Shareholders, the Company has
procedures and tools (such as a communication platform) in order to meet its information obligations in
accordance with the law.
The Company maintains an active website to publish a description of its corporate governance, its
administrative structure, its ownership status, as well as other useful information for shareholders and
investors.
Furthermore, the information to investors, institutional and private, is carried out by the Company's
Shareholder Service and Corporate Announcements Unit, which is responsible for direct and balanced
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 94 of 159
reporting and service to shareholders, as well as serving them in matters of exercising their rights based
on the law and the Company's Articles of Association.
2. General Meeting of shareholders
The Company's Board of Directors ensures that the preparation and conduct of the General Meeting of
Shareholders facilitate the effective exercise of the rights of shareholders, who must be fully informed of
all matters related to their participation in the General Meeting, including agenda items, as well as their
rights and should facilitate, within the framework of the relevant statutory provisions, the participation of
shareholders in the General Meeting, and in particular minority shareholders, any foreign shareholders
and those who live in isolated areas. More generally, the will of the Company's Board of Directors is to
utilize the General Meeting of Shareholders to facilitate their meaningful and open dialogue with the
Company.
In the framework of transparent communication with shareholders, the President of the BoD, the Managing
Director, internal and external auditors must be available in order to provide all necessary information to
the shareholders. The BoD must follow the principle of equal treatment of all shareholders in relation to
the provision of information.
The Company supports and ensures both the participation of the shareholders in the meetings and the
effective exercise of their rights to the maximum extent possible.
For the maximum and fully informed participation of the shareholders in the General Meeting, the
Company sets up mechanisms for the timely publication of the invitation of the General Meeting, which
includes information at least regarding the date, place, proposed agenda and exact description of the
procedures for the participation and voting of the shareholders. To the extent that shareholders' questions
regarding agenda items are not answered during the meeting, the Company provides a procedure for
submit
ting the relevant answers. Questions are submitted via postal letter/e
-mail to the Shareholder
Services and Corporate Announcements Unit, which promptly forwards them to the Board of Directors for
discussion. In particular, in case of submission of personalized requests and concerns by shareholders,
these requests will be addressed, by the Company, through public responses, which will be communicated
to all shareholders, via the Company's website, within five (5) working days, unless otherwise provided
for in the relevant legislation.
The General Meeting of shareholders convenes at the Company’s headquarters or in the region of another
municipality within the prefecture of the headquarters or another municipality neighboring the
headquarters or in the region of the municipality where the headquarters of the Athens Stock Exchange
is located, in a regular meeting no later than the tenth (10th ) calendar day of the ninth month after the
end of each corporate year. The Board of Directors may call an extraordinary General Meeting whenever
it deemed appropriate, but only upon request of shareholders representing at least 1/20 of the paid-up
share capital, or upon request of the auditors.
The invitation of the General Meeting mentions the building with an exact address, the date and time of
the meeting, the topics on the agenda clearly, the shareholders who have the right to participate, as well
as precise instructions on how the shareholders will be able to participate in the meeting and exercise
their rights in person or by proxy or, possibly, remotely. In addition to the above, the invitation also includes
information on:
a)
the rights of the minority shareholders of article 32 hereof, with reference to the deadline within
which each right can be exercised or alternatively the final date by which these rights can be exercised.
Detailed information about these rights and the conditions for exercising them will be available by explicitly
referencing the invitation to the company's website,
b)
the procedure for exercising the right to vote by proxy and in particular the forms used by the
company for this purpose, as well as the means and methods provided for in the Articles of Association,
according to Article 28 hereof, for the company to ac
cept electronic notifications of appointment and
revocation of representatives,
c)
the procedures for exercising the right to vote by mail or by electronic means, as the case may
be, in accordance with the provisions of Article 28 hereof
d)
determines the date of registration as provided for in Article 28 hereof, noting that only persons
who are shareholders on that date have the right to participate and vote in the general meeting,
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 95 of 159
e)
notifies the place where the full text of the documents and draft decisions, provided for in
paragraph 4 of Article 123 of Law 4548/2018, is available, as well as the way in which they can be obtained
and
f)
states the address of the Company's website where the information of paragraphs 3 and 4 of
Article 123 of Law 4548/2018 is available.
The invitation of the general meeting is published with its registration in the Company's Division in the
G.E.MI. In addition, the full text of the invitation is published within the deadline below and on the
Company's website, and is made public within the same deadline, in a way that ensures rapid and non-
discriminatory access to it, by means deemed reasonable at the discretion of the Board of Directors
reliably, for the effective dissemination of information to the investment public, such as in particular with
printed and electronic media with a national and pan-European scope. The Company may not charge
shareholders a special fee for publicizing the invitation to convene the general meeting in any of the above
ways.
The General Meeting, with the exception of repeat meetings and those similar to them, must be called at
least twenty days before the day of the meeting, including the extraordinary days. The day of publication
of the invitation to the general meeting and the day of this meeting are not counted. In the case of repeated
General Meetings, the above deadlines are cut in half.
The rights of minority shareholders are analysed in Article 32 of the Company's Articles of Association.
PART E -
Information in accordance with the provision of Article 152 par. 1 d of Law 4548/2018
regarding public acquisition offers.
It is to be noted that, in accordance with Article 152 par. 1 para. d of Law 4548/2018, information required
in cases c, d, f, h and i of par. 1 of Article 10 of the 2004 Directive /25/EC of the European Parliament and
of the Council, of April 21, 2004, regarding public takeover bids, all these elements are found in the
Explanatory Report of the Board of Directors (According to Article 4 par. 7 and 8 of Law 3556/ 2007), of
the Annual Management Report of the Board of Directors.
PART F –
Sustainable Development Policy
The Company operates based on the values of responsibility, integrity, transparency and efficiency, while
it has integrated the principles of Sustainable Development into its business activities. As part of its
responsible operation, it adopts and implements a Sustainable Development Policy, through which it
expresses its commitment to people, society and the environment.
As transparency in governance, meeting the needs of customers and their satisfaction, care for
employees, respect and protection of the environment and harmonious coexistence with society are
priorities for the Company, it plans and implements programs and actions, focusing on these areas.
FINANCIAL PERFORMANCE & CORPORATE GOVERNANCE
The Company aims to achieve valid financial results, following the legislative framework established for
corporate governance, assesses and deals with business risks ensuring its continuous and orderly
operation.
The Company complies with all relevant laws aiming to conduct its activities with absolute transparency
and integrity recognizing the existing obligations, both ethical and regulatory.
The Company's priority is the achievement of strategic goals that include proper competitiveness and
corporate performance, exclusively through legal behavior. Based on the above, the Company does not
encourage and does not tolerate illegal or unethical business activities.
The responsible operation concerns the impact of the Company's activities on the environment and the
wider society. It is measured based on specific non-financial indicators related to the environment, society
and governance (Environmental, Social, Governance "ESG").
In this context, the Company prepares an annual Sustainable Development Report (ESG), based on
international standards, which includes the actions it implements, the performance monitoring indicators
in the areas of Sustainable Development, as well as the relevant target setting. These publications,
regarding the management and performance of the Company in matters of Sustainable Development
(ESG) are available to shareholders and stakeholders.
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 96 of 159
The Company, in addition to the annual Sustainability Report, may choose to publish its performance
through its financial reports, incorporating references to material ESG issues.
RELATIONS WITH CUSTOMERS AND SUPPLIERS
The Company has adopted a customer-centric approach seeking the optimal satisfaction of its customers
and visitors and offering a wide range of services and high quality products.
In addition, the Company aims to create added value for its customers while improving its position in the
constantly evolving business environment.
In addition, the Company expects the commitment of its suppliers and partners regarding their correct and
responsible business behavior.
HUMAN RESOURCES
The primary objective of the Company is to protect human rights, as well as to provide a healthy and safe
working environment. The Company respects and supports internationally recognized human rights,
establishing policies of fair remuneration, meritocracy and equal opportunities, without any discrimination
for all its human resources. At the same time, the Company takes care of the development of the staff
and members of the board of directors according to with the Company's training policy.
The Company does not tolerate any discrimination in matters of race, gender, religion, age, nationality,
social origin, disability, beliefs, sexual orientation or political opinion. These principles apply to the
recruitment of new employees, to all employees employed by the Company with any employment contract,
as well as to the professional development of the Company's people. The only employment decision
factors are performance, experience, personality, efficiency, skills and qualifications.
The Company and its subsidiaries are opposed to any form of forced labor. All work performed by the
Company must be voluntary and defined by applicable law.
The Company continuously promotes the health and safety of employees, partners, customers and
visitors, in all its operations. The Company strictly complies with effective legislation and fully implements
all appropriate standards and relevant health and safety guidelines and procedures.
The Company has adopted by virtue of the Board of Directors' Resolution 2003/2021 a Code of Business
Ethics and Conduct of the Company, which defines the fundamental principles, rules and values that form
the framework of corporate activities and which, together with the corporate governance rules and the
policies applied, define the framework of the Company's business operations. Furthermore, the Company,
by Board Resolution 2034/28.04.2023, appointed a Reporting and Monitoring Officer (RMO), in
accordance with the provisions of Law 4990/2022, while it also adopted a Whistleblowing Management
Policy & Procedure and updated the Company's Operating Regulations accordingly.
ENVIRONMENT
Environmental management is subject to the Company's priorities by applying the principle of prevention
and implementing systematic actions in order to minimize its environmental footprint as much as possible.
The operation of the Company and its subsidiaries ensure the optimal management of natural resources,
the promotion of an ecological culture among its personnel, in compliance with the effective national and
community environmental legislation, as well as with the specific environmental conditions of operation of
each unit. The Company operates with absolute transparency and participates in an open dialogue on
environmental issues with all interested parties.
LOCAL COMMUNITY
The Company actively and responsibly participates in matters concerning the local community. It plans
and implements actions aimed at eliminating social problems such as issues of work, education
development, health, environment and culture.
At the same time, the Company encourages both its human resources and its partners to participate in
voluntary activities and
undertake the initiatives facilitating the Sustainable Development of the local
community.
Athens, April 29, 2024
The President of the BoD
CLOE MARIA LASKARIDI
I.D. No
ΑΜ
632086
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 97 of 159
D
. Annual Financial Statements
The accompanying financial statements were approved by the Board of Directors of “LAMPSA HELLENIC
HOTELS S.A.” on April 29, 2024, and have been published on the Company’s website
as
well as on the Athens Exchange’s website, where they will remain at the investing public’s disposal for at
least 5 (five) years from the date of publication.
The financial statements of consolidated non-listed subsidiaries of LAMPSA Group are published on the
website
.
Amounts in thousand Euro, unless otherwise mentioned
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 98 of 159
Statement of Financial Position
CONSOLIDATED
CORPORATE
Amounts in thousands €
Note
31.12.2023
31.12.2022
31.12.2023
31.12.2022
ASSETS
Non-Current Assets
Property, plant and equipment
5.2
102.809
104.852
Intangible Assets
5.3
232
310
Investments in Subsidiaries
5.4
34.892
42.555
Financial assets at fair value through other
comprehensive income
5.5
14.196
13.618
Other long-term receivables
5.6
66
93
Deferred tax assets
5.14
4.952
6.225
Total
157.148
167.653
Current Assets
Inventory
5.7
1.315
1.225
Trade and other receivables
5.8
1.729
4.242
Other Receivables
5.8
7.824
2.149
Cash and cash available
5.9
25.007
31.605
Total
35.875
39.221
Total Assets
193.024
206.874
EQUITY AND LIABILITIES
Equity
5.10
Share Capital
23.928
23.928
Share Premium
28.600
38.641
Reserves
5.068
3.577
Treasury Shares
(2.550 )
(2.550 )
-
-
Retained Earnings
30.341
26.911
Equity attributable to owners of the
parent
87.937
93.057
Non-controlling interest
Total Equity
87.937
93.057
Long-term
liabilities
Employee termination benefits obligations
5.11
1.468
1.209
Long-term Debt
5.12
78.881
82.299
Long-term Lease Liabilities
5.13
107
176
Deferred Tax Obligations
5.14
-
-
Long-term contractual Liabilities
5.18
1.515
1.469
Other Provisions
5.15
71
71
Total
82.042
85.225
Short
-
term Liabilities
Suppliers and other liabilities
5.16
5.205
3.685
Income tax payable
5.17
3.847
6.339
Short-term debt
5.12
900
900
Short-term portion of bond and bank loans
5.12
6.900
8.900
Short-term Lease Liabilities
5.13
104
77
Other
liabilities
5.18
5.960
6.137
Short-term contractual obligation
5.18
128
2.554
Total
23.044
28.592
Total liabilities
105.086
113.817
Total Equity and Liabilities
193.024
206.874
Potentially arising differences are due to rounding.
The accompanying notes form an integral part of the
annual financial report.
Amounts in thousand Euro, unless otherwise mentioned
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 99 of 159
Statement of Comprehensive Income
CONSOLIDATED
CORPORATE
Amounts in thousands €
Note
1.1-
31.12.2023
1.1-
31.12.2022
1.1-
31.12.2023
1.1-
31.12.2022
Sales
5.19
77.292
66.120
Cost of Sales
5.19
(65.338 )
(56.077 )
(41.343)
(36.782)
Gross Profit
35.949
29.338
Distribution Expenses
5.19
(5.865 )
(4.796 )
(3.830)
(3.189)
Administrative Expenses
5.19
(17.624 )
(13.789 )
(13.113)
(10.139)
Other Income
5.19
1.240
1.176
Other expenses
5.19
(1.464 )
(1.623 )
(1.137)
(132)
Operating Profit
19.109
17.054
Financial expenses
5.20
(6.447 )
(6.122 )
(4.937)
(4.777)
Financial income
5.20
4.004
99
Other financial results
5.20
(184 )
(182 )
(140)
(192)
Results (Losses) / from reverse of investments
valuation
-
2.040
Profit / (Loss) before Tax
18.036
14.224
Income Tax
5.21
(6.358 )
(3.558 )
(4.999)
(3.399)
Net Profit
/ (Loss) for the period
from
continuing operations
13.037
10.825
Net Profit
/ (Loss) for the period
from
discontinued
operations
13.535
Profit for the period after tax
13.037
24.359
Other Comprehensive Income reclassified
into Income Statement for Subsequent
Periods
Profit /(Loss) from financial instruments at fair
value through other comprehensive income
699
91
Tax effect on the measurement reserve of
financial instruments at fair value through other
comprehensive income
(154 )
(20 )
(154)
(20)
Other Comprehensive Income not
reclassified into Income Statement for
Subsequent Periods
Actuarial results reserves
(117 )
(147)
53
Effect of tax on actuarial results reserves
(7 )
32
(12)
Other comprehensive income for the period
after tax
430
113
Total Comprehensive Income for the Period
13.467
24.472
Profit for the period allocated to:
Owners of the parent
13.037
24.359
Net Profit / (Loss) for the period from
continuing operations
13.037
10.825
Profit / (Loss) for the period from discontinued
operations
-
13.535
Non-controlling Interests
-
-
13.037
24.359
Total Comprehensive Income for the Period
allocated to:
Owners of the parent
13.467
24.472
Total Comprehensive Income for the Period
from continuing operations
13.467
10.937
Total Comprehensive Income for the Period
from non-continuing operations
-
13.535
Non-controlling Interests
-
-
13.467
24.472
Amounts in thousand Euro, unless otherwise mentioned
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 100 of 159
Earnings per share allocated to
owners of the parent
CONSOLIDATED
CORPORATE
1.1-
31.12.2023
1.1-
31.12.2022
1.1-
31.12.2023
1.1-
31.12.2022
Basic in €
5.22
0,6102
1,1402
Earnings per share
from continuing
operations
0,6102
0,5067
Earnings per share
from discontinued
operations
0,0000
0,6335
CONSOLIDATED
CORPORATE
1.1-
31.12.2023
1.1-
31.12.2022
1.1-
31.12.2023
1.1-
31.12.2022
EBIT from continuing operations
19.109
17.054
EBIT from non-continuing operations
-
1.250
EBITDA
from continuing operations
24.438
22.099
EBITDA from discontinued operations
-
2.523
Potentially arising differences are due to rounding.
The accompanying notes form an integral part of the
annual financial report.
Amounts in thousand Euro, unless otherwise mentioned
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 101 of 159
Statement of Changes in Equity
THE GROUP
Equity allocated to owners of LAMPSA
Amounts in thousands €
Share
Capital
Share
Premium
Other
Reserves
Treasury
Shares
Retained
earnings
Total
Non-
controlling
interests
Total
Revised Balance as at
1
January
2022
(3.631 )
Total Comprehensive Income for FY 2022
Total Comprehensive Income for the Period from discontinued
operations
Transfers
(2.299 )
Equity
B
alance as at 31 December 202
2
(2.550 )
Balance as at 1
January
2023
(2.550 )
Change due to change in ownership interest in subsidiary
Transactions attributable to owners
Distribution of profit for FY 2022
(8.546 )
(8.546 )
(8.546 )
Return of share capital to the Company's shareholders
(10.041 )
(10.041 )
(10.041 )
Capitalization of share premium
(10.041 )
Total Comprehensive Income for FY 2023
Establishment of Legal Reserve
(652 )
(0 )
(0 )
Transfers
(1.853 )
(119 )
(119 )
Equity Balance as at 31 December 2023
(2.550 )
Potentially arising differences are due to rounding.
The accompanying notes form an integral part of the annual financial report.
Amounts in thousand Euro, unless otherwise mentioned
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 102 of 159
The Company
THE COMPANY
Amounts in thousands €
Share
Capital
Share
Premium
Other Reserves
Retained earnings
Total
Revised Balance as at 1 January 2022
23.928
38.641
2.246
3.770
68.585
Total Comprehensive Income for
FY 2022
113
10.825
10.937
Total Comprehensive Income for the Period from discontinued operations
13.535
13.535
Transfers
1.218
(1.218)
-
Equity
B
alance as at 31 December 202
2
23.928
38.641
3.577
26.911
93.057
Balances as at 1
January
2023
23.928
38.641
3.577
26.911
93.057
Distribution of profit for FY 2022
(8.546)
(8.546)
Return of share capital to the Company's shareholders
(10.041)
(10.041)
Total Comprehensive Income for FY 2023
430
13.037
13.467
Establishment of Legal Reserve
652
(652)
-
Transfers
409
(409)
-
Equity Balance as at 31 December 2023
23.928
28.600
5.068
30.341
87.937
Potentially arising differences are due to rounding.
The accompanying notes form an integral part of the annual financial report
Amounts in thousand Euro, unless otherwise mentioned
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 103 of 159
Statement of Cash Flows
THE GROUP
THE COMPANY
Amounts in thousands €
01.01-
31.12.2023
01.01-
31.12.2022
01.01-
31.12.2023
01.01-
31.12.2022
Operating activities
Profit / (Loss) before tax from continuing operations
18.035
14.224
Profit / (Loss) before tax from non
-
continuing operations
-
16.740
Plus / less adjustments for:
Depreciation
5.330
5.045
Profit / (Loss) from disposal of assets – impairment
(12 )
(12)
-
Provisions/ (Revenues from unused provisions of previous years)
343
246
Impairment losses /(Profit from reversal of impairment)
-
(2.040)
Foreign exchange differences
140
192
Credit interest and similar income
(4.120 )
(114 )
(4.004)
(99)
Debit interest and similar expenses
4.937
4.777
Plus/ less adjustments for non-continuing operations:
(64 )
-
(14.407)
Operating profit prior to changes in working capital
24.769
24.679
Plus/ less adjustments for changes in working capital accounts or accounts
related to operating activities
Decrease / (increase) in inventories
(199 )
(314 )
(90)
(83)
Decrease / (increase) in receivables
(3.596 )
5.599
(3.633)
(Decrease) / increase in liabilities (except for banks)
475
7.242
Less:
Interest expense and related expenses paid
(6.311 )
(4.642 )
(5.228)
(3.673)
Taxes paid
(9.118 )
(409 )
(8.518)
-
Inflows / (outflows) from discontinued operations
(7.139 )
-
(7.139)
Total inflows / (outflows) from operating activities (a)
17.007
17.392
Investing Activities
Acquisition
of tangible and intangible assets
(6.745 )
(3.635 )
(4.507)
(1.901)
Acquisition of financial instruments
(13.541 )
-
(13.541)
Disposals of tangible fixed assets
23
-
Income from reduction of share capital of a subsidiary
9.028
-
Loans to related parties
(3.561 )
(3.561)
-
Share capital increase in subsidiary/amounts intended for SCI in subsidiary
(1.365)
(650)
Interest receivable
819
-
Total inflows / (outflows) from investing (b) continuing operations
(9.342 )
(17.162 )
438
(16.092)
Total inflows / (outflows) from investing (b) discontinued
operations
42.502
Total inflows / (outflows) from investing activities (b)
(9.342 )
438
26.410
Financing activities
-
-
Payments from return of share capital to the Company's shareholders
(10.041 )
(10.041)
-
Income from loans issued/drawn
73.683
-
Sales / (Purchases) of treasury shares
(202 )
-
-
Dividends paid to shareholders of the parent company
(8.542 )
(8.542)
-
Loan repayments
(80.300 )
(15.481 )
(79.100)
(12.400)
Repayments of finance lease liabilities (amortization)
(461 )
(38 )
(42)
215
Total inflows / (outflows) from financing (c) continuing operations
(25.863 )
(15.519 )
(24.043)
(12.185)
Total inflows / (outflows) from financing (c) discontinued
operations
(20.198 )
-
(20.198)
Total inflows / (outflows) from financing activities (c )
(25.863 )
(35.717 )
(24.043)
(32.383)
Net increase / (decrease) in cash and cash equivalents (a)+(b)+(c )
(9.825 )
(6.599)
11.419
Cash and Cash equivalents at beginning of the period
31.605
20.186
Cash and cash equivalents at end of period
25.007
31.605
Potentially arising differences are due to rounding.
The accompanying notes form an integral part of the
annual financial report.
Amounts in thousand Euro, unless otherwise mentioned
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 104 of 159
Notes to the Financial Statements
1.
General information
LAMPSA Group has fully adopted all the International Financial Reporting Standards and their Interpretations
adopted by the European Union mandatory applicable for the preparation of the current FY separate and
consolidated financial statements.
The parent company of the Group is "LAMPSA HELLENIC HOTELS S.A. based in Athens , Vasileos Georgiou
REG 6015/06/V/86/135 and GSC Reg. No. 223101000 and it
s term of duration is set at one hundred (100)
years, which began from the publication in the Government Gazette of the Royal Decree approving its Articles
of
Association. The company has been operating continuously since its foundation, over ninety-nine (99)
consecutive years. The General Meeting of Shareholders as of 19/06/2015, decided
to extend the duration
of the company for fifty (50) years, with the corresponding amendment of Article 4 of its Articles of
Association.
The parent company’s objective is acquisition, construction and operation of hotels in Athens and elsewhere
in Greece
water, resorts, public entertainment, clubs, etc.
The Company website is
.
The shares of the Group have been listed on the Athens Stock Exchange since 1946.
The annual financial statements were approved for issue by the Company Board of Directors on April 29,
2024.
The company LAMPSA and Starwood Hotels and Resorts Worldwide Inc, signed an agreement on
management and hotel operation in December 2001. According to the agreement, Starwood, agreed to
provide management and operation services to the hotel «Grande Bretagne». The term of the Management
Agreement is initially of twenty five (25) years, with option to extend for another 25 years. Both companies
have limited rights to terminate the agreement without reason. In 2013, the agreement was extended in order
to include the management of the King George Hotel as well.
Management agreement
was also signed with Starwood Hotels & Resorts Worldwide Inc. and Touristika
Theretra S.A., the owner of «Sheraton Rhodes Resort» Hotel. The agreement concerns the assumption of
operational management of the hotel (operating services agreement).
It is to be noted that in 2016, the company Starwood Hotels & Resorts Worldwide Inc. was acquired by
Marriott International Inc., and, therefore, Marriott International Inc. manages all three hotels.
The Hyatt Regency Belgrade hotel is managed by the international Hyatt hotel group. Chicago-based Hyatt
Hotels Corporation is a leading global company operating 20 top brands. At the end of 2020, the Company's
portfolio included over 975 hotel accommodations, all inclusive and wellness resorts in 69 countries on six
continents. The Company 's subsidiaries operate, manage, use franchises, own, lease, develop, license or
provide services to hotels, resorts, branded residences and holiday properties, including Park Hyatt®,
Miraval®, Grand Hyatt®, Alila® , Andaz®, The Unbound Collection by Hyatt®, Destination by Hyatt®, Hyatt
Regency®, Hyatt®, Hyatt Ziva ™, Hyatt Zilara ™
, Thompson Hotels®, Hyatt Centric®, Caption by Hyatt, JdV
by Hyatt®, Hyatt House ®, Hyatt Place®, tommie ™, UrCove, and Hyatt Residence Club®, and run the World
of Hyatt® loyalty program that provides unique benefits and exclusive experiences to its distinguished
members.
Excelsior Belgrade
Hotel. Orbis Hotel Group, a subsidiary of the French AccorHotels and the manager of its Hotels in Eastern
Europe, launched its presence in Serbia with the opening of the Mercure Belgrade Excelsior in September
2017, which will be managed by Orbis Hotel Group under a contract with the owner and investor
LAMPSA
SA. Upon joining the internationally renowned Mercure chain, it was directly connected to AccorHotels'
worldwide sales and marketing network.
Since December 2018,
LAMPSA SA holds the long
-term lease of the historic hotel Athens Capital, owned
by the AUXILIARY FUND OF FORMER EMPLOYEES OF THE AGRICULTURAL BANK OF GREECE
("ATPPEATE"). Under this lease, the company entered into an agreement with the international hotel group
Accor Hotels, to take over the management of the hotel, under the brand name MGallery. The contract is for
25 years and includes a basic fee for revenue management and a fee for achieving objectives. Accor Hotels
is a Hotel Group, offering unique experiences through over 4,500 hotels, resorts and residences in 100
different countries. With a portfolio of internationally renowned hotels it covers the entire range of visitors, for
more than 50 years.
Amounts in thousand Euro, unless otherwise mentioned
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 105 of 159
2.
Framework for preparation of financial statements
The
consolidated and separate financial statements of LAMPSA S.A. have been prepared in accordance
with the International Financial Reporting Standards (hereinafter IFRS). The financial statements have been
prepared based on historic cost principal as amended following the adjustment of certain assets and liabilities
at fair values and the going concern principle and are in accordance with the IFRSs, as issued by the
International Accounting Standards Board (IASB) and according to their interpretations, which have been
published by the International Financial Reporting Interpretations Committee (IFRIC) of IASB.
The financial statements of the Parent Company and its subsidiaries have been prepared on a going concern
basis, as the Group's management assesses that there will be sufficient liquidity to ensure the Group's ability
to continue as going concern.
The significant accounting policies based on which the financial statements have been prepared are
consistent with those used under the preparation of the financial statements for the financial year 01.01.2022-
31.12.2022, except for the new or revised accounting standards and interpretations referred to in note 2.2 to
the Financial Statements that are applicable to the Group.
The preparation of financial statements according to IFRSs requires use of accounting estimates. It also
requires management judgement under the application of the Group’s accounting principles. The cases
involving a higher degree of judgment or complexity, or the cases where assumptions and estimates are
significant to the consolidated financial statements are recorded in Note
2.2.
2.1.
Changes
to Accounting Policies
The significant accounting policies and calculations based on which the consolidated financial statements
have been prepared are consistent with those used under the preparation of the annual consolidated financial
statements for the year ended December 31, 2023 and have been consistently applied for all the years
presented.
2.2.
Changes
to Accounting Policies –
New
Standards and Interpretations
The accounting policies based on which the Financial Statements were drafted are in accordance with those
used under the preparation of financial statements for
FY 2022, adjusted to the new Standards and revisions
imposed by IFRS effective for fiscal years starting as at January 1st, 202
3.
2.2.1
New Standards, Interpretations, Revisions and Amendments to existing Standards that
are effective and have been adopted by the European Union
The following new Standards, Interpretations and amendments of IFRSs have been issued by the
International Accounting Standards Board (IASB), are adopted by the European Union, and their application
is mandatory from or after 01/01/2023.
•
IFRS 17 “Insurance Contracts” (effective for annual periods starting on or after 01/01/2023)
In May 2017, the IASB issued a new Standard, IFRS 17, which replaces an interim Standard, IFRS 4. The
aim of the project was to provide a single principle-based standard to account for all types of insurance
contracts, including reinsurance contracts that an insurer holds. A single principle-based standard would
enhance comparability of financial reporting among entities, jurisdictions and capital markets. IFRS 17 sets
out the requirements that an entity should apply in reporting information about insurance contracts it issues
and reinsurance contracts it holds. Furthermore, in June 2020, the IASB issued amendments, which do not
affect the fundamental principles introduced when IFRS 17 has first been issued. The amendments are
designed to reduce costs by simplifying some requirements in the Standard, make financial performance
easier to explain, as well as ease transition by deferring the effective date of the Standard to 2023 and by
providing additional relief to reduce the effort required when applying the Standard for the first time. The
amendments do not affect the consolidated and separate Financial Statements. The above have been
adopted by the European Union with effective date of 01/01/2023.
•
Amendments to IAS 1 “Presentation of Financial Statements” (effective for annual periods
starting on or after 01/01/2023)
In February 2021, the IASB issued narrow-scope amendments that pertain to accounting policy disclosures.
The objective of these amendments is to improve accounting policy disclosures so that they provide more
useful information to investors and other primary users of the financial statements. More specifically,
companies are required to disclose their material accounting policy information rather than their significant
accounting policies. The Group has assessed and amended the disclosure of accounting policies in
Amounts in thousand Euro, unless otherwise mentioned
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 106 of 159
accordance with IAS 1 guidelines. The above have been adopted by the European Union with effective date
of 01/01/2023.
•
Amendments to IAS 8 “Accounting Policies, Changes in Accounting Estimates and Errors:
Definition of Accounting Estimates” (effective for annual periods starting on or after 01/01/2023)
In February 2021, the IASB issued narrow-scope amendments that they clarify how companies should
distinguish changes in accounting policies from changes in accounting estimates. That distinction is important
because changes in accounting estimates are applied prospectively only to future transactions and other
future events, but changes in accounting policies are generally also applied retrospectively to past
transactions and other past events. The amendments do not affect the consolidated and separate Financial
Statements. The above have been adopted by the European Union with effective date of 01/01/2023.
•
Amendments to IAS 12 “Income Taxes: Deferred Tax related to Assets and Liabilities arising from
a
Single Transaction” (effective for annual periods starting on or after 01/01/2023)
In May 2021, the IASB issued targeted amendments to IAS 12 to specify how companies should account for
deferred tax on transactions such as leases and decommissioning obligations – transactions for which
companies recognise both an asset and a liability. In specified circumstances, companies are exempt from
recognising deferred tax when they recognise assets or liabilities for the first time. The amendments clarify
that the exemption does not apply and that companies are required to recognise deferred tax on such
transactions. The amendments do not affect the consolidated Financial Statements of the Group and are not
expected to significantly affect the future changes of such kind should they arise. The above have been
adopted by the European Union with effective date of 01/01/2023.
•
Amendments to IFRS 17 “Insurance contracts: Initial Application of IFRS 17 and IFRS 9
–
Comparative Information” (effective for annual periods starting on or after 01/01/2023)
In December 2021, the IASB issued a narrow-scope amendment to the transition requirements in IFRS 17
to address an important issue related to temporary accounting mismatches between insurance contract
liabilities and financial assets in the comparative information presented when applying IFRS 17 “Insurance
Contracts” and IFRS 9 “Financial Instruments” for the first time.
The amendment aims to improve the
usefulness of comparative information for the users of the financial statements. The amendments do not
affect the consolidated and separate Financial Statements. The above have been adopted by the European
Union with effective date of 01/01/2023.
•
Amendments to IAS 12 “Income taxes”: International Tax Reform
–
Pillar Two Model Rules
(effective immediately and for annual periods starting on or after 01/01/2023)
In May 2023, the International Accounting Standards Board (IASB) issued amendments to IAS 12 “Income
Taxes”: International Tax Reform—Pillar Two Model Rules. The amendments introduced a) a temporary
exception to the requirements to recognise and disclose information about deferred tax assets and liabilities
related to Pillar Two income taxes and b) targeted disclosure requirements for affected entities. Companies
may apply the temporary exception immediately, but disclosure requirements are required for annual periods
commencing on or after 1 January 2023
. The amendments do not affect the consolidated and separate
Financial Statements. The above have been adopted by the European Union with effective date of
01/01/2023.
2.2.2
New Standards, Interpretations, Revisions and Amendments to existing Standards
that have not been applied yet or have not been adopted by the European Union
The following new Standards, Interpretations and amendments of IFRSs have been issued by the
International Accounting Standards Board (IASB), but their application has not started yet or they have not
been adopted by the European Union.
•
Amendments to IFRS 16 “Leases: Lease Liability in a Sale and Leaseback” (effective for annual
periods starting on or after 01/01/2024)
In September 2022, the IASB issued narrow-scope amendments to IFRS 16 “Leases” which add to
requirements explaining how a company accounts for a sale and leaseback after the date of the transaction.
A sale and leaseback is a transaction for which a company sells an asset and leases that same asset back
for a period of time from the new owner. IFRS 16 includes requirements on how to account for a sale and
leaseback at the date the transaction takes place. However, IFRS 16 had not specified how to measure the
transaction when reporting after that date. The issued amendments add to the sale and leaseback
requirements in IFRS 16, thereby supporting the consistent application of the Accounting Standard. These
amendments will not change the accounting for leases other than those arising in a sale and leaseback
Amounts in thousand Euro, unless otherwise mentioned
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 107 of 159
transaction. The Group will examine the impact of the above on its Financial Statements, though it is not
expected to have any. The above have been adopted by the European Union with effective date of
01/01/2024.
•
Amendments to IAS 1 “Classification of Liabilities as Current or Non
-
current” (effective for annual
periods starting on or after 01/01/2024)
In January 2020, the IASB issued amendments to IAS 1 that affect requirements for the presentation of
liabilities. Specifically, they clarify one of the criteria for classifying a liability as non-current, the requirement
for an entity to have the right to defer settlement of the liability for at least 12 months after the reporting
period. The amendments include: (a) specifying that an entity’s right to defer settlement must exist at the end
of the reporting period; (b) clarifying that classification is unaffected by management’s intentions or
expectations about whether the entity will exercise its right to defer settlement; (c) clarifying how lending
conditions affect classification; and (d) clarifying requirements for classifying liabilities an entity will or may
settle by issuing its own equity instruments. Furthermore, in July 2020, the IASB issued an amendment to
defer by one year the effective date of the initially issued amendment to IAS 1, in response to the Covid-19
pandemic. However, in October 2022, the IASB issued an additional amendment that aim to improve the
information companies provide about long-term debt with covenants. IAS 1 requires a company to classify
debt as non-current only if the company can avoid settling the debt in the 12 months after the reporting date.
However, a company’s ability to do so is often subject to complying with covenants. The amendments to IAS
1 specify that covenants to be complied with after the reporting date do not affect the classification of debt
as current or non-current at the reporting date. Instead, the amendments require a company to disclose
information about these covenants in the notes to the financial statements. The amendments are effective
for annual reporting periods beginning on or after 1 January 2
024, with early adoption permitted. The Group
will examine the impact of the above on its Financial Statements, though it is not expected to have any. The
above have been adopted by the European Union with effective date of 01/01/2024.
•
Amendments to IAS 7 “Statement of Cash Flows” and IFRS 7 “Financial Instruments:
Disclosures”: Supplier Finance Arrangements (effective for annual periods starting on or after
01/01/2024)
In May 2023, the International Accounting Standards Board (IASB) issued Supplier Finance Arrangements,
which amended IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures. The IASB
issued Supplier Finance Arrangements to require an entity to provide additional disclosures about its supplier
finance arrangements. The amendments require additional disclosures that complement the existing
disclosures in these two standards. They require entities to provide users of financial statements with
information that enable them a) to assess how supplier finance arrangements affect an entity’s liabilities and
cash flows and to understand the effect of supplier finance arrangements on an entity’s exposure to liquidity
risk and how the entity might be affected if the arrangements were no longer available to it. The amendments
to IAS 7 and IFRS 7 are effective for accounting periods on or after 1 January 2024. The Group
will examine
the impact of the above on its Financial Statements, though it is not expected to have any. The above have
not been adopted by the European Union.
•
Amendments to IAS 21 “The Effects of Changes in Foreign Exchange Rates: Lack of
Exchangeability (effective for annual periods starting on or after 01/01/2025)
In August 2023, the International Accounting Standards Board (IASB) issued amendments to IAS 21 The
Effects of Changes in Foreign Exchange Rates that require entities to provide more useful information in their
financial statements when a currency cannot be exchanged into another currency.
The amendments
introduce a definition of currency exchangeability and the process by which an entity should assess this
exchangeability. In addition, the amendments provide guidance on how an entity should estimate a spot
exchange rate in cases where a currency is not exchangeable and require additional disclosures in cases
where an entity has estimated a spot exchange rate due to a lack of exchangeability.
The amendments to
IAS 21 are effective for accounting periods on
or after 1 January 2025
. The Group will examine the impact
of the above on its Financial Statements, though it is not expected to have any. The above have not been
adopted by the European Union.
2.3.
Significant accounting judgments, estimates and assumptions
The preparation of financial statements in accordance with International Financial Reporting Standards
(IFRS) requires management to make judgments, estimates and assumptions that affect the publicized
assets and liabilities at the financial statements preparation date.
They also affect the disclosures of
contingent assets and liabilities at the financial statements preparation date and the publicized amounts of
revenues and expenses for the period. Actual results may differ from these estimates. Estimates and
judgments are based on historical experience and other factors, including expectations of future events that
Amounts in thousand Euro, unless otherwise mentioned
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 108 of 159
are considered reasonable under specific circumstances and are constantly re-assessed using all the
available information.
Judgements
The key judgments made by the Management of the Group (other than judgments associated with estimates
presented below) and that have the most significant effect on the amounts recognized in the financial
statements mainly relate to:
-
Estimate of goodwill impairment
-
Estimate of privately owned hotels of the Company & the Group and the Group’s right-of-
use hotels
-
Estimate of subsidiaries impairment
-
Provisions
-
Classification of investments.
-
Recoverability of receivables.
-
Impairment of inventory.
-
Income tax
Assumptions and estimates
Specific amounts included or affecting the financial statements along with relevant disclosures are estimated
assuming values or conditions which cannot be known with certainty at the time the financial statements are
issued. An accounting estimate is considered significant when it is important for the image the financial
position of the company and fiscal year results and requires management's most difficult, subjective or
complex judgments, often as a result of the need to make estimates regarding the effect of matters that are
uncertain. The Group evaluates these estimates on constant basis, based on past years and experience, by
meeting experts, using trends and other methods considered rational under the specific circumstances along
with the projections for future changes. The accounting policies, which have been chosen from acceptable
alternative policies, are recorded in unit 3 “Summary of accounting policies”.
It is to be noted
that although these estimates are based on Management's best knowledge of current events
and actions, the actual results are likely to differ from those estimated.
•
Estimate of impairment
The Group annually tests goodwill for impairment and examines events or conditions that make impairment
of privately owned and right-of-use hotels and the Parent’s investments in subsidiaries possible; such as, for
example, a significant negative change in the business climate or a decision for the sale or disposal of a unit
or an operating segment. The determination of impairment requires calculation of the recoverable amount of
the corresponding unit, which is evaluated by using the method of discounted cash flows.
The recoverable amounts of CGUs are determined based on calculations of value in use. These calculations
require the use of estimates.
If this analysis indicates a need for impairment, measurement of impairment requires a fair value estimate
for every identifiable tangible or intangible asset. In that case, the cash flows approach is used, as mentioned
above, by independent valuators, where deemed appropriate.
Moreover, other identifiable intangible assets with defined useful lives and subject to amortization are
annually tested for impairment by comparing the carrying amount to the sum of the undiscounted cash flows
expected to be generated by the asset.
On 31/12/2020
in the context of the special conditions created in the course of the Covid-19 pandemic, the
Management of the Group carried out an impairment test of the participation cost in its subsidiaries. The
impairment test disclosed an impairment of a total amount of € 2,040 k regarding
the participation in the
subsidiary KRIEZOTOU
SA.
On 12/31/2022, given that the segment operations have returned to normal,
the Management reassessed the recoverable amount of its participating interest and as a result the
aforementioned impairment was fully reversed in the current year. The recovery of the value was based on
the value in use method and was determined based on the Discounted Free Cash Flow estimation model
and the 5-year business plan of the cash flow generating unit was used for its calculation.
Amounts in thousand Euro, unless otherwise mentioned
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 109 of 159
The management evaluated the existence of further indications of impairment as well as the change in key
assumptions such as discount rate and the course of the Group’s operations in relation to the budgets and
concluded that there are no further indications in order to conduct an analytical
impairment test.
On 31.12.2022 and 31.12.2023 there is no goodwill in the Group as it was derecognised following the
disposal of Sheraton Rhodes hotel. Further information is provided in Note 5.5.
•
Income tax
Current and deferred tax are calculated on the basis of the financial statements of every company included
in the consolidated financial statements, in accordance with the tax legislation effective in Greece or other
tax frameworks within which the foreign
subsidiaries operate. Income tax is calculated based on every
company’s profits, additional income taxes arising from tax inspections of
tax authorities and from deferred
income taxes based on the institutionalized tax rates.
•
Provisions
Doubtful accounts are reported at the amounts that may be recovered. Estimates of the amounts expected
to be recovered arise following the analysis as well as from the experience of the Group regarding the
possibility of doubtful
receivables of the customers. As soon as it is known that a specific account is subject
to greater risk than the usual credit risk (e.g. low credibility of the customer, disagreement regarding the
existence or the amount of receivables, etc.), the account is analyzed and recorded as doubtful debt as long
as the conditions indicate that the receivables cannot be collected.
•
Contingent events
During ordinary course of business, the Group is involved in legal claims and compensations. The
Management judges that no arrangement would
significantly affect the financial position of the Group in
31/12/2023. However, the determination of contingent liabilities that are connected to legal claims and
demands is a complicated procedure that includes judgments on possible consequences and law
interpretation according to laws and regulations. Any change in judgment or interpretation is possible to lead
to an increase or decrease of the Group’s contingent liabilities in the future.
•
Business Combinations
Upon initial recognition, the assets as well as liabilities of the acquired business are included in the
consolidated financial statements at their fair values. During measurement of fair values, management uses
estimates regarding future cash flows but actual results may differ. Any other change in measurement after
the initial recognition would affect the goodwill measurement.
•
Useful life of depreciable assets
The Company’s Management examines the useful lives of depreciable assets at every reporting period. At
December 31, 2023, the Company’s Management estimates that the useful lives of the depreciated assets
represent the expected utility of these assets. Actual results, however, may differ due to technical gradual
depreciation, mainly regarding software and computer equipment.
3.
Significant
Accounting Policies
3.1.
General
The significant accounting policies that used for the preparation of theses consolidated financial statements
are synopsized as per below.
3.2.
Consolidation and investments in associates
•
Subsidiaries
Subsidiaries are all entities managed and controlled by the Group in regard to their finance and business
policies. LAMPSA considers that it owns and controls a subsidiary when it participates in it with a percentage
greater than half of voting rights.
To determine the existence of potential voting rights of LAMPSA, that are currently exercisable on another
entity,
LAMPSA examines the existence and effect of any potential voting rights that are currently exercisable
or convertible.
Amounts in thousand Euro, unless otherwise mentioned
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 110 of 159
The consolidated financial statements of LAMPSA SA include the financial statements of the parent company
as well as the entities controlled by the Group through full consolidation.
Subsidiaries are consolidated using the full consolidation method from the date on which the Group obtains
control and stop to be consolidated to the date on which control ceases to exist.
In addition, the acquired subsidiaries are subject to
application of the acquisition method. This includes
revaluation at fair value of all identifiable assets and liabilities, including contingent liabilities of the subsidiary,
at the acquisition date, irrespective of whether they have been included in the financial statements of the
subsidiary prior to acquisition. Upon initial recognition, subsidiary’s assets and liabilities are included in the
consolidated balance sheet at revalued amounts, which are also used as a basis for subsequent
measurement in accordance with the accounting policies of the group. Goodwill represents the excess of
cost over the fair value of the Group's share in the identifiable assets of the acquired subsidiary of the group
during acquisition. If the cost of acquisition is less than the fair value of net assets of the subsidiary acquired,
the difference is recognized directly in the income statement.
Non-controlling interests are recognized as part of profit or loss and net assets that do not belong to the
Group. If losses of a subsidiary concerning non-controlling interests exceed non-controlling interests in
subsidiary’s equity, then the excess amount is allocated to the shareholders of the parent company except
from the amount that regarding which the minority has an obligation and is able to cover those losses.
The accounting policies of subsidiaries were modified when deemed necessary in order to be consistent with
the policies adopted by the Group
Intercompany account receivables and liabilities, revenues and expenses and unrealized gains or losses
between companies are eliminated.
In the Statement of Financial Position of the parent, participation in subsidiaries is measured at acquisition
cost, unless there are indications of impairment.
3.3.
Foreign currency translation
The consolidated financial statements of LAMPSA S.A. are presented in EURO (€), which is, also, the
functional currency of the parent.
Every entity of the Group defines its functional currency and the items included in the financial statements of
every entity. In the separate financial statements of the consolidated entities, transactions in foreign currency
are translated into the functional currency of every separate entity, using the exchange rates, prevailing on
the date of the transaction. Transactions in foreign currency are translated into euro, using the exchange
rates prevailing on the transaction dates.
Foreign currency exchange gains and losses arising from such transactions and from the conversion of
accounts with balances at year end exchange rates are recognized in the "Financial Income / (expenses)",
respectively except from the gain or loss incurred by the hedging instrument and directly recognized in the
equity, in the statement of changes in equity.
Changes in
fair value of securities denominated in foreign currency classified as available for sale are
distinguished from changes in foreign exchange differences arising from changes in amortized cost of the
security and other changes in the carrying value of the securities. Differences from conversion-related
changes in the amortized cost are recognized in profit or loss, and other changes in carrying amount are
recognized in equity.
Differences arising from converting non-monetary financial assets and liabilities
such as assets at fair value
through profit and loss
are recognized in the results as part part of profit or loss from fair value. Differences
arising from converting non- monetary financial assets such as assets classified as available for sale are
included in the equity reserves pertaining to available-for- sale financial assets.
In the consolidated financial statements, all separate
financial statements of subsidiaries and jointly
controlled entities, originally presented in a currency other than the functional currency of the Group (none
of which has the currency of a hyperinflationary economy), have been converted into Euro.
Assets and liabilities have been converted into Euro at the closing rate at the balance sheet date.
Revenue and expenses have been converted into the Group's presentation currency at the average
exchange rates during the reporting period; unless there are significant fluctuations, in which case revenue
and expenses are translated at the exchange rate at the transaction dates.
Amounts in thousand Euro, unless otherwise mentioned
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 111 of 159
Any differences arising from this procedure have been transferred to the balance sheet translation reserve
in equity.
Goodwill and fair value adjustments arising from an acquisition of a foreign entity are treated as assets and
liabilities of the foreign entity and translated into Euro at the closing rate
On consolidation, exchange rate differences arising from the translation of the net investment in foreign
operations, and of borrowings and other currency instruments that are designated hedges of a net investment
in a foreign operation directly in equity through the statement of equity changes.
When a foreign operation is partially disposed or sold, exchange differences that were recorded in equity are
recognized in profit or loss in the period of disposal or sale as part of the gain or loss on sale.
3.4.
Segment reporting
A business segment is a group of assets and operations engaged in providing products and services which
are subject to risks and returns different from those of other business segments. A geographical segment is
a geographical region in which products are sold and services provided and which is subject to risks and
returns different from other areas. Geographically, the Group operates mainly in Greece, Cyprus and Serbia
(see § 4 “Group Structure").
The continuing operations business segments, are presented in the current fiscal year per geographic region
where the Group operates and per hotel type, forming the following categories: Athens City Hotels, Belgrade
City Hotels & Other, since following the disposal of Sheraton Rhodes Hotel in 2022 the Resorts category is
a discontinued operation.
The management considers
presentation of business segments per hotel type in relation to the geographical
area (Athens City Hotels, Resorts, Belgrade City Hotels & Other) to be more appropriate, since location and
type of the hotel are characterized as the main factors determining the risks, the opportunities and the
performance of the hotel units of the Group.
If the total revenue from external sources, presented per operating segments, constitutes less than 75% of
the Group's revenue, then the other segments are identified as presentation segments until at least 75% of
the Group's revenue is included in the reporting operating segments.
Operating segments that do not meet any of the quantitative thresholds set by IFRS 8 are not considered
reportable segments and are not separately disclosed if the management believes that information about the
separate area is not useful to users of financial statements.
The accounting principles used by the Group for the purposes of segment reporting
under IFRS 8 are the
same as those used in the preparation of the financial statements.
There have been no changes compared to the previous year valuation methods used to determine gain or
loss of the segment. There have been no asymmetrical allocations to the reportable segments. Asymmetric
allocation is effective, for example, when
a company allocates depreciation expenses to a geographical
segment without allocating the respective depreciable assets.
3.5.
Revenue and expenses recognition
Revenue is recognized when it is probable that future economic benefits will flow into the entity and these
benefits can be measured reliably.
The revenue is measured at the fair value of the consideration received and it is net of value added tax,
returns, rebates and any kind of reduction after limiting the sales within the Group.
The amount of revenue is considered that can be reliably measured when all contingencies relating to the
sale have been settled.
Sale of goods
Revenue from sale of goods is recognized when the significant risks and rewards of ownership of the goods
have been transferred to the buyer, usually on dispatch of those goods.
Provision of services
Most of the revenues for the Group come from rendering services related to the rental of rooms, use of hotel
facilities, catering services, use of the building facilities. Under IFRS 15, revenue is recognized at a given
Amounts in thousand Euro, unless otherwise mentioned
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 112 of 159
point in time when the obligation to perform the service is met. Under the existing revenue recognition
accounting policy, the Group and the Company recognize revenue for services when they are rendered.
Principal/Agent distinction
When a third party is involved in provision of goods or services, the Group and the Company shall determine
whether the nature of the service offer is an obligation to perform services by itself (that is, it is the principal)
or not (that is, it is the agent). Based on the assessment performed so far, the Group acts as the principal
regarding the largest part of the transactions. In cases when the Group and the Company act as agents, they
shall only recognize net profit as income.
Voucher
The Group and the Company receive prepayments from customers and recognize a contractual obligation
equal to the amount of prepayment for the obligation to
transfer goods or services in the future. The Group
and the Company recognize revenue when they transfer these goods or services and, consequently, fulfill
the obligation in question. However, customers may not exercise all their contractual rights. Under the new
standard, the Group and the Company shall estimate whether they will be entitled to an amount by not
redeeming the rewards. If it has been defined that the Group and the Company are entitled to an amount
from
non-redeeming rewards, then they will recognize the estimated benefit as revenue
when the probability
of residual rights being exercised by the client is minimized. The Company’s Management estimates that the
probabilities that the customers’ contractual rights are not exercised are not high.
Income from interests
Income from interest is recognized using the effective interest method that is the rate that exactly discounts
estimated future cash payments or receipts through the expected life of the financial instrument or, when
appropriate, a shorter period to the net carrying amount of the financial asset or liability.
When a receivable is impaired, the Group reduces the carrying value of the amount expected to be recovered,
which is the amount arising from the estimated future cash flows discounted at the effective interest rate
and
continues the periodic reversal of the discount as interest income. Income from interests on loans that have
been impaired are recognized using the initial effective interest rate.
Income from royalties
Income from royalties is recognized according to the accrual inputs outputs, depending on the substance of
the relevant agreement.
Income from dividends
Income from dividends is recognized when finalized the the shareholders’ right to receive payment from them
is finalized.
Operating expenses are recognized in the Statement of Comprehensive Income
for the year over the use of
the service or the date of creation. Expenditure for warranties is recognized and charged against the related
provision when the corresponding revenue is recognized.
3.6.
Borrowing cost
Borrowings are initially recognized
at fair value, including bank charges and commissions.
The Company's Management believes that the interest paid in connection with loans is equivalent to the
current market interest rates and, therefore, there is no reason for any adjustments to the value at which
these liabilities are presented.
Any difference between the proceeds ( net of transaction costs ) and the redemption value is recognized in
the income statement over the term of the loan.
Borrowings are classified as current except when the Group has an unconditional right to defer settlement of
the liability for at least twelve months after the balance sheet date. Borrowing costs are recognized as
expenses in the period in which they are incurred.
The Group capitalizes all borrowing costs that can be directly attributable to acquisition, construction or
production of an asset that meets the qualifying conditions.
Amounts in thousand Euro, unless otherwise mentioned
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 113 of 159
3.7.
Goodwill
Goodwill acquired in a business combination is initially measured at cost, that is the exercise cost of the
business combination exceeding the buyers participation in the net fair market value of identifiable assets,
liabilities and and contingent liabilities. After the initial recognition, goodwill is measured at cost less any
accumulated impairment losses. The acquirer tests goodwill for impairment on an annual basis or more often
if events or changing conditions indicate the possibility of impairment. No goodwill impairment arose for the
Group as at 31/12/2023
as the goodwill that had arisen during the acquisition of "TOURISTIKA THERETRA
SA" amounting to € 3,475 k was written off following the disposal of
Sheraton Rhodes hotel in 2022.
3.8.
Other
intangible
assets
An intangible asset is initially valued at acquisition cost. The cost of an intangible asset acquired in a business
combination is the fair value of the asset on the acquisition date.
After the initial recognition, intangible assets are valued at cost less accumulated amortization and any
impairment loss.
Acquired licenses regarding software are capitalized based on acquisition and installation expense.
Expenses related to software maintenance are recorded in the expenses of the period when incurred.
The useful lives of intangible assets are either definite or indefinite depending on their nature.
Intangible assets with definite useful life are amortized over their useful life and the amortization commences
when the asset is available for use and is recognized in the category of operating expenses.
The period and amortization method are reviewed at least at every fiscal ear end. If the expected useful life
or the expected consumption rate of the future economic benefits embodied in the asset are changed, the
amortization period or method are changed respectively. Such changes are accounted for as changes in
accounting estimates.
Intangible assets with indefinite useful lives are not amortized but are tested at least annually for impairment
as well as in order to determine whether the management's assessment of the indefinite useful lives of these
intangible assets is supported. If not supported, the change in the useful life assessment from indefinite to
definite treated as a change in an accounting estimate in accordance with IAS 8. Gains or losses arising from
the sale of an intangible asset are determined as the difference between the sale amount and the carrying
amount of the asset and is recognized in the income statement in the item " Other income " or "Other
expenses".
3.8.1.
Acquired software
Intangible assets include acquired software used under production or management.
The costs capitalized are amortized on a straight-line basis over the estimated useful lives (three to five
years). Additionally, the acquired software is also tested for impairment.
3.9.
Property, plant and equipment
Buildings, technical equipment, furniture are presented at acquisition cost or at acquisition cost less any
accumulated depreciation and any accumulated impairment losses. The cost also includes the cost of spare
parts of some tangible assets that require replacement at regular intervals, if the criteria for acknowledgment
are fulfilled. The artwork owned by the Group is not depreciated.
The costs of daily maintenance of property, plant and equipment are recognized in the income statement
when incurred.
If the carrying amount of tangible assets has suffered depreciation or an impairment loss, it is recognized in
the total income for the year.
The gain or loss on sale of land
will be determined as the difference between the net disposal proceeds, if
any, and the carrying amount of the asset and is recorded in the income statement.
Depreciation is calculated using the straight line method over the entire useful life of the assets. For works
of art held by the company, no depreciation is calculated.
Amounts in thousand Euro, unless otherwise mentioned
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 114 of 159
The buildings that have been acquired through financial leases are depreciated throughout their estimated
useful lives (determined in relation to comparable owned assets), if shorter.
The useful lives of tangible assets of the Group (in years) are summarized below as follows:
Buildings & building facilities
4-33
Machinery & Equipment
2-20
Vehicles
5-9
Furniture
2-33
Office equipment /telephone devises
3-33
Printing / Hardware
4-5
The residual values, useful lives and depreciation methods are reviewed and adjusted if appropriate at every
year end.
3.10.
Impairment of Assets
Assets with indefinite useful life are not depreciated and are tested for impairment annually irrespective of
the existence of indication of impairment.
The difference between the carrying amount and the net
undepreciated amount is recorded in the income statement. Assets subject to depreciation are tested for
impairment when there are indications that the carrying value may not be recoverable. The recoverable
amount is the higher of net selling price and value in use. Assets impairment losses
are recognized by the
entity when the carrying amount of those assets (or Cash
Generating Unit) is higher than their recoverable
amount. The net selling price is defined as the amount from the sale of the asset in the context of a bi-lateral
arm’s length transaction after the deduction of any additional direct cost for sale of the asset, while value in
use is the present value of estimated future cash flows expected to flow in the business from the use of the
asset and from its sale at the end of its estimated useful life.
The Company's management estimates that no indications of impairment are effective regarding 2023. With
the exception of goodwill, all assets are subsequently revalued in cases where the initially recognized
impairment loss
may not be effective.
3.11. Non-
current assets classified as held for sale and discontinued operations
The Group classifies a long-term asset or a group of long-term assets and liabilities as those held for sale if
their carrying amount is to be recovered principally through a sale transaction rather than through continuing
use.
The basic requirements in order to classify a long-term asset or group of assets as held for sale is that the
asset (or group of assets) must be available for sale in its present condition while the sale should be subject
only to terms that are usual and customary for sales of such assets and must also be highly probable.
In order for a sale to be considered extremely possible, the following conditions should be applied:
•
management must be committed in relation to a plan to sell the asset or the group of assets,
•
a process to identify a buyer and complete the transaction has to be initiated,
•
the asset or group of assets under disposal must be offered for sale at a price that is reasonable
compared to the concurrent market value of such assets,
•
the sale must be expected to be completed within one year from the date of classification of the asset
or group of assets as assets held for sale, except for specific exceptions, and
•
the actions required to complete the plan should indicate that it is unlikely that significant changes to
the plan will be made or that the plan will be withdrawn.
Immediately before the initial classification of the asset (or group of assets and liabilities) as held for sale, the
carrying amount of the asset (or group of assets and liabilities) will be measured in accordance with
applicable IFRS.
Amounts in thousand Euro, unless otherwise mentioned
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 115 of 159
Long-term assets (or group of assets and liabilities) classified as held for sale are measured (after the initial
classification as mentioned above) at the lower of their carrying amounts and fair values less costs to sell
and the impairment losses are recorded in the Income Statement. Any increase in fair value under a
subsequent valuation is recorded in the Income Statement but not for an amount exceeding the cumulative
impairment loss that had been initially recognized.
Starting from the date a long-term asset (or group of assets and liabilities) is classified as held for sale,
depreciation is not recognized on such a long-term asset.
3.12. Leases
3.12.1.
The Group as a lessee
Leases are recognized in the statement of financial position as a right-of-use asset and a lease liability on
the date on which the leased fixed asset becomes available for use. Every lease payment is divided between
the lease liability and interest, which is charged to the income statement throughout the lease, in order to
obtain a fixed interest rate for the remainder of the financial liability in every period. Right-of-use assets are
initially measured at their cost, and then reduced by the amount of accumulated depreciation and potential
impairment. The right-of-use is depreciated in the shortest period between the useful life of the asset or
duration of its lease, applying the straight line method. The initial measurement of the right-of-use assets
consists of:
•
The amount of the initial measurement of the lease liability,
•
Lease payments made on or before the commencement date, reduced by the amount of discounts
or other incentives offered,
•
Initial costs, which are directly linked to the rent,
•
Recovery costs.
Finally, they are adjusted to specific remeasurement of the corresponding lease liability. Lease liabilities are
initially calculated at the present value of rentals, which were not paid at the inception of the lease. They are
discounted at the imputed rate of the lease or, if this interest rate cannot be determined by the contract, with
the differential lending rate (IBR). The differential borrowing rate is the cost that the lessee would have to pay
to borrow the necessary capital in order to obtain an item of similar value as the leased asset, in a similar
economic environment and under similar terms and assumptions.
Lease liabilities include net present value of:
•
Fixed leases (including any in-substance fixed leases)
•
Variable leases, depending on the rate
•
Residual value expected to be paid
•
The price of an option to purchase the underlying asset, if the lessor is almost certain to exercise it
•
Penalties for termination of a lease if the lessor chooses this option.
After their initial measurement, the lease obligations are increased by their financial cost and are reduced by
the payment of rents. Finally, they are reassessed when there is a change: a) to rents due to a change of
index, b) to the estimation of the amount of residual value, which is expected to be paid, or c) to the
assessment of a choice of purchase or extension, which is relatively certain that it will be exercised or a right
of termination of the contract, which is relatively certain that it will not be exercised.
3.12.2.
The Group as a lessor
Leases where the Group does not transfer substantially all the risks and rewards of the asset are classified
as operating leases. Initial direct costs incurred by lessors in negotiating and arranging an operating lease
are added to the book value of the leased asset and are recognized over the lease term as the lease income.
3.13. Financial Assets
i)
Initial recognition
Amounts in thousand Euro, unless otherwise mentioned
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 116 of 159
A financial asset or financial liability is recognized in the statement of financial position of the Group
when it
arises or when the Group becomes part of the contractual terms of the financial instrument. Financial assets
are classified at initial recognition and are subsequently measured at amortized cost, at fair value through
other comprehensive income and fair value through profit or loss. If a financial asset is to be classified and
measured at amortized cost or at fair value through comprehensive income, it shall generate cash exclusively
pertaining to capital and interest repayments of the initial capital. The business model applied by the Group
for the purposes of managing financial assets refers to the way in which it manages its financial capabilities
in order to generate cash flows. The Group initially measures financial assets at fair value. Trade receivables
(which do not contain a significant financial component) are measured at the transaction price. In order for a
financial asset to be classified and measured at amortized cost or fair value through comprehensive income,
it must generate cash flows that are exclusively payments of principal capital and interest on the original
capital. The Group's business model for managing financial assets refers to the way it manages its financial
capabilities in order to generate cash flows. The business model determines whether cash flows will arise
from collecting contractual cash flows, disposal of financial assets, or both. Acquisition or disposal of financial
assets that require delivery of assets within a timeframe specified by a regulation or a contract is recognized
as at the transaction date, i.e. as at the date when the Group makes a commitment to acquire or to dispose
of the asset.
ii) Classification and subsequent measurement
Financial assets are classified into the following categories for subsequent measurement purposes:
a) Financial assets at fair value through profit and loss
Financial assets at fair value through profit or loss include financial assets held for trading, financial assets
designated at initial recognition at fair value through profit or loss, or financial assets
required to be measured
at fair value. Financial assets are classified as held for trading if they are acquired for sale or repurchase in
the near future. Financial assets with cash flows referring not only to capital and interest payments are
classified and measured at fair value through profit or loss, irrespective of the business model.
b)
Financial assets at
amortized
cost
The Group measures financial assets at amortized cost if both of the following conditions are met: (1) the
financial asset is held in order maintain financial assets for the purposes of collecting contractual cash flows;
and (2) the contractual terms of the financial asset generating cash flows at specified dates only pertain to
capital and interest payments on the balance of the initial capital. Financial assets at amortized cost are
subsequently measured under EIR method and are subject to impairment. Gains and losses are recognized
in profit or loss when the asset is derecognized, modified or impaired.
c) Financial assets at fair value through total comprehensive income
Upon initial recognition,
the Group classifies debt
securities on the basis of the Business model for managing
these securities as well as the contractual characteristics of their cash flows. As a result, the Group has
classified debt securities are held for
receiving contractual cash flows and their potential resale, whose
contractual cash flows relate to successive payments of principal and interest, as financial assets measured
at fair value through other comprehensive income. These financial instruments are measured at fair value
and the arising unrealized gains and losses are recorded as other comprehensive income in the valuation
reserves. When the assets are sold, written off or impaired, the accumulated profits or losses are transferred
from the relevant reserves to the income statement. Interest income calculated using the effective interest
method, gains or losses from exchange differences, are recognized in the income statement.
The Group has decided to classify in this category investments in Bonds of international and domestic
financial organizations obtained in 2023.
iii) Derecognition
A financial asset is derecognized when:
•
The rights to receive cash flows from the asset have expired, or
•
The Group has transferred its rights to receive cash flows from the asset or has undertaken the
commitment to fully pay the cash flows received without significant delay to a third party under an
arrangement and has either (a) transferred substantially all the risks and the assets of the asset or (b) has
Amounts in thousand Euro, unless otherwise mentioned
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 117 of 159
neither transferred nor held substantially all the risks and estimates of the asset but has transferred the
control of the asset.
iv) Impairment
The Group recognizes provision for impairment for expected credit losses regarding all financial assets not
measured at fair value through profit or loss. Expected credit losses are based on the balance between all
the payable contractual cash flows and all discounted cash flows that the Group expects to receive.
Regarding trade receivables, the Group applies simplified approach in order to calculate expected credit
losses. Therefore, at every reporting date, provision for losses regarding a financial instrument is measured
at an amount equal to the expected credit losses over its lifetime.
3.14.
Fair value determination
The fair value of financial assets traded in active markets (stock exchanges) is determined based on the
published prices effective on the balance sheet date. The fair value of financial assets not traded in active
markets is determined using valuation techniques and assumptions based on market data at the reporting
period end date.
3.15.
Inventory
Inventories include raw materials, materials and goods purchased.
Cost includes all costs incurred in bringing the inventories to their present location and condition, which are
directly attributable to the production process, as well as a part of general expenses associated with the
production, which is absorbed in the normal capacity of the production facilities.
The financial cost is not taken into account .
At the balance sheet date, inventories are valued at the lowest amount
between the acquisition cost
and
net realizable value.
Net realizable value is the estimated selling price in the ordinary course of business operations less estimated
cost which is necessary to make the sale.
Cost is determined using the weighted average cost method.
3.16.
Accounting for Income Tax
3.16.1.
Current Income Tax
The current tax asset/obligation includes obligations to or receivables from tax authorities relating to the
current or previous reporting periods not paid until the balance sheet date.
They are calculated according to the tax rates and tax legislation effective in the fiscal period to which they
relate, based on the taxable profit for the year. All changes to the current tax assets or obligations are
recognized as tax expense in the income statement.
3.16.2.
Deferred Income Tax
Deferred income tax is calculated applying the liability method that focuses on temporary differences. This
method involves comparing the accounting value of assets and liabilities of the consolidated financial
statements with their respective tax bases.
Deferred tax assets are recognized to the extent
it is likely that they will be offset against future income
taxes.
Deferred tax liabilities are recognized for all taxable temporary differences. In addition and in accordance
with IAS 12, deferred tax is not recognized in relation to goodwill.
No deferred tax is recognized on temporary differences associated with investments in subsidiaries if reversal
of these temporary differences can be controlled by the company while it is expected that the temporary
difference will not reverse in the future. In addition, tax losses that can be carried forward to subsequent
periods and tax credits to the Group are recognized as deferred tax assets.
Amounts in thousand Euro, unless otherwise mentioned
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 118 of 159
No deferred tax is recognized under initial recognition of an asset or liability in a transaction that is not a
business combination and at the time of the transaction, affects neither the accounting profit nor taxable profit
or loss.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in
which
the asset or liability are settles, based on tax rates that have been enacted or substantively enacted
by the balance sheet date.
Most changes in deferred tax assets or liabilities are recognized as tax expense in the income statement.
Only changes in deferred tax assets or liabilities related to changes in the value of the asset or liability that
is charged directly to equity are charged or credited directly to equity.
The Group recognizes a previously unrecognized deferred tax asset to the extent that it is probable that
future taxable profit will allow the recovery of the deferred tax asset.
Deferred tax assets are reviewed at every balance sheet date and reduced to the extent that it is no longer
probable that sufficient taxable profit will be available to allow the benefit of part or all of the deferred tax
asset.
3.17.
Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and cash available and short term highly liquid
investments such as money market securities and bank deposits with original maturities of three months or
less. The market values of financial assets are stated at fair value through profit or loss.
For the purpose of the Consolidated Statement of Cash Flows, cash and cash equivalents consist of cash
and cash equivalents as defined above, excluding the outstanding balances of bank overdrafts.
3.18.
Equity
Share capital is determined using the nominal value of the shares issued. Ordinary shares are classified as
equity.
The share capital increase through cash payment includes any share premium in the initial issuance of the
share capital. Any transaction costs associated with the issuance of the shares and any arising
related
income tax benefit are deducted from the share capital increase.
If an entity acquires equity instruments, those instruments (the "treasury shares") are deducted from equity.
If such shares are subsequently reissued, the consideration received (net of related transaction costs and
the related income tax benefit) is included in equity attributable to shareholders. Under acquisition, sale,
issuance or cancellation of equity instruments no profit or loss is recognized in the income statement.
The revaluation reserve comprises gains and losses due to revaluation of certain financial assets and tangible
assets. Exchange differences arising from the translation are included in the conversion reserves. Retained
earnings include the current results and those of previous periods as disclosed in the income statement.
3.19.
Retirement benefits and short
-
term employee benefits
3.19.1.
Retirement benefits
A defined benefit plan is a pension plan that does not fall under a defined contribution plan. Typically, defined
contribution plans define an amount of benefit that an employee will receive on retirement, usually dependent
on factors such as age, years of service and compensation.
The liability recognized in the balance sheet in respect of defined benefit pension plans is the present value
of the defined benefit obligation at the balance sheet date of actuarial unrecognized gains or losses and past
service costs. The defined benefit obligation is calculated annually by independent actuaries using the
Projected Credit Unit Method. The present value of the defined benefit obligation is determined by discounting
the expected future cash outflows using interest rates of high-yield corporate bonds, which are shown in the
currency in which the benefits will be paid and have terms to maturity depending on the terms of the related
pension liability.
Actuarial gains and losses arising from experience adjustments and changes in proportionate matters at the
end of the previous reporting period exceeded the greater of 10% of the fair value of plan assets or 10% of
the defined benefit obligation are charged or credited to results based on the expected average remaining
working lives of the employees participating in this program
Amounts in thousand Euro, unless otherwise mentioned
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 119 of 159
Past service costs are recognized immediately in income, unless the changes to the pension plans are
voluntary for the employees remaining in service for a specified period (vesting date). In this case, the past
service costs are amortized on a consistent basis over the vesting period.
A defined contribution plan is a pension plan under which the Group pays fixed contributions into an
independent administrative institution in mandatory, contractual or voluntary basis. The company will have
no legal or constructive obligation to pay further contributions if the fund does not hold sufficient assets to
pay all employee benefits, for services rendered current or prior years. Prepaid contributions are recognized
as an asset to the extent possible a refund or a reduction in future payments.
3.19.1.
Termination benefits
Termination benefits are payable when service employment is terminated by the Group before the normal
retirement date, or when an employee accepts voluntary redundancy in exchange for these benefits.
The Group recognizes termination benefits when it is documentarily
committed to either terminating the
employment of current employees according to a detailed formal plan without possibility of withdrawal or
providing termination benefits as a result of an offer made to encourage voluntary redundancy. When the
termination benefits are due for more than 12 months, after the balance sheet date they are discounted to
present value.
3.20.
Financial Liabilities
The Group's financial liabilities include bank loans and overdraft accounts, trade and other liabilities and
finance leases. The Group's financial liabilities (excluding loans) are presented in the balance sheet in the
item "Non-current financial liabilities" and in the item "Other trade liabilities".
Financial liabilities are recognized when the Group has entered into a contractual agreement of an instrument
and are derecognized when the Group is exempted from the liability or it is canceled or expires.
The interest is recognized as an expense in "Finance Costs" in the income statement.
Liabilities from finance leases are measured at initial value less the amount of financial capital repayments.
Trade liabilities are recognized initially at their nominal value and are subsequently measured at amortized
cost less settlement payments.
Dividends to shareholders are included in the item "Other current financial liabilities' when the dividends are
approved by the General Meeting of Shareholders.
Gains and losses are recognized in the income statement when the liabilities are written off, as well as
through amortization.
When an existing financial liability is exchanged with another liability of a different form with the same lender
but under substantially different terms, or the terms of an existing liability are substantially modified, for
example an exchange or modification, it is treated as a write off of the original liability and the recognition of
a new liability. Any difference in the respective accounting value is recognized in the income statement.
3.20.1. Loans
Bank loans provide long-term and/or short-term financing of the Group operations. All loans are initially
recognized at cost, being the fair value of the consideration received excluding the cost of issuing the loan.
After initial recognition, loans are measured at amortized cost and any difference between the revenue and
the payoff is recognized in the income statement over the period of lending using the effective interest rate
method.
The amortized cost is calculated taking into account any issue costs and any discount or premium on
settlement amount.
The bond loan represents the Group's liability for future coupon payments and repayment of principal
payment. If the bond loan is convertible then the equity component of the loan represents the value of the
right of the bondholders to convert it into the company’s
common shares
and is presented in equity (net of
applicable tax).
Amounts in thousand Euro, unless otherwise mentioned
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 120 of 159
3.21.
Other provisions, contingent liabilities and contingent assets
Provisions are recognized when a present obligation is likely to lead to an outflow of economic resources for
the Group, in the case that this outflow can be reliably estimated. The timing or amount of the outflow may
be uncertain.
A present obligation arises from the presence of a legal or constructive obligation resulting from past events,
for example, product warranties, legal disputes or onerous contracts
Restructuring provisions are recognized only if a detailed formal plan has been developed and implemented,
or management has at least announced the features of the program to those who are affected by it. Provisions
are not recognized for future operating losses.
When some or all of the expenditure required to settle a provision, is expected to be reimbursed by another
party, the reimbursement will be recognized when, and only when, it is virtually certain that reimbursement
will be received if the entity settles the obligation and the obligation is treated as a separate asset. The
amount recognized for the reimbursement shall not exceed the amount of the provision.
The expense relating to a provision is presented in the income statement, net of the amount recognized for
the reimbursement.
A provision is used only for the expenses, regarding which an initial provision was made. Provisions are
reviewed at every balance sheet date and adjusted to reflect the current best estimate.
Provisions are measured at the expected cost required to determine the present obligation, based on the
most reliable evidence available at the balance sheet date, including the risks and uncertainties associated
with the present obligation.
When the effect of the time value of money is material, the amount of the provision is the present value of
the expenses expected to be required to settle the obligation.
The pre-tax discount rate reflects current market assessments of the time value of money and the risks
specific to the liability. The rate does not reflect risks for which future cash flow estimates have been adjusted.
When the method of discounting is used, the carrying amount of a provision increases in each period to
reflect the passage of time. This increase is recognized as borrowing cost in the results.
When a number of similar obligations exist, the likelihood that an outflow will be required in settlement is
determined by considering the class of obligations as a whole. A provision is recognized even if the likelihood
of an outflow to an element included in the class of obligations may be small.
If it is no longer probable that an outflow of resources incorporating economic benefits will be required to
settle the obligation, the provision will be reversed.
In such cases where the possible outflow of economic resources as a result of present obligations is
considered improbable, or the amount of the provision cannot be estimated reliably, no liability is recognized
in the consolidated balance sheet, unless considered in the context of the business combination.
These contingent liabilities are recognized as part of allocating the cost of acquiring the assets and liabilities
in the business combination. Subsequently they are measured at the highest amount of a comparable
provision as described above and at the amount initially recognized, less any depreciation.
Possible inflows of economic benefits for the Group that do not yet meet the criteria of an asset are
considered contingent assets.
4.
The Group
structure
The Group structure of LAMPSA S.A. on December 31, 2023 is presented below as follows:
Amounts in thousand Euro, unless otherwise mentioned
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 121 of 159
Company
Func.
Currency
Domicile
Participating
interest %
Equity
shares
Consolida
tion
Method
Participation
LAMPSA HELLENIC HOTELS S.A.
€
GREECE
Parent
KRIEZOTOU TOURISTIKI SINGLE MEMBER
S.A.
€
GREECE
100,00%
Full
Direct
ZALOKOSTA TOURISTIKI SINGLE MEMBER
S.A.
€
GREECE
100,00%
Full
Direct
ELATOS DEVELOPMENT SINGLE MEMBER
P.C.
€
GREECE
100,00%
Full
Direct
ATHINAIKI EPISITISTIKI SINGLE MEMBER P.C.
€
GREECE
100,00%
Full
Direct
LUELLA ENTERPRISES LTD
€
CYPRUS
100,00%
Full
Direct
SELENE ENTERPRISES LTD
€
CYPRUS
75,00%
Full
Direct
BEOGRADSKO MESOVITO PREDUZECE
€
SERBIA
94,60%
5,40%
Full
Indrect
EXCELSIOR BELGRADE SOCIATE OWNED
€
SERBIA
100,00%
Full
Indrect
MARKELIA ENTERPRISES COMPANY LTD
€
CYPRUS
100,00%
Full
Indrect
On 31/01/2022, the limited company was established under the title "ZALOKOSTA TOURISTIKI SINGLE
MEMBER SOCIETE ANONYME SPECIAL PURPOSE", which on April 1, 2022 signed a Building Lease
Agreement, of total area 1.
854 sq.m. located in Athens, at 7
-9 Zalokosta street, owned by the Electronic
National Social Security Agency (e-EFKA) in the context of the implementation of the Tender awarding No.
258667/ 08.07.2021 for the lease of the above property. The contract was
signed between e-EFKA on the
one hand as a Lessor, on the other hand of the Company ZALOKOSTA SA as a Lessee, and on the other
hand of LAMPSA SA as a Guarantor.
The term of the lease is set at thirty (30) consecutive full years, with
the right to extend by ten (10) years. The Basic Monthly Rent is set at €34.500 and the Independent
percentage rent is set at 1,2% of the total annual turnover plus all kinds of operating income, as long as the
turnover plus all kinds of operating income is equal to or greater than 600.000 euro. Based on the above
Agreement
and following the application of IFRS 16, right-of-use assets were recognized with a
corresponding increase in lease liabilities amounting to €11.
386 k.
The subsidiary in question is in the stage of making radical renovation of the building and its transformation
into a complex of luxury furnished apartments/suites.
On March 1, 2023, the General Meeting of the subsidiary
under the title "KRIEZOTOU TOURISTIKI SINGLE
MEMBER S.A." decided on a decrease of the Company's share capital by the amount of three million five
hundred and twenty-eight thousand euro (€3.
528
.000) with a corresponding reduction of the nominal value
of the share from one euro (€1,00) to sixty-four cents ( €0,64) with cash payment to the shareholders.
On May 12, 2023, the company "ATHINAIKI EPISITISTIKI SINGLE MEMBER P.C." was established. The
Company’s main objective is
Restaurant Services
and it is by 100% subsidiary of Lampsa SA. The
Company's Share Capital is €100.000 (One Hundred Thousand Euro) and its term of operation is 50 years.
The parent company and the subsidiary signed an Agreement on concession and use of the Shop on the
first floor of the hotel called "Alexander's Lounge & Atrium". The agreed upon fee includes a fixed amount of
rentals and a variable amount based on the services provided.
On June 16, 2023, Lampsa acquired 100% control of the Cypriot company "SELENE ENTERPRISES
COMPANY LTD", whose share capital of € 10.000. On 31.12.2023, the share capital of the company amounts
to € 20.000 and the parent company holds 75% of the shares, i.e. € 15.000.
The Extraordinary General Meeting of the subsidiary company "KRIEZOTOU TOURISTIKI SINGLE
MEMBER S.A."
(hereinafter the "Company") held on 18 December 2023 decided to
decrease the share
capital of the Company by the total amount of three million euros (€3.000,000) with a corresponding
cancellation of four million six hundred and eighty-seven thousand five hundred (4.
687
.500) shares, and the
corresponding return - payment of the amount to the Parent Company.
The Unscheduled Extraordinary General Meeting of the subsidiary company "ZALOKOSTA TOURISTIKI
SINGLE MEMBER SOCIETE ANONYME SPECIAL PURPOSE",
(hereinafter the "Company") held on 18
December 2023 decided to increase the share capital of the Company by the amount of six hundred and fifty
thousand euros (€650.000) through cash payment.
Amounts in thousand Euro, unless otherwise mentioned
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 122 of 159
On December 19, 2023, the Extraordinary General Meeting of the subsidiary company "ELATOS
DEVELOPMENT SINGLE MEMBER PC" decided to increase the Company's share capital by the amount of
six hundred thousand euros (€ 600.000) through cash payment.
5.
Notes to
financial
statements
5.1.
Segment reporting
In accordance with the provisions of IFRS 8, identification of operating segments is based on the
"Management approach". According to this approach, the information to be disclosed regarding the operating
segments should be based on internal organizational and management structure of the Group and the main
items of internal financial reporting provided to the key decision makers. Operating segments are monitored
per geographical area where the hotel units are located as the management considers it to be the most
efficient
way for decision making
regarding allocation of resources and evaluation of their performance.
Monitoring operating segments per geographical area is more appropriate as this way better reflects the
special characteristics (risks, opportunities, competition, etc.) of the hotel units due to the area where they
are located. Therefore, the operating segments are presented in the following categories: Athens City Hotels,
Belgrade City Hotels & Other. Following the disposal of
Sheraton Rhodes hotel, the Resort category no
longer exists. It is to be noted that the Group applies the same accounting principles for the measurement of
operating segments results as those in the Financial Statements.
Transactions between operating segments are performed within the regular business operations of the
Group. Inter-segment sales are eliminated on consolidation.
The Group results, assets and liabilities per segment in respect of the presented periods are analyzed as
follows:
FY 2023
Athens City
Hotels
Belgrade
City
Hotels
Other
Total
Turnover
Rooms Sales
67.920
11.669
-
79.589
Food and Spirits Sales
22.566
4.508
-
27.074
Income from Telephony
5
1
-
7
Income
(SPA-Health Club
1.427
463
-
1.891
Other Sales
3.135
622
-
3.757
Total Sales
95.054
17.263
-
112.318
Financial Income
4.019
100
-
4.120
Financial Expenses
6.394
49
5
6.447
Depreciation
7.323
1.972
-
9.295
Earnings before tax
19.433
2.962
(195)
22.200
Income tax
5.658
451
249
6.358
Earnings after tax
13.775
2.511
(445)
15.842
31.12.2023
Non-current assets
174.643
27.760
506
202.908
Deferred Tax Asset
5.756
(195)
(91)
5.469
Other assets
38.238
5.324
1.411
44.973
Total Assets
217.477
33.631
2.243
253.351
Total Liabilities
148.475
5.679
37
154.192
FY 2022
Athens City
Hotels
Belgrade
City
Hotels
Other
Total
Turnover
Rooms Sales
57.413
9.474
-
66.887
Food and Spirits Sales
18.935
3.872
-
22.808
Income from Telephony
10
3
-
14
Income
(SPA-Health Club
1.058
382
-
1.440
Other Sales
2.436
497
-
2.933
Other Sales (Spa, Health Club etc.)
-
-
-
-
Total Sales
79.852
14.229
-
94.081
Amounts in thousand Euro, unless otherwise mentioned
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 123 of 159
Financial Income
99
15
-
114
Financial Expenses
6.006
107
9
6.122
Depreciation
7.055
1.931
-
8.987
Earnings before tax
11.839
2.106
(18)
13.927
Income tax
3.417
142
-
3.558
Earnings after tax
8.422
1.964
(18)
10.369
-
31.12.2022
Non-current assets
177.311
28.824
29
206.164
Deferred Tax Asset
7.012
166
128
7.307
Other assets
44.086
4.127
2.604
50.818
Total Assets
223.938
37.596
2.754
264.288
Total Liabilities
157.034
5.392
297
162.723
5.2.
Property, plant and equipment
Land, buildings and equipment were valued at the date of transition to IFRS (1/1/2005) at acquisition cost
less any accumulated amortization and any impairment losses.
During the period, the Company and the Group's net investments in tangible assets amounted to € 3.
268
k
and € 5.097 k respectively. Regarding the Company and the Group, the investments mainly
pertain to
renovations of rooms and common areas, building facilities and additions of mechanical and other equipment
as well as furniture.
The Group and the Parent Company property items are burdened with liens amounting to € 96.121 k k for
outstanding loans.
The Group
Amounts in thousands €
Land plots
and
buildings
Mechanical
equipment and
vehicles
Furniture
and other
equipment
Fixed assets
under
construction
Total
Net Book Value as at
31.12.2022
172.313
2.433
14.165
2.934
191.846
Additions
1.772
175
1.686
1.464
5.097
Recognition of right-of-use assets
44
8
-
-
52
Disposal of assets
-
(9)
(109)
-
(118)
Reclassifications
-
324
14
(338)
-
Asset reductions
(67)
(1)
(56)
-
(125)
Depreciation Cost
(6.336)
(474)
(2.352)
-
(9.161)
Disposed assets depreciation
-
6
98
-
104
Net Book Value as at
31.12.2023
167.726
2.464
13.447
4.060
187.696
Amounts in
thousands €
Land plots
and
buildings
Mechanical
equipment and
vehicles
Furniture
and other
equipment
Fixed assets
under
construction
Total
Net Book Value as at
31.12.2021
205.330
3.161
13.851
3.296
225.638
Additions
636
230
2.845
201
3.912
Recognition of right-of-use assets
11.585
-
-
-
11.585
Disposal of assets
(60.985)
(3.265)
(9.075)
-
(73.325)
Reclassifications
-
49
483
(562)
(30)
Depreciation Cost
(7.770)
(541)
(2.194)
-
(10.504)
Disposed assets depreciation
23.517
2.799
8.255
-
34.571
Net Book Value as at
31.12.2022
172.313
2.433
14.165
2.934
191.846
Amounts in thousands €
Land plots
and
buildings
Mechanical
equipment and
vehicles
Furniture
and other
equipment
Fixed assets
under
construction
Total
Gross Book Value and Impairment
281.881
12.632
42.515
2.935
339.963
Accumulated depreciation
(109.568)
(10.198)
(28.351)
(0)
(148.118)
Net Book Value as at
31.12.2022
172.313
2.433
14.165
2.934
191.846
Gross Book Value and Impairment
283.
629
13.130
44.051
4.060
344.87
0
Accumulated depreciation
(115.903)
(10.666)
(30.605)
(0)
(157.174)
Net Book Value as at
31.12.2023
167.726
2.
464
13.
44
7
4.060
187.696
Amounts in thousand Euro, unless otherwise mentioned
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 124 of 159
The Company
Amounts in thousands €
Land plots
and
buildings
Mechanical
equipment and
vehicles
Furniture
and other
equipment
Fixed assets
under
construction
Total
Net Book Value as at
31.12.2022
94.073
163
7.844
2.772
104.852
Additions
1.527
60
1.470
212
3.268
Recognition of right-of-use assets
44
8
-
-
52
Disposal of assets
-
(7)
(49)
-
(56)
Asset reductions
(66)
(1)
(56)
-
(124)
Depreciation Cost
(3.834)
(63)
(1.335)
-
(5.232)
Disposed assets depreciation
-
5
45
-
50
Net Book Value as at
31.12.2023
91.742
164
7.919
2.984
102.809
Amounts in
thousands €
Land plots
and
buildings
Mechanical
equipment and
vehicles
Furniture
and other
equipment
Fixed assets
under
construction
Total
Net Book Value as at
31.12.2021
125.211
747
8.239
2.748
136.946
Additions
489
9
1.605
24
2.127
Recognition of right-of-use assets
246
-
-
-
246
Disposal of assets
(48.507)
(3.160)
(8.521)
-
(60.189)
Depreciation Cost
(4.983)
(128)
(1.205)
-
(6.316)
Disposed assets depreciation
21.616
2.696
7.726
-
32.038
Net Book Value as at
31.12.2022
94.073
163
7.844
2.772
104.852
Amounts in thousands €
Land plots
and
buildings
Mechanical
equipment and
vehicles
Furniture
and other
equipment
Fixed assets
under
construction
Total
Gross Book Value and Impairment
147.475
5.270
23.868
2.772
179.385
Accumulated depreciation
(53.403)
(5.107)
(16.024)
-
(74.533)
Net Book Value as at
31.12.2022
94.073
163
7.844
2.772
104.852
Gross Book Value and Impairment
148.979
5.329
25.233
2.984
182.525
Accumulated depreciation
(57.236)
(5.165)
(17.314)
-
(79.715)
Net Book Value as at
31.12.2023
91.742
164
7.919
2.984
102.809
The remaining amount of fixed assets under construction on 31.12.2022 and 31.12.2023 standing at € 2.772
k mainly concerns office building costs in Bucharest for the purpose of their inclusion in the building of "Grand
Bretagne”. The company is
preparing the final studies regarding the intended use of these premises.
"Land plots and buildings" item includes right-of-use assets as follows:
THE GROUP
THE COMPANY
Amounts in thousands €
Rights
-
of
-use assets
Balance as at 31.12.2021
22.869
39
Recognition of right-of-use assets
11.585
246
Amortization cost
(708)
(32)
Balance as at 31.12.2022
33.746
253
Recognition of right-of-use assets
52
52
Amortization cost
(709)
(32)
Balance as at 31.12.2023
33.088
202
On 31/01/2022, the limited company was established under the title "ZALOKOSTA TOURISTIKI SINGLE
MEMBER SOCIETE ANONYME SPECIAL PURPOSE", which on April 1, 2022 signed a Building Lease
Agreement, of total area 1,854 sq.m. located in Athens, at 7
-9 Zalokosta street, owned by the Electronic
National Social Security Agency (e-EFKA) in the context of the implementation of the Tender awarding No.
258667/ 08.07.2021 for the lease of the above property. The contract was signed between e
-EFKA on the
one hand as a Lessor, on the other hand of the Company ZALOKOSTA SA as a Lessee, and on the other
hand of LAMPSA SA as a Guarantor.
The term of the lease is set at thirty (30) consecutive full years, with
the right to extend by ten (10) years. The Basic Monthly Rent is set at €34.500 and the Independent
percentage rent is set at 1,2% of the total annual turnover plus all kinds of operating income, as long as the
Amounts in thousand Euro, unless otherwise mentioned
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 125 of 159
turnover plus all kinds of operating income is equal to or greater than 600.000 euro. Based on the above
Agreement
and following the application of
IFRS 16, right-of-use assets were recognized with a
corresponding increase in lease liabilities amounting to €11.
386 k.
The subsidiary in question is in the stage of making the radical renovation of the building and its
transformation into a complex of luxury furnished apartments/suites.
Other additions pertain to renovations of existing facilities and supply of furniture and other equipment.
5.3.
Intangible assets
Changes in the intangible assets of the Group are analytically presented below.
Acquisition value and accumulated amortization are analyzed as follows:
Amounts in thousands €
Licenses -
Software
licenses
Other intangible
assets
Total
Net Book Value as at
01.01.2022
575
69
643
Additions
173
-
173
Disposals
(763)
-
(762)
Amount of depreciation
(131)
(17)
(148)
Amortization of disposals
544
-
544
Net Book Value as at
31.12.2022
399
52
451
Additions
26
3
29
Amount of depreciation
(124)
(9)
(134)
Net Book Value as at
31.12.2023
301
45
346
Acquisition value and accumulated amortization of the Group are analyzed as follows:
Amounts in thousands €
Software licenses
Other intangible
assets
Total
Gross Book Value and impairment
1.023
536
1.559
Accumulated amortization
(624)
(484)
(1.109)
Net Book Value as at
31.12.2022
399
52
451
Gross Book Value and impairment
1.049
539
1.588
Accumulated amortization
(748)
(494)
(1.242)
Net Book Value as at
31.12.2023
298
45
343
Changes in intangible assets of the Company are analytically presented below as follows:
Amounts in thousands €
Software
licenses
Total
Net Book Value as at
1.1.2022
471
471
Additions
158
158
Disposals
(761)
(761)
Amount of depreciation
(103)
(103)
Amortization of disposals
544
544
Net Book Value as at
31.12.2022
310
310
Additions
20
20
Amount of depreciation
(98)
(98)
Net Book Value as at
31.12.2023
232
232
Acquisition value and accumulated amortization of the Company are as follows:
Amounts in thousands €
Software
licenses
Total
Gross Book Value and impairment
1.018
1.018
Accumulated amortization
(708)
(708)
Net Book Value as at
31.12.2022
310
310
Gross Book Value and impairment
1.038
1.038
Accumulated amortization
(806)
(806)
Net Book Value as at
31.12.2023
232
232
Intangible assets are free from liens.
Amounts in thousand Euro, unless otherwise mentioned
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 126 of 159
5.4.
In
v
estments
in subsidiaries
Analysis of the investments of the parent Company in subsidiaries and associates is presented below as
follows:
Amounts in thousands €
ACQ.VALUE
AS AT
31.12.2023
ACQ.VALU
E AS AT
31.12.2022
DOMICILE
-
COUNTR
Y
DIRECT
&
INDIRECT
%
PART.INT.
TREASUR
Y SHARES
RELATIONS
HIP
CONS. METHOD
OPER. SEGMENT
LAMPSA HELLENIC
HOTELS S.A.
-
-
Greece
PARENT
PARENT
-
Hotel Services
KRIEZOTOU TOURISTIKI
SINGLE MEMBER S.A.
17.022
23.550
Greece
100,00%
SUBSIDIARY
FULL
CONSOLIDATION
Hotel Services
ZALOKOSTA TOURISTIKI
SINGLE MEMBER S.A.
700
50
Greece
100,00%
SUBSIDIARY
FULL
CONSOLIDATION
Hotel Services
ELATOS DEVELOPMENT
SINGLE MEMBER PC
1.200
600
Greece
100,00%
SUBSIDIARY
FULL
CONSOLIDATION
Hotel Services
LUELLA ENTERPRISES
LTD
15.854
18.382
Cyprus
100,00%
SUBSIDIARY
FULL
CONSOLIDATION
Holding
EXCELSIOR BELGRADE
SOCIALLY OWNED HOTEL
& CATERING TOURIST
ENTERPRISES
-
-
Serbia
100,00%
SUBSIDIARY
FULL
CONSOLIDATION
Hotel Services
BEOGRADSKO MESOVITO
PREDUZECE A.D.
-
-
Serbia
94,60%
5,40%
SUBSIDIARY
FULL
CONSOLIDATION
Hotel Services
ATHINAIKI EPISITISTIKI
SINGLE MEMBER P.C.
100
-
Greece
100,00%
SUBSIDIARY
FULL
CONSOLIDATION
Restaurant Services
SELENE ENTERPRISES
COMPANY LTD
15
-
Cyprus
100,00%
SUBSIDIARY
FULL
CONSOLIDATION
Construction
Services
MARKELIA ENTERPRISES
COMPANY LTD
1
-
Cyprus
100,00%
SUBSIDIARY
FULL
CONSOLIDATION
Services
TOTAL
34.892
42.582
ACCUMULATED
PROVISIONS FOR
IMPAIRMENT
(27)
NET VALUE
34.892
42.555
On 31/12/2020 in the context of the special conditions created in the course of the Covid-19 pandemic, the
Management of the Group carried out an impairment test of the participation cost in its subsidiaries. The
impairment test disclosed an impairment of a total amount of € 2.040 k regarding
the participation in the
subsidiary KRIEZOTOU
SA. On 31/12/2022, given that the segment operations have returned to normal,
the Management reassessed the recoverable amount of its participating interest and as a result the
aforementioned impairment was fully reversed in the current year. The recovery of the value was based on
the value in use method and was determined based on the Discounted Free Cash Flow estimation model
and the 5-year business plan of the cash flow generating unit was used for its calculation.
On March 1, 2023, the Unscheduled Extraordinary General Meeting of the subsidiary
under the title
"KRIEZOTOU TOURISTIKI SINGLE MEMBER S.A." (hereinafter the "Company") decided on a decrease of
the Company's share capital by the amount of three million five hundred and twenty-eight thousand euro (€
3.
528
.000) with a corresponding reduction of the nominal value of the share from one euro (€1,00) to sixty-
four cents ( € 0,64) and the corresponding return - payment of the amount to the Parent Company.
On May 12, 2023, the company "ATHINAIKI EPISITISTIKI SINGLE MEMBER P.C." was established. The
Company’s main objective is Restaurant Services and it is by 100% subsidiary of Lampsa SA. The
Company's Share Capital is €100.000 (One Hundred Thousand Euro) and its term of operation is 50 years.
The parent company and the subsidiary signed an Agreement on concession and use of the Shop on the
first floor of the hotel called "Alexander's Lounge & Atrium". The agreed upon fee includes a fixed amount of
rentals and a variable amount based on the services provided.
On June 16, 2023, Lampsa acquired 100% control of the Cypriot company "SELENE ENTERPRISES
COMPANY LTD", whose share capital of € 10.000. On 31.12.2023, the share capital of the company amounts
to € 20.000 and the parent company holds 75% of the shares, i.e. € 15.000.
The Unscheduled Extraordinary General Meeting of the subsidiary company "ZALOKOSTA TOURISTIKI
SINGLE MEMBER SOCIETE ANONYME SPECIAL PURPOSE" (hereinafter the "Company") held on
Amounts in thousand Euro, unless otherwise mentioned
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 127 of 159
December
18
, 2023 decided to increase the share capital of the Company by the amount of six hundred and
fifty thousand euros (€ 650.000) through cash payment.
The Unscheduled Extraordinary General Meeting of the subsidiary company "KRIEZOTOU TOURISTIKI
SINGLE MEMBER S.A." (hereinafter the "Company") held on December 18
, 2023 decided to decrease the
share capital of the Company by the total amount of three million euros (€3.000.000) with a corresponding
cancellation of four million six hundred and eighty-seven thousand five hundred (4.
687
.500) shares, and the
corresponding return - payment of the amount to the Parent Company.
On December 19, 2023, the Extraordinary General Meeting of the subsidiary company "ELATOS
DEVELOPMENT SINGLE MEMBER PC" decided to increase the Company's share capital by the amount of
six hundred thousand euros (€ 600.000) through cash payment.
The management evaluated the existence of further indications of impairment as well as the change in key
assumptions such as discount rate and the course of the Group’s operations in relation to the budgets and
concluded that there are no further indications in order to conduct an analytical
impairment test.
The change in investments of the parent company is as follows:
Amounts in thousands €
31.12.2023
31.12.2022
Opening balance
42.555
39.865
Subsidiaries establishment
115
650
SCI
1.250
-
Impairment loss reversed
-
2.040
Capital repayments
(9.028)
-
Closing balance
34
.892
42.555
5.5.
Financial assets at fair value through other comprehensive income
The Company has invested in bonds of domestic and international financial institutions of reputable standing.
These investments are held for the purpose of both receiving the contractual cash flows and selling them,
and the contractual terms of these investments are for cash flows at specific dates which are solely for
principal and interest payments.
As a result, in accordance with the requirements of IFRS 9, they are measured at fair value through other
comprehensive income.
Of the interest received on these financial assets, an amount of € 974 k (2022: € 99 k) has been recognised
in 2023 in Financial Income.
The following table shows the changes in these investments:
Amounts in thousands €
THE GROUP
THE COMPANY
Balance as at 1.1.2022
-
-
Purchase of bonds
13.482
13.482
Valuation of bonds
136
136
Balance as at 31.12.2022
13.618
13.618
Purchase of bonds
15.000
15.000
Sale of bonds
(15.000)
(15.000)
Purchase of bonds
699
699
Other adjustments
(121)
(121)
Balance as at 31.12.2023
14.196
14.196
5.6.
Other
long-term
receivables
Other long-term receivables of the Group and the Company are analyzed below as follows:
THE GROUP
THE COMPANY
Amounts in thousands €
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Guarantees
585
164
66
93
Other long-term receivables
85
85
-
-
Total
670
249
66
93
Amounts in thousand Euro, unless otherwise mentioned
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 128 of 159
5.7.
Inventory
The Group and the Company inventory is analyzed as follows:
THE GROUP
THE COMPANY
Amounts in thousands €
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Goods
769
689
648
599
Raw materials
1.101
982
667
626
Spare parts
234
233
-
-
Total
2.103
1.905
1.315
1.225
The Group has no pledged inventory.
5.8.
Trade and other receivables and other assets
The Group and the Company receivables are analyzed as follows:
THE GROUP
THE COMPANY
Amounts in thousands €
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Trade receivables from third parties
2.489
5.121
1.799
4.442
Cheques receivable
6
3
-
-
Less: provision for doubtful receivables
(80)
(209)
(70)
(200)
Trade receivables
– net
2.415
4.915
1.729
4.242
Advances
75
46
-
1
Miscellaneous debtors
1.337
1.486
1.045
1.314
V.A.T.
267
78
-
-
Receivables from Greek State
2.433
366
2.328
132
Receivables from associates
3.698
-
3.670
250
Prepaid expenses
411
333
280
255
Subsidies
6
6
6
6
Accrued interest income
403
99
403
99
Accrued income
252
186
93
93
Other Receivables
8.882
2.600
7.824
2.149
Total receivables
11.297
7.515
9.554
6.391
As at 31.12.2023, trade and other receivables of the Group and the Company amount to € 11.297 k and €
9.554 k respectively, showing an increase of 50,3% and 49,5% respectively compared to 31.12.2022.
As at 31.12.2023, the Company's trade receivables include receivables of €2.212 k from Great Britain and
King George hotels management company, Marriott International Inc. and concern the use of the
management company's BONVOY rewards program, with customer staying at the hotels it manages, using
program points, instead of immediate payment for the room, paid in cash by Marriott International Inc. in the
first half of 2923.
The Group's management periodically reassesses the adequacy of the allowance for doubtful receivables in
connection with the credit policy and taking into account information of legal consultant as well as the
historical data arising from non-collecting receivables. The Group and the Company have made a provision
for expected credit losses based on the maturity of the relevant balances (e.g. 100% for post due trade and
other receivables, maturing over 120 days),as well as based on the nature of the counterparties. The total
provision on 31.12.2023 amounts to €
80
k and € 70 k for the Group and the Company respectively.
The Board of Directors of the Company at its meeting held on 31.07.2023 decided that the Company will
cover the amount of € 3.560.550 in a joint bond loan of € 10.500.000 issued by Regency Entertainment SA,
in order for the latter to cover its share (70%) in the necessary capital increase of € 15.000.000.000 that
North Star SA is obliged to decide, for the payment of the monetary consideration to the Greek State provided
for in the aforementioned PD 36/2023. The above amount is included in other receivables of the Company
and the Group for the year ended 31.12.2023.
All the above receivables are short-term. The fair value of these short-term financial assets is not determined
independently because the book value
is considered to approximate their fair value.
There are no liens on the Group and the Company receivables.
5.9.
Cash
and
cash
equivalent
The Group and the Company cash available is analyzed as follows:
Amounts in thousand Euro, unless otherwise mentioned
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 129 of 159
THE GROUP
THE COMPANY
Amounts in thousands €
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Cash
3.469
463
340
440
Sight deposits
28.104
39.083
24.667
30.165
Short-term time deposits
-
1.852
-
1.000
Overdrafts from bank accounts
-
-
-
-
Total
31.573
41.398
25.007
31.605
Financial income for the Group amounting to € 301 k arose from the above deposits.
Sight deposits per currency are analyzed as follows:
THE GROUP
THE COMPANY
Amounts in thousands €
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Sight deposits in €
27.917
40.465
24.454
31.117
Sight deposits in $
187
470
187
25
Sight deposits in RSD
25
25
25
25
5.10.
Equity
The Group and the Company Equity is analyzed as follows:
THE GROUP
THE COMPANY
Amounts in thousands €
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Capital and reserves attributable to shareholders of the
parent
Share capital
23.928
23.928
23.928
23.928
Share premium
26.747
38.641
28.600
38.641
Treasury shares
(2.550)
(2.550)
Other reserves
17.049
15.534
5.068
3.577
Retained earnings
33.980
26.012
30.341
26.911
Total
99.155
101.565
87.937
93.057
Non-controlling interest
4
-
-
-
Total Equity
99.159
101.565
87.937
93.057
As at 31 December 2022, the Company's share capital amounts to € 23.927.680, divided into 21.364.000
common registered shares of nominal value € 1,12 each. The Company's shares are listed on the Athens
Stock Exchange, in the category of low dispersion and specific characteristics, are traded on the stock
exchange in
Athens Stock Exchange Security Market (Travel & Leisure Sector, Hotels).
The Extraordinary General Meeting of the shareholders of the Company "Lampsa Hellenic Hotels SA" held
on February 13, 2023, decided to increase the Company's share capital by the amount of €10.041.
080 with
capitalization of an equal amount from the "Share premium" account, with an increase of nominal value of
the share by the amount of €0,47, i.e. from €1,12 to €1,59
and to decrease the Company's share capital by
an amount of €10.041.
080 with a corresponding reduction in the nominal value of the share by €
0,47, i.e.
from €1,59 to €1,12, and return of the amount of the capital decrease by cash payment to the shareholders.
08/03/2023 was set as the cut
-off date for the right to withdraw the capital return, while the same day the
company's shares became tradable on the Athens Stock Exchange. with the same, ultimately, nominal value,
i.e. 1,12 Euros, due to the aforementioned increase and simultaneous equal decrease of the Company's
share capital.
There aren’t at the end of the current year, shares of the parent Company held by it or by its subsidiaries or
jointly controlled entities.
As for the subsidiaries in Serbia, BEOGRADSKO MESOVITO PREDUZECE holds 5,4% of its shares having
paid the amount of € 2.550 k.
The statutory reserve is mandatory formed from the profits of each financial year and remains in equity of the
Company to offset any losses incurred in the future and is taxed in each period in which they were formed
and therefore is tax exempted. Statutory reserves of €665 k were formed from the profits of FY 2023.
Other reserves include:
-
Financial assets valued at fair value through comprehensive income valuation reserve. Financial
assets measured at fair value through comprehensive income are measured at fair value and the
resulting unrealized gains and losses are recorded as other comprehensive income in the valuation
reserve.
Amounts in thousand Euro, unless otherwise mentioned
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 130 of 159
-
Actuarial results reserve, which illustrates
actuarial profits and losses presented in a financial year
and which are recognized in full and directly in the Annual Statement of
Compressive Income of
that year.
-
Working capital subsidy reserve from regarding tourist enterprises affected by the pandemic under
Article 32 Law 4801/2021 amounting to € 400 k.
In compliance with
the provisions of Law 1892/1990, the company formed a relevant reserve of € 5
,7 million
and € 3,
8 million in 2018 and 2019, respectively,
reducing the tax burden by € 1,4 million and € 1,1 million in
these years. The maximum reserve to be formed under Law 1892/90 amounted to € 11
,4 million and
represented 70% of the investment costs of the property held by the company in Rhodes, which it sold in
2022. From the above it can be concluded that the company is still entitled to form an additional reserve of €
1,9 million (€ 11,4 million less € 9,5 million from the already formed reserve) from which - if activated - an
income tax benefit of € 0,4 million will arise based on the current income tax rate (22%). In both 2022 and
2023, the Management decided not to exercise this option and to form the additional amount of the reserve.
Changes in the “Statutory reserve” and the "Other reserves" of the Group and the Company are analyzed as
follows:
THE GROUP
Amounts in thousands
€
Statutory
reserves
Extraordinary
reserves
Tax exempted
reserves under
special legal
provisions
Actuarial
results
reserves
Reserves
under Law
1892/90
Other
reserves
Total
Balance as at
31.12.2021
1.994
404
2.120
48
9.525
127
14.218
Changes within the FY
1.218
27
-
71
1.315
Balance as at
31.12.2022
3.212
404
2.120
74
9.525
198
15.534
Changes within the FY
652
(91)
-
955
1.515
Balance as at
31.12.2023
3.864
404
2.120
(17)
9.525
1.153
17.049
THE COMPANY
Amounts in
thousands €
Statutory
reserves
Extraordinary
reserves
Tax
exempted
reserves
under special
legal
provisions
Actuarial
results reserves
Subsidiary
Absorption
Reserve
Reserves
under Law
1892/90
Other
reserves
Total
Balance as at
31.12.2021
1.994
404
1.764
35
(11.603)
9.525
127
2.246
Changes within the
FY
1.218
42
71
1.331
Balance as at
31.12.2022
3.212
404
1.764
76
(11.603)
9.525
198
3.577
Changes within the
FY
652
-
(115)
-
955
1.491
Balance as at
31.12.2023
3.864
404
1.764
(39)
(11.603)
9.525
1.153
5.068
Detailed description of the change in the Equity of the Group and the Company is presented in the "Statement
of Changes in Equity" of this report.
At the General Meeting of Shareholders, the Board of Directors is going to propose non-distribution of
dividends for 2023, given the return of capital to shareholders of €10.041.
080
performed in March 2023 and
the need to finance the Group’s investment plans.
It should be noted that the proposed non-distribution is subject to the approval of the annual general meeting
of shareholders.
Amounts in thousand Euro, unless otherwise mentioned
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 131 of 159
5.11.
Employee
retirement
benefit
obligations
The change in the net obligation in the balance sheet of the Group and the company is as follows:
Employees end of service benefit obligations:
THE GROUP
THE COMPANY
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Amounts in thousands €
Defined benefit plans
(Non
-
financed)
Defined benefit plans
(Non
-
financed)
Defined benefit plans
(Non
-
financed)
Defined benefit plans
(Non
-
financed)
Defined benefits obligation
1.583
1.329
1.468
1.209
Classified as:
Long-tern liability
1.583
1.329
1.468
1.209
Short-tern liability
The change in the present value of the obligation for defined benefit plans is as follows:
THE GROUP
THE COMPANY
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Defined benefit
plans (Non
-
financed)
Defined benefit
plans (Non
-
financed)
Defined benefit
plans (Non
-
financed)
Defined benefit
plans (Non
-
financed)
Defined benefits obligation as at January
1
1.329
1.532
1.209
1.440
Defined benefit obligation arising from the
absorption of a subsidiary
Current employment cost
156
184
129
160
Interest expenses
44
7
43
7
Revaluation – actuarial loss/(profit) from
change in experience
-
121
91
Revaluation – actuarial loss /(profit) from
changes in financial assumptions
117
(155)
147
(145)
Benefits payable
(176)
(597)
(166)
(582)
Cost of previous service
15
-
15
Settlements/ Curtails
97
384
91
384
Personnel transfer cost
-
(146)
(146)
Defined benefits obligation
as at
December 31st
1.583
1.329
1.468
1.209
The amounts recognised in the Income Statement are as follows:
THE GROUP
THE COMPANY
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Amounts in thousands €
Defined benefit
plans (Non
-
financed)
Defined benefit
plans (Non
-
financed)
Defined benefit
plans (Non
-
financed)
Defined benefit plans
(Non
-
financed)
Current employment cost
156
184
129
160
Cost of previous service
15
-
91
-
Settlements/ Curtails
97
384
-
384
Net interest on benefit obligation
44
7
43
7
Personnel transfer cost
-
(146)
-
(146)
Total expenses recognized in the
Income Statement
313
428
263
404
The amounts recognised in the Statement of Other Comprehensive Income are as follows:
Amounts in thousand Euro, unless otherwise mentioned
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 132 of 159
THE GROUP
THE COMPANY
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Amounts in
thousands €
Defined benefit
plans (Non
-
financed)
Defined benefit
plans (Non
-
financed)
Defined benefit
plans (Non
-
financed)
Defined benefit plans
(Non
-
financed)
Actuarial profit /(loss) from changes in
financial assumptions
117
(155)
147
(145)
Revaluation – actuarial loss/(profit)
from change in experience
-
121
-
91
Total profit /(loss) recognized in
other comprehensive income
117
(34)
147
(53)
The Group has commissioned independent actuaries to estimate the liabilities arising from the obligation to
pay retirement indemnities. The key actuarial assumptions on December 31, 2023 are as follows:
THE GROUP
THE COMPANY
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Discount rate as at December 31st
3,17%
3,74%
3,17%
3,74%
Future salary increases
2,50%
3,20%
2,50%
3,20%
Inflation
2,50%
3,20%
2,50%
3,20%
Liabilities maturity
4,58
5,07
4,58
5,07
Demographic assumptions:
The assumptions presented below pertain to various causes of employment termination.
1) Mortality
Swiss EVK2000 mortality table has been used for men and women.
2) Morbidity
Swiss EVK2000 mortality table for men and women has been used modified by 50%
3) Regular Employment Termination Ages
The terms of employment termination of the Social Insurance Fund were used regarding every employee
considering recognition of average two years service under the provisions of the Insurance Act.
The above results depend on the assumptions (economic and demographic) generated under an actuarial
study. Therefore, if a 0,5% lower discount rate had been applied, then the total liability would have been
higher by approximately 2,5%. If a 0,5% higher
discount rate had been applied, then the total liability would
have been lower by approximately 2,4%. If a 0,5% higher salary increase assumption had been applied, then
the total liability would have been higher by approximately 2%. If a 0,5% lower salary increase assumption
had been applied, then the total liability would have been lower by approximately 1,9%.
5.12.
Loan liabilities
The loan liabilities of the Group and of the Company, both long and short term, are analyzed in the following
table:
Amounts in thousands €
THE GROUP
THE COMPANY
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Long-
term debt
Bond Loans
82.281
86.899
78.881
82.299
Total long-
term debt
82.281
86.899
78.881
82.299
Short
-
term debt
Short-term bank loans
900
900
900
900
Short-term portion of bond and
bank loans
8.100
10.100
6.900
8.900
Total short
-
term debt
9.000
11.000
7.800
9.800
Total
91.281
97.899
86.681
92.099
On the property of the parent company there are liens amounting to € 96.121 k versus loan liabilities.
In the current period, the Group and the Company repaid capital of € 80
.300 k and € 79.100 k respectively.
Amounts in thousand Euro, unless otherwise mentioned
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 133 of 159
Following the increase in borrowing rates performed by the Central European Bank, the company was in
negotiations with the lending banks about refinancing the existing Common Bond Loan, in order to obtain
more favorable terms than the current ones, in order to limit the financial costs.
On January 30, 2023, the Company signed a Common Secured Bond Loan Agreement
for a period of twelve
years and six months and amounting to €75.100.470, pursuant to which "EUROBANK ERGASIAS S.A.",
"ALPHA BANK S.A." and "NATIONAL BANK OF GREECE SA" agreed to cover, undertake and purchase
the bond securities the Company will issue and deliver to them. The product of the Bond Loan was used by
the Issuer exclusively and entirely for the purpose of refinancing the Existing Bond Loan. The terms of the
above loan are considered particularly favorable in terms of performance, significantly reducing the interest
rate compared to the existing loan and, by extension, the Company's financial costs.
As a consequence of the above and in accordance with IFRS 9, the Company recognized the new financial
liability at fair value as of March 24, 2023, the date of signing the new bond loan, from the modification to the
loan. The aforementioned Modification resulted in a positive difference of Euro 1.
598
k, recorded in "Other
financial results for the period" in the comprehensive income for the period
As at 31.12.2023, the CBL covenants were observed.
The changes in the Group's and Company's loan liabilities are analyzed as follows:
THE GROUP
Long-term loan
liabilities
Short
-
term loan liabilities
and short
-
term portion of
bond and bank loans
Total
Opening balance as at
1.1.2023
86.899
11.000
97.899
Cash flows:
Repayments
(70.201)
(10.100)
(80.300)
Withdrawals / Disbursements
75.100
-
75.100
Non-
cash changes:
Financial income/expenses
(1.598)
-
(1.598)
Interest for the period
181
-
181
Reclassifications
(8.100)
8.100
-
Closing balance as at
31.12.2023
82.281
9.000
91.281
THE GROUP
Long-term loan
liabilities
Short
-
term loan liabilities
and short
-
term portion of
bond and bank loans
Total
Opening balance as at
1.1.2022
115.695
16.240
131.935
Cash flows:
Repayments
(20.132)
(15.340)
(35.472)
Withdrawals / Disbursements
-
-
-
Non-
cash changes:
Interest for the period
1.436
-
1.436
Reclassifications
(10.100)
10.100
-
Closing balance as at
31.12.2022
86.899
11.000
97.899
THE COMPANY
Long-term loan
liabilities
Short
-
term loan liabilities
and short
-
term portion of
bond and bank loans
Total
Opening balance as at
1.1.2023
82.299
9.800
92.099
Cash flows:
Repayments
(70.201)
(8.900)
(79.100)
Withdrawals / Disbursements
75.100
75.100
Non-
cash changes:
Financial income/expenses
(1.598)
(1.598)
Interest for the period
181
181
Reclassifications
(6.900)
6.900
-
Closing balance as at
31.12.2023
78.881
7.800
86.681
Amounts in thousand Euro, unless otherwise mentioned
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 134 of 159
THE COMPANY
Long-term loan
liabilities
Short
-
term loan liabilities
and short
-
term portion of
bond and bank loans
Total
Opening balance as at
1.1.2022
108.679
14.500
123.179
Cash flows:
Repayments
(18.917)
(13.600)
(32.516)
Withdrawals / Disbursements
-
Non-
cash changes:
Interest for the period
1.436
1.436
Reclassifications
(8.900)
8.900
-
Closing balance as at
31.12.2022
82.299
9.800
92.099
The effective weighted average interest rates of the Group, on the balance sheet date are as follows:
31.12.2023
31.12.2022
Bank loans
5,29%
4,24%
5.13.
Lease Liabilities
The liabilities recognized in the Company arise from leases for offices and warehouses for a period exceeding
12 months. The Group’s liabilities arise from the subsidiary KRIEZOTOU TOURISTIKI SINGLE MEMBER
S.A. to which the contract signed by the parent company with the AUXILIARY FUND OF FORMER
EMPLOYEES OF THE AGRICULTURAL BANK OF GREECE ("ATPPEATE") was transferred and provided
for the lease of the King's Palace Hotel for 35 years. The contract provides for a fixed rent which from the
2nd year will be adjusted based on the CPI plus margin and a variable rent depending on the hotel's turnover
per year. The hotel started operating on September 1st, 2020 and the first rental was paid on September
11th 2020.
Moreover, on 31/01/2022 the societe anonyme under the title "ZALOKOSTA TOURISTIKI SINGLE MEMBER
SPECIAL PURPOSE SOCIETE ANONYME” and distinctive title “SUITES APARTMENTS ZALOKOSTA” was
established. The company is a 100% subsidiary of
Lampsa Hellenic Hotels S.A. The two companies jointly
signed on April 1, 2022 a Building Lease Agreement, of total area 1,854 sq.m. located in Athens, on Zalokosta
street no. 7-9, owned by the Electronic National Social Security Agency (e-EFKA) in the context of the
implementa
tion of the Tender awarding No. 258667/ 08.07.2021 for the lease of the above property. The
contract was signed between e-EFKA as Lessor and, ZALOKOSTA SA as Lessee, and LAMPSA S.A. as
Guarantor. The term of the lease is set at thirty (30) consecutive full years, with the right to extend by ten
(10) years. The Basic Monthly Rent is set at €34.500 and the Independent percentage rent is set at 1,2% of
the total annual turnover plus all kinds of operating income, as long as the turnover plus all kinds of operating
income is equal to or greater than 600.000 euro.
The variable lease payments arising from the above Agreements, which will depend on the turnover are not
included in the minimum future payments used to measure the right-of-use asset and the lease liability and
will burden the income statement for the year when required to be paid. Regarding Kriezotou, a variable
rental of € 846 k arose for the year, burdening the consolidated income statement for the year.
On 25 November 2022, the Company, in the context of its strategic decisions, proceeded with establishing a
new Single Person Private Capital Company (PC), one hundred percent (100%) of its subsidiary, under the
title "ELATOS DEVELOPMENT SINGLE PERSON PC", which, on 01.12.2022 in its capacity as lessee,
proceeded with signing a Private Lease Agreement of "Elatos Resort & Health Club" Hotel Group with the
owner company under the title "ELATOS INVESTMENT S.A. The term of the Lease Agreement will be thirty
(30) years with the right of extension, while it also includes an explicit provision for early termination under
the same conditions for both parties. The rent, for security reasons, will only be determined after the
preparation of the upgrading studies of the "Elatos Resort & Health Club" Hotel Group and the development
of the relevant business plan based on a valuation by an independent appraiser and will be calculated on the
annual turnover and EBITDA of the Lessee and shall not fall short of the higher of 5
% of turnover or 8% of
Amounts in thousand Euro, unless otherwise mentioned
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 135 of 159
EBITDA. No relevant liability and right-of-use assets are recognized in the Financial Statements as of
31/12/2023.
The Group's and the Company's lease liabilities are analyzed as follows:
31.12.2023
THE GROUP
THE COMPANY
Long-term lease liabilities
34.468
107
Short-term lease liabilities
598
104
Total
35.067
212
31.12.2022
THE GROUP
THE COMPANY
Long-term lease liabilities
34.904
176
Short-term lease liabilities
256
77
Total
35.160
254
Changes in the Group's and the Company's lease liabilities are analyzed as follows:
THE GROUP
THE COMPANY
Balance as at 01.01.2023
35.160
254
Recognition of Lease Liabilities
52
52
Interest for the period
1.201
13
Payments
(1.347)
(107)
Balance as at 31.12.2023
35.067
212
THE GROUP
THE COMPANY
Balance as at 01.01.2022
23.605
39
Recognition of Lease Liabilities
11.585
246
Interest for the period
1.083
1
Payments
(1.113)
(33)
Balance as at 31.12.2022
35.160
254
Minimum future payments for the Group and the Company are as follows:
THE GROUP 31.12.2023
Minimum future payments
Payments
Financial cost
Net Present Value as at
31/12/2023
Within 12 months
1.447
(1.198)
248
From 1 to 5 years
7.740
(5.796)
1.945
Over 5 years
50.609
(17.735)
32.874
Total
59.796
(24.729)
35.067
THE GROUP 31.12.2022
Minimum future payments
Payments
Financial cost
Net Present Value as at
31.12.2022
Within 12 months
1.088
(832)
256
From 1 to 5 years
7.565
(5.861)
1.704
Over 5 years
52.115
(18.914)
33.200
Total
60.768
(25.608)
35.160
THE COMPANY 31.12.2023
Minimum future payments
Payments
Financial cost
Net Present Value as at
31.12.2023
Within 12 months
112
(8)
104
From 1 to 5 years
113
(5)
107
Over 5 years
-
-
-
Total
225
(13)
212
Amounts in thousand Euro, unless otherwise mentioned
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 136 of 159
THE COMPANY 31.12.2022
Minimum future payments
Payments
Financial cost
Net Present Value as at
31.12.2022
Within 12 months
88
(11)
77
From 1 to 5 years
189
(12)
176
Over 5 years
-
-
-
Total
277
(23)
254
5.14.
Deferred tax assets and liabilities
Offsetting deferred tax assets and liabilities is performed, in terms of company, when there is an enforceable
legal right to do so and when the deferred income taxes relate to the same tax authority.
The tax rates for the current fiscal year for companies operating in Greece are expected to be 22%, while for
companies operating abroad
- as follows:
Country
Tax Rate
SERBIA
15%
CYPRUS
13%
Deferred income tax is calculated on temporary differences using the tax rates expected to apply to the
countries where the Group companies are active. The amounts shown in the Statement of Financial Position
are expected to be recovered or settled after the current period.
Amounts in thousand Euro, unless otherwise mentioned
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 137 of 159
Deferred tax assets and obligations of the Group are analyzed as follows:
THE GROUP
Amounts in thousands €
31.12.2023
31.12.2022
Deferred tax asset
Deferred tax liability
Deferred tax asset
Deferred tax liability
Property, plant and equipment
5.495
(4.638)
5.935
(4.731)
Intangible Assets
20
-
20
-
Investments
411
-
408
-
Other non-current assets
-
(174)
-
(24)
Reserves
8
-
9
-
Trade and other receivables
11
-
223
-
Reserve for actuarial profit or loss
-
-
-
(3)
Employees termination benefit obligations
318
-
292
-
Bond loans
-
(229)
352
-
Government grants
-
(553)
28
-
Provisions – obligations
346
(20)
345
(99)
Financial liabilities
2.646
(154)
2.548
(56)
Total
9.256
(5.752)
10.160
(4.913)
Offsetting
(3.788)
3.788
(2.854)
2.854
Net deferred tax asset / (liability)
5.469
(1.964)
7.307
(2.060)
Amounts in thousand Euro, unless otherwise mentioned
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 138 of 159
Changes in deferred tax assets and obligations of the Group for FYs 2023 & 2022 are as follows:
THE GROUP
Amounts in thousands €
1.1.2023
Recognized in
Other
Comprehensive
Income
Recognized in Income
Statement from
continuing operations
Recognized in
Income Statement
from discontinued
operations
31.12.2023
Property, plant and equipment
1.204
-
(283)
-
857
Intangible Assets
20
-
1
-
20
Investments
408
-
3
-
411
Other non-current assets
(24)
(154)
4
-
(174)
Reserves
9
-
(0)
-
8
Trade and other receivables
223
-
(212)
-
11
Reserve for actuarial profit or loss
(3)
3
-
Employees termination benefit obligations
292
24
1
318
Bond loans
352
-
(581)
-
(229)
Government grants
28
-
(581)
-
(553)
Provisions – obligations
246
-
97
-
343
Financial liabilities
2.492
-
1
-
2.492
Total
5.247
(129)
(1.548)
-
3.505
Recognized as
:
Deferred tax asset
7.307
-
-
-
5.469
Deferred tax liability
(2.060)
-
-
-
(1.964)
Amounts in thousand Euro, unless otherwise mentioned
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 139 of 159
THE GROUP
Deferred tax assets (liabilities)
1.1.2022
Recognized in
Other
Comprehensive
Income
Recognized in
Income Statement
from continuing
operations
Recognized in
Income Statement
from discontinued
operations
31.12.2022
Property, plant and equipment
(240)
-
(2.386)
3.829
1.204
Intangible Assets
49
-
(17)
(12)
20
Investments
408
-
0
-
408
Other non-current assets
(13)
(20)
9
-
(24)
Reserves
9
-
-
-
9
Trade and other receivables
107
-
149
(34)
223
Actuarial results reserves
-
(3)
-
(3)
Employees termination benefit obligations
317
(7)
92
(109)
292
Bond loans
18
-
316
18
352
Government grants
(371)
-
-
399
28
Provisions – obligations
188
-
24
34
246
Financial liabilities
(30)
-
2.523
-
2.492
Recognition of tax loss
1.590
-
(1.590)
-
-
Tax discount under Development Law 1892/90
412
-
(412)
-
-
Total
2.443
(28)
(1.295)
4.126
5.247
Recognized as
:
Deferred tax asset
4.615
-
-
-
7.307
Deferred tax liability
(2.172)
-
-
-
(2.060)
Amounts in thousand Euro, unless otherwise mentioned
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 140 of 159
Analysis of deferred tax assets and obligations of the Company for FYs 2023 & 2022 is
as follows:
Amounts in thousands €
31.12.2023
31.12.2022
Deferred tax asset
Deferred tax
liability
Deferred tax asset
Deferred tax liability
Property, plant and equipment
5.559
-
5.442
-
Intangible Assets
16
-
16
-
Financial assets
-
(174)
-
(20)
Trade and other receivables
11
-
223
-
Employees termination benefit obligations
310
-
285
-
Bond loans
-
(229)
352
-
Government grants
-
(553)
28
-
Provisions – obligations
-
(20)
-
(99)
Financial liabilities
32
-
(2)
-
Total
5.927
(976)
6.344
(119)
Offsetting
(119)
119
Net deferred tax asset / (liability)
4.952
-
6.225
-
Amounts in thousand Euro, unless otherwise mentioned
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 141 of 159
Changes in deferred tax assets and obligations of the Company for FYs 2023 & 2022 are
as follows:
THE COMPANY
Amounts in thousands €
1.1.2023
Recognized in
Other
Comprehensive
Income
Recognized in Income
Statement from
continuing operations
Recognized in
Income Statement
from discontinued
operations
31.12.2023
Property, plant and equipment
5.442
-
117
-
5.559
Intangible Assets
16
-
-
-
16
Other non-current assets
(20)
(154)
-
-
(174)
Trade and other receivables
223
-
(212)
-
11
Employees termination benefit obligations
285
32
(7)
-
310
Bond loans
352
-
(581)
-
(229)
Government grants
28
-
(581)
-
(553)
Employees termination benefit obligations
(99)
-
79
-
(20)
Bond loans
(2)
-
34
-
32
Total
6.225
(121)
(1.151)
-
4.952
Recognized as:
Deferred tax asset
6.225
-
-
-
4.952
Deferred tax liability
-
-
-
-
-
Amounts in thousand Euro, unless otherwise mentioned
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 142 of 159
THE COMPANY
1.1.2022
Recognized in
Other
Comprehensive
Income
Recognized in
Income Statement
from continuing
operations
Recognized in Income
Statement from
discontinued
operations
31.12.2022
Property, plant and equipment
4.260
-
108
1.074
5.442
Intangible Assets
46
-
(17)
(12)
16
Investments
449
-
(449)
-
-
Other non-current assets
-
(20)
-
-
(20)
Trade and other receivables
107
-
149
(34)
223
Employees termination benefit obligations
317
(12)
89
(109)
285
Bond loans
18
-
316
18
352
Government grants
(371)
-
-
399
28
Provisions – obligations
11
-
(145)
34
(99)
Financial liabilities
(2)
-
(0)
-
(2)
Recognition of tax loss
1.275
-
(1.275)
-
-
Tax discount under Development Law 1892/90
412
-
(412)
-
-
Total
6.521
(32)
(1.636)
1.371
6.225
Recognized as
:
Deferred tax asset
6.521
-
-
-
6.225
Deferred tax liability
-
-
-
-
-
Amounts in thousand Euro, unless otherwise mentioned
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 143 of 159
5.15.
Other provisions
Provisions, made by the Group and the Company, are analyzed as follows:
THE GROUP
Loss from
shares
Litigations
Total
Customers
provisions
31.12.2021
9
1.268
1.277
138
Additional provisions
1.104
1.104
86
Unused amounts reversed
-
-
(15)
31.12.2022
9
2.372
2.381
209
Additional provisions
41
Provisions used
(19)
(19)
-
Unused amounts reversed
-
-
(170)
31.12.2023
9
2.354
2.363
80
THE COMPANY
Loss from
shares
Litigations
Total
Customers
provisions
31.12.2021
9
62
71
138
Additional provisions
77
Unused amounts reversed
-
(15)
31.12.2022
9
62
71
201
Additional provisions
31
Unused amounts reversed
-
(162)
31.12.2023
9
62
71
70
The table above presents provisions for bad debts less receivables.
5.16.
Trade payables
The Group and the Company trade payables are analyzed as follows:
THE GROUP
THE COMPANY
Amounts in thousands €
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Suppliers
6.715
4.917
5.205
3.685
The fair values of trade
payables are not presented separately as, due to their short-term maturity, the
Management considers that the accounting values, recognized in the Statement of Financial Position, are
approximately the same as
their fair values.
5.17.
Income
Tax
Payable
Tax obligation regarding the Group and the Company is analyzed below as follows:
THE GROUP
THE COMPANY
Amounts in thousands €
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Income Tax
4.038
6.420
3.847
6.339
5.18.
Other short
-
term liabilities & Contractual obligations
Other short-term liabilities of the Group and the Company are as follows:
THE GROUP
THE COMPANY
Amounts in thousands €
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Social insurance
1.224
1.055
999
864
VAT and other taxes
761
867
518
630
Accrued expenses for the period
3.786
3.946
1.321
2.369
Income carried forward
127
47
-
-
Short-term portion of grants
134
134
134
134
Liabilities to associates
43
0
26
-
Other short-term liabilities
3.464
2.259
2.962
2.140
Total
short
-
term liabilities
9.539
8.309
5.960
6.137
Amounts in thousand Euro, unless otherwise mentioned
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 144 of 159
The fair values of
other liabilities are not presented separately as, due to their short-term maturity, the
Management considers that the accounting values, recognized in the Statement of Financial Position, are
approximately the same as
their fair values.
The other short-term liabilities mainly concern liabilities to the Management Company.
The Group and the Company receive advance payments
from clients and recognize a contractual
obligation equal to the amount of the advance payment for settling the obligation to transfer goods or
services in the future. These advance payments are recognized in the item "Contractual Obligations" as
follows:
THE GROUP
THE COMPANY
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Long-term Contractual Obligations
1.515
1.469
1.515
1.469
Short-term Contractual Obligations
128
2.779
128
2.554
Total Contractual Obli
gations
1.642
4.248
1.642
4.024
5.19.
Analysis of Income Statement
The Group mainly operates in the hotel segment where in 2023 tourism made a significant recovery,
resulting in the gradual return of some of the lost hotel revenue dynamics. In June, it became obvious
that this dynamics substantially improved and, therefore, the Group’s total revenues were higher than in
the last corresponding period, before the pandemic crisis (2019). Significant changes have also taken
place in the factors affecting the sales mix, as there is now a large increase in revenues from leisure
tourism, with an increased average room rate, while conference tourism and business travel have recently
begun to gradually recover.
The Group's operations are reflected in the financial sizes of the luxury hotel market of Athens and
consequently of the Group in 2023.
Room occupancy in the luxury hotel market in Athens increased by 10,3% compared to the corresponding
period of 2022 setting the ratio at 72,7% compared to 65,9% in 2022. The average hotel room rate
increased by 12,6% compared to 2022, reaching € 232,25 against € 206,17 in 2022. Consequently,
revenue per available room increased in Athens luxury hotels by 24,
3% (€ 168
,92 against € 135,91 in
2022) and similarly total room revenue increased.
The "Great Britain" Hotel recorded an increase in sales of 16,19% compared to the corresponding period
of 2022, while the "King George" Hotel recorded an increase in sales of 14,03%. The “Athens Capital”
hotel recorded an increase in sales of 26,29%.
Regarding the Group Hotels in Serbia, the "Hyatt Regency Belgrade" recorded an increase of 22,79%,
while the "Mercure Excelsior" recorded an increase of 17,37%.
T
he most significant items of the Financial Statements have changed as follows
:
•
In 2023, the Group’s
Turnover
amounted to € 112.
318 k compared to € 94
.
081 k in 2022, recording
an increase of 19,
38%. Turnover of the parent company (Hotels "Great Britain" and "King George")
amounted to € 77.292 k compared to € 66.120 k in 2022, increased by 16,90%.
•
In 2023, consolidated
Gross Results
amounted to profit € 46.
980 k against profit € 38
.004 k in 2022,
while the gross profit margin changed from profit 40,40% in 2022 to profit 41,
83% in 2023. The parent
company's gross results amounted to profit € 35.949 k compared to profit € 29.
338 k in 2022. The
Company's gross profit margin increased from profit of 44,37% in 2022 to profit of 46,51% in 2023.
•
In 2023, the Group's and the Company’s
Administrative Expenses
amounted to € 17.624 k, and €
13.113 k respectively, compared to € 13.
789
k and € 10.139 k in 2022. The increase in administrative
expenses is primarily attributed to the Group and the Company incurring incentive fees to
management companies, amounting to € 1.567 k and € 1.
398
k respectively.
•
The Group’s and the Company’s
Other Expenses
decreased by € 159 k and increased by € 1.005 k
respectively. The Company’s increase is due to VAT settlement of fixed assets arising from the
Rhodes hotel unit sale in the previous year.
Amounts in thousand Euro, unless otherwise mentioned
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 145 of 159
•
Group’s operating profit / (loss) (before tax, interest, depreciation and amortization
-
EBITDA
amounted to profit € 34,006 k compared to profit € 29.104 k in 2022, increased by 16,
84%. Similarly,
the Parent Company EBITDA amounted to profit € 24.
438 K against profit € 22
.099 k in 2022,
increased by 10,59%.
•
The Group's
Profit or Loss before tax
amounted to profit € 22.200 k, compared to profit € 13.927 k
in 2022. Respectively the Parent’s Profit or Loss amounted to profit € 18
.036 k compared to profit €
14.224 k in the comparative fiscal year 2022.
•
In the current fiscal year 2023, the Group's and the Company's
Financial Costs
increased by € 325
k and € 160 k respectively, mainly due to the measurement of the Company's bond loan under the
effective interest rate method on the basis of the new increased Euribor rates as of December 31,
2023.
•
The Group's and the Company's
Financial Income
amounted to € 4.120 k and € 4.004 k respectively
for the period 01.01.-31.12.2023 (01.01.-31.12.2022: € 114 k for the Group and € 99 k for the
Company) mainly arising from the Modification of the new Loan signed by the Company on 31
January 2023, as well as from credit interest on the Financial Assets held by the Company.
•
The Group's
Net results after tax and minority interests
amounted to profit € 15.
842 k compared
to profit € 10.369 k in 2022. The Parent’s net results after tax and minority interests amounted to profit
€ 13.037 k compared to profit € 10.
825 k in 2022. In the previous year,
net results (after tax and
before non
-
controlling interests)
from discontinued operations of the Group amounted to profit of
€ 1.947 k, while the Company's amounted to profit € 13.535 k in 2022.
•
Turnover
The following table presents an analysis of the Group's revenues and the Company per major category:
THE GROUP
THE COMPANY
01.01-
31.12.2023
01.01-
31.12.2022
01.01-
31.12.2023
01.01-
31.12.2022
Room Revenues
79.589
66.887
54.383
46.684
Sales of food and beverage
27.074
22.808
18.514
16.021
SPA-Health Club income
1.891
1.440
1.427
1.058
Income from telephony
7
14
5
10
Other income
3.757
2.933
2.961
2.348
TOTAL from continuing
operations
112.318
94.081
77.292
66.120
Total from discontinued
operations
-
12.934
-
12.934
TOTAL
112.318
107.015
77.292
79.055
The sales of the parent are performed in Greece.
•
Gross profit
Gross Profit for the Group and the company was as follows:
CONSOLIDATED
CORPORATE
Amounts in thousands €
01.01-31.12.2023
01.01-31.12.2022
01.01-31.12.2023
01.01-31.12.2022
Gross profit
46.980
38.004
35.949
29.338
Gross profit percentage
42%
40%
47%
44%
•
Expenses per category
The Group and the Company expenses per category are as follows:
THE GROUP
THE COMPANY
1.1 - 31.12.2023
Cost of
sales
Administ.
expenses
Costs of
disposal
Cost of
sales
Administ.
expenses
Costs of
disposal
Inventory consumption
11.532
47
10
6.826
-
-
Employee fees and expenses
26.320
5.722
1.699
16.919
4.420
1.332
Third parties fees and expenses
4.012
9.321
3.200
2.428
6.641
2.140
Utilities
7.876
957
5
4.255
871
-
Taxes-duties
93
886
11
-
874
-
Amounts in thousand Euro, unless otherwise mentioned
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 146 of 159
Miscellaneous expenses
5.114
571
940
4.451
307
358
Depreciation
9.175
120
-
5.330
-
-
Operating provisions
1.216
-
-
1.134
-
-
Total from continuing operations
65.338
17.624
5.865
41.343
13.113
3.830
Total from discontinued operations
-
-
-
-
-
-
Total
65.338
17.624
5.865
41.343
13.113
3.830
THE GROUP
THE COMPANY
1.1 - 31.12.2022
Cost of sales
Administ.
expenses
Costs of
disposal
Cost of sales
Administ.
expenses
Costs of
disposal
Inventory consumption
9.912
(4)
(23)
6.229
-
-
Employee fees and expenses
21.759
4.517
1.141
14.063
3.642
855
Third parties fees and expenses
3.520
6.155
2.504
2.554
3.743
1.623
Utilities
7.665
875
6
5.180
857
3
Taxes-duties
108
928
11
12
918
0
Miscellaneous expenses
4.059
732
1.022
3.510
517
575
Depreciation
8.866
120
-
5.045
-
-
Operating provisions
188
464
134
188
463
133
Total from continuing operations
56.077
13.789
4.796
36.782
10.139
3.189
Total from discontinued operations
7.780
4.158
396
7.489
4.158
396
Total
63.857
17.947
5.192
44.271
14.297
3.585
Miscellaneous expenses mainly concern supply of consumables (room consumables, cleaning and
decoration materials) as well as
promotion and advertising expenses regarding hotel units.
In FY ended as at 31/12/2023, the Group's and Company's administrative expenses include statutory
auditors' fees of € 29 k relating to services apart from statutory and tax audit of financial statements.
Other income
of the Group and the Company are analyzed as follows:
THE GROUP
THE COMPANY
Other income
1.1 –
31.12.2023
1.1 –
31.12.2022
1.1 –
31.12.2023
1.1 –
31.12.2022
Income from grants
-
6
-
6
Other similar activities income
41
20
41
18
Income from rentals
1.824
1.402
386
371
Commissions- Brokerage
187
251
187
251
Income from previous years unused
provisions
193
17
162
15
Invoiced expenses
372
66
372
66
Profit from assets disposal
13
0
13
0
Other income
56
559
79
448
Total from continuing operations
2.685
2.321
1.240
1.176
Total from discontinued operations
-
16.342
-
16.342
Total
2.685
18.663
1.240
17.518
Other expenses
of the Group and the Company are analyzed as follows:
THE GROUP
THE COMPANY
1.1 -
31.12.2023
1.1 –
31.12.2022
1.1 –
31.12.2023
1.1 –
31.12.2022
Other expenses
Loss from write off of unrecorded
receipts
117
-
117
-
Provision for bad receivables and legal
case compensations
0
1.110
-
-
Loss from damaged – disposed assets
1
29
1
-
Fines and surcharges
29
33
4
6
Previous year taxes
928
27
915
12
Other previous years expenses
86
55
46
44
Foreign exchange translation
differences
-
26
-
26
Amounts in thousand Euro, unless otherwise mentioned
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 147 of 159
Other expenses
303
344
54
43
Total other expenses
from
continuing operations
1.464
1.623
1.137
132
Total other expenses
from
discontinued operations
-
57
-
57
Total other expenses
1.464
1.680
1.137
189
The increase in the Group's and the Company's previous years' taxes is due to VAT arising from the
settlement of fixed assets from the sale of the Rhodes hotel unit in the previous financial year.
5.20.
Financial income / expenses & other financial results
The analysis of the financial results of the Group and of the Company is as follows:
THE GROUP
THE COMPANY
Interest income from
:
1.1 -
31.12.2023
1.1 -
31.12.2022
1.1 -
31.12.2023
1.1 -
31.12.2022
- Bank deposits
1.374
-
1.358
-
- Intracompany interest
-
15
-
-
- Interest income from financial
instruments
2.536
99
2.536
99
- Customers interest
100
-
-
-
- Loans to third parties
109
-
109
-
Financial Income from continuing
operations
4.120
114
4.004
99
Financial Income
from discontinued
operations
-
-
-
-
Total Financial Income
4.120
114
4.004
99
THE GROUP
THE COMPANY
Interest expenses from:
1.1 -
31.12.2023
1.1 -
31.12.2022
1.1 -
31.12.2023
1.1 -
31.12.2022
- Employees compensation obligation
- Bank loans
5.006
4.870
4.747
4.663
- Finance lease obligations
1.189
1.082
-
-
- Other bank expenses & commissions
172
102
140
68
- Letter of Guarantee commissions
50
47
50
47
- Other financial expenses
32
21
-
-
Financial Cost from continuing operations
6.447
6.122
4.937
4.777
Financial Cost from discontinued
operations
-
333
-
333
Total Financial Cost
6.447
6.455
4.937
5.110
THE GROUP
THE COMPANY
Other financial
results
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Profit from foreign currency translation differences
89
83
89
83
Loss from foreign currency translation differences
(229)
(274)
(229)
(274)
Other
(44)
10
-
-
Total from continuing operations
(184)
(182)
(140)
(192)
Total from discontinued operations
-
(104)
-
(104)
Total
(184)
(285)
(140)
(296)
5.21.
Income Tax
The amount of tax on profit before tax of the Group and the Company, differs from the theoretical amount
that would arise using the weighted average tax rate applicable to profits of consolidated companies. The
balance between the expected tax expense, based on an effective tax rate of the Group, and the tax
expense that was actually recognized in the income statement, is as follows:
Amounts in thousand Euro, unless otherwise mentioned
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 148 of 159
THE GROUP
THE COMPANY
01.01-
31.12.2023
01.01-
31.12.2022
01.01-
31.12.2023
01.01-
31.12.2022
Current tax expenses from continuing
operations
4.808
2.263
3.847
1.763
Current tax expenses from discontinued
operations
-
4.577
4.577
Deferred income tax from continuing
operations
1.550
1.295
1.151
1.636
Deferred income tax from discontinued
operations
-
(4.126)
(1.371)
Total
6.358
4.009
4.999
6.605
Deferred tax (income) was mainly generated due to recognition of of deferred tax assets from tax losses
to be offset in the following years.
THE GROUP
01.01-
31.12.2023
01.01-
31.12.2022
Earnings before tax from continuing operations
22.200
13.927
Earnings before tax from discontinued
operations
-
2.397
Total earnings before tax
22.200
16.325
Tax rate
22%
22%
Expected tax expense/income under the statutory tax rate
4.884
3.591
Effect of change in tax rate
Effect of different tax rates in other countries
(446)
(73)
- other tax exempted revenue
-
(90)
- other non-taxed revenue
(310)
2
Non-exempted expenses
362
149
Items for which deferred tax is not recognized
1.528
(185)
Discount recognition under Development Law 1892/90
-
(26)
Use of the discount of Development Law 1892/90
-
412
Other taxes
249
-
Non-recognizable loss for future offsetting
96
29
Unused deferred tax loss carryforwards
-
183
Other
(4)
15
Total realized tax expenses/(income), net
6.358
4.009
Realized tax expenses/(income), net from continuing operations
6.358
3.558
Realized tax expenses/(income), net from discontinued
operations
-
450
Weighted tax
rate
28,64%
24,56%
THE COMPANY
01.01-
31.12.2023
01.01-
31.12.2022
Earnings before tax from continuing operations
18.036
14.224
Earnings before tax from discontinued
operations
-
16.740
Total earnings before tax
18.036
30.964
Tax rate
22%
22%
Expected tax expense/income under the statutory tax rate
3.968
6.812
Readjustment for tax exempted income
-
-other tax exempted revenue
-
(90)
Non-exempted expenses
350
(66)
Items for which deferred tax is not recognized
681
(597)
Unused deferred tax loss
-
135
Discount recognition under Development Law 1892/90
-
412
Other
-
(1)
Total realized tax expenses/(income), net
4.999
6.605
Realized tax expenses/(income), net from continuing operations
4.999
3.399
Realized tax expenses/(income), net from discontinued operations
-
3.206
Weighted tax rate
27,72%
21,33%
5.22.
Profit / (Loss) per share
Basic profit / (losses) per share are calculated based on profits / (losses) after taxes and Non-controlling
interests from continuing operations, on the weighted average number of ordinary shares of the parent
company within the accounting period.
Amounts in thousand Euro, unless otherwise mentioned
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 149 of 159
The following is an analysis of profit/(loss) per share:
THE GROUP
THE COMPANY
Amounts in thousands €
01.01-
31.12.2023
01.01-
31.12.2022
01.01-
31.12.2023
01.01-
31.12.2022
Profit attributable to the
shareholders of the parent
from continuing operations
15.842
10.369
13.037
10.825
Profit attributable to the
shareholders of the parent
from discontinued operations
-
1.947
-
13.535
Profit attributable to the
shareholders of the parent
for
basic earnings per share
purposes
15.842
12.316
13.037
24.359
Weighted average number of
shares
21.364
21.364
21.364
21.364
Basic earnings/loss per share
(in €) from continuing
operations
0,7415
0,4853
0,6102
0,5067
Basic earnings/loss per share
(in €) from discontinued
operations
0,0000
0,0911
0,0000
0,6335
Basic earnings/loss per share
(in €)
0,7415
0,5765
0,6102
1,1402
5.23.
Transactions with related parties
None of the transactions incorporate special terms and conditions and no guarantee was given or
received.
The outstanding balances at year’s end are unsecured and are settled in cash. No guarantees were
provided or received for the above receivables.
It is also noted that between the Parent Company and its subsidiaries there are no special agreements or
collaborations and any transactions carried out between them are within the usual terms and conditions
effective in every market.
For the fiscal year that ended on
December 31, 2022, the Group’s companies haven’t
made a provision
for doubtful debt relating to amounts owed by associates.
In the comparative year, among the subsidiaries of the Group, there are receivables/liabilities from
borrowings totaling € 2.125 k. Moreover, income/expense interest of € 59 k is also recorded.
The
General Meeting of Shareholders of Excelsior Belgrade held on 28.06.2023
decided to capitalize the
above convertible bond loan issued by Excelsior Belgrade, of a remaining value € 2.125 k through
issuing
31.931 ordinary shares of € 66,56 each, of which € 0,009 related to the nominal value and € 66.549 to
share premium. These transactions are eliminated on consolidation.
In addition, on
28.06.2023
, the General Meeting of Shareholders of the subsidiary BEOGRADSKO
MESOVITO PREDUZECE decided to distribute a dividend to the Group's subsidiary Luella Enterprises
Ltd at an amount of € 2.495 k, repaid in the current financial year.
Of the above transactions, transactions and balances with subsidiaries have been eliminated from the
Group's consolidated financial statements.
From the above transactions, transactions and balances with subsidiaries have been eliminated from
consolidated financial statements of the Group.
Amounts in thousands €
THE GROUP
THE COMPANY
Sales of services
01.01 -
31.12.2023
01.01 -
31.12.2022
01.01 -
31.12.2023
01.01 -
31.12.2022
Subsidiaries/jointly controlled
-
-
337
110
Other related parties
316
11
316
11
Total
316
11
652
121
Amounts in thousand Euro, unless otherwise mentioned
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 150 of 159
Purchases of services
01.01 -
31.12.2023
01.01 -
31.12.2022
01.01 -
31.12.2023
01.01 -
31.12.2022
Subsidiaries/jointly controlled
-
-
15
-
Other related parties
84
113
84
113
Total
84
113
99
113
Balance of receivables
01.01 -
31.12.2023
01.01 -
31.12.2022
01.01 -
31.12.2023
01.01 -
31.12.2022
Subsidiaries/jointly controlled
-
-
80
7
Other related parties
3.682
14
3.682
14
Total
3.682
14
3.762
22
Balance of liabilities
01.01 -
31.12.2023
01.01 -
31.12.2022
01.01 -
31.12.2023
01.01 -
31.12.2022
Subsidiaries/jointly controlled
-
-
61
22
Other related parties
-
-
-
-
Total
-
-
61
22
Fees of directors and members of the management were as follows:
THE GROUP
THE COMPANY
Amounts in thousands €
01.01-
31.12.2023
01.01-
31.12.2022
01.01-
31.12.2023
01.01-
31.12.2022
Key executives and BoD members
Salaries-Fees- Social insurance cost
1.692
1.787
1.021
1.188
No loans have been granted to members of the Board of Directors or the Group or management personnel
and their families and there are no receivables/liabilities from/to these related parties.
The provision made for compensation of the Group’s and Company’s staff includes an amount of
€ 243
k ( 2022: 205
k) pertaining to executives and BoD members, while in the income statement
the recorded
amounts are € 38 k
(2022: 19
,5 k).
5.24.
Employee benefits
The employee benefits of the Company and the Group are as follows:
Amounts in thousands €
THE GROUP
THE COMPANY
01.01-
31.12.2023
01.01-
31.12.2022
01.01-
31.12.2023
01.01-
31.12.2022
Employee salaries-Bonus
26.952
21.216
18.102
14.272
Social insurance cost
5.259
4.220
3.853
3.078
Other employee benefits
2.416
2.607
1.569
1.844
Provision for employee
compensation
7
93
-
85
Total from continuing
operations
34.633
28.137
23.524
19.280
Total from discontinued
operations
-
4.433
-
4.433
Total
34.633
32.569
23.524
23.712
The number of employees occupied on daily wages basis and salaried employees is as follows:
THE GROUP
THE COMPANY
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Salary employees
787
745
367
338
Daily wages employees
409
409
398
383
Total
1.196
1.154
765
721
5.25.
Operating leases
-
Operating leases
-
Expected income from leases to be collected next year
The Group leases certain offices and shops under lease agreements. The analysis of contractual rentals
to be collected in the coming years is presented below as follows:
Amounts in thousand Euro, unless otherwise mentioned
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 151 of 159
THE GROUP
THE COMPANY
Amounts in thousands €
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Operating leases collectable in 1 year
754
720
393
380
Subtotal 1: Short
-
term operating
leases
754
720
393
380
Operating leases collectable in 2 to 5
years
2.094
2.359
608
959
Subtotal 2
2.094
2.359
608
959
Operating leases collectable after 5
years
1.913
1.817
-
14
Subtotal 3
1.913
1.817
-
14
Subtotal 4 (=2+3): Long
-term
operating leases
4.007
4.176
608
973
TOTAL (=1+4)
4.761
4.896
1.002
1.353
5.26.
Contingent assets /
liabilities
– Litigations
Litigations
a) Administrative procedures for the compensation to former owners of the land on which the Hyatt Hotel
(subsidiary company BEOGRADSKO MESOVITO PREDUZECE) and other third party structures have
been constructed. Given the new data regarding the case and the lawyer's representation letter, the
company has calculated that the estimated value of the provision shall amount to a total of € 1.169 k.
b) Court cases filed against the subsidiary company BEOGRADSKO MESOVITO PREDUZECE standing
at € 1.104 k (less interest and surcharges) referring to the former employees demanding
compensation
due to termination of the employment relationship. Given the course of these cases, the Management of
the Group decided to recognize an equal amount of provision in the Financial Statements of the Group
during the current fiscal year, although the cases in question have not been heard yet.
Apart from the aforementioned, there are no other litigation or arbitration disputes of courts or arbitration
bodies that may have a significant influence on the financial statements or operations of the Group and
the Company beyond the provisions that have already been made (§ 5.16).
Unaudited tax years
The unaudited tax years of the Group companies are as follows:
The Company
Unaudited years
LAMPSA HELLENIC HOTELS S.A.
2018
- 2023
LUELLA ENTERPRISES LTD
2018
- 2023
TOURISTIKA THERETRA S.A. (BEFORE ABSORPTION)
2018 (10
month)
EXCELSIOR BELGRADE SOCIALLY OWNED HOTEL & CATERING TOURIST
ENTERPRISES
2018
- 2023
BEOGRADSKO MESOVITO PREDUZECE
2018
- 2023
MARKELIA LTD
2018
- 2023
ZALOKOSTA TOURISTIKI SINGLE MEMBER SPECIAL PURPOSE SA
2022 - 2023
ELATOS DEVELOPMENT SINGLE MEMBER PC
2022 (from 25.11) - 2023
KRIEZOTOU S.A.
2019 (from 05.06) - 2023
ATHINAIKI EPISITISTIKI SINGLE MEMBER P.C.
12.05.2023 to 31.12.2023
SELENE ENTERPRISES COMPANY LTD
2018
- 2023
For the unaudited tax years of the Group companies, there is a probability for additional taxes and
penalties to be imposed, during the period when they are examined and finalized by the relevant tax
authorities.
For the FYs 2011- 2022, the parent company and TOURISTIKA THERETRA S.A. were subject to tax
audit of the Certified Public Accountants as provided by Article 82, par. 5,
Law 2238/1994 and Article
65a, Law 4174/2013. Regarding the companies audited by Statutory Auditors and Auditing Firms in
respect of tax provisions, the issues are selected for tax inspection in compliance with Article 26, Law
Amounts in thousand Euro, unless otherwise mentioned
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 152 of 159
4174/2013, as effective. The tax inspection in question can be conducted within the FY, during which the
Tax Authorities are entitled to issue tax identification acts.
For the FY 2023, the tax audit of the Certified Public Accountants for the issue of the Tax Compliance
Report is in progress. The management does not expect that significant tax liabilities are to arise upon the
completion of the tax audit, other than those recorded and presented in the financial statements.
According to the relevant legislation, the audit and issue of tax certificates are optional for the years 2017
and onwards.
On 31/12/2023 the fiscal years until 31/12/2017 expired according to the provisions of par. 36 of Law
4174/2013, with the exceptions provided by the current legislation for the extension of the right of the Tax
Administration to issue an administrative act, estimated or corrective tax determination in specific cases.
It is estimated that no significant additional tax liabilities will arise for the unaudited tax years of the other
companies of the Group and, therefore, no relevant provision has been made.
5.27.
Guarantees
The Group and the Company have contingent liabilities and assets related to banks, other guarantees
and other matters arising in the ordinary course of business, as follows:
THE GROUP
THE COMPANY
Amounts in thousands €
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Liens on land plots and building for
provision of loans
90.121
96.000
90.121
96.000
Good performance LOG (to
municipalities)
-
832
-
832
Liens on land plots and building for
provision of loan in $
-
4.500
-
4.500
Guarantees to ensure liabilities and
LOC
87
1.167
87
1.167
6.
Risk
management
objectives
and
politics
The Group is exposed to financial risks such as market risk (exchange rates fluctuations, interest rates,
market prices, etc.), credit risk and liquidity risk.
The Group's financial instruments mainly include bank deposits, bank overdraft facilities, trade debtors
and creditors, loans to subsidiaries, related parties, dividends payable, derivative financial instruments
and lease liabilities.
The Company systematically monitors energy consumption in its facilities, aiming to continuously improve
its performance and limit consumption. In this context, the Company has implemented significant projects
to achieve energy savings such as:
• Installation of automation systems to manage cooling and heating of buildings, thus reducing
unnecessary losses.
• Use of natural gas in the coolers
• Installation of the instabus system that allows direct interconnection of the buildings' electrical
installations, so that power consumption could be regulated much more directly. The system was installed
in all the common areas, reception rooms and outdoor areas of the Company.
The war in Ukraine poses further challenges to the global economy. In addition to the purely human
aspect, which is most significant in any case, the disruption that has prevailed at the international level
since the beginning of 2022 due to the war between Russia and Ukraine in line with the war in Gaza at
the end of 2023 have caused a series of effects on the international economy, mainly at raw material and
energy prices level.
The Group and the Company are not significantly exposed
to the Ukrainian, Russian and Gaza markets.
Also, our contacts with the main reservation networks (North America and Western Europe), i.e. tourist
organizations, travel agencies, local offices of the management company and conference organizers -
groups, confirm to us that there are no reasons for cancellations or travel restrictions as a result of the
Amounts in thousand Euro, unless otherwise mentioned
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 153 of 159
war conflicts in the aforementioned areas. Therefore, there were no direct or indirect adverse
consequences to the income of 2023 for this reason.
Significant price increases in a series of products (food, beverages, consumables, materials, etc.) as well
as the transport costs due to the high increase in the price of fuel adversely affected the profitability of the
Group and the Company.
Regarding the risk from the increase in borrowing rates, on January 30, 2023, the Company signed a
Common Secured Bond Loan Agreement, with a term of twelve years and six months and an amount of
€ 75,100,470, under which "EUROBANK ERGASIAS SA", "ALPHA BANK SA." and "NATIONAL BANK
OF GREECE SA" agreed to cover, undertake and purchase the bond securities, which the Company will
issue and deliver to them. The product of the Bond Loan will be used exclusively and entirely for the
purpose of refinancing the Existing Bond Loan. The terms of the above loan are considered particularly
favorable in terms of performance, significantly reducing the interest rate granted in relation to the existing
loan and, by extension, the financial cost of the business.
Finally, an inability to find specialized staff and an increase in payroll expenses were observed. Human
resources are one of the most significant factors for the development of the Company and the objective
is to continuously invest in them. The Company rewards their efforts, provides incentives to increase their
productivity and at the same time offers a well organized, fully equipped and pleasant working
environment. It also continuously takes care of the satisfaction of its employees, offering in addition to
satisfactory salaries and a set of additional benefits that are analyzed in the non-financial information
section, further enhancing the excellent working climate.
Financial Risk Factors
The Group is exposed to financial risks such as changes in exchange rates, interest rates, credit risk,
liquidity risk and fair value interest rate risk. The overall risk management of the Group focuses on
unpredictability of financial markets and seeks to minimize potential adverse effects on the financial
performance of the Group.
Risk management is carried out by the central cash available management service, which identifies and
evaluates financial risks in cooperation with the services that face these risks. Prior to the relevant
transactions it is taken acceptance by officers with the right to bind the Company to its counterparties.
Currency Risk
The Group operates globally and conducts commercial and lending transactions in foreign currencies.
Therefore, it is exposed to exchange rate fluctuations (mainly, outside Greece, in Serbia). The Parent
Company's exposure to foreign exchange risk arises mainly from trade payables denominated in US
Dollar USD.
Financial assets and liabilities in foreign currency converted into Euro at the closing rate are as follows:
Amounts in thousands €
2023
2022
Nominal amounts
US$
US$
Financial assets
187
25
Financial liabilities
1.508
1.729
Short
-
term exposure
1.321
1.704
Financial assets
-
-
Financial liabilities
-
-
Long-
term exposure
-
-
Total
1.321
1.704
The following tables show the sensitivity of the result for the financial year as well as the equity in relation
to financial assets and financial liabilities and Euro/Dollar exchange rate.
We assume a change of approximately +3,
82%
as at December 31, 2023 (2022:-5,
81%)
in the
exchange
rate of EUR / USD. These percentages were based on the average market volatility in exchange rates.
Amounts in thousand Euro, unless otherwise mentioned
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 154 of 159
In case € increases compared to the above currency, with the percentages mentioned above, the impact
on the income statement for the year and equity will be as follows:
Amounts in thousands €
2023
2022
US$
US$
Income statement before tax
(56)
102
Equity
(44)
79
In case € decreases compared to the above currency, with the percentage mentioned above, the impact
on the income statement for the year and equity will be as follows:
Amounts in thousands €
2023
2022
US$
US$
Income statement before tax
61
(190)
Equity
47
(70)
The exposure of the Group to foreign exchange risk varies during the year depending on the volume of
transactions in foreign currency. However, the above analysis is considered representative of the Group's
exposure to currency risk.
Credit Risk
The majority of the Group’s sales are performed through credit cards, the credit sales though are made
to customers with evaluated credit history.
The Group's exposure to credit risk is limited to financial assets (instruments) which, at the balance sheet
date, are as follows:
Amounts in thousands €
THE GROUP
THE COMPANY
Financial assets categories
31.12.2023
31.12.2022
31.12.2023
31.12.2022
Cash and cash equivalent
31.573
41.398
25.007
31.605
Trade and other receivables
11.297
7.515
9.554
6.391
Total
42.870
48.913
34.560
37.996
Regarding trade and other receivables, the Group is not exposed to significant credit risk. The credit risk
in respect of
liquidation receivables and other short term financial assets is considered limited.
The Group's management considers that all the above financial assets that are not impaired at the
financial statements prep ration date
are of high credit quality, including those owed.
None of the financial assets of the Group has been mortgaged or committed to any other form of credit
insurance.
Liquidity Risk
The Group manages its liquidity needs by carefully monitoring the long-term financial liabilities as well as
the daily payments. Liquidity needs are monitored in various time zones, on a daily and weekly basis and
on a rolling 30-day period.
The liquidity needs for the next 12 months are determined monthly.
Liquidity risk is kept at low levels by maintaining sufficient cash and bank credit lines.
On 31.12.2023, the Group’s and the Company’s liquidity was robust, mainly due to the disposal of the
Sheraton Rhodes Resort Hotel Group as well as due to the operating cash flows. As a consequence, the
Company invested in Bonds, amounting as at December 31, 2023, to approximately €14.196 k, expecting
to benefit from the high interest rates offered, significantly improving its Financial Results. Moreover,
the
Company has proceeded, until the present report preparation date, with placing in Time Deposits an
amount of € 15.300 k, as these deposits were also offered under high interest rates and similarly contribute
to
maximization of Financial Results.
Amounts in thousand Euro, unless otherwise mentioned
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 155 of 159
On December 31, 2023, the Group and the Company had positive working capital of €15.032 k and
€12.
831
k respectively.
Maturity of the Group and the Company liabilities settled on cash basis is as follows:
THE GROUP
31.12.2023
Amounts in thousands €
Short
-term
Long-term
within 6 months
6 to 12
months
1 to 5 years
more than
5 years
Bank debt
-
900
0
-
Bond loan
4.050
4.050
34.980
47.301
Finance lease liabilities
299
299
1.730
32.738
Other long-term liabilities
-
-
-
0
Trade liabilities
6.715
-
-
-
Other short-term liabilities
9.539
-
-
-
Total
20.603
5.249
36.710
80.039
THE GROUP
31.12.2022
Amounts in thousands €
Short
-term
Long-term
within 6 months
6 to 12
months
1 to 5 years
more than
5 years
Bank debt
-
900
-
-
Bond loan
5.050
5.050
39.598
47.301
Finance lease liabilities
128
128
1.703
33.200
Trade liabilities
4.917
-
-
-
Other short-term liabilities
8.309
-
-
-
Total
18.403
6.078
41.301
80.502
THE COMPANY
31.12.2023
Amounts in thousands €
Short
-term
Long-term
within 6 months
6 to 12
months
1 to 5 years
more than
5 years
Bank debt
-
900
-
-
Bond loan
3.450
3.450
31.580
47.301
Finance lease liabilities
91
91
30
-
Trade liabilities
5.205
-
-
-
Other short-term liabilities
5.960
-
-
-
Total
14.705
4.441
31.610
47.301
THE COMPANY
31.12.2022
Amounts in thousands €
Short
-term
Long-term
within 6 months
6 to 12
months
1 to 5 years
more than
5 years
Bank debt
-
900
-
-
Bond loan
4.450
4.450
34.998
47.301
Finance lease liabilities
39
39
176
-
Trade liabilities
3.685
-
-
-
Other short-term liabilities
6.137
-
-
-
Total
14.310
5.389
35.174
47.301
The financial statements of the Parent and the subsidiaries have been prepared based on the going
concern principle as the Group Management assumes that given the currently available data and its
estimates of the impact of various external factors
on the financial sizes of the Group for the next 12
months, there will be sufficient liquidity in order to ensure the Group’s going concern.
Interest Rate Risk
Operational revenue and operational cash flows of the Group are substantially independent of changes in
market interest rates. The Group has assets of interest-bearing assets with fixed performance and the
policy of the Group is to maintain approximately total borrowings at floating rate. At the end of the
administrative period, the total borrowings were in floating interest rate loans.
Regarding the risk from the increase in borrowing rates, on January 30, 2023, the Company signed a
Common Secured Bond Loan Agreement, with a term of twelve years and six months and an amount of
€ 75.100.470, under which "EUROBANK ERGASIAS SA", "ALPHA BANK SA" and "NATIONAL BANK
Amounts in thousand Euro, unless otherwise mentioned
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 156 of 159
OF GREECE SA" agreed to cover, undertake and purchase the bond securities, which the Company will
issue and deliver to them. The product of the Bond Loan was used exclusively and entirely for the purpose
of refinancing the Existing Bond Loan. The terms of the above loan are considered particularly favorable
in terms of performance, significantly reducing the interest rate granted in relation to the existing loan and,
by extension, the financial cost of the business. In addition, the Company has made investments in Bonds
and Term Deposits with the aim of both utilizing its cash reserves and, as far as possible, indirectly
reducing borrowing costs.
The following table shows the sensitivity of the results for the financial year as well as the equity to a
reasonable possible change of interest rate of +1,0 % or -1,0%. It is estimated that changes in rates
logically reflect the market conditions.
01.01-31.12.2023
01.01-31.12.2022
Amounts in thousands €
1,0%
-
1,0%
1,0%
-
1,0%
Income statement before tax
(946)
946
(1.149)
1.149
Equity
(738)
738
(896)
896
Tax rate
22%
22%
At the same time, the Group holds financial instruments, bonds, whose fair value is subject to the risk of
changes in market interest rates. The relative risk, however, is estimated to be limited due to the
characteristics of these investments, while it should be noted that the purpose of these financial
instruments is their long-term holding until maturity.
Market Risk
Market risk arises from potential changes in market prices, i.e. exchange rates, interest rates, equity and
and energy prices, and can affect the value fluctuation of the financial instruments held by the Group and
the Company.
The Company has invested in bonds issued by highly reputable domestic credit institutions and mutual
bond funds of foreign financial institutions. The total value of the investments
as at December 31, 2023
approximates €14.196 k. These investments are long term with the objective of receiving the periodic
income they generate due to the high interest rates embodied. Indicatively, in the current year interest
gained amounted to approximately € 974 k.
The Group and the Company make efforts to manage and control their exposure to the market risk within
the acceptable limits.
7.
Capital
management
policies
and
procedures
The objectives of the Group in order to manage the capital are:
•
to ensure the ability of the Group to continue as a going-concern, and
•
to provide an adequate return to shareholders by pricing products according to the risk level.
The Group monitors capital on the basis of the amount of equity, less cash and cash equivalents as
reflected in the Statement of Financial Position. The capital for the years 2023 and 2022 is analyzed as
follows:
THE GROUP
THE COMPANY
Amounts in
thousands €
2023
2022
2023
2022
Total equity
99.155
101.565
87.937
93.057
Plus: Subordinated loans
Less: Cash and cash equivalents
(31.573)
(41.398)
(25.007)
(31.605)
Capital
67.582
60.167
62.931
61.452
Total equity
99.155
101.565
87.937
93.057
Plus: Loans
126.348
133.059
86.893
92.352
Total capital
225.502
234.624
174.830
185.409
Capital to Total capital
3/10
3/10
4/10
3/10
Amounts in thousand Euro, unless otherwise mentioned
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 157 of 159
The Group sets the amount of capital in relation to its overall capital structure, for example equity and
financial liabilities. The Group manages its capital structure and makes adjustments at the time when the
economic situation and the risk characteristics of existing assets change. In order to maintain or adjust
the capital structure, the Group may adjust the amount of dividends payable, return capital to
shareholders, issue share capital or sell assets to reduce debt.
8.
Fair value determination
The Group provides the necessary disclosures regarding fair value measurement through a three-level
hierarchy.
Financial items traded in active markets whose fair value is determined based on observable market prices
prevailing at the reporting date for similar assets and liabilities ("Level 1").
Financial items
not traded in active markets whose fair value is determined using valuation techniques
and assumptions based either directly or indirectly on observables market data at the reporting date
("Level 2").
Financial items not traded in active markets whose fair value is determined using valuation techniques
and assumptions
primarily based on observable market data ("Level 3").
As at December 31, 2023, the Group holds:
Financial items at fair value through other comprehensive income of €14.196 k, classified into Level 1.
The said items concern investments in bonds of international and domestic financial organizations.
In order to measure
financial assets classified as level 1, observable prices in active markets where the
financial assets in question are traded were used.
Gains from the valuation of these Financial Assets amounting to € 699 k have been recognised in the
Statement of Other Comprehensive Income for the period.
9.
Post Balance
Sheet
date
events
Α
) Announcement of Transaction Completion – February 7, 2024
Following its announcements as
of 31.07.2023, 02.08.2023, 06.11.2023 and 22.12.2023,
the Company
informs the investing public, that - in accordance with Article 17 of Regulation (EU) 596/2014 and Article
4.1.3.6 of Athens Exchange Rule Book and based on the approval decision of the Hellenic Gaming
Commission (HGC) (No. 5/1/29.01.2024) - the acquisition made by the 75% subsidiary Selene Enterprises
Company Limited of the share percentage (33,91%) of Regency Hellenic Investments S.A. and the
corresponding percentage of the loan (Senior Facility Loan) held by the credit institutions ALPHA BANK,
EUROBANK and NATIONAL BANK in Regency Entertainment S.A. was completed today, 07.02.2024.
Β
) Collection of Loan Receivables
On March 20, 2024 following the company's announcement of 24.08.2023, the repayment of the short
-
term bridge financing of €3.560.550 - granted to the company “Regency Entertainment Entertainment
and Tourism Sole Proprietorship" in order to cover the direct liabilities of its subsidiary company, i.e. the
company "North Star Entertainment and Tourism S.A."
in compliance with the provisions of PD 36/2023
– was completed.
Apart from the above,
no other events subsequent to the Financial Statements occurred, which concern
either the Group or the Company, to which reference is required by the International Financial Reporting
Standards.
Amounts in thousand Euro, unless otherwise mentioned
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 158 of 159
Athens, April 29, 2024
President of the BoD
Chief Executive Officer
Financial Director
CHLOE MARIA LASKARIDI
ANASTASIOS HOMENIDIS
KOSTAS KYRIAKOS
Amounts in thousand Euro, unless otherwise mentioned
ANNUAL FINANCIAL REPORT
for the period ended as at December 31, 2023
Page 159 of 159
Ε
.
Annual Financial Statements publication website
The Company annual financial statements, the Independent Auditor’s Report and the Report of the Board
of Directors for FY ended as at December 31st, 2023, have been posted on the Company website
.
The aforementioned Financial Statements will remain at the disposal of the investors for at least five (5)
years following the preparation date.
The financial statements of the consolidated non-unlisted subsidiaries of Lampsa Group are posted on
the internet, on
.