ANNUAL
REPORT
2023
Global Ports Holding PLC Annual Report 2023
Introduction
We have an established presence
in the key cruise markets of the world.
Global Ports Holding (‘GPH’) serves the needs of the world’s cruise lines,
ferries and megayachts through interests in a strategically located network
of ports in 14 countries.
We offer our customers and their passengers leading levels of service,
tailored to their needs, delivered with leading standards of safety, security
and performance worldwide. At the same time, our ‘all stakeholder’
philosophy brings a mindful approach to the development and promotion
of our destinations.
72.7
Adjusted EBITDA
(USD million)
+937%
62.0%
Adjusted EBITDA
margin
213.6
Revenue (USD million)
+66%
117.2
Adjusted revenue
(USD million)
+191%
1Global Ports Holding PLC Annual Report 2023
Financial statements Shareholder informationGovernance reportStrategic report
CONTENTS
Strategic report 1–63
2023 highlights 2
Where we operate 10
Business model 12
Chairman and CEO’s statement 16
Our strategy 22
Key performance indicators 28
Risk report 30
CFO’s statement 40
Market review 46
Operational review 50
Section 172 statement 56
Corporate responsibility 60
Governance report 70–118
Group background and structure 70
Chairman’s introduction 72
Board of Directors 74
Senior Executive Team 76
Corporate governance framework 78
Audit and Risk Committee report 86
Nomination Committee report 92
Remuneration Committee report 95
Directors’ report 116
Statement of Directors’ responsibilities 122
Financial statements 123–222
Independent auditor’s report 123
Consolidated statement of profit or loss
and other comprehensive income 130
Consolidated statement of financial position 131
Consolidated statement of changes in equity 132
Consolidated cash flow statement 134
Notes to the consolidated financial statements 135
Parent Company balance sheet 211
Parent Company statement
of changes in equity 212
Notes to the Parent Company
financial statements 213
Shareholder information 223-227
Glossary of alternative
performance measures (APM) 223
Company information 227
Read more on our
new ports on page 25
Our new additions
to the network
Read more on our
Operational review on pages 50 to 55
Our global enterprise
2 Global Ports Holding PLC Annual Report 2023
128.4
213.6
40.3
117.2
17.4
62.0
7.0
72.7
-44.5
-10.5
-29.7
28.2
2023
10%
20%
13%
23%
34%
2022
24%
6%
18%
15%
37%
Strategic report
2023 highlights
Activity levels across the global cruise sector increased significantly during
the Reporting Period. The global cruise fleet returned to sailing as Covid-19
travel restrictions were phased out. Occupancy rates, which were depressed
at the start of the Reporting Period, increased steadily, driving a significant
increase in the volume of passengers we welcomed to our ports. We made
significant progress in growing the number of cruise ports in our network, with
the signing of concession agreements for Alicante Cruise Port, Fuerteventura
Cruise Port, Lanzarote Cruise Port and Las Palmas Cruise Ports in Spain;
Prince Rupert Cruise Port, Canada; and San Juan Cruise Port, Puerto Rico.
2023 2022
Revenue
(USD million) +66%
213.6
Operating profit
(USD million)
28.2
Adjusted revenue breakdown
(%)
Adjusted revenue
(USD million) +191%
117.2
Adjusted EBITDA
margin (%)
62.0%
Adjusted EBITDA
(USD million) +937%
72.7
Loss after tax
(USD million)
10.5
Americas
West Med &
Atlantic
Central Med
East Med &
Adriatic
Other
3Global Ports Holding PLC Annual Report 2023
Financial statements Shareholder informationGovernance reportStrategic report
Group highlights
• Activity levels across all our cruise
ports increased significantly during
the Reporting Period.
• Occupancy rates at our ports rose
steadily over the Reporting Period,
driven by the easing of travel
restrictions and the measured build-
up of cruise line operations.
• Adjusted revenue, which excludes
IFRIC 12 construction revenue,
was USD 117.2 million for the 12
months to 31 March 2023, compared
with USD 40.3 million in the prior
Reporting Period (12 months ended
31 March 2022). Total revenue was
USD 213.6 million for the 12 months
to March 2023, compared with
USD 128.4 million.
• Segmental EBITDA of USD 80.0
million was up strongly on the USD
12.9 million in the prior Reporting
period, generating a segmental
EBITDA margin of 68.3%.
• Adjusted EBITDA rose strongly
to USD 72.7 million compared
with USD 7.0 million in the prior
Reporting Period.
• Loss before tax of USD 9.5 million
compared with a loss of 43.9 million
in the prior Reporting Period.
Underlying profit for the Reporting
Period was USD 13.5 million.
• Passenger volumes rose strongly,
our consolidated and managed
portfolio ports welcomed 9.2 million
passengers, a 281% increase on the
prior Reporting Period.
• Passenger growth was positive
in all regions and ports, however
the growth at Ege Cruise Port
and Nassau Cruise Port was
particularly strong.
• Our investment programme in
Nassau was largely completed
during the Reporting Period. We
were delighted to open the new
arrivals terminal shortly after the
end of the Reporting Period and
we welcomed local and industry
stakeholders to the official opening
of the new facilities in May 2023.
• Our strategic ambition to grow
the number of cruise ports in the
network took a significant leap
forward, with the addition of
seven cruise ports. Alicante Cruise
Port, Fuerteventura Cruise Port,
Lanzarote Cruise Port, Las Palmas
Cruise Port, Tarragona Cruise Port
and Vigo Cruise Port in Spain all
joined the network during the
Reporting Period. We also added
our first cruise port in North
America, Prince Rupert Cruise Port,
Canada.
• In addition we signed a concession
agreement for San Juan Cruise Port,
Puerto Rico and a Memorandum of
Understanding (MoU) for St Lucia
Cruise Port, St Lucia, with both
expected to join the network in the
2024 Reporting Period.
• Shortly after the Reporting Period’s
end, we completed a 19-year
extension for Ege Cruise Port.
Current trading and outlook
• The near-term and long-term
outlook for the cruise industry is
very positive.
• Near-term, the global cruise fleet is
now fully redeployed, occupancy
rates are generally back above
100%, and many cruise lines have
broken booking records for the
2023 season. Industry passenger
volumes in the 2023 cruise season
are expected to hit record levels and
in the 2024 Reporting Period GPH
expects to welcome a record 11.8
million passengers to its ports.
• Long-term, the cruise ship order
book remains strong and signals
continued growth in the industry’s
capacity for many years to come.
• The continued growth of the
cruise industry means the cruise
port industry must invest in port
infrastructure and operating
capabilities so that it can
successfully manage this
expected growth.
• We believe GPH is well-positioned
to play a pivotal role in this process
and are confident of further delivery
of our inorganic growth strategy in
the years ahead and look forward to
a record performance in the 2024
Reporting Period.
Rise in cruise passengers
We were delighted to welcome
9.2 million passengers to our ports,
a significant increase year-on-year.
We expect to deliver further strong
passenger growth in the Reporting
Period ahead.
New ports added
We added seven cruise ports to
our network during the Reporting
Period and await closing on a
further two ports.
Record/further significant
port investment
We continued to invest in
transforming our ports, investing
USD 98.1 million in our ports in
the Americas.
9.2m
Passengers – a record number of
passengers handled by GPH
7
New cruise port operations were
added during the Reporting Period
$117.2m
Adjusted revenue rose 191%, driven by
the significant increase in cruise activity
4 Global Ports Holding PLC Annual Report 2023
Ege Port Kusadasi
A TURKISH
JEWEL IN
THE CROWN
Ege Port Kuşadası welcomed a strong
recovery in cruise passenger volumes
during the Reporting Period.
5Global Ports Holding PLC Annual Report 2023
Financial statements Shareholder informationGovernance reportStrategic report
Unrivalled
Ege Port Kuşadası (Ege Port) is the jewel in the Turkish
cruise port crown. The port is in the beach resort town
of Kuşadası on the Western Aegean. It is the gateway
to numerous historical sites, including the ruins of the
ancient city of Ephesus and the house of the Blessed
Virgin Mary.
As well as offering an exciting and inspiring shore
excursion programme, the port has an extensive retail
offering at the Scala Nuova Village, which is ever
popular with passengers.
Ege Port is where it all began for GPH in 2003. As GPH
has grown to become the world’s largest independent
cruise port operator, Ege Port has remained a key port
within our network. In the Reporting Period, Ege Port
recovered strongly from Covid-19 and the geopolitical
issues that had held back passenger volumes at the
port since 2017, delivering a record performance when it
welcomed 600,000 passengers in the Reporting Period.
Shortly after the end of the Reporting Period, we
successfully extended our concession for Ege Port,
by an additional 19 years, to 2052. In exchange for the
extension of the original concession, Ege Port paid an
upfront concession fee of 725.4 million TRY (USD 38
million). Ege Port also committed to investing up to 10%
of the upfront concession fee within the next five years
into improving and enhancing the cruise port and retail
facilities at the port. In addition, Ege Port will pay an
additional concession fee equal to 5% of gross revenues
during the extension period starting after July 2033.
Further investment
The strong passenger volumes experienced in the
Reporting Period are expected to continue. To support
this volume, we are planning some small investments
into our facilities at the port.
This investment includes a new check-in hall and
luggage screening area and x-ray equipment. We also
plan to expand and improve the shopping experience
within the terminal with a new duty-free area and a
‘walkthrough’ concept.
Ege Port has delivered
significant growth
in cruise passenger
volumes
2023 Reporting Period
passenger volumes
0.6m
2022 Reporting Period
passenger volumes
0.01m
2019 Reporting Period
passenger volumes
0.3m
6 Global Ports Holding PLC Annual Report 2023
Canary Islands
SAILING INTO
THE CANARY
ISLANDS
Our entry into the Canary Islands cruise
market is an exciting expansion of our
cruise port network.
During the Reporting Period, GPH’s joint subsidiary,
Global Ports Canary Islands S.L., an 80:20 joint venture
between GPH and our local partner Servicios Portuarios
Canarios, signed a concession agreement and began
operating three cruise ports in the Canary Islands.
The agreement covers Fuerteventura Cruise Port and
Lanzarote Cruise Port under 20-year concessions and
Las Palmas Cruise Port under a 40-year concession.
These ports welcomed ca. 1.5 million passengers in 2019
and are the third busiest in Spain by passenger volume,
behind only Barcelona Cruise Port and the Balearic
Islands and in the top 20 in Europe. The ports are key
destinations for Southern Atlantic itineraries, with strong
airlift connectivity, particularly to mainland Europe
making Las Palmas a key turnaround port in the region.
Winter destination
The mild winter climate in the region means that cruising
volumes are generally strongest during the winter
season, providing a nice balance to our other European
ports, which are quieter during the winter months.
The joint venture will invest up to approximately EUR
42 million into constructing new cruise terminals in
Las Palmas Cruise Port and Lanzarote Cruise Port and
demountable terminal facilities in Lanzarote Cruise Port
and Fuerteventura Cruise Port.
The sustainability of our operations is a key consideration
for the Board and Senior Management. This project will
focus on positioning the ports for a sustainable future
through the use of sustainable resources, including the
new 14,400m
2
terminal at Las Palmas Cruise Port which
will utilise onsite generated sustainable energy and will
be built using recycled materials.
GPH plans significant
sustainable investment in
the cruise port facilities
Planned investment
EUR 42m
Number of cruise ports
3
New terminal buildings
2
7Global Ports Holding PLC Annual Report 2023
Financial statements Shareholder informationGovernance reportStrategic report
The Canaries are very popular for
winter cruising vacations due to
the archipelago’s mild climate.
8 Global Ports Holding PLC Annual Report 2023
Nassau
A PORT
TRANSFORMED
Nassau Cruise Port is a port that has been
transformed into one of the world’s leading
cruise ports.
9Global Ports Holding PLC Annual Report 2023
Financial statements Shareholder informationGovernance reportStrategic report
Nassau Cruise Port has been transformed under
GPH’s stewardship.
Our investment into this port has created a world-class
cruise port, with enhanced capacity and redeveloped
and extended recreational, entertainment, shopping
and food and beverage areas.
Marine works
Our investment into the port included a significant
enhancement to the marine infrastructure. We repaired
and extended the Prince George Wharf and expanded
the port’s capacity by adding a new sixth berth. The
addition of this sixth berth created the capacity for
the port to accommodate up to three Oasis-class
vessels simultaneously.
In addition, we repaired and improved the surface of all
the piers and installed 1,735 feet of shade pergolas along
the piers.
Landside
Our work to transform the landside and the passenger
experience included significant land reclamation work
to expand the footprint of our landside facilities. Our
completed facilities include a new three-storey terminal
building, a Junkanoo museum, event and entertainment
spaces, an amphitheatre, unique local stores, and new
food and beverage facilities.
We have worked closely with local vendors, including
providing training where necessary, to ensure that the
retail offering provides a high-quality local Bahamian
experience for the cruise passengers.
Record breaking
The return to uninterrupted cruising during the
Reporting Period meant that the increased capacity at
the port, created by our investment, was able to set a
number of records.
In December 2022, the port welcomed six cruise ships
simultaneously on two consecutive days, a first for
the port. And shortly before the end of the Reporting
Period, the port hosted 28,554 cruise passengers on the
same day, setting a new record for the port. Including
the crew count, this figure increases to close to an
incredible 40,000 people.
Nassau Cruise Port,
transformed into one
of the world’s leading
cruise ports
2023 Reporting Period
passenger volume
3.8m
2022 Reporting Period
passenger volume
1.3m
Berths
6
Nassau
Vigo
Fuerteventura
Las Palmas
Lanzarote
Antigua &
Barbuda
Ha Long
Singapore
Lisbon
Málaga
Barcelona
Cagliari
Tarragona
Valletta
Bodrum
Kuşadası
Zadar
Catania
Port of Adria
Venice
Prince Rupert
Bar
La
Goulette
Taranto
Kalundborg
Crotone
Alicante
10 Global Ports Holding PLC Annual Report 2023
A GROWING
GLOBAL
NETWORK
Where we operate
A globally diversified cruise port
network with operational and
management synergies.
As the world’s leading cruise port operator, Global Ports
Holding has an established and growing presence in
the Mediterranean, the Americas, the Caribbean and
Asia-Pacific regions.
The meaningful return to cruising in
the Reporting Period resulted in a
significant increase in activity levels
across GPH’s cruise port network.
Our inorganic growth strategy
made further significant progress
during the Reporting Period. This
expansion was particularly strong
in Spain, where we added Alicante
Cruise Port, Fuerteventura Cruise
Port, Lanzarote Cruise Port, Las
Palmas Cruise Port, Tarragona Cruise
Port and Vigo Cruise Port. We also
added our first cruise port in North
America, Prince Rupert Cruise Port,
Canada.
In addition, we signed a concession
agreement for San Juan Cruise Port,
Puerto Rico and a MoU for St Lucia
Cruise Port, St Lucia. Both ports
are currently expected to join the
network before the end of the 2024
Reporting Period.
14
Countries
27
We operate or invest in
27 ports worldwide
Nassau
Vigo
Fuerteventura
Las Palmas
Lanzarote
Antigua &
Barbuda
Ha Long
Singapore
Lisbon
Málaga
Barcelona
Cagliari
Tarragona
Valletta
Bodrum
Kuşadası
Zadar
Catania
Port of Adria
Venice
Prince Rupert
Bar
La
Goulette
Taranto
Kalundborg
Crotone
Alicante
11Global Ports Holding PLC Annual Report 2023
Financial statements Shareholder informationGovernance reportStrategic report
Cruise port
Commercial port
• Unrivalled size and reach: GPH
operates the world’s largest
independent cruise port network.
Our strong presence in the world’s
leading cruise markets and strong
track record of infrastructure
investment and operational know-
how represent a barrier to entry
for aspiring competitors.
• Long-term revenues: The
concessions we operate are long
term in nature.
• Year-on-year organic expansion:
The number of cruise ships
continues to grow, and the ships
are getting larger, leading to
increased demand for new and
comprehensive port infrastructure
and services.
• Ancillary revenue growth: There
are significant opportunities
to grow ancillary services at
our ports and third-party
operated ports.
• A single, effective Group: Our
unified approach opens up
operational synergies, global
standards and best-practice
sharing across our network.
• Flexible business model: Our
business model is inherently
flexible. A significant portion of
our costs rise and fall with cruise
ship calls and passenger volumes.
• Strong cash-generative business
model: Our business model
requires low working capital
and limited maintenance Capex,
ensuring strong cash conversion.
• Market leader: The growth and
size of our network, coupled
with our unrivalled success in
investing and transforming cruise
port infrastructure, supported
by a proven management team
with deep experience in port
investments, operations and
marketing, makes GPH the
demonstrable market leader.
Port network
The map shows the location of each
port that GPH operates or invests in
as of 31 March 2023.
12 Global Ports Holding PLC Annual Report 2023
Business model
WE FOCUS ON GENERATING
BOTH ORGANIC AND
INORGANIC GROWTH
WHAT WE DO
1. Primary port revenue: revenue mainly derived
from handling cruise ships and their passengers
and crew through terminal services, port services
and marine services.
These revenues are generated primarily through
per passenger charges for a range of core
services at each port.
Examples of primary port services:
• Terminal services: embarkation and
disembarkation services, check-in, luggage
operations and security;
• Port services: berthing and mooring; and
• Marine services: pilotage and towage.
2. Ancillary revenue: revenue from a portfolio of
additional services offered at each port.
Examples of ancillary services:
• Ancillary port services: stevedoring and
waste removal;
• Destination & shoreside services: guest
information centers and transportation
services;
• Area & terminal management: retail & duty-
free shops, and food & beverage outlets;
• Crew services: catering, crew lounges and
transportation.
Our mission and our values underpin our business
Read more on page 19
We consider our cruise revenue based on two defined segments:
GPH will partner with local stakeholders to deliver
these services, providing an authentic local
experience in the port and helping to integrate the
port into the fabric of the local economy.
The services available at each port may vary
according to the specifics of the concession or
management agreement as well as the physical layout
and location of the port. The focus is on providing the
most efficient, flexible and value-added services at
each port.
Cruise port development: Our inorganic growth
strategy is a core component of our business
model and strategy. We transform cruise ports
through carefully considered investment in a port’s
infrastructure and the adoption of our global
standards and best-practice sharing from across
our network.
13Global Ports Holding PLC Annual Report 2023
Financial statements Shareholder informationGovernance reportStrategic report
Our organic growth strategy focuses on attracting more cruise calls and passenger volumes
through our superior service proposition at our well-invested ports and the successful
marketing of our ports and destinations. We then target growth in revenue yield per passenger
primarily through the introduction and expansion of our primary port services and ancillary
services offerings.
Our inorganic strategy focuses on carefully targeted expansion of our cruise port network,
primarily through long-term concessions. We then enable each port to reach its full potential.
Where appropriate, we invest significantly in enhancing, expanding and transforming the cruise
port infrastructure, before harnessing our global best practice and experience to generate
strong returns.
KEY INPUTS & DRIVERS
Cruise passenger volumes
The most important driver of our cruise operations
is cruise passenger volumes. They underpin most of
our revenue and are the key to successfully delivering
organic growth. Passenger volumes are driven by the
number of calls at our ports, each ship’s capacity and
occupancy rate.
Typically, cruise lines set itineraries 12–18 months in
advance, and cruise ships sail with occupancy levels of
over 100%, which provides good short-to medium-term
visibility on our most important driver of our business.
In the medium to long term, growth in passenger
volumes across the industry is supported by the global
cruise ship order book and the rising number and
capacity of the cruise ships coming to the market. This
visibility over future industry growth is invaluable for
anticipating trends and is crucial for the long-term
planning of all stakeholders.
We explore this in detail in the Market review on pages
46 to 49.
Ancillary services
In addition to our primary port revenue, ancillary
revenues are central to our business model, improving
each port’s profitability and guest experience through
destination & shoreside services, area & terminal
management services, and crew services.
Costs
Flexible costs are a vital component of our model and
success. Our ports always contend with monthly, weekly
and daily changes in resourcing needs. A significant
share of our costs rise and fall with volume, using third
parties and contractors to best match the ports’ staffing
needs daily.
Cruise infrastructure development
The rising number and capacities of cruise ships are
creating exciting opportunities and potential risks
for cruise ports. The current infrastructure at many
ports cannot handle the size of ships or the number
of passengers they will bring. Significant investment
in cruise port infrastructure will be critical to many
cruise ports maintaining their place in the industry.
This investment need is a significant driver of new port
opportunities for GPH.
Competitive advantage
Our cruise ports are located in some of the world’s most
enticing, must-see destinations. One cannot replicate
the allure of these destinations just anywhere. The
waterfronts surrounding our ports are nearly always
largely developed and carefully protected, creating a
significant competitive advantage.
Creating value and delivering for our customers and
stakeholders
Our global operating procedures bring best practice
to a port, learned and honed from our experiences
worldwide in a way a singular port would find hard
toachieve.
Our ‘all stakeholder’ approach brings a mindful
approach to developing cruise ports and promoting
our destinations. By addressing every stakeholders’
needs– passengers, cruise lines, crew, ports, regulators
and destinations – we believe we create a virtuous circle
withbenefits for all.
14 Global Ports Holding PLC Annual Report 2023
Business model continued
OUR USPs
Size and scale
We are the world’s largest independent cruise
port operator. We have a proven track record
of transforming cruise ports and terminals into
world-leading destinations and delivering excellent
customer experiences. Due to our reputation as a
leading and reliable port operator, GPH is the natural
partner for cruise lines and local stakeholders.
Operational excellence
We excel at operating our ports and running
them professionally and safely. We are significant
investors in optimisation technology, including our
proprietary GPH Health, Safety and Environmental
(HSE) Policy and cloud-based port operating
systems. We understand all stakeholders’ needs
and bring a mindful ‘all stakeholder’ approach to
developing destinations.
Our strategy
Read more about our strategy on pages 22 to 27
Modern infrastructure
GPH brings significant cruise port investment
experience to our destinations. Where appropriate,
we invest significantly in enhancing and expanding
cruise port infrastructure, with state-of-the-art
cruise terminals and modern and energy-efficient
equipment, increasing capacity and driving a step
change in the cruise lines and passenger experience,
while simultaneously increasing the economic benefit
of cruise passengers to the destination.
Marketing and influential strength
Our local management teams leverage our
centralised marketing capability to promote and
present a superior branded value proposition for our
destinations and all stakeholders as an integrated
cruise port network.
15Global Ports Holding PLC Annual Report 2023
Financial statements Shareholder informationGovernance reportStrategic report
OUR STAKEHOLDERS
Passengers
We aim to deliver a great experience at every port for
every passenger. We believe our focus on well-invested
terminals, complemented by the provision of a portfolio
of ancillary services, plays a key role in passenger
satisfaction with both the port and destination.
Cruise lines
Cruise lines are both our customers and our partners.
Our focus on global best practice operating standards
ensures a uniformity of the services and service levels
that a cruise line experiences at our ports. Our well-
invested facilities increase a destination’s attractiveness
to its passengers, and our ancillary services improve
passenger satisfaction.
Staff and contractors
Our people are central to our business, and we have
a diverse direct and indirect workforce who all play a
role in developing and maintaining the culture of our
business. We aim to create an environment where our
people feel valued and are encouraged to develop and
grow their careers. The health & safety of everyone
who works at or passes through one of our ports is our
single most important priority. Our HSE Manual, based
on international standards, is constantly reviewed and
refined if necessary. Read more on pages 60 to 66.
Our stakeholders
Read more about how we engage with our stakeholders on pages 56 to 59
Government
Local and central governments are key stakeholders
in our ports. We drive economic growth in their local
communities by attracting rising passenger volumes
and increasing passenger spend in local economies.
We work closely with local and central governments,
often providing a significant investment that ensures
their cruise port’s and local tourism industry’s future
for decades ahead.
Local communities and local stakeholders
While tourism brings vital income, employment and
multiplier effects to local communities, we are also
sensitive to our local communities and stakeholders’
broader needs. We work hard to ensure that passenger
numbers benefit the local economy without putting
undue pressure on the local environment.
Our HSE Manual sets down recognised procedures
for protecting the environments in which we operate.
Where possible, we work with all stakeholders on
sustainable processes and solutions, such as clean
energy provision at our ports. Read more about our
Environmental Policies on pages 60 to 66.
Our ports regularly engage and work with their local
communities to raise funds and help local people and
charities. You can read more about our corporate
responsibility on pages 60 to 69.
16 Global Ports Holding PLC Annual Report 2023
Chairman and CEO’s statement
STRUCTURAL
GROWTH RETURNS
During the Reporting Period, we welcomed the
continued easing and eventual lifting of global travel
restrictions, the steady return of the global cruise
fleet to sailing, and a consistent increase in cruise
passenger volumes as occupancy rates rose. By the
end of the Reporting Period, our journey to recovery
was complete.
We welcomed 9.2 million passengers at our
consolidated and managed ports in the Reporting
Period, with 2.5 million passengers handled in the
three months to 31 March 2023, compared to a
previous high for this period of 1.8 million.
By the end of the Reporting Period,
we had achieved a number of
significant milestones for the Group:
• Welcomed 9.2 million cruise
passengers across our
consolidated and managed
portfolio.
• Nassau Cruise Port had several
days of hosting six cruise ships
simultaneously and welcomed
over 28,000 passengers in a
single day.
• In May 2023 the port hosted its
grand opening party, welcoming
over 500 local and industry
partners to experience new
upland facilities and the fantastic
experience that now awaits cruise
passengers at the port.
• Seven new cruise ports added to
our network, including our first in
North America.
• Concession agreement signed for
San Juan Cruise Port and an MoU
for St Lucia Cruise Port.
• Shortly after the end of the
Reporting Period, we extended
our concession for Ege Port, by
19 years.
The scheduled growth in the global
cruise fleet in the year ahead will
drive available berth capacity
across the industry to new highs
and with strong forecast growth
for the global cruise fleet and 11.8
million passengers expected at our
consolidated and managed ports in
the 2024 Reporting Period, we look
towards the future with confidence.
17Global Ports Holding PLC Annual Report 2023
Financial statements Shareholder informationGovernance reportStrategic report
a single day, and Ege Port in Türkiye,
welcomed Odyssey of the Seas, the
largest-ever cruise ship to call at
a Turkish port. Kalundborg Cruise
Port, Denmark, hosted AIDAnova,
the largest ship ever to call at
the port.
At the start of the Reporting Period,
Tarragona Cruise Port, Spain joined
the network following the signing of
a 12-year concession with a six-year
extension option. Through a 50:50
joint venture with local partners,
we started non-exclusive cruise
port operations at Vigo Cruise
Port, Spain, under a concession
agreement that currently runs until
the end of 2024.
In August 2022 we added three
ports in the Canary Islands, Spain
when our 80:20 joint venture
between GPH and our local partner
Servicios Portuarios Canarios,
signed three concessions. We
signed 20-year concessions for
Fuerteventura Cruise Port and
Lanzarote Cruise Port and a 40-
year concession for Las Palmas
Cruise Port. Our Spanish operations
expanded further when the same
joint venture signed a 15-year
concession for Alicante Cruise Port
in March 2023.
In addition, we signed a 30-year
concession agreement for one of the
largest cruise ports in the Caribbean,
San Juan Cruise Port, Puerto
Rico. Closing of this agreement is
expected in the 2024 Reporting
Period for what is a strategically
important port in the Caribbean.
San Juan Cruise Port is perfectly
positioned to be included in both
Eastern Caribbean and Southern
Caribbean itineraries, and its
airport and hotel infrastructure,
combined with the fact that Puerto
Rico is a US territory, means it is
also an attractive and popular
homeport destination.
Ege Port concession extension
Shortly after the end of the
Reporting Period, GPH extended
its concession agreement for Ege
Port, the jewel in the Turkish cruise
port crown.
The concession agreement was due
to expire in July 2033, and following
this extension agreement, it will
now expire in July 2052. In addition
to increasing the length of the
concession, the extension process
resulted in GPH increasing its equity
stake in the port to 90.5% from 72.5%.
In exchange for extending the
existing concession agreement, Ege
Port has paid an upfront concession
fee of TRY 725.4 million (USD 38
million) and will pay a variable
concession fee equal to 5% of its
gross revenues during the extension
period starting after July 2033. In
addition, Ege Port has committed
to invest up to a further 10% of the
upfront concession fee within the
next five years into improving and
enhancing the cruise port and retail
facilities at the port.
We also extended at no cost our
concession at Cagliari Cruise Port
for two years to December 2029.
Significant expansion
Inorganic growth is a core
component of our strategy, and
we remain very focused on the
continued successful delivery of
ourinorganic growth strategy.
We believe that the growth and size
of our network and our unrivalled
experience and success in investing
and transforming cruise port
infrastructure makes GPH the
demonstrable market leader in
cruise port development.
Cruise ports are facing both exciting
prospects and potential challenges
due to the growing number and
capacity of cruise ships. Many ports’
current infrastructure cannot support
the growing size of the latest cruise
ships or the anticipated influx of
passengers that the higher ship
capacities will bring. As a result,
many cruise ports will need to make
significant infrastructure investments
if they want to remain competitive
and relevant. This need for
investment into port infrastructure
and the benefits to all stakeholders of
the adoption of global best practice
is a significant driver of GPH’s
pipeline of new port opportunities.
The impact of this growth and
expansion of the industry was
seen throughout our port network
in a series of records during the
Reporting Period. Nassau Cruise
Port has hosted a record six
cruise ships simultaneously and, in
February 2023, welcomed a record
28,554 cruise passengers in a single
day. Zadar Cruise Port, Croatia,
hosted a record four cruise ships in
GPH is well-positioned for
further significant growth.
We look forward to the future
with excitement and optimism.
Mehmet Kutman, Executive Chairman, CEO and Co-Founder
18 Global Ports Holding PLC Annual Report 2023
confirmed that it had received an
approach regarding a potential
cash offer for all of the shares in the
Company by SAS Shipping Agencies
Services Sarl (SAS), a wholly owned
subsidiary of MSC Mediterranean
Shipping Company. On 12 July 2022,
GPH’s Board of Directors announced
that it had terminated these talks,
and SAS confirmed that it did not
intend to make an offer for GPH.
Strategic review
In January 2023, we announced that
we were undertaking a strategic
review of the Group’s current capital
and financing structure, including a
range of potential corporate activity
including strategic investments, joint
ventures and new partnerships, for
the purpose of exploring ways to
maximise value for all stakeholders.
The Board continues to evaluate the
optimal balance sheet structure and
alternative funding options for the
Group to achieve a stable, long-term
funding base for the Group.
Sustainability
GPH has always strived to be a good
corporate citizen. We take care to
minimize the environmental impact
of our operations. We work closely
with local stakeholders and engage
with local charities to raise funds
and support our local communities.
The safety, health and wellbeing
of our people is of paramount
importance to the Board and
senior management.
We recognize that we face a climate
crisis, and there is an urgency
to act and for everyone to play
a role in transitioning to a low-
carbon economy and sustainable
business operations. Therefore, we
are formalizing our sustainability
strategy, including setting and
reporting on goals and targets.
We are taking steps to accelerate
our sustainability journey. We
acknowledge the need to implement
the Task Force on Climate-related
Financial Disclosures (TCFD)
requirements by next year’s Annual
Report. As a first step, we have
created a sustainability working
group from across the organization
and have appointed independent
sustainability consultants to help us
on our sustainability journey.
During the 2024 Reporting
Period, we will undertake our
first assessment using the TCFD
framework and plan to publish
our first report aligned with TCFD
requirements in the Group’s 2024
Annual Report.
While this will formalize our
sustainability strategy, we continue to
work on a range of exciting projects,
such as those to increase our use of
solar power at our ports. During the
Reporting Period, our redevelopment
at Nassau Cruise Port was selected
by Seatrade Cruise as a finalist in
the Sustainability Initiative of the
Year category. This project includes
several substantial eco-friendly
design elements, including the
production of 1.5MW of solar power,
full facility LED lighting, low water
usage plans, full facility recycling
plans, and incorporation of new
green space into the downtown core.
At the same time, we have worked
closely with the local population
to create direct and indirect
employment opportunities, including
providing training to local vendors.
In addition to GPH’s direct
environmental impact, we continue
to work with governments and
local authorities on projects to help
facilitate the introduction of low-
carbon fuel or power at our ports.
In Malta, Infrastructure Malta and
Transport Malta’s EUR 50 million
project to introduce shore power
at Valletta Cruise Port, is due to
complete soon and is expected
to reduce emissions in the Grand
Harbour by 90%.
I look forward to reporting on
the progress of our sustainability
strategy and journey in our 2024
Annual Report.
The future
The outlook for the global cruise
industry has perhaps never
been stronger.
Cruise operations
Across our consolidated and
managed port network we
welcomed 9.2 million passengers
in the Reporting Period, a 281%
increase on the prior Reporting
Period. Delivering Adjusted revenue
of USD 117.2 million and Adjusted
EBITDA of USD 72.7 million,
materially ahead of, post 2022 full
year results, market expectations.
As travel restrictions were removed
during the Reporting Period, we
experienced a significant increase in
cruise activity across our network.
And as cruise line operations
normalised and booking trends
returned to pre-pandemic norms,
this increased activity led to a
significant increase in passenger
volumes as cruise ship occupancy
rates rose.
Trading in the Americas was
particularly strong, with 4.4 million
passengers welcomed at our ports
in this region. The work to transform
Nassau Cruise Port is now complete.
In May 2023 the port hosted its
grand opening party, welcoming
over 500 local and industry
partners to experience new
upland facilities and the fantastic
experience that now awaits cruise
passengers at the port
The addition of this port to the
network in 2019 was a pivotal
moment for GPH and the completion
of this port’s transformation is
of equal importance. It is a clear
demonstration of our port investment
and transformation capabilities.
Board and management
In May 2022, Emre Sayin, CEO,
stepped down from his role to
pursue new business opportunities.
At this time, I took on the Chief
Executive role. I want to thank Emre
on behalf of the Board of Directors
for his commitment and leadership
throughout his tenure at GPH.
Aborted takeover
As reported in our 2022 Annual
Report, on 15 June 2022, GPH
Chairman and CEO’s statement continued
19Global Ports Holding PLC Annual Report 2023
Financial statements Shareholder informationGovernance reportStrategic report
The global cruise fleet is now fully
redeployed, occupancy rates are
generally back above 100%, and
many cruise lines have broken
booking records for the 2023 season.
Looking further into the future, the
global cruise industry’s medium
to long-term structural growth
dynamics have been largely
unaffected by Covid-19.
The current cruise ship order book
indicates that by the end of 2027,
passenger capacity across the
industry will have grown to over 40
million, a growth rate of 45% from
pre-Covid-19 levels.
We expect this growth will be a key
driver of positive organic growth at
GPH over the medium- to long-term
as passenger volumes rise across
our port network. Most significantly,
we believe that this growth increases
the need for cruise ports to invest in
their facilities to accommodate the
growth in passenger volumes.
GPH’s significant experience and
know-how in port and destination
development, destination marketing
and global cruise port operations
means we are well-positioned to
play a pivotal role in the continued
development and growth of the
global cruise industry.
We look forward to the future with
excitement and optimism.
Mehmet Kutman
Executive Chairman, CEO
and Co-Founder
Our 2024 reporting period
• We expect to welcome a
record 15.8 million cruise
passengers across our network
of consolidated, management
and equity accounted ports in the
2024 Reporting Period.
• Reach financial close on San Juan
Cruise Port, Puerto Rico.
• Sign a concession agreement for
St Lucia Cruise Port, St Lucia.
• Conclude our review of Port of
Adria, including its potential sale.
• Conclude our strategic review,
which includes a range of
potential corporate activity
including strategic investments,
joint ventures and new
partnerships.
• Significantly expand our Ancillary
Port Services operations.
• Successfully accelerate our
sustainability programme.
Our purpose is to be a key enabler of cruise tourism
in our destinations for the benefit of all stakeholders.
Best operating
model
To create the best
operating model for
ports, and continuously
improve by learning
from each other
and integrating
best practices across
our facilities.
Best partner/
service provider
To be the best partner
to cruise lines, local
governments, B2B
partners and suppliers,
and our localities.
Best customer
experience
To provide the best
customer experience
at our cruise ports.
Best expansion
capabilities
To achieve the best
M&A and induction
capability in the sector,
and the best value
creation programme
for local stakeholders.
Leadership and
professionalism
We support clear
direction, fairness,
motivation, inclusive
leadership and cultivation
of a high-performance
environment.
Teamwork and
collaboration
We promote a learning
culture where we
encourage each other
to maximise and expand
our capabilities.
Getting it done
We practice
successful execution,
resourcefulness,
initiative, corporate
entrepreneurship
and ownership.
Integrity
We operate with
honesty, transparency
and open
communication.
OUR MISSION
OUR VALUES
20 Global Ports Holding PLC Annual Report 2023
OUR MILESTONES
2004
2006
2008 2010 2013 20152014
Chairman and CEO’s statement continued
• GPH established
(commenced
operations in
Ege Port Kuşadası,
in 2003).
• Acquired a 60%
stake in Bodrum
Cruise Port.
• Acquired a 40%
stake in Port
Akdeniz, Antalya.
• Acquired a 55.6%
stake in Valletta
Cruise Port.
• Acquired the
remaining
stake in Port Akdeniz,
Antalya (59.8%).
• Acquired the
remaining stake
in Creuers (GPH
stake 62%).
• Signed a concession
agreement for Lisbon
Cruise Terminals
(GPH’s effective
stake: 46%).
• Acquired a minority
stake in Creuers
(Barcelona, Málaga
and Singapore
Cruise Ports).
• Won a tender for
a 62% stake in
Adria-Bar
Commercial Port.
21Global Ports Holding PLC Annual Report 2023
Financial statements Shareholder informationGovernance reportStrategic report
2016
2017
2019
20222018
2021 2023
• GPH made its debut
on the London Stock
Exchange.
• Acquisition of Italian
portfolio consisting
of a minority stake
in Venice Cruise
Port and controlling
stakes in the cruise
ports of Ravenna,
Catania and Cagliari.
• Signed a concession
agreement for Zadar
Cruise Port, Croatia.
• Signed a concession
agreement for
Crotone Cruise
Port, Italy.
• Signed a concession
agreement for
Tarragona Cruise
Port, Spain.
• Sold Port Akdeniz,
effectively becoming
a pure-play cruise
port operator.
• Signed a concession
agreement to
manage Taranto
Cruise Port, Italy.
• Signed a lease
agreement for
Kalundborg Cruise
Port, Denmark.
• Signed a port
operation and lease
agreement for Nassau
Cruise Port, Bahamas.
• Signed a concession
agreement for
Antigua Cruise Port.
• Acquired a 50% stake
in La Goulette Cruise
Port, Tunisia.
• Awarded a
management
services agreement
for Ha Long Bay,
Vietnam.
• Singapore Cruise
Port (24.8% stake)
concession extended
until 2027.
• Began operations
at Vigo Cruise Port
• Signed concession
agreements in the
Canary Islands
(Fuerteventura
Cruise Port,
Lanzarote Cruise
Port, Las Palmas
Cruise Port).
• Signed a terminal
operating agreement
for Prince Rupert
Cruise Port, Canada.
• Signed a concession
for Alicante
Cruise Port.
22 Global Ports Holding PLC Annual Report 2023
Our strategy
DEVELOPING OUR
STRATEGY FOR A
FOCUSED APPROACH
Our organic growth strategy focuses on attracting more
cruise calls and passenger volume through our superior
service proposition at our well-invested ports and the
successful marketing of our ports and destinations. We then
target growth in revenue yield per passenger through our
wide range of primary port services and ancillary services.
Our inorganic strategy focuses on the carefully targeted
expansion of our cruise port network, primarily through
long-term concessions. We enable each port to reach its
full potential. Where appropriate, we invest significantly
in enhancing, expanding and transforming the cruise port
infrastructure, before harnessing our global best practice
and experience to generate strong returns.
23Global Ports Holding PLC Annual Report 2023
Financial statements Shareholder informationGovernance reportStrategic report
1. CONTINUED EXPANSION
2. CONTINUED TRANSFORMATION
3. DELIVERING GROWTH AND CASH
Continued expansion of our cruise port network
through targeted, disciplined new port investments
in selective strategic locations in the Caribbean,
North America, Europe and Asia.
See case study on page 24
Progress during the Reporting Period
• Added seven new cruise ports during the
Reporting Period.
• Signed a 30-year concession agreement
forSanJuan Cruise Port, Puerto Rico.
• Signed an MoU for St Lucia Cruise Port.
Continued transformation of our cruise port
infrastructure and the passenger experience at our
cruise ports. Including terminal investment and the
roll-out of ancillary revenue opportunities to deliver
revenue growth and higher per PAX yield.
See case study on page 26
Progress during the Reporting Period
• Invested USD 98.1 million in our ports in the
Americas, the majority of which was invested
in Nassau Cruise Port as part of our plans to
transform the cruise port experience for cruise
lines and cruise passengers at this port.
• Grew the number of ports offering an integrated
services package to 15.
Focusing on delivering growth while maintaining a
low-cost and cash-generative business model from
operating and managing our network of cruise ports.
See case study on page 27
Progress during the Reporting Period
• The removal of Covid-19 related restrictions
resulted in a significant increase in cruise activity
in the Reporting Period.
• This increased activity resulted in a significant
increase in revenue, EBITDA and operating
cash flow.
• We successfully added seven new cruise ports
to our network during the Reporting Period.
• During the Reporting Period, we invested over
USD 100 million in our cruise port facilities.
24 Global Ports Holding PLC Annual Report 2023
1. CONTINUED
EXPANSION
KPIs GOALS FOR 2024 PRINCIPAL RISKS
Adjusted revenue
(USD million):
2023
2022
40.3
117.2
Number of cruise ports:
2023
2022
19
27
• Complete onboarding
of recently announced
cruise ports.
• Reach financial close for
SanJuan Cruise Port.
• Close up to two new port
agreements, including
StLucia Cruise Port.
• Successfully start
construction at the three new
ports in the Canaries and
complete the new terminal
in Tarragona.
• The legal and regulatory
environment in respective
countries.
• Potential competition by
private investors.
• Conflicting agendas with
major cruise lines in
strategic ports.
• Political or public opposition
to concession awards.
Our strategy continued
25Global Ports Holding PLC Annual Report 2023
Financial statements Shareholder informationGovernance reportStrategic report
OUR STRATEGY IN ACTION
Our inorganic growth strategy is a core component of
our business model. We transform cruise ports through
carefully considered investment in a port’s infra- and
superstructure and the adoption of our global standards
and best-practice sharing from across our network.
The rising number and capacities of cruise ships are
creating exciting opportunities and potential risks
for cruise ports. The current infrastructure at many
ports cannot handle the size of ships or the number
of passengers they will bring. Significant investment
in cruise port infrastructure will be critical to many
cruise ports maintaining their place in the industry.
This investment need is a significant driver of new port
opportunities for GPH.
The 2023 Reporting Period was a remarkable period
of record expansion for the Group. We successfully
added seven cruise ports to our network and await
closing on two more. This expansion was particularly
strong in Spain, where we added Alicante Cruise Port,
Fuerteventura Cruise Port, Lanzarote Cruise Port, Las
Palmas Cruise Port, Tarragona Cruise Port and Vigo
Cruise Port. We also added our first cruise port in North
America, Prince Rupert Cruise Port, Canada.
We marked yet another significant milestone during the
Reporting Period when we entered the North American
cruise market for the first time, signing a 10-year
terminal operating agreement, with a 10-year extension
option, with Prince Rupert Port Authority to manage
cruise services at Prince Rupert Cruise Port in British
Columbia, Canada.
Prince Rupert Cruise Port is located at the heart of the
British Columbian cruise market, just 40 miles from
Alaska, one of the largest cruise markets in the world,
and ideally placed for cruise itineraries to and from
the key homeports in the region, including Seattle
and Vancouver.
Our geographic reach expanded further when our joint
venture with a local partner signed concessions for
three cruise ports in the Canary Islands: Fuerteventura
Cruise Port (20 years); Lanzarote Cruise Port (20 years);
and Las Palmas Cruise Port (40 years). Operations at
these ports started during the high winter season 2022-
23 in the second half of our Reporting Period.
In 2019, these three cruise ports handled 1.5 million
cruise passenger movements. The joint venture will
invest approximately EUR 42 million into constructing a
new cruise terminal in Las Palmas and modular terminal
facilities in Lanzarote and Fuerteventura.
In addition to these agreements, we signed an MoU
for a 30-year concession in St Lucia and await closing
for San Juan Cruise Port, Puerto Rico during the
2024 Reporting Period, where we signed a 30-year
concession during the Reporting Period.
26 Global Ports Holding PLC Annual Report 2023
OUR STRATEGY IN ACTION – MILAN PORT EQUIPMENT
2. CONTINUED
TRANSFORMATION
Our strategy continued
KPIs GOALS FOR 2024 PRINCIPAL RISKS
Adjusted revenue
per PAX* (USD):
2023
2022
16.7
12.8
Ports offering integrated
service package:
2023
2022
7
15
• Development of ancillary
revenue yield per passenger.
• Implement tariff increases
and grow ancillary revenue
opportunities.
• Complete the refurbishment
of the terminal at Alicante
Cruise Port.
• Resistance to change by
industry stakeholders.
• Relevant authorities do
not grant licences, etc., or
regulation changes.
• Disagreements with sub-
concessionaires, tenants, etc.
• The disruptive nature of some
ancillary services causes
unintentional misalignment
with stakeholders.
• Performance of partners.
In 2021, GPH signed a strategic partnership agreement
with a Spanish company, Talleres Milan – ‘Milan Port
Equipment’, a company with over 70 years of experience
in the naval and industrial sectors. This partnership is
focused on providing a one-stop shop for the design,
manufacture, repair or modification and maintenance of
port equipment.
As the world’s largest independent cruise port
operator, GPH has significant experience operating
modern cruise ports to global best-practice standards
and has unrivalled knowledge and understanding
of the equipment and infrastructure requirements
for transforming cruise ports to meet the needs of
the modern cruise industry. As our knowledge and
understanding have developed and our experience has
grown, we identified a shortcoming in the market for
cruise port equipment.
This partnership will focus on designing, manufacturing
and maintaining port equipment such as boarding
bridges, boarding scales, hydraulic equipment, conveyor
belts, luggage trolleys and shade pergolas to meet the
needs of GPH’s cruise ports and third-party-operated
cruise ports.
Despite signing the agreement in 2021, the Covid-19
pandemic meant the demand for equipment from
GPH’s operations has been limited. However, with the
pandemic behind us and seven new cruise ports added
to the network recently, this partnership has been
gearing up to supply equipment and services to GPH’s
port network. This equipment is vital to the successful
operation of a cruise port, and this partnership will allow
GPH control over the design, cost and availability of
the correct equipment to meet the specific needs of
itsports.
27Global Ports Holding PLC Annual Report 2023
Financial statements Shareholder informationGovernance reportStrategic report
OUR STRATEGY IN ACTION
3. DELIVERING
GROWTH AND CASH
KPIs GOALS FOR 2024 PRINCIPAL RISKS
Adjusted EBITDA
(USD million):
2023
2022
72.7
7.0
Operating cash flow
2023
2022
-9.4
61.3
• Grow passenger volumes.
• Grow revenue per passenger.
• Significant geopolitical
events that affect demand.
• Global pandemic and related
travel restrictions.
• A complex regulatory
environment where changes
may negatively affect
our profitability.
GPH’s business model is inherently flexible and highly
cash-generative. This flexibility and cash generation
have been key enablers of our growth from a single port
in 2004 to the world’s largest cruise port today.
Our inorganic growth strategy often requires significant
investment into the facilities at each new port. Around
70% of this investment is provided by ring-fenced
project financing, with the balance coming from
existing cash resources and our existing highly cash-
generative cruise port assets. This investment supports
the transformation of the port and positions it for the
expected growth in the number of ships in the global
cruise fleet and the size of these ships. Therefore, the
strength of our cash generation is fundamental to the
success of our inorganic growth strategy.
The flexibility of our model and its importance to the
Group was evident in recent years when Covid-19 had
a significantly adverse effect on the cruise industry.
Despite reduced passenger volumes, our cruise
operations only reported a slight EBITDA loss of USD 1.7
million for the 15 months to March 2021 and an EBITDA
profit of USD 9.5 million in the 12 months to March 2022.
Our continued focus on maintaining a flexible cost base
and low maintenance capex business meant that as
the number of cruise passengers rose in the Reporting
Period, with 9.2 million passengers welcomed, Adjusted
EBITDA rose to USD 72.7 million, and the business
generated operating cash flow of USD 61.3 million.
28 Global Ports Holding PLC Annual Report 2023
40.3
117.2
-29.7
28.2
12.9
80.0
-43.9
-9.5
7.0
72.7
-28.6
21.4
FINANCIAL KPIs
ADJUSTED REVENUE
Calculated as revenue from all
majority owned ports and subsidiaries.
Adjusted revenue is revenue excluding
IFRIC 12 construction income.
OPERATING PROFIT/LOSS
Operating profit is profit for the year
stated before the share of results of
equity-accounted investees, finance
income, finance costs and tax.
PROFIT/LOSS BEFORE TAX
Operating profit plus share of profit
from equity accounted ports less net
finance costs.
ADJUSTED EPS
Calculated as profit/(loss) for the
year after adding back: amortisation
expense in relation to Port Operation
Rights and any one-off expenses
divided by the weighted average
number of shares in issue.
SEGMENTAL EBITDA
EBITDA from our port operations
before HQ costs. Calculated as
income/(loss) before tax after
adding back: interest; depreciation;
amortisation; unallocated expenses;
and specific adjusting items.
ADJUSTED EBITDA
Segmental EBITDA less unallocated
costs or HQ costs.
(USD million) +191%
117.2
(USD million) +519%
80.0
(USD million) +937%
72.7
(USD million)
28.2
(USD million)
-9.5
(pence per share)
21.4
Key performance indicators
2023 2022
2023 performance
Strong growth in revenues during
the Reporting Period, reflecting the
significant increase in cruise activity.
2023 performance
Strong Segmental EBITDA growth in
the Reporting Period, driven by the
significant recovery in cruise activity
and continued tight control of costs.
2023 performance
Adjusted EBITDA rose during the
period, reflecting the improvement in
Segmental EBITDA that was driven by
the increase in cruise activity.
2023 performance
The Group reported a return to
an operating profit, reflecting the
improvement in cruise activity.
2023 performance
The loss before tax for the Reporting
Period was USD -9.5 million, a
significant improvement on the
USD -43.9 million in the prior
Reporting Period.
2023 performance
Adjusted EPS for the Reporting Period
was 21.4 pence per share, reflecting
the operating profit for the period.
Strategic linkage
1
2
Strategic linkage
1
2
3
Strategic linkage
1
2
3
Strategic linkage
1
2
3
Strategic linkage
1
2
3
Strategic linkage
1
2
3
29Global Ports Holding PLC Annual Report 2023
Financial statements Shareholder informationGovernance reportStrategic report
2.5
9.2
8.55
10.69
6
1
75
53
75
68
25
47
25
32
Full
workforce
White
collar
Senior
management
Board
75
53
25
47
Full
workforce
White
collar
NON-FINANCIAL KPIs
NUMBER OF PASSENGERS
Number of cruise passengers handled
through our consolidated and
management ports.
CARBON INTENSITY
Carbon intensity per full-time
equivalent employee.
FEMALE WORKFORCE (%)
Percentage breakdown of roles fulfilled
by females in our workforce.
Female Male
ACCIDENT REDUCTION
All of our ports monitor and record
accidents, however minor. These
records are for those accidents or
injuries that resulted in an absence
from work.
GENDER (%)
Percentage workforce that are females
and males.
Female Male
(million)
9.2
(CO
2
e)
10.69 1
2023 2022
2023 performance
The number of cruise passengers at
our consolidated and management
ports increased significantly in the
period, reflecting the cruise activity
increase across our network in the
Reporting Period.
2023 performance
As of March 2023, female employees
accounted for 25% of the overall
workforce and 47% of white
collar roles.
2023 performance
During the period carbon intensity rose
by 25.0%. This increase was primarily
the result of the significant increase in
activity at our ports following the end
of Covid-19 travel restrictions.
2023 performance
As of March 2023, female employees
accounted for 32% of C-suite senior
management and 25% for Board
of Directors.
2023 performance
We are committed to providing a safe
work environment for our employees.
During the period, there was one
incident that resulted in an absence
from work.
Strategic linkage
1
3
Strategic linkage
2
Strategic linkage
2
Strategic linkage
2
Strategic linkage
2
30 Global Ports Holding PLC Annual Report 2023
Risk report
RISK MANAGEMENT
FRAMEWORK
The Group is exposed to various risks and opportunities that can impact its ability to achieve
its strategic objectives and impacts its business performance. The Board recognises that
creating shareholder value involves the effective management of risk. Therefore, it is critical
for the Board to determine the nature of these risks and ensure that appropriate mitigating
actions are in place to manage them effectively.
Risk appetite
The level of risk we consider
appropriate to achieve the
Company’s strategic objectives is
regularly monitored by the Audit and
Risk Committee and is reviewed and
validated by the Board every year.
Our approach to risk management
is designed to provide reasonable,
but not absolute, assurance that
our assets are safeguarded, the
risks facing the business are being
assessed and mitigated and all
information that may be required
to be disclosed is reported to
senior management.
Risk management process
The risk management process
begins with a bottom-up
identification of significant risks by
each function. Each is then assessed
by taking into account the likelihood
of it occurring, its impact and the
mitigations identified. Each level
of risk is cross-referenced with the
Board’s risk appetite to determine
whether further mitigations are
needed. External advisers such as
technical advisers are used, where
appropriate, to minimise risks in
certain situations, for example, in
the new port investment process.
The Board of Directors retains
ultimate responsibility for risk
management and establishing the
framework of prudent and effective
controls. As such, it systematically
monitors and assesses the risk
attributable to the Group’s
performance and delivery of its
strategy. Where a risk has been
identified and assessed, the Group
selects the most appropriate risk
measure available in order to
reduce the likelihood of its
occurrence and mitigate any
potential adverse impact.
The most significant risks from each
function (based on materiality or
those which have common themes
across the business) are reviewed
by the Audit and Risk Committee.
This Committee also supports
senior management and the Board
in managing risks relating to key
projects, third parties, different
jurisdictions and so forth.
The Group’s principal business
risks are monitored and managed
throughout the period by senior
management, the Internal Audit
function and the Audit and Risk
Committee, which reports to the
Board. Although that Committee
has been delegated the authority
from the Board to monitor risks,
it provides the Board with regular
updates, at least quarterly, on the
Group’s identified financial and non-
financial risks.
The Committee provides advice
on how, taking into account the
Company’s position and principal
risks, the Company’s prospects
have been assessed, over what
period and why that period is
regarded as appropriate. The
Committee also advises on whether
there is a reasonable expectation
that the Company will be able to
continue in operation and meet
its liabilities as they fall due over a
given period, drawing attention to
any qualifications or assumptions
as necessary. The Committee also
advises the Board on the Company’s
overall risk appetite, tolerance and
strategy, current risk exposures and
future risk strategy.
Risk register processes
As a part of our Enterprise Risk
Management studies, each Group
entity and function identified risks
that could affect its strategy
and operations.
The management team considers
this bottom-up risk reporting
alongside the Group’s principal risks.
New risks are added to the Group’s
principal risk register if deemed to
be of a significant nature. These
risks are then consolidated into a
Group-wide view and presented to
the Board, who add their own input
from a strategic, functional and
emerging risk perspective. After the
final consolidation of risks, we define
proposed action plans to mitigate
risks. We define owners who are
responsible for confirming that
adequate controls are in place and
that the necessary action plans
are implemented to bring risk
profiles within an acceptable
tolerance. As an ongoing process,
we develop formalised and
documented procedures that
are increasingly centralised.
31Global Ports Holding PLC Annual Report 2023
Financial statements Shareholder informationGovernance reportStrategic report
Audit and Risk
Committee
GPH Board
of Directors
Senior
management
Internal
Audit
External
advisers
Operational
management
Despite the low probability of
reoccurrence, pandemic and natural
disasters pose a significant high-
level risk to our business operations.
The potential impact of this risk
on operations and the health of
employees is severe. It is therefore
essential that GPH has appropriate
risk management strategies and
contingency plans to mitigate
the consequences of a pandemic
outbreak and maintain business
continuity. Several principal risks
materialised simultaneously due to
the Covid-19 pandemic, which led to
a range of travel restrictions across
the world. These risks included the
effective suspension of sailing from
the global cruise fleet, passenger
demand, input cost volatility, cash
flow profile, and health & safety.
We continue to take all necessary
steps to protect our employees’
health and mitigate the risk to our
business with well-established
crisis management procedures and
emergency response plans.
With the expansion of the Group’s
operations, we have assessed
the impact on our business of
potential sanctions on third parties
and have incorporated this risk
into our overall risk management
framework. To mitigate these
risks, we have implemented a
sanctions compliance programme
that includes the mandatory use
of online sanctions-related assets
and individuals lists. We have also
updated our sanctions policy.
As well as identifying the most
relevant risks for our business, we
also reflect on whether we think
the level of risk associated with
each of our principal risks is
increasing or decreasing.
32 Global Ports Holding PLC Annual Report 2023
Sustainability
There is increasing global
regulatory and stakeholder
focus on sustainability. GPH has
begun a project to accelerate its
sustainability journey, including
the need to implement the Task
Force on Climate-related Financial
Disclosures (TCFD) requirements by
next year’s Annual Report.
As a first step, GPH has appointed
independent sustainability
consultants and created a
sustainability working group from
across the organisation. While this
working group is still in its infancy, it
will undertake an informed climate
risk assessment, including relevant
stakeholder engagement to identify
material risks and opportunities
and the setting, monitoring and
reporting on climate-related
targets across the organisation. The
sustainability working group will also
work with internal stakeholders to
integrate climate-related reporting
and risks into management and
Board decision-making, including
our risk register.
There is an urgency to act and
for everyone to play a role in the
transition to a low-carbon economy.
We would like to highlight that
as a Group, we have recognized
the significant risks posed by
climate change to our operations
and the wider environment. We
acknowledge that contributing to
global efforts to mitigate climate
change is one of our primary
environmental responsibilities.
Therefore, we are prioritizing
increasing awareness of these
risks among our stakeholders,
including employees, suppliers,
and customers, in order to minimize
their impact on our operations and
the wider community.
By taking a proactive approach to
sustainability, we aim to maintain
our position as a responsible and
sustainable organization while
also safeguarding the interests
of our stakeholders.
Principal risks and uncertainties
The risks and uncertainties
described in the following pages
are currently considered to have the
most significant potential effect on
GPH’s strategic objectives. This list
is not intended to be exhaustive. The
order in which risks are presented
does not necessarily indicate how
likely they are to happen, nor their
possible degree of impact on the
Group’s business, prospects, results
of operation and financial position.
Additional risks and uncertainties
that are not currently known or
which the Group currently sees
as immaterial may individually or
cumulatively have a material adverse
effect. Although the Company
monitors risks and prepares for
adverse scenarios, some are
outside our control; for example,
adverse weather, acts of
terrorism, changes in government
regulation, political instability and
macroeconomic issues.
The risks summarised below relate
to the Group, its industry and the
Company’s shares, and are those
which the Directors believe to be
the most material.
The Group is exposed to three
categories of risk
1. General risks.
2. Risks relating to the
port operations.
3. Risks relating to the Group’s
investments and strategy.
Risk report continued
33Global Ports Holding PLC Annual Report 2023
Financial statements Shareholder informationGovernance reportStrategic report
Movement
Unchanged
Decreased
Increased
Risk Description Mitigation/action
General risks
Epidemics and
natural disasters.
The Group’s operations are exposed to the inherent risk of
incidents affecting some countries or destinations within
its operations.
This can include natural catastrophes such as earthquakes,
floods, wildfires, hurricanes or tsunamis, or outbreaks of
disease such as the Covid-19 pandemic.
Certain destinations in which the Group currently operates
or into which it may further expand, including in particular
the Caribbean, are located in regions at high risk of
damage from adverse weather patterns or other natural
disasters, such as hurricanes, earthquakes, tornadoes,
tsunamis and typhoons, which could cause damage
to, or otherwise materially disrupt, the Group’s cruise
port operations.
Changes in climate may increase the frequency and
intensity of such adverse weather patterns, make specific
destinations less desirable or impact the Group’s business
in other ways.
All ports have well-defined crisis management
procedures and emergency response plans, which
are implemented when an event of this nature
occurs, focusing on the welfare of our customers,
staff and our local communities.
Our port operations have flexible business models
that help offset any revenue impact from a
reduction in normal business activity.
Natural disasters tend to be localised or regional.
Our general managers and senior management
are well prepared to manage such incidents and
provide a co-ordinated and supportive response
at our cruise ports to passengers and cruise
lines, and at our commercial port to commercial
lines and importers and exporters. Property and
business interruption insurance is the main risk
mitigation against natural disasters, particularly
against damages and losses from hurricanes in the
Caribbean region.
As a result of the Covid-19 pandemic, the Group
expanded its Group risk strategy and framework
regarding crisis management to specifically
address the Covid-19 pandemic.
Internal controls impacted by the pandemic
continue to be assessed, monitored and amended
where relevant, including controls that address the
following risks:
• Governance and regulatory;
• Health, safety and human resources;
• Liquidity and going concern;
• Group strategy and economic implications;
• Operational; and
• Communication.
Our response to the Covid-19 pandemic included
working with local regulatory authorities to put in
place enhanced measures, including composing
task forces to help combat the spread and impact
of Covid-19 and we also put together senior
management rapid response teams to help all
ports and local authorities implement measures
to protect passengers, crew, our employees and
local communities.
We remain alert to the fact that these processes,
task forces and response teams may be needed in
the future if an event of this nature occurs.
34 Global Ports Holding PLC Annual Report 2023
Risk report continued
Risk Description Mitigation/action
General risks continued
The rights allowing
the Group to operate
its ports may not
be extended.
The Group operates most of its ports under long-term
concession agreements, with the relevant state owner of
the port. The length of concessions varies and the Group’s
concession agreements are granted for a fixed term.
On average, the Group’s long-term concessions have 27
years of cash generation ahead of them (with respect to
the Group’s consolidated ports only), based on weighted
average EBITDA.
The concession terms of the Group’s main ports, based
on management’s assumptions of revenue-generating
potential and historical levels of revenue, expire in 2030
(Adossat Wharf at Barcelona Cruise Port; subject to the
ability to automatically extend by an additional three years
subject to the satisfaction of certain conditions), 2026
(World Trade Centre Wharf at Barcelona Cruise Port),
2038 (Levante Terminal at Málaga Cruise Port), 2042 (El
Palmeral Terminal at Málaga Cruise Port), 2052 (Ege Port),
2066 (Valletta Cruise Port), 2048 (Nassau Cruise Port) and
2049 (Antigua Cruise Port).
With respect to ports where the Group does not have the
contractual right to extend these fixed-term agreements,
it would need to apply for an extension prior to their
expiration. The grant of such an application would be
at the discretion of the state owner of the relevant port,
and there can be no assurance that the term of any such
concession agreement would be extended.
In the past, the Group has taken, and may continue
to follow formal, legal processes relating to the
extension of concession terms. For example,
having followed the relevant legal process, shortly
after the end of the Reporting Period the Group
extended Ege Port from 2033 to 2052. In 2019,
Singapore Cruise Port was extended from 2022
to 2027 by bilateral agreement and in 2018,
the Group extended the concession term of
Bodrum Cruise Port from 2019 to 2067 following
a legal process.
In addition, the Company’s stated strategy of
increasing the number of ports it operates, and
the network effect that comes from operating
a growing number, means that the potential
impact from a single concession or management
agreement not being extended is diluted.
The rights allowing
the Group to operate
its ports could be
terminated before
they expire.
Even if the Group maintains full compliance with its
concession or management agreements and local
and national laws and regulations, its concessions
can be terminated before they expire in certain
exceptional circumstances.
These include national emergencies, such as natural
disasters, wars/conflicts, pandemics, disruptions of
public order or other governmental actions that curtail
fundamental rights and obligations.
While the Board believes that such an outcome
is improbable, we ensure compliance with all
relevant laws and rules. If such an outcome were
to occur, the Board would take the appropriate
legal advice and seek either compensation or
reinstatement of the previous agreement.
In addition, the Company’s stated strategy of
increasing the number of ports it operates,
although theoretically increasing the likelihood
of such an outcome, also means that the network
effect of operating more ports dilutes the
potential impact from any one port.
Movement
Unchanged
Decreased
Increased
35Global Ports Holding PLC Annual Report 2023
Financial statements Shareholder informationGovernance reportStrategic report
Risk Description Mitigation/action
General risks continued
The Group is subject to
an increasingly complex
regulatory environment,
and changes may
negatively affect
its business.
In addition to complying with the terms of its concession
agreements and related licences and permits, the Group
must satisfy a range of legal requirements, including
corporate, maritime, customs, antitrust, administrative,
property and environmental laws and regulations, under
the jurisdiction of many regulators.
Although the Group seeks to continue to comply with all
relevant laws, regulations and the terms of its concession
agreements, licences and permits, to the extent it is
not able to do so, it could be subject to significant
administrative or civil penalties, including:
• the imposition of fines, penalties and criminal sanctions
for wilful violations;
• increased regulatory scrutiny;
• suspension of activities at a port;
• reputational damage to GPH’s brand;
• default under financing agreements, including the Sixth
Street loan agreement and/or the Nassau Notes;
• judgements for damages, which may not be covered by
insurance or in excess of insurance cover;
• termination of, or increased premiums on, insurance
policies;
• difficulties attracting cruise ships or passengers and
other guests to the Group’s terminals;
• difficulty in recruiting and retaining personnel,
particularly where any non-compliance relates to matters
affecting its employees; and
• the representatives, Directors or managers of the
relevant Group company being subject to a fine.
The Group’s ancillary services, in particular those related
to duty free sales may be effected by changes to laws and
regulations, particularly around duty.
Our senior management takes an active role
in ensuring that our ports and the business, in
general, are adhering to their obligations.
In addition, our legal team are heavily involved in
monitoring and reviewing our practices to provide
reasonable assurance that we remain aware and in
line with all relevant laws and legal obligations.
Our internal audit process ensures that obligations
are being met regarding materiality. At the port
level, management teams tend to be drawn from
local people, fully conversant with their country
and language, and with a detailed knowledge
of applicable local regulations through regular
contact with regulatory authorities and other
stakeholders. In addition, we take local external
legal advice as and when required.
GPH fosters positive relationships with all
stakeholders and is in regular contact with
port authorities and government officials.
New regulations can have both a positive and
negative impact on the business. We would
always seek to participate in discussions about
new regulations, which could help us avoid any
negative implications, particularly where they
are unreasonable.
In addition, the Company’s stated strategy of
increasing the number of ports it operates,
although theoretically increasing the likelihood
of such an outcome, also means that the network
effect of operating more ports dilutes the
potential impact from any one port.
The Group’s business
may be affected by the
application of sanctions
on third parties.
The Group operates globally and hosts cruise ships, ferries
and megayachts at its cruise ports.
Global, regional or national regulations may require that
the Group refrain from doing business in certain countries
or with certain individuals or organizations. Sanctions rules
are highly complex and may apply extraterritorially.
Adhering to such regulations may result in lost revenue
to the Group and failing to adhere to the regulations may
leave the Group exposed to fines or reputational risk.
GPH intends for its operations to comply with all
applicable sanctions and other laws.
We have implemented a sanctions compliance
programme that includes the mandatory use of
online sanctions-related assets and individuals
lists. We have also updated the Group’s
Sanctions Policy.
GPH has Group-wide policies and practices
to monitor compliance with relevant local and
international laws and regulations (including
any economic sanctions or trade restrictions
applicable administered or enforced by the US
government, the United Nations Security Council,
the European Union, or Her Majesty’s Treasury
(collectively, ‘sanctions’)), anti-money laundering
rules, anti-corruption rules as well as codes of
good conduct, and requires its suppliers to comply
with the same standards.
36 Global Ports Holding PLC Annual Report 2023
Risk report continued
Movement
Unchanged
Decreased
Increased
Risk Description Mitigation/action
General risks continued
Restrictions on the
number of visitors
to destinations.
Around the world, a number of countries, regions
and cities are experiencing an increase in concerns
around overtourism.
In some cases, these concerns have led to protests
from local people about the number of visitors in a given
location, with concerns focused on overcrowding: the
impact of higher prices on local goods; and the negative
impact of the short-term rentals market on both the price
of property and the effect on the fabric
of neighbourhoods.
These concerns have led authorities in some regions to
stop promoting their city as a tourist destination and focus
their energies on promoting alternative destinations within
their country or region.
Authorities have also taken a number of other measures,
such as introducing financial levies on tourists, putting in
place restrictions on the overall number of tourists in a
destination or restricting the number of cruise ships
or cruise passengers that can call at a destination on a
given day.
These actions could impact the number of cruise
passengers wanting or being allowed to visit a destination.
If individual ports are impacted by limits on, or a
reduction in, cruise visitors, operating a network of
cruise ports provides some structural protection.
Most importantly, we consider that one of our
key roles when operating a cruise port is to work
with all stakeholders to integrate the port into
the destination and manage the impact of cruise
tourism on the destination and local environment.
This includes:
• managing passenger flows into and out of
the destination;
• managing transportation from the port to the
city; and
• promoting a wide range of attractions in the
destination to disembarking passengers and
offering them appropriate transportation from
the port to these attractions – thereby managing
the flow of passengers into the destination
and distributing the economic benefits to a
destination more widely.
Reputational risk due to
fraud and bribery.
The Group’s business entails numerous interactions
with government authorities, including port authorities,
health, safety, and environment authorities, labour and tax
authorities, and customs and immigration authorities.
Furthermore, the Group operates in some countries where
corruption is endemic. GPH has a zero-tolerance policy on
corruption of any sort. In addition to being illegal, it can
potentially harm our business and reputation, for example,
by excluding the Group from Public Private Partnership
(PPP) tenders. Any such payments may be deemed to have
violated anti-corruption laws potentially applicable to the
Group, exposing the Group to potential civil and criminal
penalties as well as reputational damage that could have a
material adverse effect on the Group’s business, results of
operations and financial condition.
GPH’s Anti-Bribery and Corruption Policy is an
integral part of the Company’s directives and/or
policies that have been approved by the Board
of Directors.
The Group has also adopted a Code of Ethics
that is intended to improve service quality;
promote the effective use of resources; prevent
unfair competition; organise relationships
among employees, and set standards for
fraud prevention.
Ethics and compliance reporting mechanisms
have been established to facilitate the reporting
of possible illegal, unethical or improper conduct
when the normal channels of communication are
ineffective or impractical under the circumstances.
The Group encourages its employees, clients
and other stakeholders to report cases or raise
concerns about potentially unethical, unlawful
or suspicious conduct or practices with clear
lines of communication including establishing a
Whistleblowing Policy providing employees with a
secure way to report any concerns.
Cybersecurity and
data privacy.
As a complex global organisation, there is a risk that
the Group falls victim to increasingly sophisticated
cyberattacks aimed at disrupting our information
assets by circumventing confidentiality, integrity or
availability controls.
We are continuing to align our IT strategy with the
business objectives. We regularly review, update
and evaluate all software, applications, systems,
infrastructure and security.
We have policies covering the protection of both
business and personal information and the use of
IT systems and applications by our employees.
Our employees are trained to understand these
requirements. We also have a set of IT security
standards and closely monitor their operation to
protect our systems and information. Hardware
that runs and manages core operating data is fully
backed up with separate contingency systems to
provide real-time backup operations should they
ever be required.
37Global Ports Holding PLC Annual Report 2023
Financial statements Shareholder informationGovernance reportStrategic report
Risk Description Mitigation/action
General risks continued
Demand for cruise port
services is sensitive
to macroeconomic
conditions.
Our financial performance may be affected by the
macroeconomic environment. The Group’s cruise port
operations depend on visiting cruise passengers principally
from developed countries, particularly the US, the UK
and Germany.
Economic uncertainty and the spending power of these
passengers are influenced by factors beyond the Group’s
control, including local and global economic conditions,
employment and discretionary income, and tax or interest
rate fluctuations.
These factors may impact the demand for cruises.
In addition, duty-free sales and other goods and services
to passengers may be impacted by a change to passenger
spending habits as a result of macroeconomic conditions.
Macroeconomic factors may also impact demand at our
commercial port.
Experience has shown that even in the financial
crisis in 2007-08, cruise bookings remained
resilient.
The long lead times of cruise bookings compared
with land-based holidays mean that cruise
holidays are often booked way ahead of any event
that could negatively impact or reduce demand.
Although, if there is an impact, the long lead
times for cruise bookings mean that there may
be a lag before a general recovery translates into
additional passengers at our ports
If demand falls, cruise lines tend to reduce pricing
to fill their ships and maintain passenger volumes.
This means that cruise ports are generally not
affected, given the per passenger revenue model.
Cruise lines can redeploy ships to other ports or
regions in more extreme cases.
However, as the Group continues to expand the
number of cruise ports it operates, the network
effect helps reduce this risk. Indeed, a Group
port may also benefit from a redeployment from
another port. As the Group expands into regions
such as the Caribbean and the Asia-Pacific, it
is better positioned to offset any significant
redeployment of ships by cruise lines.
Demand for cruise
port services can be
influenced by trends and
perceptions beyond the
Group’s control.
Factors outside our control may negatively affect
passenger demand for cruise holidays.
Examples include events that cause consumers to perceive
that cruise travel is unsafe or undesirable, such as:
• political or social unrest or terrorist incidents;
• the spread of contagious diseases;
• the availability and pricing of other forms of travel or
factors affecting the cost of cruise travel, including fuel
and currency fluctuations;
• changes in visa or other requirements that make travel
more difficult or expensive; and
• a perception that cruise travel has unacceptable impacts
on the environment.
The Board believes that the demand for cruising and other
forms of leisure travel is primarily affected by passenger
perceptions about safety. Accordingly, actual or perceived
security issues, political or economic instability, terrorism,
war and similar events may decrease demand for the
Group’s cruise ports, particularly if they affect:
• countries where the Group operates its ports;
• countries of destination ports in cruise itineraries that
include the Group’s ports, and
• the major source markets (primarily the US, UK
and Germany);
We recognise that it is healthy for cruise lines
and cruise passengers to have variety and choice
when selecting cruise ports. Our port investment
strategy has been selective, choosing ports
in marquee destinations (such as Barcelona,
Kuşadası, Nassau, Venice and Valletta), which
we believe are less susceptible to being replaced
by others.
We also believe that our global marketing, and
philosophy of working with all stakeholders to
improve the attractiveness of our cruise ports and
destinations, acts as a competitive advantage.
Individuals’ fears triggered by the Covid-19
outbreak may pose a high risk to cruise tourism.
Historically, the global travel industry has proven
remarkably resilient to external shocks and has
recovered from setbacks relatively quickly.
Where necessary, GPH is ready to work with
national and local regulatory authorities to put
in place enhanced measures, including, where
appropriate, passenger and crew screening.
38 Global Ports Holding PLC Annual Report 2023
Risk report continued
Movement
Unchanged
Decreased
Increased
Risk Description Mitigation/action
General risks continued
The Group’s cruise ports
could face competition,
primarily within
the Mediterranean
and Caribbean.
GPH’s management believes that ports compete primarily
based on their proximity to popular tourist sites, as well as
operational efficiency, shopping and amenities, and the
perceived security of the port.
There can be no assurance that long-term changes in
cruise itineraries will not result in increased competition in
the future or that the Group’s existing ports will continue to
compete effectively.
Existing or future competition could reduce cruise ship
traffic, putting pressure on fee levels and, in turn, having a
materially adverse effect on the Group’s business.
We recognise that it is healthy for cruise lines and
cruise passengers to have variety and choice when
it comes to selecting cruise ports.
Our port investment strategy primarily focuses on
ports in marquee destinations (such as Antigua,
Barcelona, Nassau, Venice, Lisbon, Kuşadası and
Valletta), which we believe are less likely to be
replaced by alternative ports.
We also believe that our global marketing
capabilities, and philosophy of working with all
stakeholders to improve the attractiveness of
our cruise ports and destinations, act as a
competitive advantage.
The cruise market continues to grow, driven by a
growing number of cruise ships and an increase
in the size of cruise ships. The cruise market
continues to attract passengers from new source
markets and demographics, increasing the
demand for cruise ports. This growth means more
ports need to be capable of handling larger ships
and more ports are needed.
We actively monitor industry dynamics and can
adjust our new port network strategy accordingly.
The Group is exposed
to risks related to
integrating new ports.
In recent years, the Group has completed a number of
cruise port acquisitions or investments. The Group intends
to make further cruise port acquisitions or investments in
the future.
Growth by this means involves risks that could adversely
affect the Group’s operating results, including the
substantial amount of management time that may
be diverted from operations to pursue and complete
port acquisitions.
Acquisitions may expose the Group to operational
challenges and various risks, including:
• the successful integration of newly acquired businesses
with existing operations;
• adapting the Group’s management controls and
corporate governance structures to its increased scale;
• the successful centralisation of shared resources of new
port acquisitions, such as marketing, finance, treasury
and IT, into the existing Group structure;
• maintaining, expanding or developing relationships with
its customers, suppliers, contractors, lenders and other
third parties, including any joint venture partners and
individual port concession right grantors;
• maintaining, expanding or developing relationships with
employees of newly acquired concessions, including
retaining key employees, hiring and training new
personnel or implementing headcount reductions;
• compliance with any additional regulatory requirements
applicable to acquired ports; and
• funding cash flow shortages that may occur if
anticipated revenues are not realised or are delayed,
whether by general economic or market conditions or
unforeseen internal difficulties.
GPH has been acquiring and investing in ports
for the last 19 years and has a clearly defined
induction process that has been continuously
refined as well as tried and tested.
The management team are highly experienced
individuals within the industry and have a
strong track record of multiple successful
cruise port integrations.
Our new port integration process involves
engaging with local stakeholders to gather their
valuable input during the planning process. Ahead
of GPH taking over operations we have clear
plans on human resources, operations, financial
reporting, policies and procedures in place.
39Global Ports Holding PLC Annual Report 2023
Financial statements Shareholder informationGovernance reportStrategic report
Risk Description Mitigation/action
General risks continued
The risks of additional
indebtedness.
Certain port investments or concession extensions could
require substantial capital investment that requires the
Group to obtain funding sufficient to meet increased
capital needs.
Such funding could have an adverse effect on the Group’s
leverage ratio and financial stability.
For new ports, the Group believes that there is
strong interest from a wide range of financing
parties willing to provide non-recourse financing
for new port investments.
The Group always seeks to engage with potential
financing parties for a new port investment during
the early stages of the process, making them a key
part of any proposal or bid, thereby reducing the
risk of a funding shortfall.
The use of non-recourse financing significantly
reduces the risk to the Group from such
investments. In addition, where appropriate,
the Group has invested with a partner, such
as in Nassau Cruise Port, lowering the
investment requirement.
The Board and management monitor the
Group’s debt levels regularly, using a range
of financial metrics.
We foresee a range of 65–80% debt-to-equity ratio
for non-recourse, asset-level financing to limit the
effect of indebtedness on our current operations.
Foreign currency risk.
The Group generates revenue in different currencies that
may not match the associated costs.
In its ports within the EU, the Group generates
revenues in EUR and has EUR costs.
In the Caribbean, the majority of revenue is
collected in USD and costs are generally in local
currencies. If the local currency is not USD, the
local currency is pegged to the USD.
In its Turkish cruise ports, the Group collects the
majority of revenues in USD, but the majority of
costs are in local currency, i.e. Turkish Lira (TL).
This can lead to a mismatch if there are significant
movements in exchange rates. This can both
be positive and negative. In recent years, this
has tended to be primarily a positive as TL has
devalued against USD.
In addition, a significant portion of the Group’s
head office costs are incurred in TL versus
revenues predominately generated in USD
and EUR.
40 Global Ports Holding PLC Annual Report 2023
CFO’s statement
CRUISE ACTIVITY
RECOVERY COMPLETE
2023 financial review
The Company generated Adjusted
revenue of USD 117.2 million, a
significant increase on the USD 40.3
million in the prior Reporting Period.
This increase was driven by the
significant pick-up in cruise activity
and cruise passenger volumes
across our network during the
Reporting Period, with 9.2 million
passengers in the Reporting Period
compared to 2.5 million in the prior
Reporting Period.
Adjusted EBITDA, which reflects
the performance from our ports
less unallocated Holding Company
expenses, was USD 72.7 million
compared with just USD 7.0 million
in 2022. This increase in Adjusted
EBITDA was driven by the increase
in cruise activity in the Reporting
Period and our continued control
of costs.
Group revenue for the Reporting
Period was USD 213.6 million
(2022: USD 128.4 million). This
includes USD 96.4 million of IFRIC
12 construction revenue, which
means the expenditure for certain
construction activities, primarily
Nassau, is recognized as operating
expenses and added with a margin
to the Group’s revenue. IFRIC 12
construction revenue and margin
has no impact on cash generation
and is excluded from Segmental
EBITDA.
The 2023 Reporting Period began with a range of travel
restrictions still in place. However, these were steadily
removed and by the second half of the Reporting Period
the cruise industry had largely returned to pre-pandemic
activity levels.
41Global Ports Holding PLC Annual Report 2023
Financial statements Shareholder informationGovernance reportStrategic report
Passenger volumes, Adjusted
revenue and Adjusted EBITDA
represent new record levels for
the Company’s cruise business
thanks to our ongoing organic and
inorganic growth – and despite the
fact that the Reporting Period was
a transition period recovering from
Covid-19 impact.
After depreciation and amortization
of USD 27.3 million (2022: USD 28.5
million), including USD 19.7 million
(2022: USD 20.7 million) of port
operating rights and right-of-use
asset amortization, and specific
adjusting items of USD 12.9 million
(2022: USD 10.7 million), the Group
reported an Operating profit for
the Reporting Period of USD 28.2
million, compared to an Operating
loss of USD 29.7 million in the prior
Reporting Period. After net finance
costs of USD 42.0 million (2022:
USD 11.8 million), the loss before
tax was USD 9.5 million (2022: USD
43.9 million).
New regional reporting structure
Americas West Med & Atlantic Central Med East Med & Adriatic Other
Antigua Cruise Port
Nassau Cruise Port
Prince Rupert Cruise Port
Alicante Cruise Port
Barcelona Cruise Port
Fuerteventura Cruise Port
Kalundborg Cruise Port
Lanzarote Cruise Port
Las Palmas Cruise Port
Má laga Cruise Port
Tarragona Cruise Port
Vigo Cruise Port
Lisbon Cruise Port
Singapore Cruise Port
Cagliari Cruise Port
Catania Cruise Port
Crotone Cruise Port
Taranto Cruise Port
Valletta Cruise Port
Venice Cruise Port
La Goulette Cruise Port
Ege Port
Bodrum Cruise Port
Zadar Cruise Port
Ha Long Bay Cruise
Port
Port of Adria
Ancillary Port
Services
Consolidated and managed portfolio Equity accounted ports
Cruise activity
Given the strong performance
of the Group and the continued
growth in the number of ports in
the network, it was decided during
the Reporting Period to restructure
the Group’s segmental reporting.
Our commercial port operations
no longer report separately as
the overall contribution to Group
performance is not material.
GPH now reports by geographic
segment, which matches our
organizational structure of Regional
Directors. The new reporting
segments are Americas, West
Med & Atlantic, Central Med,
East Med & Adriatic and Other.
During the Reporting Period,
as Covid-19 travel restrictions
were removed, the global
cruise fleet returned to sailing,
significantly increasing activity
levels at GPH cruise ports.
Occupancy rates on board cruise
ships, which were relatively low at
the start of the Reporting Period,
increased steadily as cruise lines
rebuilt forward bookings and
took a measured approach to
increasing onboard occupancy,
which generally increased the
longer a ship has been back at sea.
By the end of the Reporting
Period, volume-weighted average
occupancy levels had recovered to
close to normal levels across the
industry. At GPH, occupancy levels
at our consolidated ports in April
2022 were just 67%, this rose to
98% by the end of the third quarter,
and in March 2023, it was 104.5%.
Trading across all our regions
improved strongly over the
Reporting Period. However,
trading in the Americas region was
particularly strong. The timing of the
peak Caribbean cruise season during
winter 2022-23 primarily drove this.
42 Global Ports Holding PLC Annual Report 2023
CFO’s statement continued
There was more time for bookings in
the Americas to be rebuilt following
the removal of travel restrictions
over the summer of 2022 compared
to the Mediterranean cruise region
during the Reporting Period.
Turkish ports, in particular Ege
Port, in the East Med & Adriatic
region experienced a significant
increase in passenger volumes in
the Reporting Period. This reflects
the easing of travel restrictions
and the long-awaited recovery
to normal trading at these ports,
which Covid-19 has delayed.
Segmental EBITDA for the Reporting
Period was USD 80.0 million
compared with USD 12.9 million in
the 2022 Reporting Period.
Revenue per passenger (or overall
yield) was USD 12.7 in the Reporting
Period. The stand-out performance
came from our East Med & Adriatic
Region, with a yield of USD 26.6.
Ancillary yield per passenger varied
significantly across the regions. On a
consolidated level the Ancillary yield
of GPH reached USD 2.3 during the
Reporting Period with a wide range
from below USD 1 to above USD 6.
We believe that over time we can
increase the ancillary yield at newly
acquired ports towards those of
the more established ports in
our network.
Occupancy rate
%
Apr May Jun FebOct JanDecJul Aug NovSep Mar
20
0
40
60
80
100
120
2022 2023
9.2
0.9
1.0
2.9
4.4
0
Americas
West Med
& Atlantic
East Med
& Adriatic
Other
Consolidated
Central Med
72.7
(7.3)
4.3
19.4
7.8
19.5
29.0
Americas
West Med
& Atlantic
East Med
& Adriatic
Other
Unallocated
Consolidated
Central Med
117.2
11.3
24.1
14.8
26.7
40.3
Americas
West Med
& Atlantic
East Med
& Adriatic
Other
Consolidated
Central Med
0.41
1.39
6.17
6.36
2.27
8.8
7.72
8.41
20.22
10.41
Americas
West Med
& Atlantic
East Med
& Adriatic
Consolidated
Central Med
Passengers (million)
Adjusted EBITDA (USD million)
Adjusted revenue (USD million)
Revenue yields (USD)
EBITDA margin recovery
Our extensive use of outsourcing
through third parties and
contractors to manage the volume-
related work across our cruise ports
means that our cost base has low
fixed costs and is inherently flexible.
Thanks to this flexibility, a share of
our costs automatically expands and
contracts in line with activity levels.
Furthermore, during the pandemic,
we took action to reduce our
fixed costs. As activity levels have
recovered at our cruise operations,
this increased activity is being
managed on a lower cost base than
before the pandemic.
As a result, our Group Adjusted
EBITDA margin increased from
17.4% in the prior Reporting Period
to 62.0%, which was in line with
the historically achieved 60% plus
EBITDA margins.
The strong and improved
profitability of the Company at
normalizing passenger volumes was
clearly evident. Adjusted revenues
increased by USD 76.9 million
compared to the previous Reporting
Period, whereas Adjusted EBITDA
increased by as much as USD 65.7
million – more than 85% of the
additional revenue was turned into
operational profitability.
Primary port revenue yield
Ancillary revenue yield
Source: GPH monthly traffic stats
43Global Ports Holding PLC Annual Report 2023
Financial statements Shareholder informationGovernance reportStrategic report
This was driven primarily by lower
finance income due to lower foreign
exchange gains, which were USD
3.4 million in the Reporting Period,
compared to 20.6 million and the
one-off gain of USD 3.8 million on
the refinancing of the Eurobond in
the prior Reporting Period, partially
offset by USD 1.6 million higher
interest income on cash balances.
Finance costs rose to 47.7 million
from USD 36.9 million. This was
primarily because of higher interest
expense on loans and borrowings of
USD 34.7 million, compared to USD
21.7 million in the prior Reporting
Period. This is mainly due to
interest expenses at Nassau Cruise
Port where, in line with the partial
completion of construction, the
interest is partially expensed and not
fully capitalized anymore.
Net interest expense on a cash basis
was USD 31.3 million vs USD 36.2
million in the prior Reporting Period.
Taxation
The Group’s effective tax rate
was 18.4% for the Reporting
Period compared to 19.4% in the
prior Reporting Period. GPH is a
multinational group and is liable
for taxation in multiple jurisdictions
worldwide.
Despite the significantly lower loss
before tax of USD 9.5 million, the
Group reported stable tax expense
of USD 1.0 million compared to a
USD 0.6 million tax expense in the
prior Reporting Period.
The Group pays corporate tax
due to specific components being
profitable and because losses
created on other components
cannot necessarily be utilized
at the consolidated level.
On a cash basis, the Group’s
income taxes paid amounted
to USD 1.4 million compared
to USD 0.2 million in 2022.
Investing activities
Capital expenditure during the
Reporting Period was USD 100.9
million, compared to 94.6 million
in the prior Reporting Period. Most
of this expenditure was focused
on our continued commitments
to invest in Nassau Cruise Port. In
the Reporting Period, we invested
USD 98.1 million in the Americas
with the vast majority of this
investment focused on the upland
works at Nassau Cruise Port.
On a cash basis and including the
impact of advances in the current
and prior Reporting Periods the
net investments into acquisition of
assets (CAPEX) amounted to USD
78.5 million compared to USD 108.3
million in the prior Reporting Period.
Ege Port Concession Extension
Shortly after the end of the
Reporting Period, GPH reached an
agreement to extend its concession
agreement for Ege Port, by an
additional 19 years to July 2052.
A capital increase at Ege Port has
funded the upfront concession fee
of TRY 725.4 million (ca. USD 38
million) related to this extension. This
capital increase was provided by
GPH only. As a result, GPH’s equity
stake in Ege Port has increased to
90.5% (from 72.5%).
In addition, Ege Port has committed
to invest an amount equivalent
to 10% of the upfront concession
fee within the next five years to
improve and enhance the cruise
port and retail facilities at the port,
and will pay a variable concession
fee equal to 5% of its gross
revenues during the extension
period starting after July 2033.
The upfront concession fee and
related expenses has been financed
by GPH’s partial utilization in an
amount of USD 38.9 million of
the USD 75 million growth facility
provided by Sixth Street. As part
of this additional USD 38.9 million
drawdown, GPH has issued further
warrants to Sixth Street representing
an additional 2.0% of GPH’s fully
Unallocated expenses
Unallocated expenses, which consist
of Holding Company costs, were
USD 7.3 million for the Reporting
Period compared with USD 5.9
million for the prior Reporting
Period. This increase was primarily
driven by a normalization of business
activity, such as marketing and travel
expenses, as activity picked up
across our cruise operations, as well
as increased personnel expenses.
Adjusted EBITDA
Adjusted EBITDA for the Reporting
Period, reflecting the EBITDA
performance of our ports, less
unallocated expenses, was USD 72.7
million. This compares with Adjusted
EBITDA of USD 7.0 million in the
prior Reporting Period.
Depreciation and
amortization costs
Depreciation and amortization
of USD 27.3 million (2022: USD 28.5
million), including USD 19.7 million
(2022: USD 20.7 million) of port
operating rights and right-of-use
amortization. The difference is
driven by lower depreciation and
amortization at our European ports
due to the weaker EUR to USD
exchange rate, offset by the higher
amortization and depreciation at
Nassau Cruise Port, reflecting the
first full year of depreciation for
the main marine works completed
during the prior Reporting Period.
Specific adjusting items
During the Reporting Period,
specific adjusting items were
USD 12.9 million compared with
USD 10.7 million in the prior
Reporting Period. This increase
was primarily the result of increased
project expenses of USD 11.2 million
in particular for expansion projects
(vs. USD 7.9 million in the prior
Reporting Period), offset by lower
impairment losses.
Finance costs
The Group’s net finance charge in
the Reporting Period was USD 42.0
million compared with USD 11.8
million in the prior Reporting Period.
44 Global Ports Holding PLC Annual Report 2023
CFO’s statement continued
diluted share capital (in addition
to the warrants issued at financial
closing in July 2021 equivalent
to 9.0% of GPH’s fully diluted
share capital). The drawdown of
growth financing occurred shortly
before the end of the Concession
Period, whereas the extension was
completed shortly thereafter.
Cash flow
The Group generated an Adjusted
EBITDA of USD 72.7 million in the
Reporting Period, compared to
USD 7.0 million in the prior
Reporting Period.
Operating cash flow was USD 61.3
million, compared to a negative USD
9.4 million in the prior Reporting
Period. This improvement primarily
reflects the substantial increase in
Adjusted EBITDA, supported by
the positive impact of working
capital of USD 3.0 million (vs
negative USD 5.2 million in the prior
Reporting Period), offset by other
operating outflows in the Reporting
Period of USD 14.4 million, which
primarily reflects project expenses
included in specific adjusting
items and correction for the cash
impact of the profit from equity-
accounted investees.
Excluding IFRS 16 lease obligations,
gross debt at 31 March 2023 was
USD 612.3 million compared with
USD 534.7 million at 31 March 2022.
Shortly before the end of the
Reporting Period, GPH, through
a 100% owned special purpose
vehicle (SPV) in Malta, issued EUR
18.1 million of unsecured bonds
due 2030 with a fixed coupon of
6.25% per annum. GPH guarantees
these bonds, and the proceeds will
be used to partially finance GPH’s
investment plans for recent cruise
port acquisitions, mainly in Europe.
Also shortly before the end of the
Reporting Period the Company
partially drewdown on the growth
facility under the Sixth Street loan
(USD 38.9 million) to finance the Ege
Port concession extension and
related expenses.
The main drivers for the increase
in gross debt were the partial
drawdown of the growth facility
under the Sixth Street loan (USD
38.9 million) to finance the Ege
Port concession extension and
related expenses, additional
loans and bonds to finance the
expected CAPEX for recent
European acquisitions (Malta
bond, and bank loans at Tarragona
Working capital was impacted by
an increase in short-term payables
to the Nassau contractor by USD
13 million, offset by the payment
of payables and expense accrual
of major project expenses as of
31 March 2022. Eliminating these
one-off expenses, the working
capital movements would have been
a negative, low single-digit USD
million figure reflecting the build-
up of working capital during the
normalization of business activities
during the Reporting Period.
Net interest expense of USD 31.3
million (net of interest received)
reflects the cash costs of the
outstanding gross debt, the
decrease compared with the USD
36.2 million in the prior Reporting
Period, reflects mainly that for most
of the Reporting Period interest on
the Sixth Street loan was accruing as
payment-in-kind (PIK) interest.
Net capital expenditure (net of
advances used or paid), of USD
78.5 million, primarily reflects the
continued investment in Nassau
Cruise Port.
Debt
Gross debt at 31 March 2023 was
USD 672.4 million compared with
USD 598.6 million at 31 March 2022.
Cash flow
Cash flow (in USD million)
12 months
ended
31 March 2023
12 months
ended
31 March 2022
Operating profit/(loss) 28.2 (29.7)
Depreciation and Amortization 27.3 28.5
Specific adjusting items 12.9 10.7
Share of profit/(loss) of equity-accounted investees 4.3 (2.4)
Adjusted EBITDA 72.7 7.1
Working capital 3.0 (5.2)
Other (14.4) (11.3)
Operating cash flow 61.3 (9.4)
Net interest expense (31.3) (36.2)
Tax paid (1.4) (0.2)
Net capital expenditure including advances (78.5) (108.3)
Free cash flow (49.9) (154.1)
Investments – 23.4
Change in gross debt 54.1 56.5
Dividends (1.1) 1.8
Related party financing 21.9 3.0
Net cash flow 25.0 (69.4)
45Global Ports Holding PLC Annual Report 2023
Financial statements Shareholder informationGovernance reportStrategic report
Cruise Port and Canary Island
Cruise Ports, combined USD 25.4
million), in addition to accrued
(PIK) interest under the Sixth
Street loan, partially offset by
scheduled loan amortizations.
Net debt excluding IFRS 16
Leases was USD 494.0 million at
31 March 2023 compared with
USD 435.0 million at 31 March
2022. The additional gross debt
incurred in additional loans and
bonds by way of additional loans
and bonds described above had
no material impact on net debt in
the Reporting Period as the funds
remained on the balance sheet as
cash as at 31 March 2023 and have
been invested shortly after the
end of the Reporting Period (Ege
Extension) or will be invested (debt
raised for European expansion).
The increase in net debt is primarily
driven by CAPEX at Nassau Cruise
Port from the prefunded debt and
equity capital raised, offset by the
positive operating cash flow.
Global Investment Holdings (GIH),
the majority shareholder of the
Company has provided long-term,
subordinated shareholder loans
which as of 31 March 2023, amounted
to USD 24.9 million, an increase of
USD 21.9 million during the Reporting
Period, to finance project expenses,
debt service and general corporate
purposes. These funds have helped
support the continued expansion of
the Group while cruise operations
and debt capacity were significantly
impacted by Covid and existing
financial agreements.
Strategic review and financing
In May 2021, GPH entered into a five-
year, senior secured loan agreement
for up to USD 261.3 million with Sixth
Street. This financing provided for
two term loan facilities, consisting
of an initial five-year facility of
USD 186.3 million and an additional
five-year growth facility of up to
USD 75 million (of which USD 38.9
million has been drawn down as of
30 June 2023).
As part of this financing, GPH has
issued warrants to Sixth Street
representing a total of 11.0% of
GPH’s fully-diluted share capital. The
warrants will become exercisable
by Sixth Street upon certain specific
events, including the acceleration,
repayment in full or termination
of the loan, de-listing of GPH or a
change of control.
In January 2023, GPH announced
that it was undertaking a strategic
review of the Group’s current capital
and financing structure including
considering a range of potential
corporate activity including strategic
investments, joint ventures and new
partnerships, for the purpose of
exploring ways to maximise value
for all stakeholders.
As part of this review, GPH has
engaged advisors and is in advanced
discussions with rating agencies
regarding a private rating assessment
for the prospective issuance of
further debt instruments by the
Group, targeting an investment
grade rating. The main purpose of
the prospective financing would be
to prepay the Sixth Street financing
in order to reduce financing costs
and extend the maturity of this
debt, as well as provide capital for
further growth. There can be no
certainty what final credit rating will
be achieved, and with respect to the
terms, timing or implementation of
any refinancing. Further details will
be provided when it is appropriate
to do so.
Capital commitments
Shortly after the end of the
Reporting period, GPH has
completed the aforementioned
extension process for Ege Port
investing ca. USD 38.0 million to
extend the concession from 2033
to 2052.
The work to transform Nassau Cruise
Port, which has been the primary
driver of our increased borrowings
over recent years, is now largely
completed. The remaining cash
CAPEX expected at Nassau Cruise
Port during the 2024 Reporting
Period is around USD 20 million.
Global Ports Canary Islands S.L.
(GPCI), our 80:20 joint venture
between GPH and local partner,
Servicios Portuarios Canarios,
is scheduled to invest over the
next two Reporting Periods
approximately EUR 42 million into
constructing new cruise terminals
and modular terminal facilities
at our three Canary Island ports.
Debt financing for this project is
in advanced stages with a Spanish
bank, and a debt funding ratio
of 75% is expected. The equity
contribution will be shared with the
local partner on a pro rata basis.
Also in Spain, we plan to invest
approximately EUR 5.5 million into
building a new state-of-the-art
modular cruise terminal at Tarragona
Cruise Port. The debt financing for
this project is already secured from
a local bank and fully disbursed in
form of a long-term loan amounting
to EUR 3.95 million.
Nassau Cruise Port refinancing
Shortly after the end of the
Reporting Period, Nassau Cruise
Port successfully refinanced its
local bond issued in June 2020.
The refinancing resulted in an
increase in the nominal outstanding
amount to USD 145 million inter
alia because of the refinancing of
accrued interest and transaction
expenses (from USD 134.4 million)
and a reduction in the fixed coupon
to 6.0% (from 8.0%), reducing
the annual interest payment by
USD 2.0 million. The maturity
date of 2040 remains unchanged,
as does the principal repayment
schedule, which is 10 equal annual
payments from June 2031. The
bond remains non-recourse to
GPH or any other Group entity.
Jan Fomferra
Chief Financial Officer
46 Global Ports Holding PLC Annual Report 2023
Market review
A YEAR OF
RECOVERY
Activity levels across the global
cruise sector increased significantly
during the Reporting Period. The
steady rollback of Covid-19 travel
restrictions, the redeployment of
the global cruise fleet and the
measured build-up of occupancy
rates and bookings meant that by
the end of the Reporting Period,
the cruise industry was poised for
a record performance in the 2023
cruise season.
The early part of the Reporting
Period was characterised by the
continued impact of Covid-19. The
Omicron variant, which rose to
prominence towards the end of
the calendar year 2021, caused a
delay in the easing of government
imposed travel restrictions in some
regions. Although they had virtually
disappeared by the beginning of
the Reporting Period, they had
a negative impact on consumer
behaviour for several months.
The conflict in Ukraine, which
broke out in February 2022, also
had a detrimental effect on
consumer behaviour.
This lingering impact was the
result of a combination of factors.
The imposition of renewed
travel restrictions led to some
cruise lines pausing their phased
relaunch plans for their cruise fleet,
effectively shifting expected fleet
redeployment plans until later in the
Reporting Period, these restrictions
and the related media headlines
occurred during the important
wave season, a key cruise industry
booking period from the middle of
January to the end of March.
The cruise industry has historically
shown to be resilient to geopolitical
headwinds in a normalised trading
the fourth quarter of the Reporting
Period, they had risen to, or close to,
100%. The European cruise market
entered the seasonally quiet winter
season, with occupancy levels
lagging those experienced in the
Caribbean. However, the industry
anticipates European occupancy
rates to return to pre-pandemic
levels by summer 2023.
In May 2023, Norwegian Cruise Line
(Norwegian) and Royal Caribbean
provided positive updates regarding
occupancy rates. Norwegian
announced that its load factor or
occupancy rate was 101.5% for the
first quarter of the calendar year
2023, compared to just 48% in the
first quarter of calendar year 2022,
while Royal Caribbean occupancy
rates were 102%. Norwegian expects
occupancy rates to reach 105% in
the second quarter of calendar year
2023, and Royal Caribbean expects
occupancy to reach historical levels
by late spring.
A year of records ahead
A substantial number of new ships
joined the global cruise fleet during
the Reporting Period. Among
these new ships were a number
of exciting firsts.
The 4,000-passenger Disney
Wish was launched, the first of
three new Triton-class cruise ships
currently planned by Disney Cruise
Line, Norwegian debuted the
3,600-passenger Norwegian Prima,
the first of four sizable new cruise
ships in the Prima class, and MSC
Cruise debuted the 6,262-passenger
World Europa, the first of four new
ships in its World class.
climate due to the longer booking
cycles compared to land-based
tourism and aviation. However, these
events occurred while the cruise
industry was still in the process of
redeploying the global cruise fleet
and gradually rebuilding occupancy
levels. These events consequently
had a more material impact on the
cruise industry than historically
expected, with closer booking
patterns being most affected.
The phased build-up of occupancy
levels over time meant that each
cruise ship’s occupancy generally
increased with the time it had been
back at sea. Due to this dynamic,
industry occupancy levels rose as
the Reporting Period progressed.
In the US, in July 2022, the Centers
for Disease Control and Prevention
(CDC) announced that its Covid-19
Program for Cruise Ships Operating
in US waters was no longer in
effect. This decision gave cruise
lines the freedom to set standards
themselves. Although the cruise lines
did not change vaccine requirements
and pre-boarding testing
immediately, this announcement
marked the moment that Covid-19
restrictions began to fade.
The global cruise fleet was
effectively fully deployed by the
start of the important Caribbean
winter season. Occupancy rates,
which had increased throughout the
Reporting Period, varied by region.
However, overall they remained
below pre-pandemic levels on
average during the Reporting
Period.
The important Caribbean cruise
market experienced the strongest
recovery in occupancy levels. By
47Global Ports Holding PLC Annual Report 2023
Financial statements Shareholder informationGovernance reportStrategic report
Capacity
0
100,000,000
80,000,000
90,000,000
70,000,000
60,00 0,000
50,000,000
40,000,000
30,000,000
20,000,000
10,000,000
20142013 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026
2027
292
296
300
316
360
378
402
364
304
421
446
461
477
486
494
Industry booking patterns have been
rebuilt to market norms over the
last 12 months, and all major cruise
lines have reported record booking
trends for 2023.
Long-term industry growth
Looking further into the future,
long-established demand and supply
trends in the cruise industry have re-
established themselves as key drivers
of cruise industry growth. According
to Cruise Industry News, by the end
of 2027, passenger capacity in the
cruise industry is forecast to grow to
over 40 million, a growth rate of 45%
from pre-Covid-19 levels.
The medium- to long-term demand
trends have been largely unaffected
by Covid-19. The growing appetite
for leisure travel, if anything, has
perhaps increased. The introduction
of so many new classes of cruise
ship in such a short time reflects
the industry’s drive to continue
attracting new customers.
Before Covid-19, there was a need
for many cruise ports to invest
significantly in their infrastructure
to meet the needs of the growing
number of cruise ships and the
growing size of these ships as well
as the increased demand from
passengers for an improved cruise
port experience.
Given the expected growth in
the industry out to 2027 and the
expected increase in the size of
ships, investment in cruise port
infrastructure will be critical to
many cruise ports holding onto
the passengers they already
welcome each year, never mind
benefiting from the expected
growth in the industry.
This anticipated growth brings
exciting prospects and potential
risks for those involved in the cruise
port industry. Cruise ports will face
some substantial obstacles due
to the growing size of cruise ships
and the continued growth and
segmentation of the passenger base.
Even though it is not a new class
of ship, Royal Caribbean debuted
Wonder of the Seas during the
Reporting Period. It became the
world’s largest cruise ship, with
a gross tonnage of more than
230,000 and a passenger capacity
of approximately 7,000.
Although it will not hold this title
for long, in January 2024, Royal
Caribbean will launch, Icon of the
Seas, the first ship in its brand new
Icon class. Icon of the Seas will
have a tonnage of 258,000 and a
passenger capacity of up to 7,600,
which will make it the world’s largest
cruise ship.
The scheduled launch of new ships
means the number of available
berths across the global cruise fleet
will reach all-time highs in calendar
year 2023, and when combined with
industry occupancy rates reaching
pre-Covid-19 levels, the industry will
be propelled to exciting new highs.
Cruise industry growth – No. of ships and berth capacity
Number of ships Capacity
48 Global Ports Holding PLC Annual Report 2023
Market review continued
A port today that can successfully
handle two or three ca. 3,000
passenger ships simultaneously
could require significant investment
in order to be able to handle two or
three of the newer passenger ships
simultaneously. The same applies to
smaller ports that can currently only
handle one ca. 3–4,000 passenger
ship at a time.
In the past, tendering gave some
ports the flexibility to absorb more
cruise traffic and passenger volume
than their infrastructure could
handle. The increasing capacity of
the newest ships makes tendering
unfeasible today.
The Covid-19 pandemic may have
delayed the day of reckoning for
some ports. However, with older,
smaller cruise ships having exited
the global cruise fleet since 2019, to
be replaced by newer, larger ships, a
crunch point is likely to be looming
for many destinations. Failure to
make the necessary investment to
build future-proofed cruise port
infrastructure could have profound
implications for local economies.
A sustainable future
The cruise industry is primed for
considerable expansion over the
next few years, and this growth will
be delivered more sustainably than
ever before.
The cruise industry is making
substantial efforts to lessen its
environmental impact. The Cruise
Lines Industry Association’s
members agreed in 2021 to reduce
carbon emissions by 40% between
2008 and 2030, and to make
cruising carbon neutral by 2050.
While critics may call for more
stretching targets, it is important to
note that these objectives are set
against the backdrop of a growing
industry with long asset lives.
The cruise industry’s fuel usage
is perhaps the highest profile
environmental impact. In 2016, new
regulations for fuel oil’s sulphur
concentration were introduced
by the International Maritime
Organisation. According to these
regulations, ships had to cut their
sulphur content from 3.50% in 2016
to 0.50% by 2020 and 0.1% by 2025.
The cruise industry has significantly
invested in retrofitting its current
fleet with technology such as
Exhaust Gas Cleaning Systems
(EGCS) or ‘scrubbers’. In most
cases, these can reduce the sulphur
content from 3.5% to the 0.1%
required for the 2025 deadline
and today’s current emission
control areas.
The industry is also investing heavily
in shore power capability and
alternative fuels. MSC recently took
delivery of MSC World Europa, the
first ship in its new World class. This
ship is currently the largest Liquefied
Natural Gas (LNG) fuelled ship in
the global cruise fleet. In addition
to using LNG, the ship also utilises a
selective catalytic reduction (SCR)
system, capable of reducing NOx
emissions by 90% when LNG is not
utilised. It is also capable of using
shore power when in port. Around
50% of the current cruise ship order
book, measured by gross tonnage,
comprises ships that will run on
LNG, according to a white paper by
TotalEnergies titled ‘The Drive for
Cleaner Marine Fuels’.
The cruse industry is forecast to experience
significant growth in passenger volumes out
to2027.
Market capacity (total number of passengers each year at 100% occupancy)
2019 2022 2023 2024 2025 2026 2027
Passenger numbers 27,736,118 26,484,699 31,164,308 33,445,141 35,231,301 36,886,831 37,403,469
Source: Cruise Industry News 2023 Annual Report
Expected improvement in sustainability credentials of global cruise fleet
No. LNG-powered
ships
Advanced waste
water treatment
systems (% of fleet)
Shoreside power
connectivity
(% of fleet)
Exhaust gas
cleaning systems
(% of fleet)
2021 <5% 74% 35% 76%
Order book 61% 100% 98% 88%
Source: Oxford Economics and Cruise Industry News
49Global Ports Holding PLC Annual Report 2023
Financial statements Shareholder informationGovernance reportStrategic report
49Global Ports Holding PLC Annual Report 2023
The Carbon Intensity indicator (CII),
a new indication of a ship’s carbon
intensity based on grammes of CO
2
emitted per cargo-carrying capacity
and nautical miles traversed, came
into force during the Reporting
Period. Under this regulation, all
cruise ships over 5,000 gross tonnes
must record and report on this
measure. These ships will be rated
between A and E, with those rated
D or lower being required to take
action to reduce emissions.
This measurement will provide the
cruise sector with some particular
challenges. The distance between
some ports may be relatively short
in some itineraries. As a result, a
cruise ship may travel relatively
slowly between the destinations. The
fact that an essential component
of the CII is the distance travelled
would mean such port-to-port
journeys would record a relatively
high CII, while a longer journey
with higher emissions overall could
record a lower CII. Similarly, while
in port, cruise ships that cannot use
shore power produce emissions,
but because they are not travelling,
their CII will rise, even though their
absolute emissions would be lower
than if they were sailing. Such
outcomes could promote behaviour
that increases emissions while
delivering a lower CII.
The industry is not only
concentrating on lowering the
impact of its fuel while at sea;
shoreside power or cold ironing
is another area that is receiving a
lot of attention and investment.
Ships can use shore power to use
locally-generated electricity while
in port. The CLIA declared in 2022
that by 2035 all cruise ships would
be equipped to use shore power.
Not all ports will be able to supply
shore power. However, in many
of those that can, port operators,
local governments, cruise lines and
port authorities are working closely
together to deliver the investment
needed to supply shore power.
The cruise industry is not just
focused on emissions; the major
cruise lines have all set sustainability
targets and goals. These include
reducing waste, managing
wastewater and water resources
responsibly and sustainable
sourcing. While there is much
work still to be done, the cruise
industry is undoubtedly serious
about improving its sustainability
credentials.
GPH experienced a significant
increase in cruise activity during
the Reporting Period and, like the
industry, saw a steady improvement
in occupancy rates as the period
progressed. You can read more
about our performance and outlook
for the 2024 Reporting Period in
our Operational review on
pages 50 to 55.
We expect to welcome a record
number of cruise passengers in the
year ahead, with cruise passenger
volumes at our consolidated ports
for the 2024 Reporting Period
currently expected to be 11.8 million.
The industry’s growth is increasing
the need for many ports to invest
in their cruise port facilities to
accommodate the needs of cruise
line passengers not just today but
also for the next 10–20 years.
The cruise industry faces an
exciting future. However, there
will need to be a significant
investment in cruise port facilities
to facilitate this growth. Alongside
this investment, the operational
know-how required to handle
increasingly larger ships and
sharply rising passenger numbers
requires increasingly sophisticated
operational management systems
and procedures. Read more about
our USPs on page 14.
GPH’s significant experience and
know-how in port and destination
development and global cruise
port operations, honed from our
experiences worldwide, means we
are well-positioned to play a primary
role in this investment and industry
growth in the years ahead. Read
more about some of our recent
cruise port investments on
pages 4 to 9.
The cruise industry is on a multi-
decade sustainability journey, and
GPH is on its own sustainability
journey as we seek to reduce our
impact on the environments in
which we operate and to help
facilitate the cruise industry meeting
its environmental goals. We have
established a sustainability group
and have engaged an external
consultant to help accelerate our
sustainability journey.
We are already working on a
range of projects, such as those to
increase our use of solar power at
our ports. In addition to our own
environmental impact, we continue
to work on projects to help facilitate
the introduction of low-carbon fuel
or power at ports, shore power or
LNG bunkering. We look forward
to the completion of Infrastructure
Malta and Transport Malta’s EUR
50 million shore power works in
Valletta, Malta, which will reduce
emissions in the Grand Harbour
by 90%.
Read more about our sustainability
journey on pages 18.
HOW THIS IMPACTS GPH
50 Global Ports Holding PLC Annual Report 2023
Nassau
Ha Long
Singapore
Prince Rupert
Antigua &
Barbuda
Vigo
Fuerteventura
Las Palmas
Lanzarote
Lisbon
Málaga
Barcelona
Cagliari
Tarragona
Valletta
Bodrum
Kuşadası
Zadar
Catania
Venice
Port of Adria
Bar
La
Goulette
Taranto
Kalundborg
Crotone
Alicante
Operational review
Given the strong performance of the Group
and the continued growth in the number
of ports in the network, it was decided
during the Reporting Period to restructure
the segmental financial reporting of the
Group. GPH will now report by geographic
segment, which better matches our
organisational structure.
51Global Ports Holding PLC Annual Report 2023
Financial statements Shareholder informationGovernance reportStrategic report
GPH’s operational performance
in the Americas in the Reporting
Period includes GPH’s two Caribbean
ports, Antigua Cruise Port and
Nassau Cruise Port, as well as Prince
Rupert, Canada, which was added
to the network during the Reporting
Period, but did not welcome its first
cruise call until after the end of the
Reporting Period when the Alaskan
summer season 2023 started in April.
Trading in the Americas region
improved strongly, with passenger
volumes of 4.4 million for the
Reporting Period compared to just
1.5 million in the prior Reporting
Period. Our Americas region
reported Adjusted revenue of USD
40.3 million and Adjusted EBITDA
of USD 29.0 million, generating an
Adjusted EBITDA margin of 72.0%.
Nassau Cruise Port
Nassau Cruise Port benefited from
its proximity to the key home ports in
Florida and the cruise lines’ near-term
desire to operate a higher volume
than normal of short cruises in this
part of the region at the expense of
longer itineraries to other parts of
the Caribbean. This decision helped
Nassau Cruise Port report a 196%
increase in cruise passengers to
3.8 million.
Nassau Cruise Port, on some days,
is now hosting six cruise ships
simultaneously, utilising the new
berthing that was created as part
of our significant investment into
the port. On 27 February 2023, the
port welcomed a record 28,554
passengers in a single day.
Our investment in the transformation
of Nassau Cruise Port continued
throughout the Reporting Period. In
May 2023 the port hosted its
grand opening party, welcoming
over 500 local and industry
partners to experience new
upland facilities and the fantastic
experience that now awaits cruise
passengers at the port. Our vision for
this iconic port is becoming a reality,
and we believe this port will stand
as a testament globally to our cruise
port and destination development
capabilities.
Antigua Cruise Port
Due to the major US cruise lines
focusing on short cruises close to the
Southern US home ports throughout
the winter 2022-23 cruise season, the
recovery rate in passenger volumes
at Southern Caribbean cruise ports
was less strong.
For GPH, this meant Antigua Cruise
Port’s cruise operations recovered at
a slower pace than that experienced
by Nassau Cruise Port.
While the recovery was slower, cruise
passenger volumes at Antigua Cruise
Port of 556,000 in the Reporting
Period were still up 135% from the
237,000 welcomed during the prior
Reporting Period.
Our Americas operations achieved
a milestone in the last year with the
signing of our first cruise port in
North America. Signing a 10-year
terminal operating agreement,
with a 10-year extension option, for
Prince Rupert Cruise Port in British
Columbia, Canada, is an important
step in our continued growth.
Prince Rupert Cruise Port is located
at the heart of the British Columbian
cruise market, just 40 miles from
Alaska, one of the largest cruise
markets in the world, and ideally
placed for cruise itineraries to and
from the key homeports in the
region: Seattle and Vancouver.
Prince Rupert Cruise Port is
expected to welcome nearly 80,000
passengers over the 2023 Alaskan
summer cruise season. The port has
the infrastructure and capability
to handle larger ships, and GPH
expects to drive a significant
increase in passenger volumes
in the years ahead.
AMERICAS
PORTS
Antigua Cruise Port
100%
GPH ownership
Acquisition date:
2019
End of concession:
2049
Nassau Cruise Port
49%
GPH ownership
Acquisition date:
2019
End of concession:
2048
Prince Rupert Cruise Port
100%
GPH ownership
Acquisition date:
2023
End of concession:
2032
In August 2022, GPH signed a 30-
year concession agreement for San
Juan Cruise Port, Puerto Rico.
In October 2022, a MoU was signed
for a 30-year concession, with a 10-
year extension option, for the cruise
port of St Lucia.
52 Global Ports Holding PLC Annual Report 2023
Operational review continued
GPH’s operational performance
for the West Med & Atlantic region
includes our Spanish ports Barcelona,
Fuerteventura, Lanzarote, Las
Palmas, Málaga, and Tarragona, as
well as Kalundborg, Denmark, and
the equity pick-up contribution from
Lisbon and Singapore. Alicante
Cruise Port will start to contribute in
the 2024 Reporting Period.
Overall passenger volumes were
2.9 million, an increase of 450%
compared to the comparable
Reporting Period. This strong
performance was despite the fact
that, at the start of the Reporting
Period, the recovery in passenger
volumes in this region was negatively
impacted by the uncertainty around
the Omicron variant during the
important 2022 booking season and
the lower onboard capacity limits set
by the cruise lines as they ramped up
operations in early summer 2022.
The easing of travel restrictions as
the Reporting Period progressed
led to increased cruise activity
across our West Med & Atlantic
region. Call volumes, particularly
at Barcelona, the largest port in
the Mediterranean, were strong
and by the end of the 2022 season
were close to 2019 levels. However,
occupancy rates, which rose steadily
throughout the Reporting Period,
remained below industry norms. The
major cruise lines expect occupancy
to reach fully recover ahead of the
summer season 2023.
Barcelona Cruise Port welcomed
Virgin Voyages’, Valiant Lady, for its
inaugural homeporting season. Our
refurbishment of the WTC Terminal
South in Barcelona was completed
ahead of the 2023 cruise season, this
investment was a key factor in the
port attracting more luxury cruise
lines, including Virgin Voyages.
Kalundborg Cruise Port, Denmark,
marked a milestone during the
Reporting Period when it welcomed
AIDAnova, the largest ship to ever
call at the port.
The West Med & Atlantic network
grew its cruise port footprint further
during the Reporting Period. At the
beginning of the Reporting Period,
Tarragona Cruise Port joined the
network after we signed a 12-year
concession with a six-year extension
option. This port recently underwent
a EUR 30 million investment into
the port infrastructure by the port
authority, including a new cruise pier
and the provision of shore power.
Under the terms of the concession
agreement, GPH will invest in
building a new state-of-the-art
modular cruise terminal expected to
cost around EUR 5.5 million, which
will utilise solar power to ensure the
sustainable provision of the terminal’s
energy needs.
We added three new ports to the
network In August 2022 when
GPH’s 80:20 joint venture with a
local partner signed concession
agreements in the Canary Islands:
Las Palmas Cruise Port (40 years);
Lanzarote Cruise Port (20 years); and
Fuerteventura Cruise Port (20 years).
As part of the agreements, the joint
venture will invest approximately
EUR 42 million into constructing a
new cruise terminal in Las Palmas
and modular terminal facilities
in Lanzarote and Fuerteventura.
These three cruise ports handled 1.5
million cruise passenger movements
in 2019, compared to 0.8 million
passengers handled since the
takeover late in 2022, a period which
was characterized by the recovery
towards pre-pandemic levels, ramp-
up phase by GPH and only partially
covered the main winter season.
Shortly before the end of Reporting
Period, we added Alicante Cruise
Port, Spain, when we signed a 15-year
cruise port concession with the same
partner and the same joint venture
structure as in the Canary Islands.
PORTSWEST MED & ATLANTIC
Barcelona
Cruise Port
62%
GPH ownership
Acquisition date:
2013-2014
End of concession:
2026 (WTC Wharf),
2030 (Adossat Wharf)
Fuerteventura
Cruise Port
80%
GPH ownership
Acquisition date:
2022
End of concession:
2042
Las Palmas
Cruise Port
80%
GPH ownership
Acquisition date:
2022
End of concession:
2062
Lisbon
Cruise Port
46.2%
GPH ownership
Acquisition date:
2014
End of concession:
2049
Alicante
Cruise Port
80%
GPH ownership
Acquisition date:
2023
End of concession:
2038
Málaga
Cruise Port
62%
GPH ownership
Acquisition date:
2013-2014
End of concession:
2038 (Levante),
2041 (Palmeral)
Lanzarote
Cruise Port
80%
GPH ownership
Acquisition date:
2022
End of concession:
2042
Tarragona
Cruise Port
100%
GPH ownership
Acquisition date:
2022
End of concession:
2034
Kalundborg
Cruise Port
100%
GPH ownership
Acquisition date:
2021
End of concession:
2041
Singapore
Cruise Port
24.8%
GPH ownership
Acquisition date:
2014
End of concession:
2027
53Global Ports Holding PLC Annual Report 2023
Financial statements Shareholder informationGovernance reportStrategic report
Our Central Med region includes
Valletta Cruise Port, Malta, GPH’s
four Italian ports (Cagliari, Catania,
Crotone and Taranto) and the
equity pick-up contribution from La
Goulette, Tunisia and Venice Cruise
Port, Italy.
Trading in this region was similar
to that experienced in the West
Med & Atlantic region, with cruise
calls rising strongly compared to
the prior Reporting Period but
with lower than-normal occupancy
levels. Like with the West Med,
occupancy levels rose as the
Reporting Period progressed.
The Central Med region, driven by
Valletta Cruise Port, GPH’s largest
port in this region, welcomed 1.0
million passengers in the Reporting
Period, a significant increase of
208% from the 328,000 passengers
welcomed in the comparable period
but 26% lower than the 1.4 million
welcomed in the 12 months to
March 2020.
The work to complete the EUR
49.9 million Grand Harbour clean
air project in Valletta is progressing
well. Infrastructure Malta and
Transport Malta are funding this
project, which includes a EUR 37
million investment to provide shore
power to five cruise ship quays and
is expected to complete shortly. We
were delighted when Valletta Cruise
Port was awarded ‘World’s Best
Cruise Terminal for Sustainability’
by the World Cruise Awards.
Elsewhere, we extended the
concession at Cagliari, by two years,
at no cost, and Taranto Cruise Port
was awarded Destination of the Year
at the Seatrade Cruise Awards.
We were delighted when La
Goulette Cruise Port, welcomed the
return of cruise passengers during
the Reporting Period. After a seven-
year break, this was an important
moment for La Goulette Cruise Port,
the country of Tunisia and all of our
local stakeholders.
PORTSCENTRAL MED
Cagliari
Cruise Port
70.9%
GPH ownership
Acquisition date:
2016
End of concession:
2029
Crotone
Cruise Port
100%
GPH ownership
Acquisition date:
2022
End of concession:
2026
Taranto
Cruise Port
100%
GPH ownership
Acquisition date:
2021
End of concession:
2041
Venice
Cruise Port
11.2%
GPH ownership
Acquisition date:
2016
End of concession:
2024
Catania
Cruise Port
63.2%
GPH ownership
Acquisition date:
2016
End of concession:
2026
La Goulette
Cruise Port
50%
GPH ownership
Acquisition date:
2019
End of concession:
2036
Valletta
Cruise Port
55.6%
GPH ownership
Acquisition date:
2015
End of concession:
2066
54 Global Ports Holding PLC Annual Report 2023
Operational review continued
GPH’s East Med & Adriatic operations
include the flagship Turkish port
Ege Port, as well as Bodrum Cruise
Port, Türkiye and Zadar Cruise Port,
Croatia. In this region, the impact
on passenger volumes of lower
than-normal occupancy levels was
outshone by the significant increase
in cruise calls compared to the
comparable Reporting Period.
Passenger numbers in the East Med
& Adriatic region were 905,000, a
significant increase of 4,289% from
the 21,000 welcomed last fiscal year
and the 351,000 in the pre-pandemic
12 months to March 2020. This strong
recovery in passenger volumes was
driven by the performance of our
Turkish ports.
In 2017, our Turkish ports suffered a
sharp drop in passenger numbers
due to geopolitical concerns. In early
calendar year 2020, bookings from
the cruise lines indicated that Ege
Port would report a strong recovery
in passenger volumes. Unfortunately,
the onset of the Covid-19 pandemic
meant this expected recovery did
not materialise.
Despite the lower-than-normal
occupancy levels across the industry
in the Reporting Period, the pent-
up demand to return to cruising
to Turkish ports drove the strong
performance in the East Med &
Adriatic region.
During the Reporting Period, Ege
Port welcomed Odyssey of the Seas,
the largest ever cruise ship to call at
a Turkish port. Zadar hosted a record
four ships simultaneously.
These further records and new
highs underpins the strength of the
industry and expected growth across
the industry in terms of the number
of cruise ships in the global cruise
fleet and the size of those ships.
On 6 February 2023, an earthquake
in the east of Türkiye caused
significant damage to buildings
and infrastructure and caused a
humanitarian crisis. The earthquake
had no impact to our Turkish cruise
ports or the communities they are
located in, but we opened our cruise
ports in Türkiye to help support the
relief efforts.
The ports were utilised as logistics
centers and provided temporary
accommodation for some of the
victims. In all of our destinations, we
set up an earthquake relief campaign
in collaboration with local and
international NGOs at our ports.
Shortly after the end of the Reporting
Period, GPH reached an agreement
to extend its concession agreement
for Ege Port. The original concession
agreement was due to expire in July
2033, and following this extension
agreement, the concession will now
expire in July 2052.
PORTSEAST MED & ADRIATIC
Bodrum
60%
GPH ownership
Acquisition date:
2007
End of concession:
2067
Ege Port Kuşadası
90.5%
GPH ownership
Acquisition date:
2003
End of concession:
2052
Zadar
100%
GPH ownership
Acquisition date:
2018
End of concession:
2038
55Global Ports Holding PLC Annual Report 2023
Financial statements Shareholder informationGovernance reportStrategic report
Our Other reporting segment
includes our commercial port,
Port of Adria, Montenegro, our
management agreement for Ha
Long Cruise Port, Vietnam and the
contribution from our new Port
Services Businesses.
Our Ancillary Port Services are
services aimed at enhancing cruise
passengers’ overall experience in
the port and destination. These
new Ancillary Port Services include
services such as provision of
shore services, stevedoring, waste
removal, and luggage/passenger
screening services, and are provided
by Shore & Balearic Handling
and other entities under GPH
Destination Services.
We are focused on growing our
Ancillary Port Services at GPH-
operated cruise ports as well as
ports operated by third parties.
For example, during the Reporting
Period we provided a range of Port
Services to Virgin Voyages’ ships
at Spanish ports. At Barcelona,
we provided and managed an
encompassing range of services
directly or via third parties, including
stevedoring, port agency and crew
services. We also provide services
at our ports in Málaga and Lisbon
and an additional four non-GPH
Spanish and Portuguese ports.
This agreement is an exciting
development and an important first
step in our ambitions to grow our
Ancillary Port Services revenues.
As a result of the change to our
segmental financial reporting, we
no longer report Port of Adria’s
performance separately, reflecting
our strategic focus on cruise
operations and the fact Port of
Adria’s EBITDA contribution to the
Group is small. The Board of Global
Ports Holding continues to consider
its options regarding Port of Adria,
including its potential sale.
PORTSOTHER
Ha Long
Management
agreement
GPH ownership
Acquisition date:
2019
End of concession:
2034
Port of Adria
63.2%
GPH ownership
Acquisition date:
2013
End of concession:
2043
56 Global Ports Holding PLC Annual Report 2023
Section 172 statement
STAKEHOLDER
ENGAGEMENT
The Directors are aware of their duty
under Section 172 of the Companies
Act 2006 to act in the way which
they consider, in good faith, would
be most likely to promote the long-
term success of the Company for the
benefit of its members as a whole
and, in so doing, take into account
the need to build and maintain
strong relationships with all key
stakeholders, whether they are from
within the Group or outside.
GPH looks after assets that were
built decades ago and we currently
have concession agreements
that do not end until the 2060s.
A key element of our strategy
is to successfully add new long-
term, multi-decade, cruise port
concessions and agreements to
our network, expanding our
global network.
The length of our concession
agreements means the Board is very
aware that our short-term decisions
today will impact our business and
all of our stakeholders not just for
years but for decades to come.
Set out in the table below are
details of our key stakeholders, with
details on how the Board engaged
with them in the period and what
significant actions have resulted
from this engagement.
The support of our stakeholders is key to how we operate
and we engage with them as part of our day-to-day business.
57Global Ports Holding PLC Annual Report 2023
Financial statements Shareholder informationGovernance reportStrategic report
EMPLOYEES GOVERNMENT AND LOCAL AUTHORITIES
Across the Group we have over 594
employees from at least 15 nations.
In a service industry like ours, the
importance of our employees cannot
beoverestimated.
Governments and local authorities are
often our ultimate landlords, but they
are also our partners.
Issues that matter to them
• Fair and equitable remuneration.
• Healthy & safe working environment
• Career development opportunities.
• Diversity and inclusion.
Issues that matter to them
• Growing passenger volumes.
• Passenger spend in the destination.
• Direct and indirect employment of locals.
• Economic impact in the destination.
• Management of passenger impact in the destination.
• Sustainability of our cruise port operations in their
country or region.
How we engage
• We communicate and engage with our employees
in many ways to ensure they understand our mission
and values.
• We communicate our health and safety policies and
ensure our employees are suitably trained.
• All of our team have individual performance reviews,
which allows the identification of training needs and
career aspirations.
• Senior management visits to ports were reintroduced.
• We also reintroduced our Port GM and senior
management face-to-face meetings during the
Reporting Period and we also held a number of small
GM meetings at various industry events.
How we engage
• Our Board, senior management and Port GMs
meet regularly in person or virtually with senior
government ministers, local government officials
and port authorities.
• Our senior team regularly present on the benefits
that GPH can bring to a port and destination in terms
of investment, operational expertise, passenger
growth, local stakeholder engagement, and direct
and indirect employment.
• We also work and collaborate with government and
local authorities on projects such as the provision of
shore power at Valletta Cruise Port.
Examples of significant actions
resulting from engagement:
• The cost of living has been an important topic
globally in the Reporting Period. As a result of
the ongoing pressure, we went through a process
of granting measured and locally relevant pay
increases across the Group.
Examples of significant actions
resulting from engagement:
• Awarded cruise port concessions for Alicante Cruise
Port, Fuerteventura Cruise Port, Lanzarote Cruise Port,
Las Palmas Cruise Port and Tarragona Cruise Port.
• We also added our first cruise port in North America,
Prince Rupert Cruise Port, Canada.
• We signed a concession agreement for San Cruise
Port, Puerto Rico and an MoU for St Lucia Cruise Port,
St Lucia.
• After the end of the Reporting Period we extended our
concession for Ege Port by 19 years to 2052.
We rely on our employees to uphold our values and
vision and to enable the delivery on our strategic
priorities. Attracting and retaining the right people is
essential to maintaining and evolving our company
culture and generating long term sustainable value
for our shareholders
Strong engagement with government and local
authorities at all levels is essential to our business.
58 Global Ports Holding PLC Annual Report 2023
Section 172 statement continued
OUR COMMUNITIES & ENVIRONMENT INVESTORS
While our cruise ports are a gateway
to a destination and bring employment
opportunities and economic benefits
to local economies, we are acutely
aware of the broader needs of the local
communities in which we operate.
The continued support of our investors
plays a pivotal role in supporting and
financing our business. We endeavour
to maintain a close and supportive
relationship with shareholders and
debtproviders.
Issues that matter to them
• Employment opportunities.
• Good employment practices and supporting
local communities.
• Providing opportunities for local businesses to benefit
from tourism and trade.
• Environmental impact of our port operations and
promotion of sustainable practices.
• Environmental and social impact of cruise tourism in
the destination.
Issues that matter to them
• GPH’s financial performance, both in the short term
and long term.
• Strong communication on our growth strategy.
• Successful execution of the Group’s strategy.
• Development of a credible sustainability strategy.
How we engage
• Our senior management and Board members engage
directly with local communities, particularly at
new ports.
• Our senior management and port management
engage directly with local interest groups and
stakeholders, such as local business owners and taxi
driver associations. At new ports this engagement,
where possible, occurs before a port is added to
the network.
How we engage
• Engagement with our investors is driven by our
investor relations programme.
• During the Reporting Period we returned to in-person
meetings with investors and stepped up our ad hoc
calls and meetings with equity investors.
• Our Chairman/CEO and CFO also met with
shareholders throughout the Reporting Period.
• GPH Annual Report, RNS and press statements and
investor presentations.
• We have ongoing engagement and reporting with our
financing banks and debt investors.
Examples of significant actions
resulting from engagement:
• Where appropriate we provide training to local
businesses so they can be better placed to benefit
from cruise tourism.
• We work with local businesses to develop and
promote excursion programmes that will appeal
to cruise passengers. This is particularly important
at new ports in our network, where this kind
relationship and support is new.
• Our GPH operating procedures, and health and
safety procedures ensure strict adherence to
environmental and health and safety protocols.
• We have created a sustainability working group to
accelerate our sustainability journey.
Examples of significant actions
resulting from engagement:
• The Board and senior management remain focused
on delivering on our long-term strategy, which
we believe will be to the long-term benefit of
shareholders and debt providers.
• Shortly after the end of the Reporting Period
Nassau Cruise Port successfully refinanced its
private bond offering, resulting in the nominal
outstanding amount rising to USD 145 million from
USD 134.3 million and the coupon reducing 8.0%
to 6.0%.
We are committed to limiting the impact of our
operations on the environment through sustainable
business practices; and the impact of the Group’s
activities on the environment and the communities
where we operate is an important consideration in our
decision-making.
59Global Ports Holding PLC Annual Report 2023
Financial statements Shareholder informationGovernance reportStrategic report
CRUISE PASSENGERS CRUISE LINES
Cruise passengers are at the heart of our
business and we are passionate about
delivering a great experience at every
one of our ports.
Cruise lines are our customers and
our partners. Delivering a service that
meets the needs of cruise lines and their
customers at every one of our ports is
central to our continued success.
Issues that matter to them
• Safe and welcoming environment.
• Well-invested port facilities.
• Helpful information on the destination.
• Convenient transport links.
• Enjoyable and unique things to do in the port and
the destination.
Issues that matter to them
• Safe and welcoming environment for their ship,
passengers and crews.
• Berthing and pricing policies.
• Berths being available when expected.
• Good provision of ship and port services.
• High passenger satisfaction when in port.
• Sustainable cruise port operations and support in
reducing the cruise industry’s environmental impact.
How we engage
• Every time a ship calls, our port teams and our
partners engage with cruise passengers through our
Guest Information Centres and the provision of a
range of ancillary services at each port.
• We carry out regular passenger satisfaction surveys
at all our ports.
How we engage
• Our Board and senior management receive regular
updates from across all our ports on our interactions
with cruise lines.
• The Board and senior management engage and
meet regularly with cruise lines and their senior
management teams on a range of topics.
• Our senior management and port teams attend all
major cruise events which always includes formal and
informal meetings with cruise line executives.
• Some cruise lines are also our partners in a number of
our cruise ports.
Examples of significant actions
resulting from engagement:
• Our investment into Nassau Cruise Port continued,
once completed this investment will transform the
passenger experience at this cruise port.
• We have developed and launched Cruise Genie, an
AI-based app that assists passengers in port, based
on their personal preferences.
Examples of significant actions
resulting from engagement:
• Throughout the Reporting Period we worked with
cruise lines to ensure the successful ramp up of
cruise operations.
• Where appropriate and possible we rolled out our
integrated services package at our ports and third-
party ports.
• We worked closely with the major cruise lines to
ensure they were fully aware of the progress of our
redevelopment of Nassau Cruise Port and how this
would positively impact passengers.
60 Global Ports Holding PLC Annual Report 2023
Corporate responsibility
OPERATING SUSTAINABLY
FOR PEOPLE,
ENVIRONMENTS
AND COMMUNITIES
As the world’s largest independent port operator, we take seriously our responsibilities
towards the safety and well-being of our people, our passengers, and the environments
and communities in which we operate.
There is an increasing global
regulatory focus on sustainability,
climate change, greenhouse gas
and other emissions, and climate
change is a pressing global
challenge. As a Group, we recognize
the significant risks to our operations
and the wider environment posed
by climate change. There is an
urgency to act and for everyone to
play a role in transitioning to a low-
carbon economy.
GPH has begun a project to
accelerate its sustainability journey,
including the need to implement
the Task Force on Climate-related
Financial Disclosures (TCFD)
requirements by next year’s
Annual Report. As a first step,
GPH has appointed independent
sustainability consultants and has
created a sustainability working
group from across the organization.
While this working group is still
in its infancy, it will undertake an
informed climate risk assessment,
including relevant stakeholder
engagement to identify material
risks and opportunities and the
setting, monitoring and reporting
on climate-related targets across
the organization. The sustainability
working group will also work with
internal stakeholders to integrate
climate-related reporting and
risks into management and Board
decision-making.
During the 2024 Reporting
Period, we will undertake our
first assessment using the TCFD
framework. We plan to publish our
first report aligned with the TCFD
requirements in the Group’s 2024
Annual Report.
It is important to note that we
believe this will formalize much of
the work we are already doing as
part of our day-to-day operations.
For example, during the Reporting
Period, Seatrade Cruise announced
that Nassau Cruise Port had
been selected as a finalist in the
Sustainability Initiative of the Year
category for the Nassau Cruise
Port Redevelopment. The project
includes several substantial eco-
friendly design elements, including
the production of 1.5MW of solar
power, full facility LED lighting,
low water usage plans, full facility
recycling plans, and incorporation
of new green space into the
downtown core. Valletta Cruise Port
was awarded ‘World’s Best Cruise
Terminal for Sustainability’ by the
World Cruise Awards.
We look forward to formalizing our
sustainability focus and reporting on
our sustainability targets and goals.
61Global Ports Holding PLC Annual Report 2023
Financial statements Shareholder informationGovernance reportStrategic report
1. A GROUP-WIDE
ENVIRONMENTAL POLICY
Our Environmental Policy sets out
the Group’s over-arching approach
to environmental awareness and
practices, and our HSE Manual
defines all health, safety and
environmental guidance across the
Company. Our policies combine
unified global standards with
specialist local port knowledge.
2. ISO CERTIFICATION
AND SUSTAINABILITY
Our HSE Manual is very closely
aligned with ISO standards and ISO
accreditations. We seek to achieve
relevant ISO certifications for our
ports where possible and practical.
We also consider the globally
recognized EcoPort certification
and assessment programme.
Importantly, we are also focused
on facilitating, where possible,
the cruise industry’s targets for
reduced emissions and a smaller
environmental impact.
3. LOCAL STAKEHOLDER
ENGAGEMENT
We consider ourselves guests
in our host port communities,
and we actively engage with our
host communities to make sure
we contribute positively and
sustainably to local life and needs.
Three primary pillars support our current approach to corporate responsibility:
NON-FINANCIAL AND SUSTAINABILITY STATEMENT
Pursuant to the European Union (Disclosure of Non-Financial and Diversity Information by certain large
undertakings and groups) Regulations 2017 (the Non-Financial Regulations), GPH is required to report certain non-
financial information to provide an understanding of its development, performance, position and the impact of its
activities. Below, we have set out the location of the information required by the Non-Financial Regulations in this
Annual Report.
Requirement Relevant policies Section(s) in Annual Report Pages
Environmental matters Environment Policies Corporate responsibility 62 to 69
Social matters Corporate responsibility 62 to 69
Employee matters Employee Rights Policy Corporate responsibility 62 to 69
Health and Safety Policy Corporate Responsibility Policy Corporate responsibility,
Governance report
62 to 69
70 to 85
Human rights Human Rights Policy Corporate responsibility,
Governance report
62 to 69
70 to 85
Anti-corruption and bribery Anti-Bribery and Corruption Policy Corporate responsibility 62 to 69
Business model Business model 12 to 15
Non-financial KPIs Key performance indicators 28 to 29
62 Global Ports Holding PLC Annual Report 2023
Corporate responsibility continued
1. A GROUP-WIDE
ENVIRONMENTAL POLICY
Our Environmental Policy sets out
the Group’s over-arching approach
to environmental awareness
and practices. It aims to ensure
compliance with environment-
related laws and regulations,
international regulations, and
the legal regulations and ethical
principles in the countries where
the Group operates, as well as
determining relevant internal
responsibilities and rules. Our
Environmental Policy can be
found on our website at www.
globalportsholding.com/investors/
policies/
Section four of the Policy sets out
the Group’s main commitments:
• to abide by the principles and
guidelines of the European
Bank of Reconstruction and
Development with respect
to Environmental and Social
Policy, as published from time
to time, insofar as the same are
compatible with the operations of
a publicly listed company;
• to carry out its port activities
in accordance with applicable
environmental legislation and
international standards;
• to manage and reduce the
environmental impacts of
its business activities and
continuously improve its
environmental performance;
• to reduce its greenhouse gas
emissions to minimize its impact
on climate change;
• to carry out activities to reduce
its air emissions;
• to lower its water consumption
and use of natural resources while
using them in the most efficient
way in all its operations, and treat
and discharge water emissions
(wastewater) in accordance with
applicable legal requirements;
• to conduct activities to assess,
reduce and recycle waste
resulting from our activities at
source and dispose of them as
required by applicable legislation;
• to conduct activities to reduce
energy use and increase energy
efficiency in all stages of its
operations; and
• to continuously monitor our
operations, identify areas for
improvement and set targets.
The Group has also committed
to employee awareness, training,
and disclosure of its environmental
performance to shareholders and
other stakeholders. Our HSE Manual
defines all company health, safety
and environmental guidance.
It is reviewed regularly and updated
to reflect global best practices and
in-house knowledge-sharing across
the business. It was updated in
April 2022.
Several important international
standards create the framework for
our HSE Manual:
• ISO 9001: 2015 – Quality
Management System;
• ISO 14001: 2015 – Environmental
Management System;
• ISO 45001: 2016 – Occupational
Health and Safety Management
System;
• ISO 27001: Information Security
Management System;
• ISO 10002: Customer Satisfaction
Management System;
• ISO 28001: Security Management
Systems for the supply chain; and
• ISO 50001: Energy Management.
By attaining and maintaining
international standards across our
port network, we will comply with
(and often exceed) the requirements
of all applicable local laws. Even
then, we regard these as minimum
standards only and strive to
improve every aspect of our HSE
performance year-on-year.
There is no higher priority at
GPH than the safety of people. It
takes precedence over all other
considerations; no practical or
commercial interest can override it.
Across all our ports, the goal is to
prevent injury, harm and illness
and to ensure the personal safety
of employees, contractors, the
public and our community. Our HSE
Manual ensures that we comply with
legislation and embed activities
and training into our culture to
prevent incidents from occurring
or reoccurring.
If an incident or a ‘near-miss’
occurs, we have defined reporting
procedures and, where applicable,
use the learning we gain to design
preventative action.
63Global Ports Holding PLC Annual Report 2023
Financial statements Shareholder informationGovernance reportStrategic report
Table of certifications
ISO standards Other standards
Port 9001 28001 14001 45001 50001 EcoPorts Green Ports
QSCs for
Spanish
Ports
AMERICAS
Antigua
Nassau
Prince Rupert
WEST MED & ATLANTIC
Alicante
Barcelona 2023 2023 X
Fuerteventura
Kalundborg
Lanzarote
Las Palmas
Málaga X X 2023 X
Tarragona
Valencia
Vigo X X
WEST MED & ATLANTIC
Cagliari X X 2023
Catania X X 2023
Crotone 2023 2023 2023
La Goulette
Taranto X X 2023
Valletta 2023 2023 2023
EAST MED & ADRIATIC
Bodrum X X X X X
Kuşadası X X X X X
Zadar
OTHER
Ha Long X
Port of Adria X X X
64 Global Ports Holding PLC Annual Report 2023
1,756.6
1,054.3
8.55
10.69
2,798.9
4,965.3
0.0045
0.0045
0.0192
4,555.6
6,019.6
6
1
Corporate responsibility continued
Scope 1
(tonnes CO
2
e)
Carbon intensity
per full-time equivalent employee
(tonnes CO
2
e)
Carbon intensity
per m
2
facility area
(tonnes CO
2
e)
Scope 2
location-based (tonnes CO
2
e)
Port network:
1 injury at work
Like any business, our day-to-day
operations carry potential risks that
must be mitigated. In our case, we
welcome millions of passengers
who travel through our facilities;
we work next to and on water, and
accommodate some of the world’s
largest cruise ships.
During the year, there were zero
reportable incidents involving cruise
passengers. There was one injury to
an employee at work during cruise
port operations that required an
absence from work.
Additionally, we lift and move
thousands of tonnes of cargo at
our cargo port every month. To do
this safely, we set rigid processes
and invest significantly in highly
trained teams, equipment and
infrastructure.
At our commercial port, Port of
Adria, there were zero injuries
at work in the Reporting Period,
compared to six in the 2022
Reporting Period. We have worked
hard to increase our employees’
awareness of health and safety
issues, and secure their buy-in to
our safety culture. We have put
an emphasis on ‘toolbox’ training,
techniques and procedures,
and a more robust and constant
reinforcement of the need for safety
in everything we do.
We also commit to taking the
greatest care of our environments.
Our HSE Manual lists recognized
procedures for diverse demands,
including waste handling and
effluents, noise, dredging,
construction, emissions, handling
dangerous substances, underwater
noise and vibration, and spill
prevention and control.
We strongly believe that
sustainability is a central part of our
way of doing business. However,
we look forward to accelerating
our sustainability journey during
the 2024 Reporting Period and
publishing our first report aligned
with the TCFD requirements in the
Group’s 2024 Annual Report.
Scope 1 & 2 total
location-based (tonnes CO
2
e)
2023 2022
1. A GROUP-WIDE
ENVIRONMENTAL POLICY CONTINUED
65Global Ports Holding PLC Annual Report 2023
Financial statements Shareholder informationGovernance reportStrategic report
2. ISO CERTIFICATIONS
AND SUSTAINABILITY
As the world’s largest port operator,
we take our responsibilities towards
sustainability seriously. We seek
to tread as lightly as we can,
minimizing our impact on the planet
and protecting the environments in
which we work.
Our HSE Manual creates the
framework for our environmental
policies, with a central focus on ISO
standards and ISO accreditations.
By seeking to attain and maintain
international standards across our
port network, we comply with
(and often exceed) the requirements
of all local laws that apply to our
operations. Even then, we regard
these as only minimum standards
and strive to improve every
aspect of our HSE performance
year-on-year.
To support our environmental aims
and our goal of growing sustainably,
we introduced an EcoPorts
certification in 2019. EcoPorts is the
main environmental initiative of the
European port sector.
Although we aimed to have all
our ports EcoPorts certified, the
regulations in some regions state
that it is port authorities, rather than
the terminal operator, that gains
EcoPorts certification. Nevertheless,
EcoPorts is more than just a
certification scheme. Its processes
provide a good framework for
environmental standards and
improvement for port operators.
EcoPorts is designed to start a
process of continuous environmental
improvement at a port. The Port
Environmental Review System
(PERS) builds on the policy
recommendations of European Sea
Ports Organisation (ESPO).
Each of our ports has an
environmental improvement plan
in place and is well-positioned
to support their respective
port authorities in achieving
EcoPorts certification.
Sustainability
The cruise industry is taking
significant steps to reduce its
environmental impact. In 2021, the
Cruise Lines Industry Association
members agreed to reduce carbon
emissions by 40% by 2030,
compared with 2008 and target net
carbon neutral cruising by 2050.
In order to achieve this, the cruise
industry will need to adopt a range
of sustainable power solutions
while at sea and in port. Over the
years ahead, as cruise ships on the
current order book enter the market,
there will be a significant increase
in cruise ships capable of using
sustainable power, such as LNG
and shore power.
A significant barrier to the
widespread adoption of shoreside
power is the sizable investment
in power infrastructure required
by local governments or port
authorities before it can be provided.
As well as being expensive, such
works require close collaboration
amongst stakeholders. Furthermore,
in many cases, local power grids
are not able to either provide the
required power or are not able to
provide the required power from
clean energy sources.
As the world’s largest independent
cruise port operator, GPH is ready
to play its part in enabling this
transition to shore power and LNG
at our ports.
During the Reporting Period, the
infrastructure work, carried out in
partnership with GPH, Infrastructure
Malta and Transport Malta, at
Valletta Cruise Port to enable
the provisioning of shore power
made considerable progress. Once
complete, this project will reduce the
nitrogen dioxide emitted by cruise
ships at the port by over 90% and
the sulphur dioxide by 99.6%.
Elsewhere GPH and the port
authority are conducting a feasibility
study for the provision of shore
power at Lisbon Cruise Port.
Regarding GPH’s direct power
needs, we are very focused on
using sustainable power where
feasible. There are ongoing projects
for solar power in Nassau Cruise
Port, Ege Port and Bodrum
Cruise Port. Our plans for our
new Spanish ports: Alicante Cruise
Port, Fuerteventura Cruise Port,
Lanzarote Cruise Port, Las Palmas
Cruise Port and Tarragona Cruise
Port, include energy-self-sufficient
and environmentally friendly
terminal buildings.
We are also working on things like
sustainable maintenance, focusing
on energy-efficient alternatives
such as LED Lighting and high-
efficiency Heating, Ventilation and
Air Conditioning Systems (HVAC) to
maintain comfortable temperatures
with reduced energy consumption.
66 Global Ports Holding PLC Annual Report 2023
Credit: Infrastructure Malta
Corporate responsibility continued
2. ISO CERTIFICATIONS
AND SUSTAINABILITY CONTINUED
67Global Ports Holding PLC Annual Report 2023
Financial statements Shareholder informationGovernance reportStrategic report
We consider ourselves guests in our
port destinations and work hard to
engage with our local stakeholders.
This engagement ranges from
helping good causes in our local
communities to engaging with local
stakeholders and businesses or
promotion of the business interests
of minority groups.
Just some of the examples of how
our ports engaged with their local
communities in the Reporting
Period included:
• At Nassau Cruise Port, we
partnered with the Access
Accelerator, Small Business
Development Centre (SBDC)
to provide vendors with access
to grant funding of up to USD
20,000. The funding will be used
to assist these small Bahamian
business owners with resources
to fit out their marketplace
boutiques within the port
and will aid in the development
of authentic Bahamian tourism
products.
• Nassau Cruise Port supported the
Bain and Grants Town Community
by donating USD 1,500 in
coupons from John’s Shoes &
Accessories for school shoes and
back-to-school supplies.
• Following the tragic events on
the 6 February 2023, our ports in
Türkiye, Kuşadası and Bodrum,
were utilized as logistics centers,
and we provided temporary
accommodation for some of the
victims. Outside of Türkiye, we set
up an earthquake relief campaign
in collaboration with local and
international NGOs at our ports.
• Barcelona Cruise Port continued
to work closely with the Talita
Foundation, which supports the
educational integration of Down’s
syndrome children, both at school
and in society.
We are committed to treading as
lightly as possible, minimizing the
impact on the planet and protecting
the environments in which we work.
Therefore, we work to ensure that
the passengers we welcome are a
benefit and not a burden to local
communities. We consult closely with
local stakeholders, including local
government and tourism agencies,
to avoid undue pressure on the local
environment, infrastructure and
services while widening the economic
benefit of passenger spend.
This consultation starts before
we have taken over a new port
and continues throughout the
concession period.
For example, we ensure that
our Guest Information Centres
promote a wide range of destination
attractions. By doing this, we
provide passengers with the
broadest possible choice while
dispersing the flow of passengers
more evenly around the destination.
We also provide sustainable
transport solutions, such as
electric bikes, so our passengers
can experience a destination in a
sustainable way.
The right thing for our people
We are committed to treating people
equally, fairly and respectfully, applying
the letter and the spirit of the law.
We believe that how any company
treats people inside and outside the
organization is a measure of its true
worth and standing.
3. LOCAL STAKEHOLDER
ENGAGEMENT
GPH is a signatory to the human rights
defined in the United National Global
Compact, the Universal Declaration
of Human Rights, and the Declaration
on Fundamental Principles and Rights
at Work by the International Labour
Organisation (ILO).
In essence, this means we offer equal
employment opportunities for all,
regardless of religion, language,
race, age, colour, nationality, social
background, gender, orientation or
disability. We hire, train and promote
our people according to qualifications,
performance, talent and experience.
We also recognize the right to
freedom of association and collective
bargaining and agreements, and forbid
child and forced labour of any kind.
As at the end of March 2023: female
employees accounted for 25% of
the overall workforce; 47% of white-
collar roles; 32% of C-suite senior
management; and 25% of the Board
of Directors.
GPH will continue to focus on
improving the diversity of our
workforce. We define white collar
as those staff who are office based
and professional workers whose jobs
generally do not involve manual labour
or wearing a uniform or work clothes.
We are committed to a better gender
balance, narrowing the gap and
actively supporting the development
of our high-potential female talent.
In terms of race, language, colour
and nationality, GPH is a truly global
business, and our workforce fully
reflects this. As at 31 March 2023, GPH
employed people from at least 15
countries, and as our business grows,
we expect this number to grow with
it. When we add a new port to our
portfolio, we look to fill our operational
roles with local people.
68 Global Ports Holding PLC Annual Report 2023
Corporate responsibility continued
3. LOCAL STAKEHOLDER
ENGAGEMENT CONTINUED
Employee rights
We seek to ensure that our
employees’ rights are protected
and that they enjoy a safe and
harmonious working environment
free from discrimination,
harassment, mistreatment,
exploitation, abuse and violence.
This is mandated either by law
or through the Company’s Code
of Conduct. The Board acts
with full regard to human rights
considerations, as defined under
the European Convention on
Human Rights and the UK Human
Rights Act 1998 as applied to our
UK businesses.
We are aware of our responsibilities
and obligations under the Modern
Slavery Act and work to ensure that
we comply across the Group. We
also compensate employees fairly
and in line with market conditions.
an be found on our Modern Slavery
statement can be found on our
website at www.globalportsholding.
com under Investors – Governance –
Policies – Modern Slavery Statement.
Discrimination
Everyone has the right to equal
treatment and respect; in line with
this principle, discrimination is
prohibited at GPH.
Discrimination can manifest itself
directly or indirectly:
1. Direct discrimination refers to the
unfair treatment of an employee
based on their gender, race, colour,
disability, age, sexual orientation,
pregnancy, ethnicity, social origin,
nationality, ancestry, language,
religion/faith, political or other
views, as well as membership of
any minority group.
2. Indirect discrimination occurs
where equal treatment is unfair;
for example, assigning a pregnant
employee the same task as all
other employees when the task
involves heavy lifting. All decisions
regarding employment processes
such as recruitment, promotions,
transfers, training, dismissal and
determining working conditions
are based on consistent and fair
selection criteria. Employees or
staff authorized to make such
decisions are expected to act
free from bias or any
discriminatory factor. GPH requires
that evaluating and assessing
employees takes place based
on equal and objective criteria,
with regard only to knowledge
and skills.
Employee engagement
Our commitment to employees
does not end with our legal
obligation. Individual development
and success are key to GPH’s
continued growth and the
successful delivery of our strategy.
The Company places considerable
value on the involvement of Group
employees in the business; it
regards regular communication
and consultation as essential for
motivating people and developing
a culture of learning and initiative
within the organisation.
The Company endeavours to
inform and obtain feedback from
employees on a continuing basis
through formal and informal
meetings and other internal
communication channels. This
dialogue relates to matters that
directly affect them as employees,
as well as considerations concerning
the performance of the company
more widely.
The Board has also resolved that
the Directors should meet annually
with port managers and other
senior managers to obtain feedback
on the Group’s organisational
structure, the Company’s approach
to remuneration and other matters.
Those meetings were postponed
during the Covid-19 pandemic and
are expected to be restored in the
2024 Reporting Period.
We use a performance management
system that guides how we monitor
and engage with employees,
allowing both parties to gauge
individual performance and identify
areas for personal development
and training.
69Global Ports Holding PLC Annual Report 2023
Financial statements Shareholder informationGovernance reportStrategic report
The first component of this process
– target planning – is completed in
four phases, as follows:
1. Determining GPH targets; these
are defined by the Chairman/
CEO and approved by the Board
of Directors.
2. Determining annual Company
targets; these are set by the
Board of Directors for affiliated
companies in line with GPH’s
targets and shared with the
management team of each
company.
3. Determining department/
branch targets; these are
defined according to the targets
determined and shared by the
management team of each
affiliate company.
4. Determining individual targets;
these are set following the
communication of department
targets to employees in their
respective functions.
This process allows GPH and our
employees to identify areas for
additional development and training,
such as extra on-the-job training
through to further educational
opportunities such as MBAs.
Code of Ethics and bribery
Any form of bribery or corruption
violates both the law and the
company’s ethics. This includes
making or taking any form of
inducement, behaving in an anti-
competitive way, false reporting,
or any other action that may
pervert the course of legal and
honest dealing.
The Group upholds all applicable
local laws and the best practices
of international ethical standards.
This is encompassed and published
in our Anti-Bribery and Corruption
Policy, to which every employee and
supplier must comply.
In a broader context, the Company’s
Code of Ethics guides every
aspect of our actions, from ethical
decision-making and respecting
every colleague to issues around
safety and security, drugs and
alcohol, conflicts of interest and
safeguarding the Company’s
reputation.
Our Code of Ethics is also available
on our website and internal web
portal.
You can see our Anti-Bribery and
Corruption Policy and Code of Ethics
at www.globalportsholding.com/
investors/policies/
Industry engagement
GPH is in near continual contact
with executives across the industry.
In a number of our ports, our
customers, the cruise lines, are also
shareholders in the port. Even when
there is no official tie, we consider
the cruise lines to be our partners in
all our ports.
We regularly market and promote
our destinations to cruise line
executives, including those
recently added to our portfolio.
We also engage with them to
better understand their and their
customers’ needs and how we can
improve the port and destination
experience for the cruise lines, crew
and passengers.
GPH actively participates in
industry events and are enthusiastic
sponsors, speakers and exhibitor at
‘marquee’ industry gatherings. With
the removal of travel restrictions
during the Reporting Period, the
industry returned to physical events.
We were delighted to attend both
Seatrade Cruise Med, held at Málaga
Cruise Port, and Seatrade Cruise
Global during the Reporting Period.
In May 2023, we welcomed the
industry to Nassau Cruise Port for
the official grand opening of the
transformed cruise port and its
iconic arrivals terminal.
70 Global Ports Holding PLC Annual Report 2023
Corporate governance report
GROUP BACKGROUND
AND STRUCTURE
The origins of the Group date
back to 2003, when operations
commenced at Ege Port in Kuşadası,
Türkiye. Between 2006 and 2016,
additional port operations within
and outside of Türkiye were
added, totalling 13 cruise and two
commercial ports by the time of the
Company’s admission to the London
Stock Exchange (LSE) on 17 May
2017 (Admission).
Immediately prior to Admission, the
Group was restructured by way of
a share reorganisation, pursuant
to which all the shares of Global
Liman İşletmeleri A.Ş. (GLI, the
Group’s Turkish holding company)
were ultimately transferred to the
Company. As a result, the Company
acquired 100% of the operating
Group – then comprising GLI and
its subsidiaries, which it continues
to own.
Accordingly, references in this
Report to ‘GPH’, ‘Global Ports
Holding’ or the ‘Group’ mean, in
any matter prior to Admission, GLI
and its consolidated subsidiaries,
and following Admission, the
Company and its consolidated
subsidiaries. A reorganisation was
implemented during the Previous
Reporting Period by which most
of GLI’s non-Turkish assets were
transferred to GPH Cruise Port
Finance Ltd. (GPH CPF), a UK
subsidiary of the Company, with
a view to consolidating European
cruise port operations under a
UK-based structure.
The Company’s ultimate parent
remains Global Yatırım Holding A.Ş.
(GIH). As at 30 June 2023, being
the latest practicable date prior to
publication of this Report, GIH has
a 63.2% interest in the Company
through its wholly owned subsidiary
Global Ports Holding B.V. (GPH B.V.),
which is registered under a nominee.
GIH is listed on Borsa Istanbul under
the ticker ‘GLYHO’.
During the Reporting Period, the
post-pandemic recovery of Group
business accelerated and non-
organic business development was
a major focus. During the first half
of the Period, the Group’s cruise
port network was expanded with
the entering into of a concession
agreement for the San Juan cruise
port and the award to the Company
and its 20% local joint venture
partner of concessions for three
cruise ports in the Canary Islands:
Las Palmas de Gran Canaria, Arrecife
in Lanzarote and Puerto del Rosario
in Fuerteventura.
The second half of the Reporting
Period saw a subsidiary of the
Company with the same joint
venture partner and structure enter
into a concession agreement to
operate Alicante Cruise Port on the
east coast of Spain, as well as Group
expansion in North America with the
entering into of a terminal operating
agreement for the cruise port at
Prince Rupert, British Columbia.
As at 31 March 2023, being the end
of the Reporting Period, the Group
actively operated or was invested in
a total of 27 ports in 14 countries.
In this Corporate governance report (or Report), references to the ‘Reporting Period’ or ‘Period’ are to the
financial year from 1 April 2022 to 31 March 2023 and references to the ‘Previous Reporting Period’ are to
the financial year from 1 April 2021 to 31 March 2022.
71Global Ports Holding PLC Annual Report 2023
Financial statements Shareholder informationGovernance reportStrategic report
The chart below is a simplified
structure of the Group’s port
investments at the date of this
Annual Report – 11 July 2023:
The percentages above represent GPH’s effective ownership.
1. Global Ports Holding PLC
2. GPH (Antigua) Ltd
3. San Juan Cruise Port LLC
4. Prince Rupert Cruise Terminal Ltd.
5. Global Ports Services Med S.L.
6. Global Ports Mediterranean S.L.
7. Nassau Cruise Port Ltd
8. Vigo Atlantic Cruise Terminal S.L.
9. Global Liman İşletmeleri A.Ş.
10. Global Ports Tarragona, S.L.
11. Barcelona Port Investments S.L.
12. Global Ports Valencia S.L.
13. Global Ports Netherlands B.V.
14. Global Ports Europe B.V.
15. Akcionarsko društvo ‘Port of Adria’ Bar
16. Bodrum Yolcu Limanı İşletmeleri
Anonim Şirketi
17. Ege Liman İşletmeleri Anonim Şirketi
18. Global Ports Alicante S.L
19. Zadar International Port Operations d.o.o.
20. Port Operation Holding SRL
21. Global Ports Melita LTD
22. Creuers Del Port de Barcelona S.A.
23. Port Operations Services (Cyprus) Ltd.
24. Taranto Cruise Port SRL
25. Valletta Cruise Port PLC
26. GPH (Kalundborg) ApS
27. SATS-Creuers Cruise Services PTE. LTD
28. Cruceros Málaga S.A.
29. Lisbon Cruise Port LD
30. Cagliari Cruise Port SRL
31. Catania Cruise Terminal SRL
32. Crotone Cruise Port Srl
33. Venezia Terminal Passeggeri SPA
Venice
Cruise Port
Cagliari
Cruise Port
Catania
Cruise Port
Crotone
Cruise Port
GPH
Americas Ltd.
GPH Americas
Holding Ltd.
GP Europe
B.V.
GP
Netherlands
B.V.
GP Melita
Ltd.
Venezia
Investimenti
SRL
Zadar IPO
d.o.o.
POH
SRL
GPH
(Bahamas)
Ltd.
GPH PLC
GP Destination
Services Ltd (UK)
1
GPM
S.L.
GP Canary
Islands S.L.
GPS Med
S.L.
Las Palmas
Cruise Port
Lanzarote
Cruise Port
Fuerteventura
Crusie Port
Balearic
Handling S.L.
Vigo
Cruise Port
Nassau
Cruise Port
Goulette Cruise
Holding Ltd.
La Goulette
Cruise Port
Valletta
Cruise Port
Kalundborg
Cruise Port
Taranto
Cruise Port
United Kingdom
Türkiye
Spain
Italy
Malta
Portugal
Montenegro
Singapore
Tunisia
Croatia
Caribbean
Cyprus
Denmark
Canada
The Netherlands
5
8
30
31 33
23 24 25
19 20 21
13 14
6
100%
100%
49% 50%
50%
25.5% 51%100%
100% 100%
100%
BPI
11
62%
Barcelona
Cruise Port
22
62%
Singapore
Cruise Port
27
24.8%
Málaga
Cruise Port
28
62%
Lisbon
Cruise Port
29
46.2% 70.9% 63.2% 100% 11.2%
50% 55.6% 100%
100% 100% 25% 99.99%
100% 100% 80%
100% 100%
GLI A.S.
9
100%
Bodrum
Cruise Port
16
60%
Ege Port,
Kuşadası
17
72.5%
Port of
Adria Bar
15
63.2%
Antigua Cruise
Port
100%
2
San Juan
Cruise Port
100%
3
Prince Rupert
Cruise Port
100%
4
7
Tarragona
Cruise Port
100%
10
Valencia
Cruise Port
100%
12
Alicante
Cruise Port
100%
18
26
32
GPH Cruise Port
Finance Ltd
72 Global Ports Holding PLC Annual Report 2023 Global Ports Holding PLC Annual Report 2023
Under the experienced stewardship
of the Company’s Board of Directors
(the Board), strong corporate
governance remained a constant
throughout the Period:
• the Board as a whole, consisting
of four of the Company’s original
Directors, played a central role
in making strategic decisions
relating to post-pandemic
budgeting, the expansion of
the Group’s port portfolio,
appointing a new CEO, reviewing
the Group’s capital and financing
structure, and, when presented
with a potential takeover offer
for the Company, ensuring
that proper procedures were
followed and appropriate
deliberation undertaken;
• Board committees were also
active during the Reporting
Period as set out in their
respective reports. The
Remuneration Committee and
the Audit and Risk Committee in
particular were highly engaged,
with the former overseeing the
restoration of pre-pandemic
remuneration, the latter
monitoring the Group’s financial
position, and both committees
collaborating with a view to
strengthening Group-wide
compliance and control
functions; and
Corporate governance report continued
Chairman’s introduction
CORPORATE
GOVERNANCE
STATEMENT
Since the time of our last Annual Report, the Group’s
post-pandemic recovery accelerated, and the
Reporting Period was characterised by a high level
of activity both within the Company and affecting
various aspects of Group business.
73Global Ports Holding PLC Annual Report 2023
Financial statements Shareholder informationGovernance reportStrategic report
• the independent Board member
provided objective oversight
both within and outside of
the committees, particularly
with a view to ensuring that
arrangements among Group
companies and between the
Group and GIH were warranted,
on commercially-competitive
terms and otherwise in
compliance with internal and
external policies and controls.
Although as a ‘standard’ listed
company on the LSE the Company is
not required to adopt the ‘comply or
explain’ regime of the UK Corporate
Governance Code published by
the Financial Reporting Council
(the Governance Code), the Board
is committed to decision-making
having regard to each of the
matters set out in Section 172 of the
Companies Act 2006. These are
explained in detail in the Section 172
Statement on pages 56 to 59 in the
Strategic report.
I continue to be extremely
proud of the hard work and
loyalty of individuals at all levels
throughout the Group, and of the
resourcefulness and leadership
of members of management. On
behalf of the Board, I thank them all,
as well as our investors, partners
and other associates for their
continuing support.
Mehmet Kutman
Executive Chairman,
CEO and Co-Founder
11 July 2023
Under the experienced stewardship
of the Board, strong corporate
governance remained a constant
throughout the Period.
Mehmet Kutman, Executive Chairman, CEO and Co-Founder
74 Global Ports Holding PLC Annual Report 2023 Global Ports Holding PLC Annual Report 2023
Board of Directors
The following are the Directors who served on the Board throughout the Reporting Period
and who continue to do so at the date of this Report:
1
Dates of appointment: Dates of appointment: Dates of appointment: Dates of appointment:
Original appointment: 11 April 2017. Re-elected
at each Annual General Meeting held between
2018 and 2022, inclusive.
Original appointment: 12 April 2017. Re-elected
at each Annual General Meeting held between
2018 and 2022, inclusive.
Original appointment: 12 April 2017. Re-elected
at each Annual General Meeting held between
2018 and 2022, inclusive.
Original appointment: 11 April 2017. Re-elected
at each Annual General Meeting held between
2018 and 2022, inclusive.
Skills and experience: Skills and experience: Skills and experience: Skills and experience:
Mr. Kutman has been Chairman of the Board
since April 2017, being re-elected annually,
and is Chairman of the Board and a founding
shareholder of GIH. In addition to his continuing
executive involvement in non-organic business
development for the Group, Mr. Kutman was
appointed CEO of the Company effective May
2022 as set out on page 80. He is a member
of TUSIAD (Turkish Industry & Business
Association) and DEIK (Foreign Economic
Relations Board) and a former Director of Alarko
REIT, a BIST–listed real estate investment trust.
Prior to founding securities firm Global Menkul
Değerler A.Ş. (GMD) in 1990, Mr. Kutman was
Project Manager at Net Holding A.Ş., a Turkish
corporate group involved in tourism and related
sectors, from 1989 to 1990. Between 1984 and
1989, he resided in the United States where
he was Vice President of North Carolina
National Bank, Sexton Roses Inc. and
Philip Bush & Associates.
Mrs. Bensel was first appointed to the Board on
12 April 2017 and has been re-elected annually.
She is also a member of the Board of Directors
of GIH and was Managing Director of its Real
Estate Division and Chairperson of Pera REIT
Company until 2020. Previously, until the
sale of Global Hayat in 2005, Mrs. Bensel was
Chairperson of its Board of Directors and its
CEO. Mrs. Bensel was formerly a member of the
Board of Directors of GMD where, between 1993
and 1999, she was Assistant Director and then
Co-Director of Research. Prior to joining GMD as
an equity research analyst in 1991, Mrs. Bensel
was a manager in foreign exchange dealings
in the Turkish banking sector. Mrs. Bensel is
a member of the Company’s Remuneration
Committee and its Nomination Committee.
Mr. Bayle was first appointed to the Board
on 12 April 2017 and has been re-elected
annually. He is also a member of the Board of
Directors of GPH CPF. Over the course of 32
years, Mr. Bayle held top executive positions in
various countries for Tetra Pak. As the former
Managing Director of Tetra Pak Türkiye, he
was responsible for developing operations in
Türkiye, and regions including Central Asia
and the Caucasus. He also worked in the
Balkans. After retiring from Tetra Pak, Mr. Bayle
established Magnetic North, a management
consulting firm providing mentoring and
consulting services to large multinational
companies in the greater Middle East region,
with particular emphasis on human resources,
organisational processes and development.
Mr. Bayle received numerous awards during his
professional career and has been recognised
for his many contributions to business and
social organisations. Mr. Bayle is Chairman
of the Company’s Nomination Committee,
Remuneration Committee and Audit and
Risk Committee.
Mr. Ergül was first appointed to the Board on
11 April 2017 and has been re-elected annually.
Mr. Ergül has spent his career as a private
equity and investment banking professional,
beginning in the corporate credit group of
Citibank in Türkiye in 1993. Mr. Ergül is also
involved in the management of a private equity
fund with investments in Türkiye and the
Balkan countries. Mr. Ergül is a member of the
Company’s Audit and Risk Committee.
Education: Education: Education: Education:
Mr. Kutman holds a BA (Hons) degree from
Boğaziçi University and an MBA degree from
the University of Texas.
Mrs. Bensel holds a BA degree in Business
Administration and Finance from Hacettepe
University, Ankara.
Mr. Bayle holds a Master’s degree in Business
and Finance from France’s Dauphine Université.
He is also an alumnus of the Swiss Business
School IMD.
Mr. Ergül holds an undergraduate degree
from the Middle East Technical University in
Ankara, Türkiye, and an MBA degree with a
concentration in Finance from the University
of Florida.
Other current roles: Other current roles: Other current roles: Other current roles:
Chairman of the Board of Directors of GIH
and of the Boards of Directors of several
Group subsidiaries. Mr. Kutman also actively
endows Yale University’s brain tumour research
programme through the Gregory M. Kiez and
Mehmet Kutman Foundation.
Member of the Boards of Directors of several
Group subsidiaries and of GIH.
Member of the Board of Directors of GPH CPF.
Private equity fund manager and member of
the Boards of Directors of several Group and
GIH subsidiaries.
Ayşegül Bensel
Non-Executive
Vice Chairperson
Jérôme Bernard
Jean Auguste Bayle
Independent
Non-Executive Director
Mehmet Kutman
Executive Chairman, Chief Executive
Officer (CEO) and Group Co-Founder
Global Ports Holding PLC Annual Report 2023
Financial statements Shareholder informationGovernance reportStrategic report
75Global Ports Holding PLC Annual Report 2023
Dates of appointment: Dates of appointment: Dates of appointment: Dates of appointment:
Original appointment: 11 April 2017. Re-elected
at each Annual General Meeting held between
2018 and 2022, inclusive.
Original appointment: 12 April 2017. Re-elected
at each Annual General Meeting held between
2018 and 2022, inclusive.
Original appointment: 12 April 2017. Re-elected
at each Annual General Meeting held between
2018 and 2022, inclusive.
Original appointment: 11 April 2017. Re-elected
at each Annual General Meeting held between
2018 and 2022, inclusive.
Skills and experience: Skills and experience: Skills and experience: Skills and experience:
Mr. Kutman has been Chairman of the Board
since April 2017, being re-elected annually,
and is Chairman of the Board and a founding
shareholder of GIH. In addition to his continuing
executive involvement in non-organic business
development for the Group, Mr. Kutman was
appointed CEO of the Company effective May
2022 as set out on page 80. He is a member
of TUSIAD (Turkish Industry & Business
Association) and DEIK (Foreign Economic
Relations Board) and a former Director of Alarko
REIT, a BIST–listed real estate investment trust.
Prior to founding securities firm Global Menkul
Değerler A.Ş. (GMD) in 1990, Mr. Kutman was
Project Manager at Net Holding A.Ş., a Turkish
corporate group involved in tourism and related
sectors, from 1989 to 1990. Between 1984 and
1989, he resided in the United States where
he was Vice President of North Carolina
National Bank, Sexton Roses Inc. and
Philip Bush & Associates.
Mrs. Bensel was first appointed to the Board on
12 April 2017 and has been re-elected annually.
She is also a member of the Board of Directors
of GIH and was Managing Director of its Real
Estate Division and Chairperson of Pera REIT
Company until 2020. Previously, until the
sale of Global Hayat in 2005, Mrs. Bensel was
Chairperson of its Board of Directors and its
CEO. Mrs. Bensel was formerly a member of the
Board of Directors of GMD where, between 1993
and 1999, she was Assistant Director and then
Co-Director of Research. Prior to joining GMD as
an equity research analyst in 1991, Mrs. Bensel
was a manager in foreign exchange dealings
in the Turkish banking sector. Mrs. Bensel is
a member of the Company’s Remuneration
Committee and its Nomination Committee.
Mr. Bayle was first appointed to the Board
on 12 April 2017 and has been re-elected
annually. He is also a member of the Board of
Directors of GPH CPF. Over the course of 32
years, Mr. Bayle held top executive positions in
various countries for Tetra Pak. As the former
Managing Director of Tetra Pak Türkiye, he
was responsible for developing operations in
Türkiye, and regions including Central Asia
and the Caucasus. He also worked in the
Balkans. After retiring from Tetra Pak, Mr. Bayle
established Magnetic North, a management
consulting firm providing mentoring and
consulting services to large multinational
companies in the greater Middle East region,
with particular emphasis on human resources,
organisational processes and development.
Mr. Bayle received numerous awards during his
professional career and has been recognised
for his many contributions to business and
social organisations. Mr. Bayle is Chairman
of the Company’s Nomination Committee,
Remuneration Committee and Audit and
Risk Committee.
Mr. Ergül was first appointed to the Board on
11 April 2017 and has been re-elected annually.
Mr. Ergül has spent his career as a private
equity and investment banking professional,
beginning in the corporate credit group of
Citibank in Türkiye in 1993. Mr. Ergül is also
involved in the management of a private equity
fund with investments in Türkiye and the
Balkan countries. Mr. Ergül is a member of the
Company’s Audit and Risk Committee.
Education: Education: Education: Education:
Mr. Kutman holds a BA (Hons) degree from
Boğaziçi University and an MBA degree from
the University of Texas.
Mrs. Bensel holds a BA degree in Business
Administration and Finance from Hacettepe
University, Ankara.
Mr. Bayle holds a Master’s degree in Business
and Finance from France’s Dauphine Université.
He is also an alumnus of the Swiss Business
School IMD.
Mr. Ergül holds an undergraduate degree
from the Middle East Technical University in
Ankara, Türkiye, and an MBA degree with a
concentration in Finance from the University
of Florida.
Other current roles: Other current roles: Other current roles: Other current roles:
Chairman of the Board of Directors of GIH
and of the Boards of Directors of several
Group subsidiaries. Mr. Kutman also actively
endows Yale University’s brain tumour research
programme through the Gregory M. Kiez and
Mehmet Kutman Foundation.
Member of the Boards of Directors of several
Group subsidiaries and of GIH.
Member of the Board of Directors of GPH CPF.
Private equity fund manager and member of
the Boards of Directors of several Group and
GIH subsidiaries.
Ms. Chilcott has been Company Secretary since
20 October 2017, replacing TMF Corporate
Administration Services Limited, which served
as the first Company Secretary from 11 April
2017 to 25 October 2017. She also serves as
secretary to the three Committees of the
Board and is Company Secretary to GPDS
and GPH CPF.
At the time of joining the Company, Ms. Chilcott
had worked for a UK company secretarial firm
since December 2015. Prior to moving to the UK
in July 2014, Ms. Chilcott resided in the British
Virgin Islands where she practised corporate
law with Conyers Dill & Pearman, specialising in
investment funds and infrastructure financing,
from September 2008. Previously, Ms. Chilcott
resided in Istanbul where she was an adviser to
GMD, and subsequently to GIH, between July
1996 and September 2008.
Ms. Chilcott began her career in Toronto,
where she trained and practised with the firms
McCarthy Tétrault and Torys between 1990 and
1996, taking leave to lecture company law at
the University of Auckland in 1993 and 1994.
Ms. Chilcott was admitted to the Ontario Bar in
1990 and has been a solicitor (non-practising)
in England and Wales since 2011. Ms. Chilcott
holds a BA (Hons) degree from McGill
University, an LLB degree from the University
of Toronto and an LLM (First) degree from
Queens’ College, University of Cambridge.
Ercan Nuri Ergül
Non-Executive Director
Alison M. Chilcott
Company Secretary
Note:
1 The Board, as established in April 2017, consisted
of the Executive Chairman and six Non-Executive
Directors of whom, until November 2020, at least
three were independent. The Board intends to
appoint one or more new Independent Non-Executive
Directors. Although that process had commenced
in 2020, it was postponed in order to allow the
Company to focus on responding to challenges
created by the continuing Covid-19 pandemic
and on post-pandemic recovery.
76 Global Ports Holding PLC Annual Report 2023
Senior Executive Team
The following senior executives constituted the Group’s senior management team
(‘Senior Executive Team’) throughout the Reporting Period:
As set out on page 80, effective May 2022,
Mr. Kutman was appointed CEO in addition to
his role as Executive Chairman. Mr. Kutman’s
biographical details are set out on page 74.
Date of appointment: Date of appointment: Date of appointment:
2 July 2020 (with effect from
1 September 2020)
12 April 2017 15 January 2018
Skills and experience: Skills and experience: Skills and experience:
Mr. Fomferra took up the position of CFO on
1 September 2020. Since 2016, he had been
Director of Corporate Finance at GIH, with
responsibility for capital market and structured
financing activities for the GIH Group of
companies as a whole. In that capacity, and
in his previous role as Managing Director of
Global Securities/IEG-Global, Mr. Fomferra
was closely involved in all of GPH’s financing
transactions, including the issuance of its
Eurobond in 2014 and the IPO in 2017. Prior to
joining the GIH group in 2012, Mr. Fomferra was
Head of Structured Finance at Fresenius VAMED
Germany, focussing on international healthcare
Public Private Partnership projects in Europe.
Previously, he was part of the corporate finance
team at DB Mobility Logistics AG (Deutsche
Bahn), working on project and capital market
financings from 2009 to 2010. Mr. Fomferra
started his career in investment banking, where
he advised on international M&A and structured
financing transactions from 2005 to 2009.
Mr. Xuereb was appointed COO in August 2016.
He has been involved in the cruise industry
since the inception of Valletta Cruise Port
Plc in 2002, serving as its CFO until 2014 and
subsequently as its General Manager. He was
responsible for establishing the finance and
administration function and overseeing the
financing of the EUR 37 million capital intensive
project in Valletta Cruise Port, as well as
playing an active role in developing the cruise
line business and ancillary support services
in Malta. Mr. Xuereb formed part of the core
team during the IPO process and subsequent
expansion, and is responsible for the strategic
and operational direction of the ports across
the GPH network. He has over 25 years of
senior management experience, 16 of which are
in the cruise industry. He has previously held
positions in the audit and financial advisory
sectors, as well as the retail, property and
hospitality industries.
Dr. Gürsoy, who was appointed CLO as of
15 January 2018, established the Company’s
centralised legal function which advises Group
companies on all legal matters across the
Group. Prior to joining the Company, Dr. Gürsoy
was CLO, Company Secretary and an Executive
Director of Lightsource Renewable Energy
Holdings Limited (currently LightsourceBP).
Previously, she practised with the firms
Dentons and White & Case, specialising in
project finance, infrastructure, energy and
private equity. Dr. Gürsoy is a member of the
Law Society of England and Wales and the
Istanbul Bar Association. She is also a member
of the Board of the Turkish British Chamber of
Commerce and Industry, where she served as
Company Secretary between 2015 and 2017,
and is currently Vice Chairperson.
Education: Education: Education:
Mr. Fomferra holds an undergraduate degree
in Economics from the Technical University
of Berlin and an MSc degree and Diplom
Kaufmann from ESCP Business School.
Mr. Xuereb is a qualified accountant and
is a Fellow of the Chartered Institute of
Accountants in Malta. He also holds an MBA
degree from Henley Business School, University
of Reading.
Dr. Gürsoy holds an LLB degree from Istanbul
University Law School, a GDL degree from
College of Law, London and an LPC degree
from BPP Law School. She also holds an LLM
degree in Corporate and Commercial law from
the University of London and a PhD degree
in European Competition Law from King’s
College London. Dr. Gürsoy has also completed
the Financial Times London’s Non-Executive
Director Diploma programme.
Jan Fomferra
Chief Financial Officer (CFO)
Stephen Xuereb
Chief Operating Officer (COO)
and General Manager of Valletta
Cruise Port
Mehmet Kutman
Executive Chairman, CEO and Group
Co-Founder
77Global Ports Holding PLC Annual Report 2023
Financial statements Shareholder informationGovernance reportStrategic report
As set out on page 80, effective May 2022,
Mr. Kutman was appointed CEO in addition to
his role as Executive Chairman. Mr. Kutman’s
biographical details are set out on page 74.
Date of appointment: Date of appointment: Date of appointment:
2 July 2020 (with effect from
1 September 2020)
12 April 2017 15 January 2018
Skills and experience: Skills and experience: Skills and experience:
Mr. Fomferra took up the position of CFO on
1 September 2020. Since 2016, he had been
Director of Corporate Finance at GIH, with
responsibility for capital market and structured
financing activities for the GIH Group of
companies as a whole. In that capacity, and
in his previous role as Managing Director of
Global Securities/IEG-Global, Mr. Fomferra
was closely involved in all of GPH’s financing
transactions, including the issuance of its
Eurobond in 2014 and the IPO in 2017. Prior to
joining the GIH group in 2012, Mr. Fomferra was
Head of Structured Finance at Fresenius VAMED
Germany, focussing on international healthcare
Public Private Partnership projects in Europe.
Previously, he was part of the corporate finance
team at DB Mobility Logistics AG (Deutsche
Bahn), working on project and capital market
financings from 2009 to 2010. Mr. Fomferra
started his career in investment banking, where
he advised on international M&A and structured
financing transactions from 2005 to 2009.
Mr. Xuereb was appointed COO in August 2016.
He has been involved in the cruise industry
since the inception of Valletta Cruise Port
Plc in 2002, serving as its CFO until 2014 and
subsequently as its General Manager. He was
responsible for establishing the finance and
administration function and overseeing the
financing of the EUR 37 million capital intensive
project in Valletta Cruise Port, as well as
playing an active role in developing the cruise
line business and ancillary support services
in Malta. Mr. Xuereb formed part of the core
team during the IPO process and subsequent
expansion, and is responsible for the strategic
and operational direction of the ports across
the GPH network. He has over 25 years of
senior management experience, 16 of which are
in the cruise industry. He has previously held
positions in the audit and financial advisory
sectors, as well as the retail, property and
hospitality industries.
Dr. Gürsoy, who was appointed CLO as of
15 January 2018, established the Company’s
centralised legal function which advises Group
companies on all legal matters across the
Group. Prior to joining the Company, Dr. Gürsoy
was CLO, Company Secretary and an Executive
Director of Lightsource Renewable Energy
Holdings Limited (currently LightsourceBP).
Previously, she practised with the firms
Dentons and White & Case, specialising in
project finance, infrastructure, energy and
private equity. Dr. Gürsoy is a member of the
Law Society of England and Wales and the
Istanbul Bar Association. She is also a member
of the Board of the Turkish British Chamber of
Commerce and Industry, where she served as
Company Secretary between 2015 and 2017,
and is currently Vice Chairperson.
Education: Education: Education:
Mr. Fomferra holds an undergraduate degree
in Economics from the Technical University
of Berlin and an MSc degree and Diplom
Kaufmann from ESCP Business School.
Mr. Xuereb is a qualified accountant and
is a Fellow of the Chartered Institute of
Accountants in Malta. He also holds an MBA
degree from Henley Business School, University
of Reading.
Dr. Gürsoy holds an LLB degree from Istanbul
University Law School, a GDL degree from
College of Law, London and an LPC degree
from BPP Law School. She also holds an LLM
degree in Corporate and Commercial law from
the University of London and a PhD degree
in European Competition Law from King’s
College London. Dr. Gürsoy has also completed
the Financial Times London’s Non-Executive
Director Diploma programme.
Ece Gürsoy
Chief Legal Officer (CLO)
78 Global Ports Holding PLC Annual Report 2023 Global Ports Holding PLC Annual Report 2023
The role of the Board
and its committees
The Board is responsible for
overseeing the management of the
Company and approves all its major
decisions. Subject to the provisions
of the Companies Act 2006,
the Articles of Association (the
Articles) and to directions given by
special resolution of the Company,
the Board may exercise all the
powers of the Company, whether
relating to the management of the
business or not. The Board meets
regularly, normally once a quarter,
and is instrumental in planning the
medium- and long-term strategy of
the Company.
Board resolutions are passed by
a simple majority of Directors
present at a meeting or unanimously
in writing. Matters reserved for
consideration by the Board are
detailed in a schedule that was
first approved by the Board in
December 2017 and is reviewed
annually. These reserved matters
include setting the Group’s values
and standards, approval of long-
term objectives and commercial and
investment strategy, annual budgets,
changes to capital structure,
and of contracts, borrowing and
investments over defined levels.
The schedule of matters reserved
for the Board can be found at www.
globalportsholding.com under
Investors – Governance – Policies.
The diagram below sets out Board
and committee membership
throughout the Reporting Period
and the reporting structure of the
Senior Executive Team and port
management (collectively with
other senior managers within
the Group, senior management),
the Company Secretary and the
Head of Internal Audit (HIA), who
reports to the Audit and Risk
Committee, in relation to the
Board and its committees.
The Board considers legislative,
environmental, health and safety,
governance and employment issues,
and approves policies. The Board
is also ultimately responsible for
determining the nature and extent
of significant risks and maintaining
sound risk management and internal
control procedures throughout
the Group. The Board’s specific
responsibilities in that regard are:
• to ensure the design and
implementation of appropriate
risk management and internal
control systems that identify the
risks facing the Group and enable
the Board to make a robust
assessment of the principal risks;
• to determine the nature and extent
of the principal risks faced, and to
gauge those risks that the Group
is willing to take in achieving its
strategic objectives (risk appetite);
• to ensure that the appropriate
culture and reward systems have
been embedded throughout
the Group;
Mehmet Kutman
Executive Chairman-CEO
Jérôme Bernard Jean Auguste Bayle
Independent Non-Executive Director
C
C C
Ayşegül Bensel
Vice Chairperson
Non-Executive Director
M
M
Ercan Nuri Ergül
Non-Executive Director
M
Senior Executive Team
Port management
Company Secretary
Head of Internal Audit
1 The Board intends to appoint one or more new Independent Non-Executive Directors in the near term. Departures during 2020 and 2021 created
vacancies on the Board, and a search for new members commenced in 2020. However, that process was postponed in order to allow the Company to
focus on responding to challenges created by the Covid-19 pandemic and on post-pandemic recovery.
Board of Directors and Committee memberships
1
Board Committees
Nomination Committee
Remuneration Committee
Audit and Risk Committee
Corporate governance framework
M – Member
C – Chairman
79Global Ports Holding PLC Annual Report 2023
Financial statements Shareholder informationGovernance reportStrategic report
• to agree how the principal risks
should be managed or mitigated
to reduce the likelihood of their
incidence or their impact;
• to monitor and review the risk
management and internal control
systems, and management’s
process of monitoring and
reviewing, and satisfying itself that
they are functioning effectively
and that corrective action is being
taken where necessary; and
• to ensure sound internal and
external information and
communication processes,
and taking responsibility for
external communication on risk
management and internal control.
The Board also reviews the
performance of, and provides
counsel to, the Senior Executive
Team in its day-to-day running
of the business, and is ultimately
responsible for the safeguarding of
shareholders’ interests and ensuring
its own effectiveness.
Day-to-day management of the
Group is delegated to the CEO
and other members of the Senior
Executive Team as described further
below. The position of CEO does not
of itself confer Board membership,
however Executive Chairman Mehmet
Kutman was appointed by the Board
to take on the role of CEO effective
May 2022 to guide the business
during its recovery from the Covid-19
pandemic and going forward. No
other member of senior management
is a member of the Board; however,
the CFO regularly attends Board and
Audit and Risk Committee meetings.
The Committees
There are three committees of the
Board, namely: the Nomination
Committee, the Audit and Risk
Committee and the Remuneration
Committee, which were constituted
on 12 April 2017. Following the 2022
AGM, the pre-existing membership
of each committee remained the
same. The committees’ Terms of
Reference (TOR) can be found
at www.globalportsholding.com
under Investors – Governance –
Committees.
The Nomination Committee reviews
the structure, size and composition
(including the skills, knowledge,
independence, experience and
diversity) of the Board and its
committees and recommends
Directors for re-election. It also
has responsibility to:
• consider succession planning
for Directors and other
senior management;
• assist the Executive Chairman
with the implementation of an
annual evaluation process to
assess the overall and individual
performance of the Board and its
committees; and
• identify and nominate, for the
approval of the Board, candidates
to fill Board vacancies.
The Audit and Risk Committee
reviews the integrity of the
financial information provided
to shareholders, oversees the
Company’s system of internal
controls and risk management,
approves the internal and external
audit process, and monitors the
process for compliance with relevant
laws, regulations and policies. The
Internal Audit Function (IA Function)
was established in 2019 and is
accountable to the Audit and Risk
Committee, with the HIA meeting
with the Committee Chairman and
attending meetings of the Audit and
Risk Committee on a regular basis.
As set out in detail on page 87 in the
Audit and Risk Committee’s report,
in order to strengthen the legal
compliance function, the Company
is also actively seeking
to recruit an experienced
compliance officer.
The Remuneration Committee
recommends and reviews the
Remuneration Policy of the Group,
ensuring that it is aligned with the
long-term success of the Company,
and oversees the level and structure
of company-wide remuneration
in order to include all Group
employees. It also recommends and
monitors the level and structure
of remuneration of the Executive
Chairman and members of the
Senior Management Team. The
Human Resources Director meets
with the Committee Chairman and
attends meetings of the Committee
on a regular basis.
Retirement and election
Under the Articles, all of the
Directors retire and are subject to
re-election at each Annual General
Meeting (AGM).
There were no retirements or other
departures from the Board during
the Reporting Period. However,
departures during 2020 and 2021
created vacancies. The Board
intends to appoint one or more
new Independent Non-Executive
Directors in the near term.
Independence
The Board was constituted in April
2017 with seven members, consisting
of the Chairman and six Non-
Executive Directors of whom, until
November 2020, at least three
were independent.
As at the date of this Annual Report,
Jérôme Bayle continues to serve
as an Independent Director and
there are outstanding vacancies on
the Board as a result of departures
in 2020 and 2021. As set out in its
report on page 93, the Nomination
Committee has determined to
proceed with the search for one
or more qualified candidates for
appointment as Independent
Non-Executive Director. Although
that process commenced in 2020,
it was postponed in order to allow
the Company to focus on responding
to challenges created by the
Covid-19 pandemic and on post-
pandemic recovery.
No shareholder of the Company has
had any right to nominate Board
members since July 2020, when The
Relationship Deed dated 2 May 2017
between the Company, GPH B.V. and
GIH was terminated.
80 Global Ports Holding PLC Annual Report 2023 Global Ports Holding PLC Annual Report 2023
Operation of the Board
Meeting attendance
The Board meets regularly, and normally at least once per fiscal quarter. The Board held a total of
eight meetings during the Reporting Period, including quarterly meetings in April, July, September and
December 2022 and March 2023. During the Reporting Period, the Directors also approved 16 unanimous
written resolutions.
The table below, together with the attendance tables in the committee reports, show the number of meetings
that the individual Directors could have attended, and their actual attendance, during the Reporting Period.
Although the attendance of Directors only is shown, the CFO also attended all of the Board’s regular
meetings. Other members of senior management also attended Board meetings from time to time at the
invitation of the Executive Chairman.
Director Attendance No. of meetings
Mehmet Kutman 8 8
Ayşegül Bensel 8 8
Jérôme Bayle 8 8
Ercan Ergül 8 8
Conflicts of interest
The Companies Act 2006 places a
duty on the Directors to ensure that
they do not, without the Company’s
prior consent, place themselves in
a position where there is a conflict,
or possible conflict, between the
duties they owe the Company and
either their personal interests or
other duties they owe to a third
party. Under the Articles, a Director
must declare actual or potential
conflicts of interest and interests in
existing or proposed transactions
or arrangements with the Company
and may be prohibited from voting
on or being counted in the quorum
in relation to a resolution concerning
such a transaction or arrangement.
The Board has the authority to
resolve a conflict of interest on such
terms as it may determine.
Directors’ indemnity and insurance
The Company has provided
indemnities to the Directors (to the
extent permitted by the Companies
Act 2006) in respect of liabilities
incurred as a result of their office.
The Company also maintains
appropriate insurance cover against
legal action brought against its or its
subsidiaries’ Directors and officers.
Neither the indemnity nor insurance
provides cover in some events such
as when a Director is proved to have
acted dishonestly or fraudulently.
The role of senior management
Day-to-day management of the
Group is delegated to the Senior
Executive Team, which is supported
by finance, human resources,
marketing, investor relations and
other administrative staff.
Effective May 2022, former CEO
Emre Sayın stepped down in
order to pursue new business
opportunities outside the Group
and Executive Chairman Mehmet
Kutman was appointed CEO. Since
that time, in addition to Mr. Kutman,
the Senior Executive Team has
included the CFO, COO and CLO.
The CFO attended all regular Board
meetings and meetings of the Audit
and Risk Committee, in whole or in
part, during the Reporting Period.
An extensive joint update from the
CEO and the CFO is a standard item
on the agenda for regular Board
meetings. Other members of senior
management also attend Board and
committee meetings on request,
and the Company Secretary acts as
a further liaison between the Board
and the Senior Executive Team.
In turn, the Senior Executive Team
oversees and interacts with the
individual port management teams
in accordance with the Company’s
well-defined operating model,
which relies on four distinct pillars:
organisation, governance, functions
and technology. The operating
model centralises the senior
management of the operations
of each port within its enterprise
and is based on operational and
commercial synergies to promote
maximum efficiency. As there are
significant differences (including
the terms of concession and
management agreements and
applicable legislation) between the
operations of each of the Group’s
ports, there is no single port-level
operating model. Instead, the
Company’s operating model pillars
are defined in each case in harmony
with its integration agenda: to
identify and capitalise on potential
synergies, service opportunities and
operational efficiency. As such, the
Company’s headquarters and port
operations are able to share and
combine best practices.
In order to facilitate that process and
to maintain operational discipline as
the Group expands geographically,
the Company refined its operating
model in 2019 by introducing a
regional division under which
the Group’s port operations are
currently grouped into five main
regions: The Americas (Antigua,
Nassau and Prince Rupert ports),
West Med & Atlantic (Barcelona,
Málaga, Canary Islands, Tarragona,
Alicante, Vigo, Kalundborg, Lisbon
and Singapore ports), Central Med
Corporate governance framework continued
81Global Ports Holding PLC Annual Report 2023
Financial statements Shareholder informationGovernance reportStrategic report
(Cagliari, Catania, Crotone, Taranto,
Venice, La Goulette and Valletta
ports), East Med & Adriatic (Bodrum,
Kuşadası and Zadar ports) and
Other (Ha Long Bay and Adria-Bar
ports). Management of the ports
within each region is overseen by
a Regional Director who reports to
the COO, and port performance is
assessed monthly on a regional and
port-by-port basis.
Division of responsibilities
Effective May 2022, when the former
CEO stepped down, Executive
Chairman Mehmet Kutman was
appointed by the Board to take on the
role of CEO. Accordingly, Mr. Kutman
held dual roles as Executive Chairman
and CEO during most of the
Reporting Period and continues to
do so at the date of this Report.
Nevertheless, the responsibilities
of each role remain separate and
clearly defined. In the capacity of
CEO, Mr. Kutman is able to rely on
the experienced support of the
Senior Executive Team in overseeing
the day-to-day management of the
Group, enabling him to continue to
lead the Board and steer business
development strategy in his capacity
as Executive Chairman.
The Executive Chairman is primarily
responsible for leadership of the
Board and has a pivotal role in
creating the conditions for individual
Director and Board effectiveness
and ensuring a culture of openness
and debate in the boardroom. As
its Chairman, he is responsible for
setting the Board’s agenda and
works closely with the Company
Secretary in this regard. He ensures
that the discussion time afforded
to agenda items at Board meetings
is adequate and used effectively. It
is also his responsibility to ensure
effective communication with
the shareholders. In an executive
capacity, the Executive Chairman
is also significantly involved
in the Group’s non-organic
business development.
The CEO, supported by the other
members of the Senior Executive
Team, is responsible for the day-
to-day management of the Group
and, in the course thereof, the
satisfactory execution of policies
and strategy agreed by the Board.
Diversity
At the employee level, the principle
of diversity is recognised in the
Code of Ethics, which sets out the
Group’s commitment to maintaining
a comprehensive and diverse
workplace, and in the separate
Human Rights Policy, which
mandates fair and equal processes
in recruitment and employment.
Consistent with our commitment to
diversity, there is a mix of men and
women with diverse backgrounds
throughout the Group and various
senior management positions within
the Company and its subsidiaries are
held by women.
At the Board level, the Directors
have been selected for their diversity
of background as well as personal
attributes, and they bring a wide
range of skills and varied commercial
experience to the Board and its
committees. The Vice Chairperson
of the Board is a woman, as is the
Company Secretary. The Board
Diversity Policy, which can be found
at www.globalportsholding.com
under Investors – Governance –
Policies, entrenches the Company’s
commitment to maintaining
diversity of approach and thought.
It expressly recognises the benefits
that diversity in its broadest sense
can bring to the Board and its
committees and, without limitation,
the role that women with the
right skills and experience can
play in contributing to diversity of
perspective in the boardroom.
As set out in its report on page 93,
the Nomination Committee has
reaffirmed that diversity, including
increased female membership,
will continue to be an important
consideration in respect of future
Board appointments.
Areas of focus during
the Reporting Period
As set out in the Company’s
2022 Annual Report, easing
workforce-related cost-saving
measures instituted in response
to the Covid-19 pandemic (the
Employment Measures) was a
priority for the Board in the Previous
Reporting Period, culminating in
the reinstatement of pre-pandemic
salaries as of January 2022. At
its first meeting of the current
Reporting Period, the Board
approved the immediate repayment
of all outstanding salary amounts
deferred under the Employment
Measures, in full termination of
those measures.
Executive Chairman CEO
As Chairman of the Board, the Executive Chairman’s
primary role is to lead an effective Board, which provides
direction to senior management.
The Executive Chairman has also assumed significant
executive responsibilities for the Group’s non-organic
business development, which complement the day-to-
day executive responsibilities of the CEO.
The CEO’s role is to lead the Senior Executive Team.
The position of CEO does not of itself confer Board
membership, however, the CEO attends Board meetings
and reports and is accountable to the Board. As set out
above, the current CEO is also the Executive Chairman
and therefore is a Board member.
82 Global Ports Holding PLC Annual Report 2023 Global Ports Holding PLC Annual Report 2023
As more fully set out on page 97
in the Remuneration Committee’s
report (the Remuneration report),
the Board also approved the partial
vesting of Restricted Stock Units
(RSUs) and issue of the underlying
shares pursuant to the Company’s
long-term incentive plan (LTIP)
in recognition of the pandemic’s
extraordinary adverse impact on
Group business and the loyalty
of LTIP-eligible employees who
continued to serve under the
Employment Measures.
With the exigencies of the pandemic
in the past, however, the Board was
also able to intensify its focus on
other areas during the Reporting
Period and business development
was prominent among them, with
extensive Board activity in relation
to new and existing ports from the
summer of 2022 through the end
of the Period. At the initiative of the
Executive Chairman-CEO, the Board
became involved in prospective port
projects from an early stage, and
during the Reporting Period oversaw
the Group’s acquisition of operating
or management rights for the Las
Palmas de Gran Canaria, Arrecife
(Lanzarote), Puerto del Rosario
(Fuerteventura), San Juan, Prince
Rupert and Alicante cruise ports in
addition to approving the pursuit
of several ongoing port projects,
including St Lucia in respect of
which the Company signed a
Memorandum of Understanding
in October 2022.
The Board was also regularly
apprised of the progress of capital
investment projects at the Group’s
existing ports, including construction
works at the Nassau Cruise Port, and
approved financing arrangements for
capital investments at the Tarragona
and Canary Islands and the bond
issue by a Maltese subsidiary for
expansion projects across the Group.
Near the end of the Period, the
Board also approved the exercise
by the Company’s majority-owned
subsidiary of its option to extend
the concession agreement for Ege
Port, the Group’s original cruise
port at Kuşadası, Türkiye by an
additional 19 years to 2052 (the Ege
Port Extension), and a draw-down
of approximately USD 38.9 million
of the growth facility (Facility B)
under the loan arrangement entered
into in 2021 with investment funds
managed by global investment firm
Sixth Street (the Financing) to fund it,
including the payment of an upfront
concession fee of approximately
USD 38.4 million. In connection with
the partial drawdown of Facility
B, the Board also approved the
issuance to the Financing lender
of additional warrants to subscribe
for ordinary shares of the Company
as set out under ‘Share capital and
shareholders – Warrants’ on page
84. The Ege Port Extension was
granted by the Turkish Privatization
Administration during the first
quarter of the current fiscal year.
The Company’s senior management
was another area of focus during
the Reporting Period, with the
appointment of Executive Chairman
Mehmet Kutman as CEO effective
May 2022.
The Board also devoted
considerable time to the assessment
of an approach received in June
2022 regarding a potential cash
offer for all of the shares in the
Company by SAS Shipping Agencies
Services Sarl (SAS), a wholly-owned
subsidiary of MSC Mediterranean
Shipping Company Holdings S.A.
Following careful deliberation, the
Board terminated discussions with
SAS in July 2022, at which time the
Board reasserted its confidence in
the Company’s strategic direction as
an independent port operator with
open access cruise port concessions
and arm’s length treatment of
berthing rights for all its customers.
In light of the continued emergence
of significant business opportunities
as the Reporting Period progressed,
the Group’s capital and financing
structure came to the fore. During
July and August 2022, the Board
approved the entering into of a
subordinated term loan facility of
up to USD 15 million, which was
subsequently increased to USD
30 million, with GIH following
assessments by the Independent
Director, to help support the
continued expansion of the Group
while cruise operations were
significantly impacted by Covid.
The Company announced in January
2023 that it was undertaking a
strategic review of the Group’s
current capital and financing
structure, including a range
of potential corporate activity
including strategic investments, joint
ventures and new partnerships, for
the purpose of exploring ways to
maximise value for all stakeholders.
In connection therewith, the Board
is continuing to evaluate the
optimal balance sheet structure and
alternative funding options for the
Group to achieve a stable, long-
term funding base for the Group
and optimise the cost of capital.
Amongst other avenues, the Board
is evaluating the possibility, and
taking expert advice on the matter,
of obtaining a private rating for the
prospective issuance of further debt
instruments by the Group.
Shortly after the end of the
Reporting Period, Nassau Cruise
Port Limited successfully refinanced
its private bond offering. The
refinancing resulted in an increase
in the nominal outstanding amount
to USD 145 million from USD
134.3 million and a reduction in
the coupon to 6.0% from 8.0%,
reducing annual debt service cost
by approximately USD 2 million.
The maturity date of 2040 remains
unchanged as does the principal
repayment schedule which is 10
equal annual payments from June
2031. The bond remains non-
recourse to GPH or any other Group
entity other than NCP.
Board evaluation
The Board is committed to regular
evaluation of its own effectiveness
and that of its committees. Towards
that end, it has provided for
performance evaluations of the
committees, the full Board and the
Directors individually to be made in
Corporate governance framework continued
83Global Ports Holding PLC Annual Report 2023
Financial statements Shareholder informationGovernance reportStrategic report
three-year cycles, taking the form
of an internal assessment by the
Executive Chairman for each of the
first two years and an assessment
by an external consultant for the
third year.
To date, formal Board performance
evaluations have been postponed.
Initially, the Board agreed that it
would be premature to conduct
such evaluations in respect of
2018, the Company’s first full year
of existence, until the findings of
the strategic review undertaken
in mid-2019 had been presented
and considered. Subsequently,
the formal evaluation process was
further suspended having regard to
Board changes at the beginning of
2020, followed by the need to focus
on Covid-19 pandemic response and
recovery. However, the Executive
Chairman has regularly undertaken
informal assessments, and during
the Reporting Period, met with all
individual Board members to
discuss their role and performance
and to obtain their feedback on
governance matters.
Risk and internal control
The Board is responsible for the
Group’s system of internal controls
and for reviewing its effectiveness,
while the role of senior management
is to implement Board policies
on risk and control. However, this
system is designed to manage, rather
than eliminate, the risks of failure
to achieve business objectives, and
internal controls can only provide
reasonable assurance against
misstatement or loss. We note the
Governance Code recommendation
that the Board should review the
effectiveness of the Group’s system
of internal controls at least annually,
including financial, operational
and compliance controls, and risk
management. Within the Company,
the Audit and Risk Committee
undertakes such review and reports
thereon to the Board.
Risk management
The Group’s assessment of the
principal risks and uncertainties
it faces is described within the
Strategic report on pages 24, 26
and 27 and in the Risk Management
Framework on pages 30-39,
which outline the ongoing process
for identifying, evaluating and
managing significant risks.
The Group’s risk management
activities are based on a series of
well-defined risk management
principles derived from experience,
best practice, and corporate
governance regimes. The Group’s
enterprise risk management
(ERM) processes are designed to
identify, assess, respond, monitor
and, where possible, mitigate or
eliminate threats to the business
caused by changes in the business,
financial, regulatory and operating
environment.
The Board delegates to the CEO
responsibility for the effective
implementation and maintenance
of the risk management system.
Day-to-day responsibility for
risk management lies with senior
management. The Audit and Risk
Committee is authorised by the
Board to monitor, review and report
on the organisation, functionality
and effectiveness of ERM processes.
A comprehensive ERM system was
implemented during the Previous
Reporting Period. Under the
system, the IA Function provides
guidance to senior management
on responding to and reporting
risks. Another key role of the IA
Function with regard to ERM is to
provide objective assurance to the
Committee and the Board on the
identification and correct evaluation
of risks and the effectiveness of risk
management. During the Reporting
Period, the IA Function was active in
further developing and maintaining
the ERM system as a structured,
consistent and continuous system
across the Group for identifying,
assessing, deciding on responses to,
and reporting on, opportunities and
threats that affect the achievement
of Group objectives.
Internal control and compliance
The Group has a framework of
internal controls, which includes the
following key elements:
• the Board reviews Group strategy,
and senior management is
accountable for performance
within the agreed strategy;
• the Group’s port control
procedures are designed to ensure
complete and accurate accounting
of financial transactions and to
limit exposure to loss of assets
or fraud;
• the IA Function includes a process
whereby operating entities provide
certified statements of financial
compliance with specified and
appropriate key controls; those
controls are then cyclically tested
by the IA Function to ensure
they remain effective and are
being consistently applied. The
IA Function prescribes specific
actions for senior management to
take to correct any violations;
• once recruited, the new
compliance officer will continue
developing, overseeing and
evaluating control systems to
prevent and deal with violations
of legal guidelines and internal
policies in the Group’s jurisdictions
of operation. Until such
recruitment is completed, the
Internal Audit Function under the
supervision of the Audit and Risk
Committee has assumed this role;
• the Audit and Risk Committee,
which meets regularly, is central
to the framework of internal
controls. Its responsibilities and
the matters considered by it
during the Reporting Period are
fully set out in the Audit and Risk
Committee report on pages 86-91,
and include:
– receiving reports from the
HIA on the results of work
carried out under the annually
approved internal audit plan
and from the external auditors
– to whom the Committee has
full and unfettered access;
– annually assessing the
effectiveness of the assurance
provided by the IA Function
and the external auditors; and
84 Global Ports Holding PLC Annual Report 2023 Global Ports Holding PLC Annual Report 2023
– overseeing, receiving and
assessing reports on policy and
regulatory compliance within
the Group, including without
limitation, on anti-bribery and
money laundering processes.
Share capital and shareholders
Share capital
Details of the issued share capital,
together with details of the
movements in the Company’s issued
share capital during the Reporting
Period, are shown in Notes 21a) and
45 to the financial statements.
The share capital of the Company
consists of one class of ordinary
shares with a nominal value of GBP
0.01 each (ordinary shares or shares).
Each ordinary share carries the right
to one vote at general meetings
of the Company, to receive any
dividends declared according to the
amount paid up on the share and,
under general law, to participate
proportionally in any surplus assets
on winding up. The Directors are not
aware of any agreements between
holders of the Company’s ordinary
shares that may result in restrictions
on the transfer of securities or on
voting rights.
As at 31 March 2023, the Company’s
issued share capital consisted of
62,826,963 ordinary shares, which
has not changed at the date of this
Annual Report. No shares are held in
treasury. Therefore, the total voting
rights in the Company as at 7 July
2023 are 62,826,963.
In June 2023, the Board approved
the issuance of 66,600 shares,
representing 0.106% of the
Company’s issued share capital
(ISC), for nominal value to recipients
under the LTIP. See page 97 in the
Remuneration report.
At Admission, 50,000 redeemable
non-voting preference shares
(Redeemable Shares) with a nominal
value of GBP 1.00 each were in
existence, held by GPH B.V. The
Redeemable Shares were redeemed
for their nominal value in accordance
with their terms and cancelled in
February 2018. The Company does
not intend to issue any further
redeemable preference shares.
No person has any special rights of
control over the Company’s share
capital and all issued shares are fully
paid. No shares were repurchased
by the Company during the
Reporting Period.
Warrants
At the date of this Annual Report,
the Company has issued Warrants
to subscribe for 7,752,134 ordinary
shares. Of those, Warrants to
subscribe for 6,213,656 ordinary
shares were issued on a non-
preemptive basis upon the
completion of the Financing in
July 2021, representing 9.0% of
the Company’s fully diluted share
capital. Warrants to subscribe
for a further 1,538,478 shares,
representing an additional 2.0% of
the Company’s fully diluted share
capital, were issued on 23 March
2023 in connection with the partial
drawdown of Facility B for the
purpose of funding the Ege Port
Extension. See ‘Areas of focus
during the Reporting Period’ at
page 82.
Additional Warrants will be issued
pro rata to any further utilisation of
Facility B, as and when it occurs, and
upon the occurrence of specified
adjustment events. The Warrants
become exercisable upon the
occurrence of certain specified
events, including the acceleration,
repayment in full or termination of
the loan under the Financing, de-
listing of the Company or a change
of control.
Substantial shareholdings
As at 31 March 2023, the Company
had been notified, in accordance
with Rule 5 of the Disclosure
and Transparency Rules of the
substantial voting rights as a
shareholder of the Company set out
in the table and notes below.
As at 30 June 2023, being the latest
practicable date prior to publication
of this Annual Report, GIH has a
63.2% interest in the Company
through its 100% owned subsidiary
GPH BV, which is registered under
a nominee. The remaining 36.8% of
the total issued share capital of the
Company represents free float.
There were no significant share
transactions during the Reporting
Period. Under the Financing,
the loan agreement and other
agreements contain customary
financial and non-financial covenants
and change of control clauses
regarding maintaining ownership
of the Company and at GIH above
a certain threshold.
Substantial Shareholders (at 31 March 2023)
1
% of total voting rights Date of last notification
2
Global Ports Holding B.V. 63.2 27 September 2022
1 During the Reporting Period, the Company was notified:
(i) on 19 May 2022, that Lansdowne Partners had decreased their holding from 7.35% to 0.54% and
(ii) on 9 November 2022, that Första AP-fonden had decreased their holding from 3.88% to 2.99%.
2 Up to the end of the Reporting Period.
Corporate governance framework continued
85Global Ports Holding PLC Annual Report 2023
Financial statements Shareholder informationGovernance reportStrategic report
The Directors do not have any
direct ownership of shares of the
Company. However, as at 31 March
2023, Mehmet Kutman owned,
directly and indirectly, 33.8% of
GIH, representing 21.4% of the
Company. Since January 2019,
members of senior management
have had interests in shares of the
Company pursuant to the LTIP as
set out above and on page 97 in the
Remuneration report.
There are no specific restrictions
on the size of a holding nor on
the transfer of ordinary shares,
both of which are governed by the
general provisions of the Articles
and prevailing legislation. The
Articles may be amended by special
resolution of the shareholders.
Relations with shareholders
The Board is aware of the
importance of maintaining effective
and constructive communication
with its shareholders. The
Company’s website contains a
dedicated investors section that
provides through which investors
can access the Company’s
announcements, results,
presentations and reports. Shortly
before the end of the Reporting
Period, the investors section of
the website was updated and
relaunched as part of a broader
corporate website refresh.
During the Period, Covid-19-related
restrictions and guidance eased
compared to the Previous Reporting
Period. However, aspects of the
Company’s communication and
engagement with shareholders may
have permanently changed, with
virtual calls and meetings now more
prevalent than physical meetings.
During the Reporting Period, the
Board and certain members of
senior management met virtually
or physically with the Company’s
principal shareholders on various
occasions concerning Group
strategy, including takeover talks,
the Group’s financial position
and post-pandemic recovery.
The Company is aware of the
stewardship obligations of
institutional investors as set out in
the UK Stewardship Code, and it
works with its institutional investors
to ensure that they can satisfy these
requirements.
Continuing travel restrictions during
the first part of the Reporting Period
impacted investor engagement
around the full year 2022 and
2023 interim financial results.
The Company again engaged in
one-to-one calls with interested
investors rather than holding results
roadshows. As part of a planned
build-up in investor engagement,
the Company increased its
investor communication during the
Reporting Period, releasing monthly
traffic statistics and forecast data for
expected cruise calls and passenger
volumes for the calendar year 2023
and fiscal year 2024. In the second
half of the Reporting Period investor
engagement increased. The Board
also received reports concerning
relations with the major shareholders
and developments and changes in
their shareholdings.
2023 AGM
The Company’s 2023 AGM is
scheduled to be held at the
Company’s registered office at 3rd
Floor, 35 Albemarle Street, London
W1S 4JD on Thursday, 31 August
2023 at 11.00am BST.
As at the date of this Annual Report,
the Board expects that the 2023
AGM will be open to shareholders
and their appointed proxies who
choose to attend it in person.
However, should it become necessary
or appropriate for any reason to
postpone, to move and/or to make
alternative arrangements for holding
the 2023 AGM, the Board may do
so and shareholders will be given as
much notice as possible. Please see
page 121 for further information.
The notice of the 2023 AGM
(the AGM Notice) will be sent to
shareholders at least 21 clear days
before the meeting. The AGM
provides shareholders with an
opportunity to discuss the Group’s
progress and operations directly
with the Board, and the Company is
committed to providing shareholders
with that opportunity. Accordingly,
the AGM Notice will include details
of how shareholders can submit
questions related to the business
of the meeting in advance, and the
Company will endeavour to answer
key themes of the questions on its
website as soon as practical.
At the 2023 AGM, the Company will
propose separate resolutions on
each substantially separate issue and
the numbers of proxy votes cast for
and against each resolution will be
made available to shareholders when
voting has been completed.
Ayşegül Bensel
Vice Chairperson
11 July 2023
86 Global Ports Holding PLC Annual Report 2023 Global Ports Holding PLC Annual Report 2023
As Chairman of the Audit and Risk Committee
(the Committee) for the Company, I am pleased
to present the Committee’s report in respect of
the Reporting Period.
The Committee plays a vital role in
the financial probity of the business
with the ultimate aim of protecting
shareholders’ interests. In fulfilling
its role, it focuses on key areas
including financial controls and risk
management, financial reporting
and the independent external audit
of this Annual Report.
With the welcome abatement
of Covid-19, Group business
rebounded significantly during
the Reporting Period and new
growth opportunities emerged.
The Committee continued to play
a central role in monitoring the
Group’s post-pandemic financial
reporting and in strengthening and
reorganising its internal control and
reporting systems.
Areas of focus during the
Reporting Period
At its first meeting of the Period in
April 2022, the Committee received
the CFO’s report on results for the
first nine months of the Previous
Reporting Period, and a preliminary
presentation from the Company’s
external auditor PKF Littlejohn LLP
(PKF) outlining the audit plan for
the 2022 fiscal year. The Committee
also reviewed the draft budget for
the Reporting Period, which was
presented to the Board the
following day.
At meetings in July 2022, the
Committee focused on the
finalisation of the Company’s
consolidated financial statements
for the Previous Reporting Period.
It also received a report on the
progress of the internal audit
programme and reviewed and
MONITORING RECOVERY
AND GROWTH
Audit and Risk Committee report
Introduction by the Committee Chairman
87Global Ports Holding PLC Annual Report 2023
Financial statements Shareholder informationGovernance reportStrategic report
approved updated versions of
the Company’s Anti-Bribery and
Corruption and Sanctions Policies,
noting that an updated Code of
Ethics had earlier been approved
by written resolution.
Internal control systems were also
a focus in December 2022, with the
Committee reviewing the internal
audit plan for the 2023 calendar
year and, at the Board’s request,
embarking on the recruitment in
collaboration with the Remuneration
Committee of an experienced
compliance officer. The Committee
also received a report from PKF
about its interim review of the
Company’s consolidated results for
the six months ended 30 September
2022 as mandated by the Financing.
At its final meeting of the Reporting
Period, in February 2023, the
Committee received a preliminary
presentation from PKF outlining the
audit plan for the Reporting Period
and an overview from the CFO of
the 2024 draft budget, which was
presented to the Board the following
day. The Committee also considered
and approved a new segmental
reporting structure. By contrast to
the original port-by-port reporting
structure, which no longer reflected
the Group’s actual management
structure and had become unwieldy
due to the growing number of
ports, the new reporting structure
is consistent with the Group’s
regionally-based management
structure and discontinued
commercial sector reporting
which is no longer material to
overall results.
Financial reporting
and judgements for the
Reporting Period
At its meeting on 5 July 2023,
the Committee considered senior
management’s financial reports,
covering the Reporting Period-
end consolidated statement of
financial position and consolidated
statement of profit or loss and
other comprehensive income and
significant accounting matters,
together with the comments and
written reports of the external auditor.
The Committee’s conclusions with
respect to senior management’s
significant financial judgements are
set out below. The Committee has
reviewed this Annual Report including
the Company’s Reporting Period-
end financial statements, focusing
on key judgements as well as the
completeness and overall balance of
reporting to shareholders.
The Committee believes that PKF
as the Company’s external auditor
appropriately challenged senior
management’s key judgements and
estimates as part of their audit work
and the Committee has reviewed
their written reports provided. In
particular, the Committee took note
of the external auditor’s commentary
around the key audit matters set out
in the independent auditor’s opinion
on pages 123 to 129 of this document.
With respect to financial reporting
and significant financial judgements
for the Reporting Period, the
Committee has considered each key
audit matter identified and analysed
by senior management, in particular:
• the appropriate recognition of
revenue from all sources, including
primary port services, ancillary
services and construction revenue,
having particular regard to the
correct application of IFRS 15 and
IFRIC 12 and the calculation of
construction revenue in accordance
with underlying customer
contracts, in order to avoid material
misstatement; and
• the recoverability of intangible
assets, including goodwill, port
operation rights and investments
(parent only), in order to avoid the
non-recognition of any impairment
losses. The Committee considered
senior management’s impairment
assessments and value in use
calculations, including judgements
and estimations relating to cruise
call and passenger numbers,
container volumes and other key
inputs, and was satisfied that no
impairment was required.
The Committee closely considered
senior management’s going concern
analysis having regard to the positive
Group and industry recovery from
the pandemic. The Committee
agreed that the Group continued
actively to manage its short- and
long term financial viability, including
the flexibility of the cost structure
with a high share of variable costs.
The Committee noted, among other
circumstances, the use of previously
raised equity and bond proceeds to
finance major construction works in
Nassau, the drawdown of the growth
facility under the Financing for the
Ege Port Extension, the growth
financing raised mainly for European
expansions including the Malta bond,
and a minor waiver obtained from
one the Group’s lenders in respect
of the Group’s leverage covenant.
88 Global Ports Holding PLC Annual Report 2023 Global Ports Holding PLC Annual Report 2023
The Committee also noted senior
management’s conclusion that the
Group would have sufficient cash
resources to remain in operation and
remain within covenant requirements
for a period of not less than 12 months
from the date of approval of this
Annual Report.
Therefore, having considered
the analysis prepared by senior
management, the Committee was
satisfied that there was a reasonable
expectation that the Group would
have sufficient cash resources to
remain in operation and to remain
within covenant requirements for a
period of not less than 12 months from
the date of approval of this Annual
Report, and that the going concern
basis of accounting should continue
to be adopted in preparing the
consolidated financial statements.
Having regard to the foregoing, the
Committee approved the disclosure
in the financial statements for the
Reporting Period as well as the audit
report including the unqualified
opinion from PKF.
The Committee also reviewed the
Strategic report, the Governance
report, the Remuneration Committee
report and the Directors’ report
for the Reporting Period to ensure
that they complied with applicable
legal and regulatory requirements.
Noting that parts of the Annual
Report had also been reviewed by the
Company’s Legal Department and its
independent remuneration adviser,
the Committee was satisfied that the
Annual Report, taken as a whole, was
fair, balanced and understandable,
and provided the information
necessary for shareholders to assess
the Group’s position, performance,
business model and strategy.
Audit and Risk Committee report continued
Going forward
The recovery of Group business
since the pandemic has been
encouraging, however, the
Committee continues to monitor
closely changes in the Group’s
financial position and developments
in the cruise industry and our
jurisdictions of operation. The
Committee will also continue to
assist the Board in assessing the
financial implications of proposed
projects and strategic courses of
action, with a view to strengthening
the Group’s post-pandemic position
during the remainder of 2023
and beyond.
Towards that same goal, the
Committee will also seek to ensure
that the Group’s governance
practices, and particularly its internal
controls and risk management,
are robust.
Jérôme Bernard Jean Auguste Bayle
Chairman of the Audit
and Risk Committee
11 July 2023
89Global Ports Holding PLC Annual Report 2023
Financial statements Shareholder informationGovernance reportStrategic report
Role of the Audit and
Risk Committee
The Committee reviews the
integrity of the financial information
provided to shareholders, oversees
the Company’s system of internal
controls and risk management,
directs the internal and external
audit process, and monitors the
process for compliance with relevant
laws, regulations and policies.
The Committee’s key
responsibilities include:
• Financial reporting: monitoring
and ensuring the integrity of
the financial statements of the
Company, including its annual
and half-yearly reports, interim
management statements,
preliminary results announcements
and any other formal
announcement relating to its
financial performance, reviewing
significant financial reporting
issues and judgements which they
contain having regard to matters
communicated to it by the external
and/or internal auditor.
Meeting attendance
The table below shows the number of meetings that the individual members of the Committee could have
attended, and their actual attendance, during the Reporting Period. The Committee also approved two
unanimous written resolutions and made a written recommendation to the Board during the Reporting Period.
Only the attendance of members of the Committee is shown in the table below. In addition to the Committee
members, the CFO attended all meetings of the Committee during the Reporting Period. Other members of
senior management and representatives of the external auditors also attended meetings at the invitation of the
Committee chairman.
Director Attendance No. of meetings
1
Jérôme Bayle 5 5
Ercan Ergül 5 5
1 Four meetings were held during 2022 and one meeting was held in February 2023.
• Internal controls and risk
management systems: keeping
under review the effectiveness of
the Company’s internal financial
controls and internal control and
risk management systems, and
reviewing and approving the
statements to be included in the
Annual Report concerning internal
controls and risk management.
• Internal audit: assisting with the
establishment of the IA Function,
including vetting candidates
and approving the appointment
of the Head of the IA Function;
considering and approving the
remit of the IA Function and
ensuring that it has adequate
resources and appropriate access
to information to enable it to
perform its function effectively and
in accordance with the relevant
professional standards, and that it
will be free from management or
other restrictions; and reviewing
and assessing the annual internal
audit plan.
• External audit: considering and
making recommendations to the
Board, to be put to shareholders
for approval at the AGM, in
relation to the appointment,
reappointment or removal of
the Company’s external auditor;
overseeing all aspects of the
relationship with the external
auditor, including assessing
annually their independence and
objectivity, taking into account
relevant UK professional and
regulatory requirements and the
relationship with the auditor as
a whole; meeting regularly with
the external auditor, including
once at the planning stage
before the audit and once after
the audit at the reporting stage,
and at least once a year without
management being present;
reviewing and approving the
annual audit plan at the start of
the audit cycle; monitoring the
statutory audit of the annual and
consolidated financial statements;
reviewing the findings of the
audit with the external auditor;
90 Global Ports Holding PLC Annual Report 2023 Global Ports Holding PLC Annual Report 2023
and reviewing any representation
letter(s) requested by the external
auditor before they are signed by
management. The Committee, on
behalf of the Board, will ensure
that the relevant authorities are
notified of the outcome of the
statutory audit and explain how
the statutory audit contributed to
the integrity of financial reporting,
and the roles of the Committee
and the Board in that process.
• Compliance, whistle-blowing
and fraud: reviewing the
adequacy and security of the
Group’s arrangements for
employees and contractors to
raise concerns, in confidence,
about possible wrongdoing
in financial reporting or other
matters, and ensuring that these
arrangements allow proportionate
and independent investigation
of such matters and appropriate
follow-up action; reviewing
the Group’s procedures for
detecting fraud and systems and
controls for ethical behaviour
and the prevention of bribery
(in accordance with the Ministry
of Justice Bribery Act 2010
Guidance or other relevant
guidance); and overseeing,
receiving and assessing reports
on policy and regulatory
compliance within the Group,
including without limitation,
on anti-bribery and money
laundering processes.
Detailed responsibilities are set out in
the Committee’s TOR, which can be
found at www.globalportsholding.
com under Investors — Corporate
Governance – Committee Terms
of Reference.
Members of the Audit and
Risk Committee
The members of the Audit and Risk
Committee during the Reporting
Period were Jérôme Bernard Jean
Auguste Bayle, an Independent
Director and Chairman of the
Committee, and Ercan Nuri Ergül.
At the date of this Report, there is
one vacancy on the Committee.
The current members of the
Committee have sufficient recent
and relevant financial expertise
to participate and contribute
competently as members of the
Committee. Their educational
backgrounds and professional
experience in business and finance
are set out on pages 74 and 75
in the Governance report.
Meetings of the Audit and
Risk Committee and reports
to the Board
The Committee met five times
during the Reporting Period. In
addition, the Committee approved
two unanimous written resolutions
during the Reporting Period. The
table on page 89 shows the number
of meetings individual members of
the Committee could have attended
during the Reporting Period, and
their actual attendance.
Reports from the Chairman of
the Audit and Risk Committee on
the Committee’s activities and its
recommendations were included
in the regular committee reports
presented at meetings of the Board.
Internal controls and
risk management
A key responsibility of the
Committee is to keep under
review the effectiveness of the
Company’s internal financial
controls and internal control and risk
management systems. To aid in that
review, the IA Function developed
a comprehensive ERM system,
which was implemented during the
Reporting Period.
Under the system, the IA Function
provides guidance to senior
management on responding to and
reporting risks and gives objective
assurance to the Committee and
the Board on the identification and
correct evaluation of risks and the
effectiveness of risk management.
Operating entities also provide
certified statements of financial
compliance with specified and
appropriate key controls. Those
controls are then cyclically tested
by the IA Function to ensure they
remain effective and are being
consistently applied, and the IA
Function prescribes specific actions
for senior management to take to
correct any violations.
Going forward, the IA Function
and the CEO will further develop
and maintain the ERM system
as a structured, consistent and
continuous system across the Group
for identifying, assessing, deciding
on responses to, and reporting on,
opportunities and threats that affect
the achievement of its objectives.
The risk management process
begins with the identification of
significant risks by each function,
and risks will be assessed by taking
into account the potential impact
and likelihood of the risks occurring
and the mitigations identified. The
specific functions covered are the
Group’s cruise port operations,
commercial operations, investments
and strategy, and internal business
functions (comprising purchasing
and payables, financial reporting and
accounting, revenue and receivables,
plant-property-equipment, payroll,
human resources and safety).
The level of risk that is considered
appropriate to accept in achieving
the Company’s strategic objectives
is regularly monitored by the
Committee and reviewed and
validated by the Board on an annual
basis, and the appropriateness of
mitigating actions is determined
in accordance with the Board-
approved risk appetite for each
given area.
Audit and Risk Committee report continued
91Global Ports Holding PLC Annual Report 2023
Financial statements Shareholder informationGovernance reportStrategic report
The current level of risk is compared
with the Board’s appetite to
determine whether further
mitigations are required. Risks
that are specific to the function’s
activities are managed within the
function on an ongoing basis, with
regular follow up by the IA Function.
The most significant risks from each
function (based on materiality or
those that have common themes
across the business) are reviewed
by the Committee, along with the
principal risks and mitigations
externally reported on pages 32
to 39 of this Annual Report. The
Committee also supports senior
management and the Board in the
management of risks relating to
key projects, third parties and
places of operation.
The Group’s principal business
risks are monitored and managed
by senior management, the IA
Function and the Committee, which
regularly reports thereon to the
Board. The Company’s detailed Risk
Management Framework is set out
earlier in this Report.
In order to strengthen the
monitoring of legal compliance
within the Group, the decision was
made during the Reporting Period
to create a legal compliance function
separate from the IA Function,
beginning with the appointment
of an internationally-experienced
compliance officer. Recruitment
of a qualified candidate has been
undertaken taken in collaboration
with the Remuneration Committee
and with the assistance of a
professional recruitment firm. Once
recruited, the new compliance
officer will develop, oversee and
evaluate control systems to prevent
and deal with violations of legal
guidelines and internal policies in the
Group’s jurisdictions of operation.
External auditor transition,
independence and provision
of non-audit services
At the AGM held on 20 September
2022, PKF, of 15 Westferry Circus,
Canary Wharf, London E14 4HD,
was reappointed as the Company’s
external auditor in respect of the
Reporting Period and to hold office
until the conclusion of the 2023
AGM. See ‘Reappointment of the
external auditor‘ below.
PKF has confirmed its independence
as external auditor to the Company.
During the Reporting Period, PKF
performed non-audit services which
were approved by the Committee
and complied with Group policies.
The services were provided for a
fee of GBP 65,000 plus VAT and
consisted of: (i) a review of the
interim financial information and
condensed interim consolidated
financial report for the 6 months
ended 30 September 2022 and
providing an opinion thereon in
accordance with the International
Standard on Review Engagements
(ISRE 2410) and (ii) reporting on
covenant compliance in relation
to the Financing. The Group’s
Non-Audit Services Policy can be
found at www.globalportsholding.
com under Investors – Corporate
Governance – Policies. The Non-
Audit Services Policy is subject to
annual review by the Committee.
The Committee reviewed the work
completed by the external auditor,
as well as the provision of non-audit
services, during the Reporting
Period to ensure that the auditor
maintained its independence.
The Committee will continue to
review the independence of the
external auditor on a regular basis.
Reappointment of the
external auditor
Following careful consideration,
the Committee recommends that
PKF be reappointed as the external
auditor of the Company under the
current external auditor contract,
and a resolution to reappoint them
will be proposed at the 2023 AGM.
The Group will continue to carry
out an annual review of external
auditors to enable the Committee to
assess the quality and effectiveness
of the services provided by the
incumbent auditor. Under its TOR,
the Committee has a duty to ensure
that the audit services contract
is put out to tender at least once
every 10 years, to enable the
Committee to compare the quality
and effectiveness of the services
provided by the incumbent auditor
with those of other audit firms.
92 Global Ports Holding PLC Annual Report 2023 Global Ports Holding PLC Annual Report 2023
Nomination Committee report
Introduction by the Committee Chairman
MAINTAINING PROVEN
LEADERSHIP DURING
RECOVERY
As Chairman of the Nomination
(the Committee) for the
Company, I am pleased to
present the Committee’s
report in respect of the
Reporting Period.
The Committee is focused
on optimising the quality and
contribution of leadership within the
Group, through an ongoing review
of the composition and performance
of the current Board and by
formulating succession plans for the
Board and senior management.
Throughout the Reporting Period,
I served as independent Chairman
of the Committee and Ayşegül
Bensel served as a Committee
member. We continue to hold our
respective positions at the date
of this Report, and there is one
vacancy on the Committee.
Areas of focus during the
Reporting Period
The Committee met in July 2022,
at which time a main focus was
on reviewing the contribution
and performance of the individual
Board members in advance of the
2022 AGM.
The Committee members agreed
that the Board as a whole had shown
strong and united leadership in
rapidly implementing, monitoring,
and then easing, pandemic-related
cost-saving and cash preservation
measures (the Measures). They
noted that all individual Board
members had attended and
contributed at meetings and, with
reduced Board size, some had
assumed additional responsibilities.
The Committee members also
agreed that all Board members had
demonstrated their commitment to
the Company by continuing to serve
despite the fact that Board fees,
93Global Ports Holding PLC Annual Report 2023
Financial statements Shareholder informationGovernance reportStrategic report
which were consensually
deferred starting in March 2020
in solidarity with employees subject
to the Measures, had not yet
been reinstituted.
The Committee therefore concluded
that the Board had continued
to govern decisively despite its
reduced size, all Board members had
performed with skill and diligence,
and each of those members should
be endorsed for re-election at
the 2022 AGM on the assumption
that all of them would stand. The
Committee made a corresponding
recommendation to the Board,
which in turn recommended to
shareholders that each of the
incumbent Directors be re-elected
at the 2022 AGM.
Having regard to the Group’s post-
pandemic recovery, the Committee
also reiterated its commitment
to recruiting candidates to fill at
least one independent seat on the
Board, while considering optimal
membership size to maintain an
effective and experienced Board
at reasonable cost. The Committee
reaffirmed gender and governance
and/or industry experience as
two main criteria in assessing any
potential new Board member and
agreed that particular effort should
be made to recruit a qualified
female candidate.
The Committee has met once
since the Reporting Period-end, at
which time it noted the Directors’
perfect attendance records at
Board and committee meetings
and active involvement in Group-
related matters during and since the
Reporting Period. The Committee
assessed positively the Board’s
continuing performance on a
collective and individual basis and
endorsed the existing Directors for
reelection at the 2023 AGM. The
Committee members also approved
this Report.
The Committee will continue to play
an active role in maintaining strong
leadership on the Board and Senior
Executive Team to guide and propel
Group business going forward.
Jérôme Bernard Jean Auguste Bayle
Chairman of the
Nomination Committee
11 July 2023
94 Global Ports Holding PLC Annual Report 2023 Global Ports Holding PLC Annual Report 2023
Role of the Nomination Committee
The Committee’s key
responsibilities include:
• Structural review: regularly
reviewing the structure, size
and composition of the Board
(including the skills, knowledge,
independence and absence of
conflicts of interest, experience
and diversity of the Board) and
making recommendations to
the Board.
• Succession planning: giving
consideration to succession
planning for Directors and other
senior executives, taking into
account the challenges and
opportunities facing the Group
and the skills, diversity and
expertise needed on the Board
in the future.
• Annual evaluation: assisting
the Chairman of the Board to
implement an annual evaluation
process to assess the overall and
individual performance of the
Board and its committees, and
reviewing the results that relate to
the composition of the Board and
its committees.
• Board candidates: identifying
and nominating, for the approval
of the Board, candidates to fill
Board vacancies as and when they
arise. Also, as part of that process,
reviewing any interests a candidate
may have that conflict, or may
conflict, with the interests of
the Company.
• Recommendations: making
recommendations to the Board,
including concerning succession
plans; membership of the Audit
and Risk Committee and the
Remuneration Committee in
consultation with the Chairs of
those committees; the re-election
of Directors by shareholders;
any matters relating to the
continuation in office of any
Director at any time, including
the suspension or termination of
service of any future executive
Director as an employee of the
Company; and the appointment
of any Director to executive or
other office.
Members of the
Nomination Committee
The members of the Committee
during the Reporting Period
were Jérôme Bayle, who is an
Independent Director and was
appointed to the Committee on
29 September 2021, and Ayşegül
Bensel, who has served on the
Committee since its formation
in 2027. There is one vacancy on
the Committee.
Going forward
Going forward, the Committee
expects to focus on:
• the recruitment of at least one
new independent Board member,
and continued review of the size
and composition of the Board,
having regard to diversity targets,
effectiveness and efficiency, and
other central considerations;
• progressing an in-depth Board
performance review; and
• considering potential succession
issues relating to the Executive
Chairman-CEO and other
Directors and members of the
Senior Executive Team.
Nomination Committee report continued
Meeting attendance
In accordance with its TOR, the Committee meets formally at least once a year, however, the Committee
members also communicate informally between meetings.
As set out in the table below, the Committee held one formal meeting during the Reporting Period, which was
attended by both Committee members.
Director Attendance No. of meetings
Jérôme Bayle 1 1
Ayşegül Bensel 1 1
The Committee has met once since the end of the Reporting Period, at which time it focussed on reviewing
Board member performance in advance of the 2023 AGM and endorsed all Board members for reelection.
Reports from the Chairman of the Nomination Committee on the Committee’s activities and its
recommendations are included in the regular committee reports that are presented at meetings of the Board.
95Global Ports Holding PLC Annual Report 2023
Financial statements Shareholder informationGovernance reportStrategic report
Remuneration Committee report
Introduction by the Committee Chairman
As Chairman of the Remuneration Committee
(the Committee) for the Company, I am pleased
to present the Committee’s report in respect of
the Reporting Period.
In accordance with the reporting
regulations, this Report comprises
three sections:
• this Statement;
• the Remuneration Policy
Report on the current three-
year Remuneration Policy (the
Policy), which was approved
by shareholders at the Annual
General Meeting held on
29 September 2021 for a three-
year period and which comprises
distinct sub-policies for:
– the Executive Chairman;
– the Non-Executive Directors;
and
– any future Executive Directors,
which is applied generally to
the Senior Executive Team and
other senior managers within
the Group (collectively, senior
management); and
• the Annual Report on
Remuneration (Annual
Remuneration Report or ARR),
which details the Directors’
remuneration from 1 April
2022 to 31 March 2023 and the
implementation of the Policy
during the Reporting Period. The
Annual Remuneration Report will
be subject to an advisory vote at
the 2023 AGM.
Other than the Executive Chairman-
CEO, all of the Directors during
the Reporting Period were
Non-Executive.
In compliance with reporting
requirements under The Companies
(Directors’ Remuneration Policy
and Directors’ Remuneration
Report) Regulations 2019 (the
2019 Regulations), the current
Annual Remuneration Report also
ENSURING APPROPRIATE
REMUNERATION
96 Global Ports Holding PLC Annual Report 2023 Global Ports Holding PLC Annual Report 2023
contains disclosure regarding the
remuneration of the Company’s
former CEO, Emre Sayın, even
though he was not a Board member
and stepped down shortly after the
start of the Reporting Period. The
related requirement under the 2019
Regulations is only applicable for
financial years beginning on or after
10 June 2019, and accordingly, prior
period comparative information
starts from the 1 January 2020 to
31 March 2021 reporting period.
Mr. Sayın’s remuneration was
determined broadly in accordance
with the Policy’s distinct sub-policy
for future Executive Directors,
pursuant to which he participated in
the Company’s short-term incentive
plan (STIP) and the LTIP. When
Mr. Sayın stepped down and left
the Group effective May 2022, his
remuneration included a lump sum
termination payment and his RSU
awards under the LTIP lapsed as set
out on pages 110 and 111.
No changes were made during the
Reporting Period to the fees for
Board membership, which are set
out in the Annual Remuneration
Report on page 112. However,
in accordance with the Articles,
the Board has resolved to award
additional remuneration to Executive
Chairman Mehmet Kutman, who
Remuneration Committee report continued
Meeting attendance
The table below shows the number of meetings that the individual members of the Committee could have
attended, and their actual attendance, during the Reporting Period:
Director Attendance No. of meetings
Jérôme Bayle 3 3
Ayşegül Bensel 3 3
During the Reporting Period, the Committee members also approved one unanimous written resolution and
submitted a written recommendation to the Board, as well as communicating informally between meetings
with each other and with members of senior management.
The Committee may invite other Directors or members of senior management to attend meetings. As
Committee Chairman, I liaise regularly with the Head of Human Resources (or ‘HRD’) and the Executive
Chairman-CEO in particular, and relay their input to the Committee – whether or not they attend meetings.
No Director or member of senior management is present at a Committee meeting during any discussion or
decision about their own remuneration.
was also appointed CEO upon
Mr. Sayın’s departure, and to Non-
Executive Director Ayşegül Bensel
to compensate her for consultancy
services. The basis and the amount
of additional remuneration awarded
to Mr. Kutman and Mrs. Bensel,
respectively, are set out on page 112.
No Board members participate in
the Company’s incentive schemes,
and accordingly their remuneration
is not subject to changes in the
Company’s share price.
With their agreement, all
remuneration payable to the Board
members continued to be deferred
during the Reporting Period in order
to prioritise the full restoration of
pre-pandemic remuneration for
Group employees. The amounts
accrued (but not paid) to Board
members during the Period are set
out on page 112.
Restitution and restoration
Beginning in April 2020, in response
to the unprecedented challenges
arising from the Covid-19 pandemic,
the Company implemented a
series of cost-saving and cash-
preservation measures including
the Employment Measures. During
the Previous Reporting Period, the
Committee oversaw the gradual
easing of the Employment Measures,
culminating with the reinstatement
in January 2022 of pre-pandemic
level salaries. During the Reporting
Period, the restoration of a normal
remuneration structure for Group
employees was completed with the
full restitution of salary amounts
that had been deferred pursuant to
the Employment Measures. Further
details are set out below under
‘Activities of the Committee during
the Reporting Period’.
Committee members and
independence
I have served as the Chairman of the
Committee since its establishment
in 2017 and my fellow Committee
member Ayşegül Bensel also has
served throughout that time.
There is one vacancy on the
Committee, which the Board
expects to fill in due course through
the appointment of one or more
independent Board members.
Key areas of responsibility
The Committee’s key areas of
responsibility include:
• recommending, monitoring (and,
if necessary, vetoing) the level
and structure of remuneration for
all Group employees, including
senior management;
97Global Ports Holding PLC Annual Report 2023
Financial statements Shareholder informationGovernance reportStrategic report
• determining the structure and
levels of remuneration for the
Executive Chairman-CEO, any
future Executive Directors and
all Group employees at grades of
C-level or higher; and
• preparing the Annual
Remuneration Report for approval
by shareholders at the AGM.
Detailed responsibilities are set out
in the Terms of Reference of the
Committee which can be found
at www.globalportsholding.com
under Investors – Governance –
Committees – Remuneration.
Activities of the Committee during
the Reporting Period
The Committee met formally
three times during the Reporting
Period. At and between meetings,
the Committee members
communicated informally to review
and refine executive remuneration
arrangements with a view to
ensuring that they incorporated
relevant market best practice
and remained appropriate for
the Company – having regard
in particular to the recovery of
Group business from the impact
of the Covid-19 pandemic and
the objective of terminating the
Employment Measures and restoring
a normal remuneration structure
as early as reasonably prudent
and practicable.
At its first two meetings of the
Reporting Period, in April and July
2022, the Committee continued to
monitor the restoration of normal
remuneration, resulting in the full
restitution of ex-Türkiye salary
amounts that had been deferred
pursuant to the Employment
Measures being completed,
as scheduled, in three equal
instalments in the second and third
quarters of the calendar year. Having
regard to Türkiye’s exceptional
country-specific inflationary
conditions, the Committee also
considered the adjustment of
deferred Turkish salary amounts,
and its recommendation for a
40% increase was adopted by the
Board, with amounts being repaid
on that basis.
The Committee also considered
the LTIP in light of the pandemic’s
extraordinary adverse impact on
Group business and the sacrifices
made by LTIP-eligible employees
who accepted the Employment
Measures and continued to serve
under less favourable employment
terms. In recognition of those
circumstances and to reaffirm the
Company’s commitment to the LTIP
as a viable, motivational reward
programme, the Committee in its
discretion recommended that 60%
of RSUs allocated under the LTIP
for 2020 be deemed to vest in
2023. It is noted that although the
Committee’s recommendation and
its adoption by the Board occurred
in April 2022 – after the end of the
Previous Reporting Period – and
were reported in the Company’s
2022 Annual Report, that report
incorrectly identified the RSUs as
having been allocated for 2019
rather than 2020.
In accordance with the Committee’s
recommendation, the Board
approved the vesting of 60% of the
RSUs allocated under the LTIP for
2020 and the issuance of 66,600
shares underlying them – which is
pending at the date of this Report.
See ‘Share capital’ on page 84 in
the Corporate governance report.
In relation to the vesting decision,
the Committee also exercised its
discretion to waive any holding
period in respect of the underlying
shares. In doing so, the Committee
reasoned that the recipients had
already demonstrated their loyalty
to the Company through their
sacrifices during the pandemic
and their continuing service to the
Company, and accordingly, a holding
period was not necessary to further
incentivise them to remain with the
Company and to retain their equity
investment in it.
With the approval of the Executive
Chairman-CEO, the Committee also
oversaw the payment in January
2023 of a one-time loyalty bonus
in the aggregate amount of USD
110,177 to Türkiye-based employees
in recognition of their service during
the pandemic and the continuing
country-based inflationary
conditions affecting them.
In addition to its focus on restoring
a normal remuneration structure
in the wake of the pandemic, the
Committee attended to a number of
other below-Board remuneration-
related matters and initiatives. These
included setting LTIP performance
targets and RSU allocations for
2022 and reviewing and increasing
tugboat pilot salaries at the
Group’s Turkish ports to market-
competitive levels. The Committee
also authorised an internal
operational audit of the Group’s
human resources function (or ‘HR’)
with a view to better aligning HR
management and employment
practices with the Group’s business
objectives, more effectively
assessing the outcomes of the
Group’s employment practices
and policies, and strengthening
the top-down HR structure within
the Group. The Committee also
collaborated with the Audit and
Risk Committee to initiate, with
the assistance of a professional
recruitment firm, the search for
an experienced compliance
officer who will be a senior
management level appointment
with commensurate remuneration.
As Chairman of the Committee and
the Independent Director, I was
asked to consider adjustments to
the remuneration of Mr. Kutman
following his appointment by the
Board as CEO with responsibility
for the day-to-day operations of
the Group, and of Mrs. Bensel
in recognition of consultancy
services that she provides at the
Board’s request.
98 Global Ports Holding PLC Annual Report 2023 Global Ports Holding PLC Annual Report 2023
Remuneration Committee report continued
In making my recommendation
that Mr. Kutman’s remuneration
should include a meaningful CEO
component, I had regard amongst
other considerations to Mr. Kutman’s
extensive executive experience,
the amount of his fee as Executive
Chairman, the significant additional
duties, responsibilities and time
commitment that the position of
CEO entails, and the fact that,
unlike the former CEO, he has
no entitlement to STIP or LTIP
rewards or to other benefits
provided for under the sub-policy
for senior management and
Executive Directors.
With respect to Mrs. Bensel, who has
extensive experience in construction
management within the GIH group,
I considered that, in addition to her
duties as a Non-Executive Board
and Committee member, she has
provided over an extended period
of time, and continues to provide at
the Board’s request, construction
management consultancy services
in respect of most major port
investment projects undertaken
by the Group, which also entail
significant additional time and
travel commitments.
Accordingly, I recommended that
Mr. Kutman and Mrs. Bensel should
receive additional remuneration in
accordance with article 83 of the
Articles for the special services
that they provide at the behest of
the Board. The Board accepted
my recommendation in each case,
and the basis and amount of their
additional remuneration are detailed
on page 112 below.
Our approach to developing the
Company’s Remuneration Policy
The aims for executive remuneration
within the Group remain unchanged,
namely: to support the achievement
of the Company’s strategy; to help
attract, retain and motivate the
right executive talent; and to further
align management and shareholder
interests.
Remuneration levels for senior
management and any future
Executive Directors are set at
levels that are considered by the
Remuneration Committee to be
appropriate for the size, nature
and stage of development of
the business, having regard to
salary bandings commissioned by
independent reward consultants.
Performance-based incentives form
a material part of the remuneration
package for all our senior executives
and are based on stretching
performance targets that support
both the short-term and long-term
business strategy. Legacy contractual
remuneration arrangements for
below-Board senior managers that
were agreed before the Policy will be
honoured. Details will be disclosed
where relevant.
In formulating the original
remuneration policy (the Original
Policy, and together with the
Policy, the Policies), the Committee
took independent advice from
Mercer (Mercer), the Company’s
independent remuneration
consultants, with a view to ensuring
that the Policy incorporates current
best practice for a UK-listed
company.
The Committee believes that its
approach to remuneration has
supported the delivery of the
Company’s aims during its initial
years as a publicly listed company by
helping to ensure close alignment of
pay outcomes with the Company’s
performance and long-term success.
The current Policy, intended to
operate for a three-year period, will
expire in 2024. Prior to presenting
a new remuneration policy at the
2024 AGM, the Company intends
to undertake an extensive review
of the structure, components and
underlying aims and principles of the
Policy, including consultation with
shareholders, employees and Mercer.
The key features of the Policy are
summarised below under ‘Our
remuneration at a glance’, and
the Policy itself is set out on
pages 100 to 109.
We hope you find this Report helpful
in explaining the implementation
of the Policy and the rationale for
key Committee decisions during the
Reporting Period.
The Committee believes that the
approach to implementing the Policy
during the Reporting Period was in
the best interest of shareholders,
and we hope that you will approve
the Annual Remuneration Report at
the 2023 AGM.
Jérôme Bernard Jean Auguste Bayle
Chairman of the
Remuneration Committee
11 July 2023
99Global Ports Holding PLC Annual Report 2023
Financial statements Shareholder informationGovernance reportStrategic report
Basis of preparation of this Report
This Report has been prepared in
accordance with the provisions of
the UK Companies Act 2006 and
Schedule 8 of the Large and Medium
sized Companies and Company’s
(Accounts and Reports) Regulations
2008 (as amended, including by the
2019 Regulations). It also meets the
requirements of the UKLA’s Listing
Rules. It has been reviewed by
Mercer, who advised the Committee
during the development of the
Original Policy and, as requested,
on certain aspects pertaining to
the implementation of the Policies
between 2018 and the end of the
Reporting Period.
Our remuneration at a glance
Development of our
Remuneration Policy
Following Admission, the
Remuneration Committee worked
with Mercer to develop the Original
Policy, which was approved by
shareholders at the 2018 AGM.
Remuneration principles
The Policy reflects the remuneration
principles (see page 98) agreed
by the Remuneration Committee,
which help ensure that remuneration
outcomes align with the Company’s
performance and shareholder
interests.
Shareholder consultation
and approval
The views of our shareholders and
the broader investor community are
important to the Committee. During
the development of the Policies,
the Committee engaged with the
Company’s largest shareholder and
also took account of the guidelines
issued by various investor bodies on
remuneration governance, including
the importance of aligning executive
remuneration with performance
and the need to take into account
remuneration arrangements for the
wider workforce.
The Committee is keen to foster an
open and transparent approach to
setting and determining outcomes
against the Remuneration Policy.
At the 2022 AGM, shareholders
approved the Directors’
Remuneration Report by 99.98%
‘for’ and 0.02% ‘against’ the
resolution, with 607 votes withheld.
Engagement with employees
A core purpose of the Policies
is to attract and retain talented
management, and feedback from
employees and their representatives
is critical to ensure that their views
and interests are reflected in
Committee and Board decisions. To
that end, the Committee Chairman
meets regularly with the Head of
Human Resources and maintains
an open-door policy with respect
to senior managers who wish to
discuss employment-related issues
or bring them to the attention of
the Committee. The Committee
Chairman is also a designated
contact person for employees
under the Group’s Whistleblowing
Policy. With a view to increasing its
direct engagement with employees,
the Board has also resolved that
Directors will meet annually with
port managers and other members
of senior management to obtain
their feedback on the Company’s
approach to remuneration and
other matters. Those meetings
were postponed during and in the
immediate aftermath of the Covid-19
pandemic, but are resuming.
100 Global Ports Holding PLC Annual Report 2023 Global Ports Holding PLC Annual Report 2023
Remuneration Committee report continued
REMUNERATION POLICY REPORT
The Policy
This section of the Report sets out the Policy, which was approved by shareholders at the 2021 AGM for a period of
three years. The Policy, which was developed to reflect the guiding principles set out on page 98, comprises distinct
sub-policies for the Executive Chairman, the Non-Executive Directors and any future Executive Directors (currently
applied generally to senior management).
Except as noted in the Annual Remuneration Report, the Policy is structured and administered by reference to the
Company’s financial year (1 April to 31 March).
Decision-making process
In preparing the Policy, the Remuneration Committee initially reviewed and affirmed the remuneration principles set
out on page 98 and the structure and components of the Original Policy, having regard to the Company’s strategy
and shareholder interests and after assessing the impact of the Original Policy over the previous three years. It
also engaged with the Company’s largest shareholder, consulted with Mercer and took account of the guidelines
issued by various investor bodies on remuneration governance and newly applicable requirements under the
2019 Regulations.
Remuneration Policy for the Executive Chairman
The Executive Chairman’s fee is USD 420,000 per annum, equivalent to 3.5 times that of the current Non-Executive
Directors. In approving the amount of the fee in 2019, the Committee had regard to the increasing time commitment
of the Executive Chairman in supporting business development for the Group, the results of independent external
market benchmarking, and the growth of the Group. The Executive Chairman is not eligible to participate in any of the
Company’s incentive (short-term or long-term share) schemes or in any of the Company’s other benefit arrangements.
Following his appointment as CEO with effect from May 2022, the current Executive Chairman Mehmet Kutman’s
remuneration was adjusted to include a CEO component. However, Mr. Kutman’s remuneration continues to be
determined in accordance with the remuneration sub-policy for the Executive Chairman, and he has no entitlement
to bonus, LTIP rewards or other benefits provided for under the sub-policy for senior management and Executive
Directors. See page 101.
Remuneration Policy for the Non-Executive Directors
The remuneration for Non-Executive Directors comprises a Board fee and an additional fee for additional duties,
which include serving on one or more Board committees. Fees are set at a competitive level to recruit and retain
Directors of the highest calibre. The Non-Executive Directors are not eligible to participate in any of the Company’s
incentive (short-term or long-term share) schemes or in any of the Company’s other benefit arrangements.
In accordance with the Articles, one of the current Non-Executive Directors is also entitled to receive additional
remuneration for special consultancy services provided at the Board’s request. See page 112.
Remuneration Policy for senior management and Executive Directors
(excluding the Executive Chairman-CEO)
The remuneration for any future Executive Directors comprises salary, benefits and short-term and long-term
incentive plans as described on pages 103 to 109. For members of senior management who are not Board members,
the Policy generally applies with minor variation.
101Global Ports Holding PLC Annual Report 2023
Financial statements Shareholder informationGovernance reportStrategic report
Remuneration Policy Table for Executive Chairman
Details of the Policy on fees to be paid to the Executive Chairman are set out in the table below:
Purpose and link to strategy Operation Opportunity Performance measures
Executive Chairman’s remuneration
To recognise the Executive
Chairman’s time
commitment to the
Company and his role in
business development for
the Group, as well as his role
as Chairman of the Board.
The Executive Chairman’s fee is set by
the Remuneration Committee at a level
which it considers commensurate with
the significant time commitment he is
expected to give to the Group.
The Executive Chairman is also
provided with an office and full-time
secretarial and administrative support
in London. All reasonable travelling
and other expenses (including any
relevant tax) incurred in carrying out
his duties are reimbursed.
Without limitation to the foregoing, the
Company will reimburse the Executive
Chairman for the reasonable cost of
obtaining independent advice in
accordance with Board procedure.
The Executive Chairman is not
entitled to participate in the
STIP or the LTIP and does not
otherwise receive share
options or retirement benefits
from the Company.
Not applicable.
Executive Chairman letter of appointment
Mehmet Kutman was originally appointed as a Non-Executive Director pursuant to a letter of appointment dated
12 April 2017 that has no fixed duration.
Mr. Kutman’s role as Executive Chairman was subsequently set out in a director service agreement with the
Company with effect from 1 February 2019 (the Director Service Agreement). Following his appointment as CEO,
Mr. Kutman and the Company also entered into a Chief Executive Officer agreement with effect from 1 May 2022
(the CEO Agreement), which sets out the CEO component of his adjusted remuneration. Details are set out on
page 112.
Pursuant to the Articles, Mr. Kutman submits himself for re-election to the Board annually, and he has been
re-elected at each AGM since 2018.
The dates relating to the appointment of the Executive Chairman are below:
Director Role during Reporting Period
Date of original appointment
and letter of appointment
Dates of reappointment
(election)
Mehmet Kutman Executive Chairman, CEO
and Co-Founder
11 April 2017 8 May 2018, 24 May 2019,
5 June 2020, 29 September
2021 and 20 September 2022
Mr. Kutman’s original letter of appointment, the Director Service Agreement and the CEO Agreement are available
for inspection at the Company’s registered office during normal business hours.
102 Global Ports Holding PLC Annual Report 2023 Global Ports Holding PLC Annual Report 2023
Remuneration Committee report continued
Remuneration Policy Table for Non-Executive Directors
Details of the Policy on fees to be paid to our Non-Executive Directors are set out in the table below:
Purpose and link to strategy Operation Opportunity Performance measures
Non-Executive Director remuneration
Fees for the Non-Executive
Directors are set at a
competitive level to recruit
and retain Directors of the
highest calibre, with broad
commercial and other
relevant experience, to
guide and influence
Board-level decision-
making.
Fee levels will typically be reviewed
annually, with any adjustments effective
January in the year following review.
The fees of Non-Executive Directors are set
by the Board as a whole within the limits set
in the Company’s Articles of Association.
Non-Executive Directors receive a base fee
for membership on the Board and an
additional fee for all other duties, including
serving on one or more Board committees.
The Company reimburses the Non-
Executive Directors for reasonable and
properly documented expenses incurred in
performing their duties.
Without limitation to the foregoing, the
Company will reimburse the Non-Executive
Directors for the reasonable cost of
obtaining independent advice in
accordance with Board procedure.
The Non-Executive Directors have the
benefit of directors’ and officers’ liability
insurance and a deed of indemnity from
the Company.
Fee increases may be
applied taking into
account the outcome of
the annual fee review.
Under the Articles of
Association, the
aggregate amount of
fees paid to the Directors
is capped at GBP 1.5
million per annum.
The current Non-
Executive Directors are
not entitled to participate
in the LTIP or the STIP
and do not otherwise
receive share options or
retirement benefits from
the Company.
Not applicable.
Non-Executive Director letters of appointment
The Non-Executive Directors were originally appointed pursuant to letters of appointment dated April 2017 that have
no fixed duration. Ayşegül Bensel and the Company have subsequently executed an amended letter of appointment
with effect from 1 May 2022 (the Restated Appointment Letter), pursuant to which she is entitled to receive additional
remuneration for special consultancy services provided at the request of the Board. Details of Mrs. Bensel’s additional
remuneration are set out on page 112.
Pursuant to the Articles, the Non-Executive Directors submit themselves for re-election annually. The current Non-
Executive Directors have been re-elected at each AGM since 2018.
The dates relating to the appointments of the current Non-Executive Directors, all of whom served throughout the
Reporting Period, are as follows:
Director Role
Date of original appointment
and letter of appointment
Dates of reappointment
(election)
Ayşegül Bensel Vice Chairperson 12 April 2017 8 May 2018, 24 May 2019,
5 June 2020, 29 September
2021 and 20 September 2022
Jérôme Bayle Board Member – Independent 12 April 2017 8 May 2018, 24 May 2019,
5 June 2020, 29 September
2021 and 20 September 2022
Ercan Ergül Board Member 11 April 2017 8 May 2018, 24 May 2019,
5 June 2020, 29 September
2021 and 20 September 2022
The original letters of appointment of the current Non-Executive Directors and the Restated Appointment Letter
are available for inspection at the Company’s registered office during normal business hours.
103Global Ports Holding PLC Annual Report 2023
Financial statements Shareholder informationGovernance reportStrategic report
Remuneration Policy Table for future Executive Directors (excluding the Executive Chairman-CEO)
and senior management
In the absence of Executive Directors (other than the Executive Chairman), the Policy set out in the table below
currently applies (with minor variation) only to members of senior management. In particular, legacy contractual
remuneration arrangements for below-Board senior managers that were agreed before the Policy will be honoured
and details will be disclosed where relevant. The Policy below would apply to an Executive Director should they be
appointed to the Board, in which case references below to a ‘senior manager’ would apply to an ‘Executive Director’.
Purpose and link to strategy Operation Opportunity Performance measures
Base salary
To attract and retain
talented executives to
deliver the Company’s
strategy, by ensuring base
salaries and total packages
are competitive in relevant
talent markets, while not
overpaying.
Base salaries are reviewed by the
Committee annually, in the context of
personal and Company performance,
and by reference to external market
benchmarking. Any resulting changes
will normally be effective from January.
Salaries are positioned to reflect
professional experience and level
of responsibility.
There is no prescribed
maximum salary payable.
Salaries will be set on a
case-by-case basis to reflect
the role, and the experience
and qualifications of the
individual role-holder.
Base salary % increases for
the senior managers will
normally be aligned with
those of the wider workforce
but may be made above this if
there is a material change in
responsibilities, size or
complexity of the role, or if a
senior manager was
intentionally appointed to the
Board on a below-market
salary, but with the intention
of moving it to market over
time subject to performance
in the role.
If an Executive Director is
appointed, their base salary
for the year under review and
proposed for the following
year would be disclosed in
the relevant year’s Annual
Report on Remuneration,
together with the rationale
for any changes.
Not applicable.
Pension
To provide an appropriate
level of post-retirement
benefit.
Although the Company currently does not have a formal pension plan, mandatory pension
contributions are made by the Company on behalf of UK employees in accordance with UK law
(and would also be made at the same % of salary on behalf of any UK-based Executive
Directors). Likewise, other Group companies make mandatory pension contributions on behalf
of their employees in accordance with applicable law, and pension contributions would be made
on the same basis for any Executive Directors outside the UK.
104 Global Ports Holding PLC Annual Report 2023 Global Ports Holding PLC Annual Report 2023
Purpose and link to strategy Operation Opportunity Performance measures
Other taxable benefits
To provide other
competitive benefits for
comparable roles in the
market in which the senior
manager is employed.
The Company may also provide senior
managers benefits in kind including,
but not limited to, company car or car
allowance, financial and/or legal
advice, an expatriate allowance,
relocation expenses and a
housing allowance.
Benefits for executives and
senior managers are generally
set at a level which reflects
competitive practice in the
relevant market.
It is not anticipated that the
costs of benefits provided
would increase significantly
over the policy period,
although the Committee
retains discretion to approve
non-material increases in cost.
In addition, the Committee
retains discretion to approve a
higher cost in exceptional
circumstances (e.g., to
facilitate recruitment) or in
circumstances where factors
outside the Company’s
control have changed (e.g.,
general increases in the cost
of insurance cover).
In the case of an Executive
Director, benefits in respect of
the year under review will be
disclosed in the relevant year’s
Annual Report on
Remuneration.
Not applicable.
Remuneration Committee report continued
105Global Ports Holding PLC Annual Report 2023
Financial statements Shareholder informationGovernance reportStrategic report
Purpose and link to strategy Operation Opportunity Performance measures
STIP (short-term incentive plan)
To incentivise executives to
deliver strong performance
on an annual basis, to
reward progress towards
the Company’s strategic
goals, and to underpin the
longer-term health and
growth of the business.
Performance measures, targets and
corresponding weightings are set by
the Committee at the start of the year.
After the end of the financial year, the
Committee determines the level of
bonus to be paid, taking into account
the extent to which targets have
been achieved.
Bonuses are payable in cash.
Malus and clawback provisions apply
to the bonuses in certain
circumstances (as set out in the Notes
to the Policy Tables on page 107).
The normal maximum annual
bonus opportunity is 50% of
base salary, with up to 75%
available in exceptional
circumstances.
The payout for on-target
performance is 50%
of maximum.
Performance is
assessed on an annual
basis against specific
objectives set at the
start of each year.
Financial measures
make up the majority
of the bonus
opportunity, although
these may be
supplemented with
non-financial metrics
and personal
objectives, as
appropriate.
Bonus measures are
weighted according to
the business priorities
for the year. Targets
under each measure
are generally
calibrated with
reference to the
Company’s budget.
The Committee may
adjust the formulaic
annual bonus
outcomes (including
down to zero) to
ensure outcomes align
with the Company’s
Remuneration
Principles and with
underlying Company
performance, and to
ensure fairness to
shareholders and
participants.
If an Executive
Director is appointed,
further details will be
disclosed in the
relevant year’s Annual
Report on
Remuneration.
Performance targets
set for each year will
be disclosed at the end
of the year in question.
106 Global Ports Holding PLC Annual Report 2023 Global Ports Holding PLC Annual Report 2023
Remuneration Committee report continued
Purpose and link to strategy Operation Opportunity Performance measures
LTIP (long-term incentive plan)
To align the interests of
executives with those of
shareholders, and to
incentivise management to
maximise value over the
long term.
Senior managers are eligible to receive
annual awards of RSUs, being
conditional rights to receive shares
in the Company. The Committee
may also award share options or
restricted shares.
Prior to awards being granted, the
Committee sets performance
conditions and targets which are
stretching and aligned to the
Company’s strategy.
LTIP awards to executives and senior
managers typically have a
performance and vesting period of
three years. If threshold performance
has not been achieved at the end of
the relevant performance period, the
awards would not vest. Vested LTIP
shares are normally subject to a
holding period of two years after the
vesting date. However, vesting and
holding periods are determined by the
Remuneration Committee and may be
waived or changed from time to time
at its discretion.
The Remuneration Committee has
discretion to award dividend
equivalents on awards, in which case
the number of shares which are subject
to an LTIP award will be increased to
reflect the value of the corresponding
dividends during the performance
period (or an equivalent value will be
granted in cash at the discretion of the
Remuneration Committee).
LTIP awards granted to senior
managers will be subject to malus and
clawback provisions, as set out in the
Notes to the Policy Tables on page 107.
The maximum annual LTIP
opportunity is 100% of
base salary.
25% of an award will vest if
performance against each
performance condition is at
threshold and 100% will vest if
it is at stretch (being the
minimum level of
performance required for full
vesting), with straight-line
vesting in between.
Further details of any LTIP
awards granted to any
Executive Director will be
disclosed in the relevant
Annual Report on
Remuneration.
Having regard to the decrease
in the Company’s share price
since Listing, the Committee
had discretion during the
initial two years of the LTIP to
propose a decrease in the
number of shares that would
otherwise be allocated under
the principles above, subject
to Board approval of the
reduction.
Vesting of the LTIP is
subject to continued
employment during
the performance
period and the
achievement of
performance
conditions.
If an Executive
Director is appointed,
further details will be
disclosed in the
relevant Annual
Report on
Remuneration,
including the
performance targets
attached on any LTIP
awards made, for
each cycle.
Annual review of CEO remuneration
To ensure base salary and
total package remain
appropriate and
competitive, while
not overpaying.
The CEO’s overall remuneration
is subject to annual review by
the Committee.
Not applicable. Not applicable.
Shareholding guideline for Executive Directors
To incentivise Executive
Directors to commit to the
Company, and further to
align their interests with
those of shareholders and
to incentivise them to
maximise value over the
long term.
Executive Directors will be expected
to achieve, within five years of
appointment to the role, a
shareholding in the Company
equivalent to at least 50% of
their current annual salary.
Not applicable. Not applicable.
107Global Ports Holding PLC Annual Report 2023
Financial statements Shareholder informationGovernance reportStrategic report
Notes to the Policy tables
Approach to target-setting and performance measure selection
The Committee considers carefully the selection of performance measures at the start of each performance
cycle, taking into account the Company’s strategic goals, annual priorities and the relevant political and
macroeconomic environment.
Annual bonus measures under the STIP are selected to align with the Company’s annual priorities. Measures may
change from year to year. The rationale for any changes to bonus measures will be disclosed in the relevant Annual
Report on Remuneration.
LTIP performance measures are selected to ensure they align with the Company’s strategy and with long-term
growth in shareholder value. They are intended to help align senior managers’ interests with those of shareholders.
The first LTIP awards granted under the Original Policy were based 50% on 3-year Earnings per Share (EPS)
growth and 50% on 3-year absolute Total Shareholder Return (TSR). During the Previous Reporting Period, the EPS
indicator was substituted in the Policy with adjusted EBITDA (Adjusted EBITDA) – with a view to better reflecting
the work done by senior management. The Adjusted EBITDA indicator is subject to such adjustments as may be
determined by the Committee from time to time and approved by the Board.
Targets are set to be stretching and motivational. Adjusted EBITDA targets are set taking into account multiple
relevant reference points, including internal forecasts, external expectations for the future performance of the
Company, and typical performance ranges for these measures at other companies of comparable size in our sector.
As determined by the Board, shares issued under the LTIP are subject to a dilution limit of up to 3% over 10 years.
Malus and clawback
In respect of the STIP and the LTIP, the Committee has the discretion to reduce an award before vesting or
require an award-holder to pay back shares or a cash amount in the event of serious financial misstatement of the
Company, fraud on the part of the award-holder, any breach of the Company’s Code of Conduct by the award-
holder, excessive risk-taking, actions/decisions/behaviours that lead to serious reputational damage, corporate
failure or in any other similar circumstances deemed appropriate by the Committee. The Committee may seek to
claw back shares for a period of up to two years after an award-holder’s departure from the Group. The malus and
clawback provisions are included in the LTIP terms to which all participating employees have agreed.
Remuneration for the wider workforce
Remuneration for the wider workforce is determined based on principles consistent with those for the remuneration
of senior managers and executives. Annual salary reviews take into account Company performance, local pay and
market conditions to help ensure that reward within the Group remains competitive. Incentive bonus arrangements
are in place for employees below the executive level which are tied to employee performance targets and EBITDA.
Approach to remuneration on recruitment
External appointments
In cases of hiring or appointing an Executive Director from outside the Company, the Committee may make use
of all existing components of remuneration set out in the Policy Table, up to the disclosed maximum opportunities
(where applicable). As set out in the Policy Table on pages 105 and 106, in normal circumstances the sum of
maximum opportunities under the STIP and LTIP is 150% of salary, and in exceptional circumstances, 175% of salary.
When determining the remuneration package for a new Executive Director, the Committee will take into account
all relevant factors, based on the circumstances at that time, to ensure that remuneration arrangements serve the
best interests of the Company and its shareholders. This may include factors such as the experience and skills of the
individual, internal comparisons and relevant market data.
The Committee may also make an award in respect of a new appointment to ‘buy-out’ incentive arrangements
forfeited on leaving a previous employer. Buy-out awards may be over and above the maximum limits on incentive
opportunities set out in the Policy Table on pages 105 and 106. In doing so, the Committee will consider all relevant
factors, including any performance conditions attached to awards, the likelihood of those conditions being met,
and the time over which they would have vested. The intention is that the expected value of any buy-out award
would be no higher than the expected value of the awards foregone, and that the structure will replicate (as far as
reasonably possible) that of the awards forfeited. The Committee may consider it appropriate to structure buy-out
awards differently from the structure described in the Policy Table, exercising its discretion under the LTIP rules
108 Global Ports Holding PLC Annual Report 2023 Global Ports Holding PLC Annual Report 2023
Remuneration Committee report continued
to offer awards in other forms (including market value options, restricted shares, forfeitable shares or phantom
awards) and the discretion available under UKLA Listing Rule 9.4.2R where necessary, to make a one-off award to
an Executive Director in this context.
Internal promotion
Where an Executive Director is appointed by way of internal promotion, the Policy will be consistent with that for
external appointees as detailed above (other than in relation to buy-out awards). Any commitments made prior
to an individual’s promotion will continue to be honoured even if they would not otherwise be consistent with the
Policy prevailing when the commitment is fulfilled, although the Company may, where appropriate, seek to revise
an individual’s existing service contract on promotion to align it with that of the other Executive Directors and good
practice.
Disclosure on the remuneration structure of any new Executive Director, including details of any buy-out awards,
will be disclosed in the market announcement made at the time of appointment and in the Annual Report on
Remuneration for the year in which recruitment occurred.
Non-Executive Directors
In recruiting a new Non-Executive Director, the Remuneration Committee will apply the Policy as set out in the
Policy Table on page 102 in this Report. A base fee in line with the prevailing fee schedule would be payable for
Board membership, with an additional fee payable for all other duties, including serving on one or more of the
Board’s Committees.
Executive Director service contracts
In accordance with general market practice, any Executive Director within the UK will have a rolling service contract
and a notice period of three months. The duration and notice period of service contracts for senior managers and
Executive Directors outside the UK may differ in accordance with applicable law.
Exit payments policy
The Company’s policy on termination payments is to consider the circumstances on a case-by-case basis, taking
into account the relevant contractual terms in the executive’s service contract and the circumstances of termination.
All Executive Directors’ contracts will provide for the payment of a predetermined sum in the event of termination
of employment in certain circumstances (but excluding circumstances where the Company is entitled to dismiss
without compensation), comprising base salary, pension allowance and benefits in respect of the unexpired portion
of the notice period. Termination payments may take the form of payments in lieu of notice. Payments would
normally be made on a phased basis and subject to mitigation.
If the employment is terminated by the Company, the Committee retains the discretion to settle any other amount
the Committee considers reasonable to the Executive Director including in settlement of claims, in respect of legal
fees incurred in connection with the termination, and fees for any outplacement services and relocation costs.
In addition to contractual provisions, the table below summarises how awards under each discretionary incentive
plan are typically treated in specific circumstances, with the final treatment remaining subject to the Committee’s
discretion as provided under the rules of the plan.
Disclosure in relation to any departing Executive Director, including details of any remuneration payment made to
him or her after their employment ceases, will be provided in the relevant year’s Directors’ Remuneration Report.
109Global Ports Holding PLC Annual Report 2023
Financial statements Shareholder informationGovernance reportStrategic report
Reason for cessation Calculation of vesting/payment Timing of vesting/payment
STIP
Injury, ill-health, disability,
death, redundancy,
retirement, or other such
event as the Committee
determines.
The Committee may determine that a bonus is
payable on cessation of employment
(normally pro-rated for the proportion of the
performance year worked). The bonus
payable will be determined based on the
performance of the Company and of the
individual over the relevant period, and the
executive’s loss of office.
At the usual payment date.
All other reasons (including
voluntary resignation).
No bonus will be paid for the financial year. Not applicable.
LTIP
Resignation or dismissal for
cause.
Awards will lapse, unless the Remuneration
Committee determines within 30 days of
cessation of employment to treat the
individual as a ‘good leaver’.
Not applicable.
Death, ill-health or disability. Personal representatives will be entitled to
exercise their LTIP Awards within the
12-month period immediately following their
death or the 10th anniversary of the Date of
Grant (subject to pro-rating).
Within 12 months following death (or the 10th
anniversary of the Date of Grant).
Redundancy, retirement or
injury.
The Committee may determine that an LTIP is
payable for the proportion of the performance
period worked. The LTIP payable will be
determined based on the performance of the
Company and of the individual over the
relevant period, and the executive’s loss of
office.
At the date of the event.
Change of control. Any unvested awards will vest immediately
subject to being pro-rated for time and
subject to any reduction based on the
Committee’s assessment of whether
performance conditions have been satisfied
to the date of the event or are likely to be
satisfied at the end of the performance
period.
At the date of the event.
The treatment of shares subject to deferral or holding periods will be subject to the Remuneration Committee’s
discretion and will take into account the circumstances at the time, with the normal treatment being that the
relevant deferral or holding period continues to apply. In the event of an award-holder’s death, any deferral or
holding period will no longer be applied.
External appointments held by Executive Directors
Executive Directors may only accept external appointments subject to agreement by the Board. Details of any
external appointments and the associated fees received will be included in the Annual Report on Remuneration.
Consideration of wider workforce views
The Committee seeks to promote and maintain good relations with employees as part of its broader employee
engagement strategy. It considers pay practices across the Company and is mindful of the salary increases applying
across the rest of the business in relevant markets when considering any increases to salaries for senior managers.
The Committee does not currently formally consult with employees on its executive Remuneration Policy.
Consideration of shareholder views
The Committee will take into consideration all shareholder views received during the year and at the AGM, as well
as guidance from shareholder representative bodies more broadly, in shaping the Company’s implementation of
its Remuneration Policy, as well as any future changes to the Policy. It is the Committee’s intention to consult with
major shareholders in advance of making any material changes to remuneration arrangements.
110 Global Ports Holding PLC Annual Report 2023 Global Ports Holding PLC Annual Report 2023
ANNUAL REPORT ON REMUNERATION
This section of the Report provides details of how the Policies were implemented during the Reporting Period.
Committee membership and meeting attendance
During the Reporting Period, the Committee was composed of the following two Non-Executive Directors:
• Jérôme Bayle – Committee Chairman (Independent); and
• Ayşegül Bensel – Committee member.
The current vacancy on the Committee will be filled with an Independent Director in accordance with the
Committee’s Terms of Reference.
The Committee met formally three times during the Reporting Period. The table on page 96 shows the number of
meetings that the individual members of the Committee could have attended, and their actual attendance, during
the Reporting Period.
The Remuneration Committee is responsible for assisting the Board in discharging its responsibilities in relation to
remuneration, including making recommendations to the Board on the Company’s policy on executive remuneration
(including setting the over-arching principles, parameters and governance framework of the Remuneration Policy)
and determining the individual remuneration and benefits packages of each of the Executive Chairman and any
Executive Directors.
Reports from the Chairman of the Committee on its activities and recommendations were included in the regular
committee reports presented at meetings of the Board.
Advisers
The Committee has appointed Mercer as independent remuneration adviser, and they report to the Committee
Chairman. Mercer is a member of the UK Remuneration Consultants Group and operates voluntarily under the Code
of Conduct in relation to executive remuneration consulting.
Mercer does not have any other connection with the Company and is considered to be independent by the
Committee. Fees paid to Mercer are determined on a time and materials basis and totalled GBP 9,605 (excluding
expenses and VAT) during the Reporting Period in their capacity as advisers to the Committee. Primary support
provided during the Reporting Period related to a review of the Committee’s 2022 annual report.
Former CEO remuneration
In compliance with reporting requirements under the 2019 Regulations, this Annual Remuneration Report contains
disclosure regarding the remuneration of the Company’s former CEO Emre Sayın even though he was not a Board
member during the Reporting Period or preceding financial reporting periods. Mr. Sayın stepped down and left the
Group effective May 2022.
Mr. Sayın’s remuneration was determined mainly in accordance with the Policy’s sub-policy for future Executive
Directors. In accordance with the Policy as set out on pages 108 and 109, the Committee considered the particular
circumstances of Mr. Sayın’s departure having regard to his salary and other terms of employment, and it was
determined that his remuneration should include a lump sum termination payment of USD 393,000 and pro-rated
base salary and benefits as detailed in the ‘Single total figure of remuneration for former CEO’ table and notes
below. Also in accordance with the Policy as set out on page 109, his RSU awards under the LTIP lapsed and he was
not entitled to any annual bonus under the STIP.
Mr. Sayın was employed by Global Liman pursuant to terms of employment approved by the Committee which
were in effect from 1 November 2018. In accordance with Turkish law, he was employed for an indefinite term
with provision for termination by either party. Mr. Sayın’s terms of employment are available for inspection at the
Company’s registered office during normal business hours.
Remuneration Committee report continued
111Global Ports Holding PLC Annual Report 2023
Financial statements Shareholder informationGovernance reportStrategic report
Single total figure of remuneration for former CEO (audited)
The table below sets out a single figure for the total remuneration earned by Mr. Sayın for the Reporting Period and
the Previous Reporting Period.
Single figure table (USD ’000)
1
Total
remuneration
for Reporting
Period
Total
remuneration
for Previous
Reporting
Period
Salary 31
2
228
Benefits
3
4 33
Pension
4
0 13
Other 397.4
6
26
5
Total fixed remuneration 432.4 301
Annual Bonus
7
0 0
Long-term incentives 0 62
8
Total variable remuneration 0 62
Total 432.4 363
Notes:
1 Mr. Sayın resided in Türkiye and was paid in Turkish Lira in accordance with Turkish law.
2 Mr. Sayin departed in May 2022 and his salary was prorated on a net basis to cover two months of the Reporting Period.
3 Benefits were based upon market rates and included a car allowance, exclusive use of a driver and health insurance.
4 Mandatory pension contributions were made on Mr. Sayın’s behalf in accordance with Turkish law.
5 Additional fees from a subsidiary of the Company of USD 26,918.40 during the Previous Reporting Period.
6 Consists of lump sum termination payment of USD 393,000 and additional fees from a subsidiary of the Company of USD 4,346.80 (EUR 4,000
converted at 1 EUR = USD 1.0867 on 31 March 2023).
7 No STIP was paid to (or accrued for) any employees during the Reporting Period or the Previous Reporting Period as eligibility criteria (performance
targets and outcomes) were not met.
8 An allocation of 100,000 RSUs was made to Mr. Sayın for 2021, and value is based upon a share price of GBP 1.28 per share on 1 January 2022.
The vesting period under the Policy is three years, however Mr. Sayın’s RSUs lapsed as a result of him stepping down as CEO and leaving the Group
in May 2022.
Annual bonus (STIP)
No STIP was paid to (or accrued for) Mr. Sayın or other employees during the Reporting Period or the Previous
Reporting Period as eligibility criteria (performance targets and outcomes) were not met.
Annual % change in remuneration compared with employee remuneration
As Mr. Sayın stepped down as CEO and left the Group in May 2022, the Committee felt it to be appropriate to
exclude his annual percentage change in remuneration from this Report. Comparable information for the Executive
Chairman-CEO and the Non-Executive Directors is disclosed on page 113.
LTIP awards
RSU awards made to Mr. Sayın under the LTIP prior to the Reporting Period were disclosed in the 2022 Annual
Report. Mr. Sayın stepped down as CEO and left the Group in May 2022, at which time no further RSUs had been
allocated to him. All of the RSUs allocated to Mr. Sayın lapsed as a result of his departure.
Shareholding
As disclosed in the 2022 Annual Report, Mr. Sayın owned no shares in the Company as at 31 March 2022 or 31 March
2021. Mr. Sayın stepped down as CEO and left the Group in May 2022, and the Committee is not aware of any
change in his shareholding in the Company as previously disclosed.
Board member remuneration
Single total figure of remuneration for Executive Chairman-CEO and Non-Executive Directors (audited)
The table below sets out a single figure for the total individual remuneration earned by the Board members
(being the Executive Chairman-CEO and the Non-Executive Directors) for the Reporting Period and the Previous
Reporting Period. None of the Board members is entitled to participate in the LTIP or the STIP or otherwise to
receive share options or retirement benefits from the Company, and accordingly, the Board members receive no
variable remuneration.
112 Global Ports Holding PLC Annual Report 2023 Global Ports Holding PLC Annual Report 2023
Remuneration Committee report continued
There was no change to the amount of fees for Board membership during the Reporting Period as set out in the
notes to the table below. However, in accordance with the Articles, the Board resolved during the period to award
additional remuneration to Executive Chairman-CEO Mehmet Kutman and to Non-Executive Director Ayşegül
Bensel. The basis for, and amount of, such remuneration is set out below.
Mehmet Kutman: Mr. Kutman’s fee as Executive Chairman was previously increased, with effect from 1 February
2019, from USD 200,000 per annum to USD 420,000 per annum, equivalent to 3.5 times the basic the Non-
Executive Director fees. The increase expressly recognised Mr. Kutman’s extensive executive involvement in
business development for the Group, principally new port acquisition and development projects, and the significant
time commitment related thereto. Nevertheless, Mr. Kutman was not responsible for the day-to-day business
operations of the Group, which were under the management of the former CEO. In determining the amount of
the fee increase, the Committee had regard to the growth of the Group and to the results of independent external
market benchmarking – approving a mid-range increase.
As set out in the 2022 ARR, Mr. Kutman’s remuneration was reviewed again following his appointment as CEO
effective May 2023. Upon recommendation of the Independent Director, the Board agreed that Mr. Kutman’s
remuneration should include a CEO component of USD 830,000 per annum in addition to his existing fee as
Executive Chairman. The additional amount was determined having regard to Mr. Kutman’s extensive executive
experience, the previous mid-range increase to his fee as Executive Chairman, the significant additional duties,
responsibilities and time commitment that the position of CEO entails, and the fact that, unlike the former CEO,
Mr. Kutman has no entitlement to STIP or LTIP rewards or to other benefits provided for under the sub-policy for
senior management and Executive Directors. Pursuant to the CEO Agreement, Mehmet Kutman is entitled to receive
the CEO component commencing 1 May 2022 for an initial term of five years.
Mrs. Bensel: Mrs. Bensel has extensive experience in construction management within the GIH group and, at the
request of the Board, she has provided over an extended period of time, and continues to provide, construction
management consultancy services in respect of most major port investment projects undertaken by the Group.
Upon recommendation of the Independent Director, the Board agreed that Mrs. Bensel’s remuneration should
include an additional payment of USD 380,000 per annum in addition to her basic fees of USD 120,000 as a
Non-Executive Director. The amount was determined having regard to Mrs. Bensel’s extensive experience and the
significant additional time and travel commitments related to the consultancy services that she provides.
With their agreement, all remuneration payable to the Board members continued to be deferred during and since
the Reporting Period in order to prioritise the full restoration of pre-pandemic remuneration for Group employees.
Accordingly, at the date of this Report, no remuneration has been paid by the Company to the current Board
members since 1 March 2020.
Director
Total remuneration for
Reporting Period
1
Total remuneration for
Previous Reporting
Period
1
Mehmet Kutman (Executive Chairman-CEO) USD 1,228,873.80
2
USD 561,507.05
3
Ayşegül Bensel USD 511,373.77
4
USD 211,479.84
5
Jérôme Bayle USD 120,000
6
USD 120,000
6
Ercan Ergül USD 120,000
7
USD 120,861.63
7
Notes:
1 Reflects the gross amount of cash remuneration from the Company and subsidiaries of the Company from 1 April 2022 to 31 March 2023 and 1 April
2021 to 31 March 2022, respectively. Amounts (excluding subsidiary fees) from 1 March 2020 to 31 March 2023 were accrued but not paid during the
Reporting Period.
2 Comprises: (i) Executive Chairman fee per annum set at USD 420,000 (USD 35,000 gross per month); (ii) CEO component of USD 760,833.40 (USD
830,000 per annum pro-rated for the period from 1 May 2022 to 31 March 2023); and (iii) additional fees from subsidiaries of the Company of USD
13,040.40 (EUR 12,000 converted at 1 EUR = USD 1.0867 on 31 March 2023) and USD 35,000 (accrued but unpaid).
3 Comprises: (i) Executive Chairman fee per annum set at USD 420,000 (USD 35,000 gross per month); and (ii) the additional fee from subsidiaries of
the Company of USD 141,507.05.
4 Comprises: (i) Non-Executive Director fee per annum set at USD 120,000 (USD 10,000 gross per month); (ii) additional remuneration for special
consultancy services of USD 348,333.37 (USD 380,000 per annum pro-rated for the period from 1 May 2022 to 31 March 2023); and (iii) additional
fees from subsidiaries of the Company of USD 13,040.40 (EUR 12,000 converted at 1 EUR = USD 1.0867 on 31 March 2023) and USD 30,000.
5 Comprises: (i) Non-Executive Director fee per annum set at USD 120,000 (USD 10,000 gross per month); and (ii) the additional fee from subsidiaries
of the Company of USD 91,479.84.
6 Comprises: Non-Executive Director fee per annum set at USD 120,000 (USD 10,000 gross per month).
7 Comprises: (i) Non-Executive Director fee per annum set at USD 120,000 (USD 10,000 gross per month); and (ii) the additional fee from a subsidiary
of the Company of USD 861.63 for the Previous Reporting Period.
113Global Ports Holding PLC Annual Report 2023
Financial statements Shareholder informationGovernance reportStrategic report
Annual % change in remuneration of the Executive Chairman and the Non-Executive Directors compared with
employee remuneration
The table below sets out the annual change in base fees of the Executive Chairman and each Non-Executive Director
between 2022 and 2023, 2021 and 2022, 2020 and 2021 and 2019 and 2020 compared with the average annual
change in base salary of the Company’s employees, calculated on a full-time equivalent (FTE) basis, during the
same periods.
Except as set out in the notes to the table below, there was no change to Board member or employee remuneration
between 31 December 2022 and 31 March 2023.
Annual % change in base salary
1,2
2022-23 2021-22 2020-21 2019-20
Mehmet Kutman 0
5
0 0 0
4
Ayşegül Bensel 0
6
0 0 0
Jérôme Bayle 0 0 0 0
Ercan Ergül 0 0 0 0
Company employees (average per FTE)
3
9.6% 20.55 10.41 5.22
Notes:
1 For each calendar year; amounts earned from the Company only.
2 Directors do not receive annual bonus or taxable benefits, and accordingly, the corresponding columns have been omitted from the table.
3 Average employee remuneration has been calculated by reference to the mean of employee pay except as noted herein. In order to normalize the
impact of deferred 2020 salary payments, the figure for 2022-23 has been calculated by dividing total salaries paid by the Group in the year by average
personnel in the year.
4 Effective 1 February 2019, in addition to his base fee as Chairman of USD 200,000 – which did not change, Mr. Kutman’s remuneration was increased
to compensate him for his extensive executive involvement in business development for the Group. Accordingly, his total remuneration increased from
USD 200,000 to USD 420,000 per annum (3.5 times the standard USD fee paid to Non-Executive Directors); the increase was pro-rated for 11 months
of 2019.
5 Effective 1 May 2022, Mr. Kutman’s remuneration was adjusted to include additional pay for CEO responsibilities of USD 830,000 per annum; the
increase was pro-rated for 11 months of 2022.
6 Effective 1 May 2022, in addition to her base fees as Non-Executive Director of USD 120,000 – which did not change, Mrs. Bensel’s remuneration was
adjusted to include additional pay for special consultancy services of USD 380,000 per annum; the increase was pro-rated for 11 months of 2022.
Directors’ shareholdings (audited)
The Directors did not own any shares in the Company as at 31 March 2023 as set out in the table below. Accordingly,
there was no change from 31 March 2022.
Shares Options
Director
Owned outright
or vested
Unvested and
not subject to
performance
Unvested and
subject to
performance
Vested but not
exercised
Unvested and
not subject to
performance
Mehmet Kutman nil – – – –
Ayşegül Bensel nil – – – –
Jérôme Bayle nil – – – –
Ercan Nuri Ergül nil – – – –
No shares were acquired by the Directors between 31 March 2023 and 30 June 2023, being the latest practicable
date prior to publication of this Report. As at 31 March 2023, the Executive Chairman-CEO Mehmet Kutman owned
indirectly through GIH approximately 21.4% of the Company. As at 27 June 2023, being the latest practicable date
prior to the publication of this Report, Mr. Kutman’s indirect ownership through GIH remained approximately 21.4%
of the Company.
Relative importance of spend on pay
In light of the unprecedented level of disruption to global trade and the cruise industry created by the Covid-19
pandemic, the Board decided that it was prudent and in the best interests of all of the Company’s stakeholders to
suspend full-year dividends. Accordingly, shareholders were not asked to declare a final dividend at the AGMs in
2020, 2021 or 2022.
The Board has continued to monitor the situation and, pending the further recovery of Group business in the wake
of the pandemic, determined not to declare any interim dividend prior to the Reporting Period-end. Accordingly,
total dividend paid during the Reporting Period was nil.
114 Global Ports Holding PLC Annual Report 2023 Global Ports Holding PLC Annual Report 2023
There were no other dividends paid or share buybacks implemented or other significant distributions, payments
or other uses of profit or cashflow during the Reporting Period which the Directors consider relevant in assisting
an understanding of the relative importance of spend on pay. Total staff costs – disclosed in Note 9 to the financial
statements – were USD 18.6 million for the Reporting Period.
Distributions to shareholders
(USD ’000)
Total employee pay
(USD ’000)
Previous Reporting Period 0 14,885
Reporting Period 0 18,577
Payments for loss of office (audited)
No payments for loss of office were made during the Reporting Period, other than as set out under ‘Former CEO
remuneration’ on pages 110 and 111.
Payments to past Directors (audited)
No payments were made to past Board members during the Reporting Period. As set out under ‘Former CEO
remuneration’ on pages 110 and 111, former CEO Emre Sayın received remuneration including a lump sum
termination payment of USD 393,000 upon his departure from the Group in May 2022.
TSR performance (unaudited)
Although the Committee does not consider that there is an ideal TSR comparator for the Company, the FTSE
SmallCap Index is considered to be the best comparator group. The following chart shows the Company’s TSR
relative to the FTSE SmallCap Index from Admission to 31 March 2023.
Historical TSR performance (GBP)
Growth in the value of a hypothetical GBP 100 holding from Admission to 31 March 2023.
TSR captures the change in the value of a shareholding, assuming that dividends are reinvested on the ex-dividend
date – special cash dividends are excluded.
UK reporting regulations require the disclosure of a CEO 10 year single figure total remuneration table. However,
due to the former CEO stepping down in May 2022 and the unique remuneration structure of the Executive
Chairman-CEO, who assumed additional duties as CEO and whose remuneration is not determined in accordance
with the Executive Director Remuneration sub-policy, the Committee felt that it would not provide a robust
comparison with the remuneration arrangements of the former CEO. On this basis, it was considered unnecessary
to include such a comparison.
0
20
40
60
80
100
140
160
120
17 May 2017 31 Mar 2023
Value of GBP 100 invested on 17 May 2017
Global Ports Holding PLC FTSE SmallCap Index
Source: Refinitiv
Remuneration Committee report continued
115Global Ports Holding PLC Annual Report 2023
Financial statements Shareholder informationGovernance reportStrategic report
Implementation of the Executive Chairman Remuneration Policy for 2023-24
At the date of this Report, the Committee has not recommended any change to the Executive Chairman’s Board
membership fee or the pay for additional CEO responsibilities for the financial year ending 31 March 2024.
On that basis, the Executive Chairman fee will remain at USD 420,000 per annum plus additional pay for CEO
responsibilities of USD 830,000 per annum.
Role
Fee
(USD ’000)
Executive Chairman 420
Additional pay for CEO responsibilities paid to the Executive Chairman 830
Implementation of the Non-Executive Director Remuneration Policy for 2023-24
At the date of this Report, the Board has not recommended any change to Non-Executive Directors’ Board
membership fees for the financial year ending 31 March 2024. On that basis, the fees payable to the Non-Executive
Directors will be as follows:
Role
Board fees
1
(USD ‘000)
Non-Executive Director
Basic fee 90
Additional fee 30
Note:
1 Pursuant to the Restated Appointment Letter, Ayşegül Bensel will also be entitled to receive, in addition to her Board membership fees, additional
remuneration in the amount of USD 380,000 per annum for special services provided at the request of the Board.
Implementation of the senior management and Executive Director Remuneration Policy for 2023–24
This sub-policy will apply to any new Executive Director who may join the Company during the term of the Policy.
This Directors’ Remuneration Report has been approved by the Board and signed on its behalf by:
Jérôme Bernard Jean Auguste Bayle
Chairman of the Remuneration Committee
11 July 2023
116 Global Ports Holding PLC Annual Report 2023 Global Ports Holding PLC Annual Report 2023
Directors’ report
The Directors, being the Directors of Global Ports Holding PLC (registered in England and Wales with Company
Number 10629250), present their Report and Accounts for the Reporting Period, including the audited consolidated
financial statements of the Company and Group for the Reporting Period (the financial statements). These will be
laid before the shareholders at the Company’s 2023 Annual General Meeting scheduled to be held on Thursday,
31 August 2023.
Registered office
Effective 13 June 2023, the Company’s registered office is at 3rd Floor, 35 Albemarle Street, London W1S 4JD,
which it is occupying under a five-year lease. The Company was required to vacate its previous registered office
premises at 34 Brook Street, London due to construction works being undertaken by the landlord. Full details of the
Company’s offices and its auditor and advisers are given at the end of this Report.
Accounting period
The Reporting Period (or Period) is the 12-month period from 1 April 2022 to 31 March 2023. The Previous Reporting
Period refers to the 12-month reporting period from 1 April 2021 to 31 March 2022.
Results and dividends
The Group made a loss after tax of USD 10.5 million for the Reporting Period, compared with a loss after tax of USD
44.5 million for the Previous Reporting Period.
Having regard to the financial situation of the Group, shareholders were not asked to declare a final dividend at the
AGMs in 2020, 2021 or 2022, and no dividends have subsequently been declared or approved by the Board. The
Board continues to monitor the Group’s financial position, however shareholders will not be asked to declare a final
dividend for the Reporting Period at the 2023 AGM.
The timing and amount of any future dividend payments will depend on the Group’s existing and future financial
condition, results of operations, capital requirements, liquidity needs and other matters that it may consider relevant
from time to time. These may include, without limitation, the ability of subsidiaries to distribute dividends, the
Group’s capital needs, financial performance and prevailing equity market conditions.
Subsequent events that have occurred after the balance sheet date (as at 31 March 2023) are included in Notes 36
and 50 to the financial statements.
Going concern
The Directors are required to consider the liquidity position of the Group for a period of not less than 12 months
from the date of signing the 31 March 2023 consolidated financial statements.
At that date, the Group had cash and cash equivalents of USD 118.2 million and net assets of USD 35.3 million.
The Directors have considered a detailed going concern analysis for a period of not less than 12 months from
the date of signing the 2023 Annual Report, which shows sufficient liquidity and compliance with relevant debt
covenants, taking into account risks and uncertainties regarding future trading. In doing so, the Directors had
regard to the positive Group and industry recovery from the pandemic, the Group’s continuing active management
of its short- and long term financial viability, and other circumstances. See page 87 in the Audit and Risk
Committee’s report.
The UK left the EU (‘Brexit’) on 31 January 2020. The EU-UK Trade and Cooperation Agreement, a free trade
agreement governing the relationship between the EU and the UK after Brexit, was signed on 30 December 2020
and formally entered into force on 1 May 2021. The Directors have considered the implications of Brexit for the
Company and the Group, having regard in particular to the ports that are located and operated by subsidiaries in EU
countries. Although the full impact of Brexit may not be known for some time, the Directors do not consider that its
implementation has had any materially adverse impact on the operations of the Company or the Group to date.
DIRECTORS’
REPORT
117Global Ports Holding PLC Annual Report 2023
Financial statements Shareholder informationGovernance reportStrategic report
As set out on pages 87 and 88 in its report, the Audit and Risk Committee has closely considered senior
management’s financial reports. Having regard to the Audit and Risk Committee report and to the considerations
set out above, the Directors have, at the time of approving the financial statements, a reasonable expectation that
the Company and the Group have adequate resources to continue in operational existence for the foreseeable
future. They, therefore, continue to adopt the going concern basis of accounting in preparing the consolidated
financial statements.
Strategic report and Management report
Details of the Group’s strategy and business model during the Period, and the information that fulfils the
requirements of the Strategic report, can be found on pages 2 to 69 of this document, which is deemed to form
part of this Directors’ report by reference. Without limitation, actions of the Directors during the Reporting Period
to engage with Group employees and with its suppliers, customers and others with whom it maintains business
relationships are set out on pages 67 to 69 of this document.
This Directors’ report, together with the Strategic report referred to above, form the Management report for the
purposes of DTR 4.1.5 R.
Change of control
Under the Financing, the loan agreement and other agreements contain customary financial and non-financial
covenants and change of control clauses regarding maintaining ownership of the Company and ownership at GIH
above a certain threshold. Change of control is also one of the events following the occurrence of which Warrants
issued in connection with the Financing will become exercisable. Any unvested awards under the LTIP (the
Company’s share-based long-term incentive plan) also will vest immediately on a change of control as set out
on page 109 in the Remuneration Committee report (Remuneration report).
The Company is not otherwise party to any significant agreements that take effect, alter or terminate in the event of
a change of control of the Company. In addition, there are no agreements with the Company and its employees or
Directors for compensation for loss of office or employment that occurs because of a takeover bid.
Corporate governance
The Company’s Corporate Governance report (Governance report) is set out on pages 70 to 85 of this document
and is deemed to form part of this Directors’ report by reference.
As set out on page 73 of the Governance report, the Company is not required to adopt the ‘comply or explain’
regime of the UK Corporate Governance Code. However, the matters set out in Section 172 of the Companies Act
2006 are integral to the Board’s decision-making, and engagement with the Company’s varied stakeholders is
considered vital to the Group’s success, as set out on page 73 of the Governance report and pages 56 to 59 of
the Strategic report.
Directors
The names and biographical details of Directors who served on the Board throughout the Reporting Period
(and continue to do so at the date of this Directors’ report) are given in the Board of Directors section on pages
74 and 75 in the Governance report. There were no retirements or other departures from the Board during the
Reporting Period.
None of the Directors has any direct ownership of ordinary shares of the Company (ordinary shares). The beneficial
interest of the Executive Chairman-CEO in ordinary shares is set out on page 85 in the Governance report and
page 113 in the Remuneration report.
Under the current Remuneration Policy, the Executive Chairman-CEO and the current Directors are not eligible
to join the Company’s incentive cash or share schemes or to participate in any of the Company’s other benefit
arrangements. Accordingly, there are no outstanding awards over ordinary shares in favour of the Directors (or any
members of their families).
None of the Directors has a material interest in any contract with the Company or any of its subsidiary undertakings.
118 Global Ports Holding PLC Annual Report 2023 Global Ports Holding PLC Annual Report 2023
Share capital
The issued share capital of the Company is shown in Notes 21a) and 45 to the financial statements. As at 7 July
2023, there are 62,826,963 ordinary shares of one pence (GBP 0.01) each which have been issued, are fully paid up
and are quoted on the London Stock Exchange. Ordinary shares entitle holders: (i) to one vote on a show of hands
and one vote per share on a poll; (ii) to share in dividends according to the amount paid up on shares held; and (iii)
to rights under general law to participate in any surplus assets on winding up in proportion to their shareholding.
Ordinary shares are not redeemable other than pursuant to Chapter 5 of Part 18 of the Companies Act 2006.
At the date of this Annual Report, the Company has also issued, on a non-pre-emptive basis in connection with the
Financing, Warrants to subscribe for 7,752,134 ordinary shares. Additional Warrants will be issued pro rata to any
further utilisation of Facility B under the Financing, as and when it occurs, and upon the occurrence of specified
adjustment events.
There are no special control rights in relation to the Company’s shares and the Company is not aware of any
agreements between holders of securities that may result in restrictions on the transfer of securities or on
voting rights.
Major interests in share capital
Notifications of shareholdings of 3% and over received by the Company up to the Reporting Period-end are set out
on page 84 in the Governance report.
Political donations
No political donations were made, and no political expenditure was incurred, during the Reporting Period.
Employee involvement and consultation
The Company places considerable value on the involvement of Group employees in the business; it regards regular
communication and consultation as essential for motivating people and developing a culture of learning and
initiative within the organisation. The Company endeavours to inform and obtain feedback from employees on a
continuing basis, through formal and informal meetings and other internal communication channels. This dialogue
relates to matters that directly affect them as employees, as well as considerations concerning the performance of
the Company more widely. The Board has also resolved that the Directors should meet annually with port managers
and other senior managers to obtain their feedback on the Group’s organisational structure, the Company’s
approach to remuneration and other matters. Those meetings were postponed during and in the immediate
aftermath of the Covid-19 pandemic, but are resuming.
A comprehensive Whistleblowing Policy also was adopted during the Previous Reporting Period, with a view to
facilitating and encouraging reports of wrongdoing and protecting whistle blowers, while ensuring that allegations
are properly substantiated.
Incentive plans
In accordance with the Remuneration Policy approved by its shareholders, the Company has implemented the STIP
and the LTIP for Group employees and senior management, in order to more closely align employee targets and
company strategy in the short- and long-term, thereby increasing shareholder value. Details of the STIP and LTIP
are set out on pages 105 to 109 in the Remuneration report.
Discrimination and disability
The Board and executive management strive to ensure that employees are protected from discrimination within
the Group. All decisions regarding employment processes, including recruitment, promotions, transfers, training,
dismissal and working conditions, are based on consistent selection criteria. Employees or staff authorised to make
such decisions are expected to act without prejudice or bias regarding employee disabilities. The Board regards it
as essential that evaluating and assessing employees on their knowledge and skills is made on the basis of objective,
rather than subjective, criteria. In the event of an employee becoming disabled, every effort is made to ensure that
their employment with the Group continues in a capacity that accommodates their needs.
Directors’ report continued
119Global Ports Holding PLC Annual Report 2023
Financial statements Shareholder informationGovernance reportStrategic report
Modern Slavery and Human Trafficking statement
The Directors, on behalf of the Group as a whole, recognise and condemn slavery, servitude, forced labour and
human trafficking (modern slavery) as abhorrent infringements of human rights. Since February 2018, a Modern
Slavery and Human Trafficking Statement has been in place that sets out the Company’s commitment to preventing
modern slavery in the Group’s business and supply chains, and the steps taken towards that end. The Statement,
which has been updated and approved by the Board in respect of the Reporting Period, can be found on our
website at www.globalportsholding.com under Investors – Governance – Policies – Modern Slavery Statement.
Data protection
The Company has a comprehensive Data Protection Policy, that entrenches the Group’s commitment to local,
international and cross-border compliance with data protection laws and regulations, including, but not limited to,
the General Data Protection Regulation 2016/679 and the Turkish Personal Data Protection Law no. 6698.
Environmental responsibility
The Company is committed to responsible business and works towards embedding sustainability into the core of its
business strategy. The Company is aware of the environmental risks inherent within the business and is committed
to managing and reducing the environmental footprint caused by its activities.
Natural resources, water and energy consumption, emissions, dredging and impacts on marine ecosystems due
to noise and vibration are the Company’s material sustainability issues. The Company has adopted a proactive
environmental strategy for environmental risks, including air and water pollution, risks arising from the handling
of hazardous waste and effluents, and natural disasters. The Company responds to these impacts and risks in a
systematic and proactive manner in line with its environmental management systems.
The Company conducts business in line with laws and regulations where the Group operates, international
environmental standards and the Company’s Environmental Policy and HSE Manual.
The HSE Manual is very closely aligned to ISO standards and, where possible and practical, the Group seeks to
achieve relevant ISO certifications for its ports. EcoPorts has been adopted as a further guiding factor on the
ports’ environmental management, and the Group also focuses on facilitating, where possible, the cruise industry’s
environmental targets. Detailed information about the Group’s environmental initiatives is set out on pages 62 to 66
in the Strategic report.
A number of the Company’s ports are certified to the ISO 14001 Environmental Management System and/or have
GreenPort or EcoPorts certifications.
As a first step towards heightening its focus on sustainability, the Company has appointed independent
sustainability consultants and created a sustainability working group from across the organisation with a mandate
to undertake an informed climate risk assessment. The sustainability working group will also work with internal
stakeholders to integrate climate-related reporting and risks into management and Board decision-making,
including the risk register. Management is also mindful of the need to implement TCFD requirements by next year’s
Annual Report. See page 18 in the Risk report.
Greenhouse gas (GHG) emissions
The Company is aware of the risks that climate change poses to its operations and regards contributing to global
efforts to tackle climate change as being among its primary environmental responsibilities. To reduce its impact on
climate change, the Company tracks its energy consumption and GHG emissions, invests in energy efficiency and
renewable energy sources, deploys low, or zero, emission vehicles and raises awareness among its employees and
other stakeholders.
The Company is required to disclose GHG emissions information pursuant to the Companies Act 2006 (Strategic
report and Directors’ report) Regulations 2013. An independent external consulting company has performed
calculations on the GHG emissions data covering both Scope 1 and Scope 2 emissions. These calculations adhere to
the GHG Protocol control approach and utilize emission factors from IPCC 2006 emission factors, AR5 GWP values,
Ecoinvent v3, IRENA manual and local fuel data sources whenever available. The electricity-related emission factor
data obtained from Ecoinvent v3 was calculated for GWP100 for IPCC 2021 method.
120 Global Ports Holding PLC Annual Report 2023 Global Ports Holding PLC Annual Report 2023
As stated in the table below, during the Reporting Period (1 April 2022 to 31 March 2023), the Group’s Scope 1 and
2 emissions location-based totalled 6,019.6 tonnes CO
2
e, compared with 7,877.0 tonnes CO
2
e, 3,860.9 tonnes CO
2
e,
5,386.8 tonnes CO
2
e and 4,555.5 tonnes CO
2
e during the 2019 and 2020 calendar years, the transitional reporting
period between 1 January 2020 and 31 March 2021, and the Previous Reporting Period, respectively.
In tonnes CO
2
e
2019 2020
Previous
Reporting
Period
(1 January
2020 –
31 March 2021)
Previous
Reporting
Period
Reporting
Period
Scope 1 2,514.2 1,318.2 2,185.6 1,756.6 1,054.3
Scope 2
Location-based 5,362.8 2,542.6 3,201.2 2,798.9 4,965.3
Scope 1 and 2 total
Location-based 7,877.0 3,860.9 5,386.8 4,555.5 6,019.6
Carbon intensity
Per full-time equivalent employee 12.32 9.49 13.27 8.55 10.69
Per sqm facility area 0.0085 0.0168 0.0234 0.0045 0.0192
Notes:
1 Market specific EF data, in compliance with the GHG Scope 2 Guideline, is not available. Market-based emissions are reported as the same
as location-based emissions. Ecoinvent v3, IRENA manual and local fuel data sources have been used for calculations.
2 Organisational boundary has been set according to the operational boundary approach. All of the Company’s ports are fully covered, except
for Lisbon (in respect of which 50% of emissions are covered), Singapore, Venice and Ha Long.
Financial risk management
The financial risk management objectives and policies of the Company are detailed in Note 35 to the financial
statements and in the Risk Management Framework on pages 30 to 39 of this document.
Acquisition of own shares
There were no acquisitions by the Company of its own shares during the Reporting Period.
Articles of Association
Unless expressly specified to the contrary therein, the Articles may be amended by a special resolution of the
Company’s shareholders.
Appointment and replacement of Directors
The Articles provide that Directors can be appointed by the Company by ordinary resolution or by the Board. The
Nomination Committee makes recommendations to the Board on the appointment and replacement of Directors.
Further details of the rules governing the appointment and replacement of Directors are set out on page 79 in the
Governance report, page 94 in the Nomination Committee report and in the Articles.
Directors’ indemnity and insurance
Details of the Directors’ indemnity and insurance from the Company are set out on page 80 in the
Governance report.
Powers of the Directors
Subject to the Articles, UK legislation and any directions given by special resolution, the business and affairs of
the Company are managed by the Board, which may exercise all the powers of the Company whether relating to
the management of the business or not. The Directors currently have powers both in relation to the issuing and
buying back of the Company’s shares and will seek renewal of these powers, as updated in accordance with investor
association guidelines, at the 2023 AGM.
Directors’ report continued
121Global Ports Holding PLC Annual Report 2023
Financial statements Shareholder informationGovernance reportStrategic report
Disclosure of information to auditors
The Directors who held office at the date of approval of this Directors’ report confirm that, so far as they are each
aware, there is no relevant audit information of which the Company’s auditor is unaware; and each Director has
taken all the steps that he/she ought to have taken as a Director to make himself/herself aware of any relevant audit
information, and to establish that the Company’s auditor is aware of that information.
This confirmation is given and should be interpreted in accordance with the provisions of Section 418 of the
Companies Act 2006.
A resolution to reappoint PKF Littlejohn LLP will be proposed at the 2023 AGM in accordance with Section 489 of
the Companies Act 2006.
2023 AGM
The 2023 AGM is scheduled to be held at the Company’s registered office at 3rd Floor, 35 Albemarle Street, London
W1S 4JD on Thursday, 31 August 2023 at 11.00am BST.
The resolutions to be proposed at the 2023 AGM are set out and fully explained in the circular containing the AGM
Notice (AGM Notice Circular) which will be posted, together with the proxy form for the 2023 AGM and this Annual
Report, on our website at www.globalportsholding.com under Investors – News & Events – General Meetings. These
will be made available to shareholders electronically or, if they have expressed a preference otherwise, sent to them
in hard copy.
As at the date of this Annual Report, the Board intends that the 2023 AGM will be open to shareholders and their
appointed proxies who choose to attend it in person. However, should it become necessary or appropriate for any
reason to postpone, to move and/or to make alternative arrangements for holding the 2023 AGM, shareholders will
be given as much notice as possible and further information will be made available at www.globalportsholding.com.
Shareholders are reminded that proxy voting is available for the 2023 AGM and are encouraged to complete and
return proxy forms as early as possible. Further details will be set out in the AGM Notice Circular.
Recommendation
The Board considers that all of the resolutions to be considered at the 2023 AGM are in the best interests of the
Company and its shareholders as a whole, and unanimously recommends that you vote in favour of all of the
proposed resolutions, as the Directors intend to do in relation to their own beneficial shareholdings.
By order of the Board,
Ercan Nuri Ergül
Director
11 July 2023
122 Global Ports Holding PLC Annual Report 2023
Statement of Directors’ responsibilities
Statement of Directors’ responsibilities in respect of the Annual Report and the financial statements
The Directors are responsible for preparing the Annual Report and the Group and Parent Company financial
statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare Group and Parent Company financial statements for each financial
year. Under that law, they are required to prepare the Group financial statements in accordance with UK-adopted
international accounting standards and applicable law and have elected to prepare the Parent Company financial
statements in accordance with UK accounting standards, including FRS 102 The Financial Reporting Standard
applicable in the UK and Republic of Ireland.
Under company law, the Directors must not approve the financial statements unless they are satisfied that they
give a true and fair view of the state of affairs of the Group and Parent Company and of their profit or loss for that
period. In preparing each of the Group and Parent Company financial statements, the Directors are required to:
• select suitable accounting policies and then apply them consistently;
• make judgements and estimates that are reasonable, relevant, reliable and prudent;
• for the Group financial statements, state whether they have been prepared in accordance with UK-adopted
international accounting standards;
• for the Parent Company financial statements, state whether applicable UK accounting standards have been
followed, subject to any material departures disclosed and explained in the Parent Company financial statements;
• assess the Group and Parent Company’s ability to continue as a going concern, disclosing, as applicable, matters
related to going concern; and
• use the going concern basis of accounting unless they either intend to liquidate the Group or the Parent Company
or to cease operations, or have no realistic alternative but to do so.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain
the Parent Company’s transactions and disclose with reasonable accuracy at any time the financial position of the
Parent Company and enable them to ensure that its financial statements comply with the Companies Act 2006.
They are responsible for such internal control as they determine is necessary to enable the preparation of financial
statements that are free from material misstatement, whether due to fraud or error, and have general responsibility
for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and
detect fraud and other irregularities.
Under applicable law and regulations, the Directors are also responsible for preparing a Strategic Report, Directors’
Report, Directors’ Remuneration Report and Corporate Governance Statement that complies with that law and
those regulations.
The Directors are responsible for the maintenance and integrity of the corporate and financial information
included on the Company’s website. Legislation in the UK governing the preparation and dissemination of financial
statements may differ from legislation in other jurisdictions.
Responsibility statement of the Directors in respect of the annual financial report
We confirm that, to the best of our knowledge,
• the financial statements, prepared in accordance with the applicable set of accounting standards, give a true
and fair view of the assets, liabilities, financial position and profit or loss of the Company and the undertakings
included in the consolidation taken as a whole; and
• the strategic report includes a fair review of the development and performance of the business and the position
of the issuer and the undertakings included in the consolidation taken as a whole, together with a description of
the principal risks and uncertainties that they face.
We consider the Annual Report and Accounts, taken as a whole, is fair, balanced and understandable, and
provides the information necessary for shareholders to assess the Group’s position and performance, business
model and strategy.
Ayşegül Bensel
Vice Chairperson
11 July 2023
123Global Ports Holding PLC Annual Report 2023
Financial statements Shareholder informationGovernance reportStrategic report
Independent auditor’s report
to the members of Global Ports Holding PLC
Opinion
We have audited the financial statements of Global Ports Holding Plc (the ‘parent company’) and its subsidiaries
(the ‘group’) for the year ended 31 March 2023 which comprise the Consolidated Statement of Profit or Loss
and Other Comprehensive Income, the Consolidated Statement of Financial Position and Parent Company
Balance Sheet, the Consolidated and Parent Company Statements of Changes in Equity, the Consolidated Cash
Flow Statement and Consolidated and Parent Company Notes to the financial statements, including significant
accounting policies. The financial reporting framework that has been applied in the preparation of the group
financial statements is applicable law and UK-adopted international accounting standards. The financial reporting
framework that has been applied in the preparation of the Parent Company financial statements is applicable law
and United Kingdom Accounting Standards, including FRS 102 The Financial Reporting Standard applicable in the
UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
In our opinion:
• the financial statements give a true and fair view of the state of the group’s and of the parent company’s affairs as
at 31 March 2023 and of the group’s loss for the year then ended;
• the group financial statements have been properly prepared in accordance with UK-adopted international
accounting standards;
• the parent company financial statements have been properly prepared in accordance with United Kingdom
Generally Accepted Accounting Practice; and
• the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable
law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of
the financial statements section of our report. We are independent of the group and parent company in accordance
with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s
Ethical Standard as applied to listed public interest entities, and we have fulfilled our other ethical responsibilities
in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the director’s use of the going concern basis of
accounting in the preparation of the financial statements is appropriate. Our evaluation of the directors’ assessment
of the group’s and parent company’s ability to continue to adopt the going concern basis of accounting included:
• Reviewing the cashflow forecast and budgets for the period to 31 July 2024 and the corresponding key
assumptions used. This included but was not limited to consideration of the following: financing arrangements
and related cashflows including repayment of loans, planned expansion, key cost assumptions and projection of
the number of passengers;
• Assessing and challenging the key assumptions in the underlying cashflow forecasts, including performing a
sensitivity analysis on plausible changes to the cashflow forecasts;
• Discussions with management regarding future plans and funding to support the operations of the group and
parent company; and
• Reviewing management’s going concern paper and ensuring the underlying key assumptions are congruent to
the cashflow forecast provided, including testing the mathematical accuracy and appropriateness of the model
used to prepare the cashflows and agreeing the cashflows to supporting documentation.
Based on the work we have performed, we have not identified any material uncertainties relating to events or
conditions that, individually or collectively, may cast significant doubt on the group’s or parent company’s ability
to continue as a going concern for a period of at least twelve months from when the financial statements are
authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the
relevant sections of this report.
124 Global Ports Holding PLC Annual Report 2023
Independent auditor’s report continued
to the members of Global Ports Holding PLC
Our application of materiality
Materiality for the group financial statements as a whole was set at USD 0.88 million (2022: USD 0.8 million). This
was calculated based upon 0.75% of group revenue, net of service concession arrangement revenue (2022: 0.75%
of the average of the group revenue of the past three years). We consider group revenue to be the most appropriate
benchmark as it provides a more stable measure year on year than profit before tax. For the year ended 31 March
2023 audit, we have excluded the service concession arrangement revenue given that this revenue is an accounting
adjustment rather than actual revenue generated from the operations of the group. In the prior year, materiality
was set at an average of the past three years revenue to normalise the impact of Covid-19 on the previous financial
periods. Performance materiality of USD 0.44 million (2022: USD 0.4 million) was set at 50% (2022: 50%) of
materiality due to the assessed risk and our accumulated knowledge of the group.
Materiality for the parent company financial statements as a whole was set at USD 0.8 million (2022: USD 0.75
million). This was calculated based upon 0.4% of the parent company’s gross assets (2022: 0.4% of gross assets).
Performance materiality was set at USD 0.4 million (2022: USD 0.38 million) again based on 50% of materiality
(2022: 50%) for the same reasons as for the group.
We use performance materiality to reduce to an appropriately low level, the probability that the aggregate of
uncorrected and undetected misstatements exceeds overall materiality. Specifically, we use performance materiality
in determining the scope of our audit and the nature and extent of our testing of account balances, classes of
transactions and disclosures, for example in determining sample sizes.
We agreed to report to the audit committee any corrected or uncorrected identified misstatements exceeding
USD 0.044 million (2022: USD 0.04 million) for the group and USD 0.04 million (2022: 0.0375 million) for the
parent company, in addition to other identified misstatements that warranted reporting on qualitative controls.
Our approach to the audit
In designing our audit approach, we determined materiality and assessed the risk of material misstatement in the
financial statements. In particular, we assessed the areas requiring the board and management to make subjective
judgements, for example in respect of significant accounting estimates including the carrying value of intangible
assets, goodwill, revenue recognition and management override of controls.
We performed an audit on the financial information of the group’s seventeen (2022: twelve) material operating
segments which were located in the United Kingdom (UK), Turkey, Malta, the Bahamas, Spain, Italy, Montenegro,
and Antigua and Barbuda. Eleven out of the seventeen segments (2022: eleven out of the twelve components)
were assigned as full scope audits and these were fully audited by component auditors. The remaining six segments
(2022: one) were assigned as specific scope audits and were audited by component auditors carrying out specific
procedures issued by the group audit team. There are a number of other components within the group which were
not assessed as material or significant components. Consequently, the audit work performed on these components
consisted of testing specific balances and analytical procedures at group level.
As the group audit team, we instructed the component auditors as to the significant risk audit areas to be covered
and the required information to be submitted to us. We visited seven locations being UK, Turkey, Italy, Malta,
Montenegro, Antigua and the Bahamas (2022: Five locations being UK, Turkey, Spain, Malta and the Bahamas), to
assess the audit risk and strategy and perform reviews of the component auditors’ audit files. In addition, remote
meetings were held in order to review the audit working papers of segments situated in Spain, which was visited by
us in 2022. At these visits and meetings, the findings reported to us were discussed in detail, and any further work
required by the us was subsequently performed by the component auditors. Discussions were held at all stages
of the process with component auditors in all locations and appropriate reporting appendices were received and
reviewed in accordance with our instructions.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the
financial statements of the current period and include the most significant assessed risks of material misstatement
(whether or not due to fraud) we identified, including those which had the greatest effect on: the overall audit
strategy, the allocation of resources in the audit; and directing the efforts of the engagement team. These matters
were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion on these matters.
125Global Ports Holding PLC Annual Report 2023
Financial statements Shareholder informationGovernance reportStrategic report
Key Audit Matter How our scope addressed this matter
Revenue recognition (Note 3(d), Note 3(s) and Note 6)
Under ISA (UK) 240 there is a rebuttable presumption
that revenue recognition is a fraud risk. The group
trades as an independent cruise port operator through
an international network of cruise ports, together with
one operating commercial port.
Revenues from the cruise business segment comprise
core port services (landing fees, security fees and
luggage handling fees) and ancillary services
(vessel and port services, shore-side services and
terminal management).
Revenues from the commercial business segment
comprise handling containers and cargo for export
and import.
Revenue generating activities are governed by the
terms of the concession agreements, including related
licenses and permits. Revenue from these segments is
recognised both over time and at a point in time under
IFRS 15 Revenue from Contracts with Customers.
The Group also recognises construction revenue,
currently in respect of Nassau Cruise Port, for service
concession arrangements under IFRIC 12. In the future
this may also include San Juan Cruise Port and the
Canary Islands Cruise Ports; however revenue is not
expected to be material in these jurisdictions for Fiscal
Year (‘FY’) 23. These revenues are recognised over time
based on percentage completion of construction. The
margin recognised on construction revenue involves
judgement and estimation by management, including
benchmarking to similar infrastructure projects.
There is a risk that revenue is materially misstated due
to incorrect application of IFRS 15 and IFRIC 12 and
not calculated in accordance with the terms of the
underlying customer contracts.
Our work in this area included the following:
• Assessing the group’s revenue recognition policy
for compliance with IFRS 15 and IFRIC 12;
• Reviewing the key contractual terms applicable to
significant revenue streams in place at the ports;
• Documenting, for each location, our understanding
of the systems and internal controls surrounding
revenue recognition in conjunction with reviewing
the work performed by component auditors in
this respect;
• Performing walkthrough tests on all material revenue
cycles in conjunction with reviewing the work
performed by component auditors in this respect;
• Undertaking substantive transactional testing
of material revenue streams and reviewing the
substantive testing and tests of controls performed
by the component auditors as applicable;
• Reviewing and documenting the analytical
procedures performed by the component auditors
and assessing the reasonableness of key movements
including consideration of Key Performance
Indicators such as passenger numbers and cargo
volumes; and
• Reviewing the work of the component auditors
surrounding the cut-off testing and completeness
testing performed on significant components,
including accrued income balances, taking into
consideration the seasonality of operations by port
and our understanding of the systems and controls.
Based on the audit procedures performed we
are satisfied that revenue has been appropriately
recognised in the financial statements.
126 Global Ports Holding PLC Annual Report 2023
Independent auditor’s report continued
to the members of Global Ports Holding PLC
Key Audit Matter How our scope addressed this matter
Recoverability of intangible assets and right-of-use assets (Note 3(o), 13, and 14)
The group carries on its balance sheet material
intangible assets in respect of port operation rights and
acquired intangible assets, including goodwill, from
business combinations.
Goodwill is not amortised but is tested at least annually
for impairment via value in use models. Port operation
rights and other intangible assets are amortised over
their expected useful economic life and subject to
impairment reviews where there are indicators of
impairment. The carrying value of right-of-use
assets will, where applicable, be included in the
impairment assessment.
Impairment assessments and value in use calculations
are subject to significant judgement and estimation
around key inputs such as the number of cruise calls,
passenger volumes, container volumes and risk adjusted
discount rates. The same value in use calculations will
also be used to assess the carrying value of investments
in subsidiaries and associates, including intra-group
receivables, in the individual financial statements of the
parent company.
There is a risk that the carrying values exceed their
recoverable values through non-recognition of
impairment losses.
Our work in this area included the following:
• Obtaining the group’s value in use calculations for
goodwill (in accordance with IAS 36) and testing and
challenging the reasonableness of key assumptions
to external and internal data, including budgets, cash
flow forecasts and discount rates;
• Obtaining and reviewing the group’s impairment
memo to determine the appropriateness of non-
preparation of value in use calculations for intangible
assets and right of use assets due to absence of
impairment indicator;
• Involving our valuation specialists to determine
the reasonableness and benchmarking of the
incorporated debt to equity ratio and beta used in the
value in use impairment model for goodwill;
• Evaluating the reasonableness of cash flows and
projections in the model through comparison to
actual and prior period performance for goodwill;
• Evaluating the 2023 forecast of number of
passengers over the actual number of passengers
for FY 23 and assessing the ability of the group in
meeting its budget whilst evaluating the accuracy
of forecasts;
• Reviewing the respective work of the component
auditors over the valuation of the underlying
intangible assets, goodwill and right-of-use assets;
• Verifying the integrity of the data and mathematical
accuracy of the supporting calculations for goodwill;
• Performing sensitivity analysis on key assumptions
to ascertain the impact of possible changes which
would eliminate the headroom over carrying value
for goodwill;
• Evaluating management’s assessment of expected
useful economic lives;
• Testing the allocation of revenues, expenses, assets
and liabilities to cash generating units; and
• Considering whether any other indicators of
impairment are present under IAS 36 having
reference to internal and external factors (i.e. market
condition, forecasted FY 24 volume of passengers
and capital expenditure)
Based on the audit procedures performed we have not
identified any material unrecognised impairment losses
in respect of intangible assets, goodwill or right of use
assets as at 31 March 2023.
127Global Ports Holding PLC Annual Report 2023
Financial statements Shareholder informationGovernance reportStrategic report
Other information
The other information comprises the information included in the annual report and accounts, other than the
financial statements and our auditor’s report thereon. The directors are responsible for the other information
contained within the annual report and accounts. Our opinion on the group and parent company financial
statements does not cover the other information and, except to the extent otherwise explicitly stated in our report,
we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the financial statements or
our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify
such material inconsistencies or apparent material misstatements, we are required to determine whether this gives
rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we
conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion the part of the Remuneration Committee report to be audited has been properly prepared in
accordance with the Companies Act 2006.
In our opinion, based on the work undertaken in the course of the audit:
• the information given in the strategic report and the directors’ report for the financial year for which the
financial statements are prepared is consistent with the financial statements; and
• the strategic report and the directors’ report have been prepared in accordance with applicable
legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company and their environment
obtained in the course of the audit, we have not identified material misstatements in the strategic report or the
directors’ report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires
us to report to you if, in our opinion:
• adequate accounting records have not been kept by the parent company, or returns adequate for our audit have
not been received from branches not visited by us; or
• the parent company financial statements and the part of the Remuneration Committee report to be audited are
not in agreement with the accounting records and returns; or
• certain disclosures of directors’ remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the directors’ responsibilities statement, the directors are responsible for the preparation
of the group and parent company financial statements and for being satisfied that they give a true and fair view, and
for such internal control as the directors determine is necessary to enable the preparation of financial statements
that are free from material misstatement, whether due to fraud or error.
In preparing the group and parent company financial statements, the directors are responsible for assessing the
group’s and the parent company’s ability to continue as a going concern, disclosing, as applicable, matters related
to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the
group or the parent company or to cease operations, or have no realistic alternative but to do so.
128 Global Ports Holding PLC Annual Report 2023
Independent auditor’s report continued
to the members of Global Ports Holding PLC
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with
ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error
and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in
line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including
fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
• We obtained an understanding of the group and parent company and the sector in which they operate to identify
laws and regulations that could reasonably be expected to have a direct effect on the financial statements.
We obtained our understanding in this regard through discussions with management, industry research, and
reviewing confirmations received from local legal advisers;
• We obtained an understanding and evaluated the design and implementation of controls that address fraud risks
of the group and parent company through reviewing the work of the component auditors and performing our
own assessment;
• We determined the principal laws and regulations relevant to the group and parent company in this regard to
be those arising from the Companies Act 2006; UK tax legislation; local laws and tax legislation in the relevant
locations; Employment Law; Anti-Bribery and Money Laundering Regulations; Disclosure and Transparency Rules;
relevant environmental and health and safety legislation in the relevant locations having commercial activities;
compliance with contractual terms under port concession agreements; and General Data Protection Regulation.
• We designed our audit procedures to ensure the audit team considered whether there were any indications of
non-compliance by the group and parent company with those laws and regulations. These procedures included,
but were not limited to:
– Enquiring of management regarding potential non-compliance;
– Reviewing of legal and professional fees to understand the nature of the costs and the existence of any
non-compliance with laws and regulations;
– Reviewing of minutes of meetings of those charged with governance and Regulatory News
Service announcements;
– Reviewing of accounting ledgers for any unusual journal entries which may indicate non-compliance;
– Reviewing the work of the component auditors for any unusual journal entries which may indicate
non-compliance;
– Discussing with the group’s Head of Legal Affairs regarding on-going cases, any pending lawsuits, recent
investigations and any significant provisions recognised in the financial statements;
– Discussing with the component auditors regarding any non-compliance with laws and regulations that they
were aware of when the audit was conducted;
– Reviewing of the work of the component auditors in assessing compliance on laws and regulations of the
component entities;
– Discussing with the internal audit department on matters related to internal control risks, weaknesses and
business risks of the group; and
– Review of Audit Committee and Remuneration Committee minutes.
• We also identified the risks of material misstatement of the financial statements due to fraud. We considered,
in addition to the non-rebuttable presumption of a risk of fraud arising from management override of controls,
that the potential for management bias was identified in relation to revenue recognition and recoverability of the
intangible assets and right of use assets as described in the Key Audit Matters section above.
• As in all of our audits, we addressed the risk of fraud arising from management override of controls by performing
audit procedures which included, but were not limited to: the testing of journals; reviewing accounting estimates
for evidence of bias; evaluating the business rationale of any significant transactions that are unusual or outside
the normal course of business; and reviewing bank statements during the period to identify any large and unusual
transactions where the business rationale is not clear.
129Global Ports Holding PLC Annual Report 2023
Financial statements Shareholder informationGovernance reportStrategic report
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including
those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk
increases the more that compliance with a law or regulation is removed from the events and transactions reflected
in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also
greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment,
forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial statements is located on the Financial
Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our
auditor’s report.
Other matters which we are required to address
We were appointed by Board of Directors of Global Ports Holding Plc on 14 March 2022 to audit the financial
statements for the period ending 31 March 2022 and subsequent financial periods. Our total uninterrupted period
of engagement is 2 years, covering the periods ending 31 March 2022 to 31 March 2023.
The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the group and the parent
company and we remain independent of the group and the parent company in conducting our audit.
Our audit opinion is consistent with the additional report to the audit committee.
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the
Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members
those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to anyone, other than the company and the company’s
members as a body, for our audit work, for this report, or for the opinions we have formed.
Timothy Herbert (Senior Statutory Auditor)
For and on behalf of PKF Littlejohn LLP, Statutory Auditor
15 Westferry Circus
Canary Wharf
London E14 4HD
11 July 2023
130 Global Ports Holding PLC Annual Report 2023
Consolidated statement of profit or loss and other comprehensive income
Years ended 31 March 2023 and 31 March 2022
Note
Year ended
31 March 2023
(USD ‘000)
Year ended
31 March 2022
(USD ‘000)
Revenue 6 213, 596 12 8 , 410
Cost of sales 7 (149, 88 1 ) (13 1, 326 )
Gross profit/(loss) 63,7 15 (2, 91 6 )
Other income 10 2 ,606 5,1 69
Selling and marketing expenses (3, 36 8 ) (2 , 5 3 0 )
Administrative expenses 8 (1 8,862 ) (16,7 62 )
Other expenses 10 (1 5 , 8 6 4 ) (12,645 )
Operating profit/(loss) 28 , 227 (2 9, 6 8 4 )
Finance income 11 5, 676 2 5 ,07 1
Finance costs 11 (4 7, 7 1 8 ) (36,89 7 )
Net finance costs (42 ,042 ) (11 ,8 26 )
Share of profit/(loss) of equity-accounted investees 15 4 , 2 74 (2, 42 5 )
Loss before tax (9, 541 ) (43,935 )
Tax expense 16 (1,0 08 ) (6 0 5 )
Loss for the year (10, 5 49 ) (4 4 , 5 4 0 )
Loss for the year attributable to:
Owners of the Company (24 ,99 8 ) (35 , 992 )
Non-controlling interests 14, 449 (8 , 5 4 8 )
(10, 5 49 ) (4 4 , 5 4 0 )
Note
Year ended
31 March 2023
(USD ‘000)
Year ended
31 March 2022
(USD ‘000)
Other comprehensive income
Items that will not be reclassified subsequently to profit or loss
Remeasurement of defined benefit liability 26 (11 6 ) (6 5 )
Income tax relating to items that will not be reclassified subsequently to
profit or loss 16, 26 23 16
(93 ) (4 9 )
Items that may be reclassified subsequently to profit or loss
Foreign currency translation differences (4 , 6 3 4 ) (1 5 , 4 6 0 )
Cash flow hedges – effective portion of changes in fair value 142 253
Cash flow hedges – realized amounts transferred to income statement (113 ) (1 70 )
Equity accounted investees – share of OCI 88 (6 6 7 )
Losses on a hedge of a net investment – (793 )
(4 , 5 1 7 ) (16,837 )
Other comprehensive (loss)/income for the year, net of income tax (4 , 6 1 0 ) (16, 886 )
Total comprehensive loss for the year (15,159 ) (6 1 , 4 2 6 )
Total comprehensive loss attributable to:
Owners of the Company (28 , 336 ) (49,735 )
Non-controlling interests 13 ,177 (1 1, 691 )
(15,159 ) (6 1 , 4 2 6 )
Basic and diluted earnings/(loss) per share (cents per share) 28 (39. 8 5 7. 3
The notes on pages 135 to 222 are an integral part of these financial statements.
131Global Ports Holding PLC Annual Report 2023
Financial statements Shareholder informationGovernance reportStrategic report
Consolidated statement of financial position
As at 31 March 2023 and 31 March 2022
Note
As at 31 March
2023
(USD ‘000)
As at 31 March
2022
(USD ‘000)
Non-current assets
Property and equipment 12 116, 180 121,4 11
Intangible assets 13 509,02 3 41 0, 97 1
Right of use assets 30 7 7, 4 0 8 83,461
Investment property 31 1,944 2,03 8
Goodwill 14 13,483 13,4 83
Equity-accounted investments 15 1 7, 8 2 8 14,073
Due from related parties 33 9, 553 8 ,846
Deferred tax assets 16 3 ,9 02 6,604
Other non-current assets 18 2 ,791 2, 375
Current assets
Trade and other receivables 17 2 3,65 0 2 1 ,148
Due from related parties 33 335 1,0 61
Other investments 65 55
Other current assets 18 4 ,650 25,4 06
Inventories 19 964 93 8
Prepaid taxes 623 3 14
Cash and cash equivalents 20 118 , 201 99 ,6 87
Total assets 900,600 8 11 ,87 1
Current liabilities
Loans and borrowings 23 66,488 60,7 34
Other financial liabilities 34 1,639 754
Trade and other payables 24 42 ,115 37 ,888
Due to related parties 33 4 ,9 07 486
Current tax liabilities 16 809 377
Provisions 27 1 3 , 74 0 9, 483
Non-current liabilities
Loans and borrowings 23 605,954 5 3 7, 8 5 4
Other financial liabilities 34 53,793 5 0,3 16
Trade and other payables 24 1,223 1,640
Due to related parties 33 24, 923 3,000
Deferred tax liabilities 16 40,1 48 44, 498
Provisions 27 9,1 61 13,99 7
Employee benefits 26 448 346
Derivative financial liabilities 34 (4 5 ) 1 01
Total liabilities 865 , 303 7 6 1 , 4 74
Net assets 35 , 297 50, 3 97
Equity
Share capital 21 811 811
Legal reserves 21 6 ,014 6,014
Share based payment reserves 25 426 3 67
Hedging reserves 21 (4 3 , 2 1 1 ) (4 3 , 3 2 8 )
Translation reserves 21 43 ,10 0 46,462
Retained earnings (73, 283 ) (4 8 , 1 9 2 )
Equity attributable to equity holders of the Company (66 ,14 3 ) (3 7, 8 6 6 )
Non-controlling interests 22 101 ,4 40 88, 263
Total equity 35 , 297 50, 3 97
These financial statements were approved by the board of directors on 7 July 2023 and were signed on its behalf by:
Ercan Nuri Ergül
Board Member
Company registered number: 10629250
The notes on pages 135 to 222 are an integral part of these financial statements.
132 Global Ports Holding PLC Annual Report 2023
Consolidated statement of changes in equity
For year ended 31 March 2023
(USD ‘000) Notes
Share
capital
Legal
reserves
Share
based
payment
reserves
Hedging
reserves
Translation
reserves
Retained
earnings Total
Non-
controlling
interests
Total
equity
Balance at
31 March 2022 811 6,014 367 (4 3 , 3 2 8 ) 46,462 (4 8,192 ) (3 7, 8 6 6 ) 8 8, 263 5 0, 397
(Loss)/income for
the period – – – – – (24 ,9 98 ) (2 4, 998 ) 14 ,4 49 (1 0, 549 )
Other comprehensive
(loss)/income for
the period – – – 117 (3 ,362 ) (93 ) (3, 33 8 ) (1, 27 2 ) (4 , 6 1 0 )
Total comprehensive
(loss)/income for
the period – – – 117 (3,3 62 ) (25,0 91 ) (28 , 336 ) 13,1 77 (15,159 )
Transactions with
owners of the
Company
Contribution and
distributions
Equity settled share-
based payment
expenses 25 – – 59 – – – 59 – 59
Total contributions
and distributions – – 59 – – – 59 – 59
Total transactions
with owners of
the Company – – 59 – – – 59 – 59
Balance at
31 March 2023 811 6,014 426 (4 3 , 2 1 1 ) 4 3,1 00 (7 3 , 283 ) (66 ,1 43 ) 101 ,4 40 35 , 2 97
The notes on pages 135 to 222 are an integral part of these financial statements.
133Global Ports Holding PLC Annual Report 2023
Financial statements Shareholder informationGovernance reportStrategic report
Consolidated statement of changes in equity (continued)
For the year ended 31 March 2022
(USD ‘000) Notes
Share
capital
Legal
reserves
Share
based
payment
reserves
Hedging
reserves
Translation
reserves
Retained
earnings Total
Non-
controlling
interests
Total
equity
Balance at
31 March 2021 811 6 ,014 239 (4 1 , 9 5 1 ) 58 ,7 79 (12,1 51 ) 1 1 , 74 1 7 4,822 86,563
(Loss)/income for
the period – – – – – (3 5, 9 92 ) (35 , 992 ) (8 , 5 48 ) (4 4 , 5 4 0 )
Other comprehensive
(loss)/income for
the period – – – (1, 377 ) (12 , 317 ) (4 9 ) (1 3 , 74 3 ) (3 ,143 ) (16,88 6 )
Total comprehensive
(loss)/income for
the period – – – (1, 377 ) (12, 3 17 ) (36 , 041 ) (49,735 ) (11, 691 ) (6 1 , 42 6 )
Transactions with
owners of the
Company
Contribution and
distributions
Equity settled share-
based payment
expenses 25 – – 128 – – – 128 – 128
Total contributions
and distributions – – 128 – – – 128 – 128
Changes in ownership
interest
Equity injection – – – – – – – 25 ,132 25 ,132
Total changes in
ownership interest – – – – – – – 2 5,132 25 ,132
Total transactions
with owners of
the Company – – 128 – – – 128 2 5,132 25, 260
Balance at
31 March 2022 811 6 ,014 367 (4 3 , 3 2 8 ) 46,462 (4 8 , 1 9 2 ) (3 7, 8 6 6 ) 8 8, 263 50 , 397
The notes on pages 135 to 222 are an integral part of these financial statements.
134 Global Ports Holding PLC Annual Report 2023
Consolidated cash flow statement
For years ended 31 March 2023 and 31 March 2022
Note
Year ended
31 March 2023
(USD ‘000)
Year ended
31 March 2022
(USD ‘000)
Cash flows from operating activities
Loss for the year (10, 5 49 ) (4 4 , 5 4 0 )
Adjustments for:
Depreciation of Property and Equipment, Right of Use assets, and
amortization expense 12, 13, 30, 31 27,277 2 8, 467
Gain on disposal of Property and Equipment 13 (7 ) –
Impairment losses on investments 14 659 –
Share of (profit)/loss of equity-accounted investees, net of tax 15 (4 , 2 74 ) 2, 425
Finance costs (excluding foreign exchange differences) 44, 348 29, 301
Finance income (excluding foreign exchange differences) (2, 2 93 ) (4 , 4 6 1 )
Foreign exchange differences on finance costs and income, net (13 ) (13,014 )
Income tax expense 16 1,008 605
Employment termination indemnity reserve 26 103 48
Equity settled share-based payment expenses 59 128
Use of/(Charges to) provision 27 2,09 5 (3 , 1 74 )
Operating cash flow before changes in operating assets and liabilities 5 8 ,41 3 (4 , 2 1 5 )
Changes in:
– trade and other receivables (2 , 502 ) 6 ,70 8
– other current assets (1, 921 ) 533
– related party receivables 546 (1 ,005 )
– other non–current assets (4 1 6 ) 257
– trade and other payables 4 , 74 8 (9 ,6 56 )
– related party payables 2, 826 (1 , 3 3 0 )
– provisions (3 10 ) (6 8 6 )
Cash generated by/(used in) operations before benefit and tax payments 61, 384 (9, 4 0 0 )
Post-employment benefits paid 26 (77 ) (6 )
Income taxes paid 16 (1 , 43 0 ) (173 )
Net cash generated from/(used in) operating activities 59,877 (9, 57 3 )
Investing activities
Acquisition of property and equipment 12 (4 , 3 2 8 ) (5 , 4 3 4 )
Acquisition of intangible assets 13 (73 , 236 ) (89, 199 )
Proceeds from sale of property and equipment 87 30
Bank interest received 1 ,757 190
Dividends from equity accounted investees – 1 ,76 5
Advances given for fixed assets (1 ,001 ) (13 , 67 9 )
Net cash used in investing activities (76, 721 ) (106,327 )
Financing activities
Equity injection by minorities to subsidiaries – 23,43 8
Change in due to related parties 21, 923 3,000
Dividends paid to NCIs (1,123 ) –
Interest paid (33 ,085 ) (3 6 , 424 )
Proceeds from loans and borrowings 7 7, 1 4 7 333 ,581
Repayment of borrowings (1 9,91 5 ) (2 74 , 5 1 1 )
Payment of lease liabilities (3,0 85 ) (2, 6 12 )
Net cash from financing activities 41 , 86 2 4 6 , 47 2
Net increase/(decrease) in cash and cash equivalents 25,01 8 (6 9 , 42 8 )
Effect of foreign exchange rate changes on cash and cash equivalents (6 , 5 0 4 ) (1 , 4 8 4 )
Cash and cash equivalents at beginning of year 20 99,687 1 70, 59 9
Cash and cash equivalents at end of year 20 118 , 201 9 9, 687
The notes on pages 135 to 222 are an integral part of these financial statements.
135Global Ports Holding PLC Annual Report 2023
Financial statements Shareholder informationGovernance reportStrategic report
Notes to the consolidated financial statements
136 Global Ports Holding PLC Annual Report 2023
1 General information continued
Ege Liman continued
Notes to the consolidated financial statements continued
137Global Ports Holding PLC Annual Report 2023
Financial statements Shareholder informationGovernance reportStrategic report
138 Global Ports Holding PLC Annual Report 2023
1 General information continued
Notes to the consolidated financial statements continued
139Global Ports Holding PLC Annual Report 2023
Financial statements Shareholder informationGovernance reportStrategic report
140 Global Ports Holding PLC Annual Report 2023
3 Significant accounting policies continued
(d) Critical accounting judgements and key sources of estimation uncertainty continued
Notes to the consolidated financial statements continued
141Global Ports Holding PLC Annual Report 2023
Financial statements Shareholder informationGovernance reportStrategic report
142 Global Ports Holding PLC Annual Report 2023
3 Significant accounting policies continued
(e) Basis of consolidation continued
Notes to the consolidated financial statements continued
143Global Ports Holding PLC Annual Report 2023
Financial statements Shareholder informationGovernance reportStrategic report
144 Global Ports Holding PLC Annual Report 2023
3 Significant accounting policies continued
Notes to the consolidated financial statements continued
145Global Ports Holding PLC Annual Report 2023
Financial statements Shareholder informationGovernance reportStrategic report
146 Global Ports Holding PLC Annual Report 2023
3 Significant accounting policies continued
(h) Financial instruments continued
(ii) Classification and subsequent measurement continued
Notes to the consolidated financial statements continued
147Global Ports Holding PLC Annual Report 2023
Financial statements Shareholder informationGovernance reportStrategic report
148 Global Ports Holding PLC Annual Report 2023
3 Significant accounting policies continued
(h) Financial instruments continued
Notes to the consolidated financial statements continued
149Global Ports Holding PLC Annual Report 2023
Financial statements Shareholder informationGovernance reportStrategic report
150 Global Ports Holding PLC Annual Report 2023
3 Significant accounting policies continued
Notes to the consolidated financial statements continued
151Global Ports Holding PLC Annual Report 2023
Financial statements Shareholder informationGovernance reportStrategic report
152 Global Ports Holding PLC Annual Report 2023
3 Significant accounting policies continued
(m) Leases continued
(i) as a lessee continued
Notes to the consolidated financial statements continued
153Global Ports Holding PLC Annual Report 2023
Financial statements Shareholder informationGovernance reportStrategic report
154 Global Ports Holding PLC Annual Report 2023
3 Significant accounting policies continued
(o) Impairment continued
Notes to the consolidated financial statements continued
155Global Ports Holding PLC Annual Report 2023
Financial statements Shareholder informationGovernance reportStrategic report
156 Global Ports Holding PLC Annual Report 2023
3 Significant accounting policies continued
Notes to the consolidated financial statements continued
157Global Ports Holding PLC Annual Report 2023
Financial statements Shareholder informationGovernance reportStrategic report
158 Global Ports Holding PLC Annual Report 2023
5 Segment reporting continued
(b) Reportable segments continued
Notes to the consolidated financial statements continued
159Global Ports Holding PLC Annual Report 2023
Financial statements Shareholder informationGovernance reportStrategic report
160 Global Ports Holding PLC Annual Report 2023
Notes to the consolidated financial statements continued
161Global Ports Holding PLC Annual Report 2023
Financial statements Shareholder informationGovernance reportStrategic report
162 Global Ports Holding PLC Annual Report 2023
Notes to the consolidated financial statements continued
163Global Ports Holding PLC Annual Report 2023
Financial statements Shareholder informationGovernance reportStrategic report
164 Global Ports Holding PLC Annual Report 2023
11 Finance income and costs continued
Notes to the consolidated financial statements continued
165Global Ports Holding PLC Annual Report 2023
Financial statements Shareholder informationGovernance reportStrategic report
166 Global Ports Holding PLC Annual Report 2023
13 Intangible assets continued
Notes to the consolidated financial statements continued
167Global Ports Holding PLC Annual Report 2023
Financial statements Shareholder informationGovernance reportStrategic report
168 Global Ports Holding PLC Annual Report 2023
15 Equity-accounted investments continued
Notes to the consolidated financial statements continued
169Global Ports Holding PLC Annual Report 2023
Financial statements Shareholder informationGovernance reportStrategic report
170 Global Ports Holding PLC Annual Report 2023
15 Equity-accounted investments continued
Notes to the consolidated financial statements continued
171Global Ports Holding PLC Annual Report 2023
Financial statements Shareholder informationGovernance reportStrategic report
172 Global Ports Holding PLC Annual Report 2023
16 Taxation continued
Notes to the consolidated financial statements continued
173Global Ports Holding PLC Annual Report 2023
Financial statements Shareholder informationGovernance reportStrategic report
174 Global Ports Holding PLC Annual Report 2023
Notes to the consolidated financial statements continued
175Global Ports Holding PLC Annual Report 2023
Financial statements Shareholder informationGovernance reportStrategic report
176 Global Ports Holding PLC Annual Report 2023
21 Capital and reserves continued
Notes to the consolidated financial statements continued
177Global Ports Holding PLC Annual Report 2023
Financial statements Shareholder informationGovernance reportStrategic report
178 Global Ports Holding PLC Annual Report 2023
Balearic
Handling
Shore
Handling Total
Balearic
Handling
Shore
Handling Total
Notes to the consolidated financial statements continued
179Global Ports Holding PLC Annual Report 2023
Financial statements Shareholder informationGovernance reportStrategic report
22 Non-controlling interests
Summarised financial information in respect of each of the Group’s subsidiaries that have non-controlling interests
is set out below. The summarised financial information below represents amounts before intragroup eliminations
for the year ended 31 March 2023:
(USD ‘000) Ege Port
Bodrum
Cruise Port Valletta Port of Adria BPI Cruceros Canary Islands Alicante Cagliari Catania Nassau
NCI percentage 27.50% 40.00% 44.40% 36.79% 38.00% 38.00% 20% 20% 29.11% 36.83% 51.00% 49.00% 49.00%
Non-current assets 21,973 4,640 106,107 52,226 84,391 16,112 5,838 1,187 1,824 1,766 352,675 262 1,209
Current assets 18,156 2,087 3,552 (2,956) 8,704 1,508 1,230 (115) 1,045 165 35,532 1,059 386
Non-current liabilities 2,880 1,555 51,358 24,701 24,035 11,358 4,262 1,028 797 659 268,391 – 148
Current liabilities 7,489 731 4,728 6,620 5,038 2,754 2,339 99 337 489 54,438 312 36
Net assets 29,760 4,441 53,573 17,9 49 64,022 3,508 467 (55) 1,735 783 65,378 1,009 1,411
Net assets attributable to NCI 8,184 1,776 23,805 6,609 24,329 1,333 93 (11) 505 288 33,343 494 692 101,440
Revenue 18,809 4,673 11,996 8,510 21,323 2,834 2,611 7 947 1,053 129,651 1,023 1,356
Profit 6,258 2,354 758 (1,820) 5,219 (243) 444 (56) 59 72 19,230 261 330
OCI (47) (20) (1,297) (587) (982) (158) 19 (2) (39) (14) – (7) (12)
Total comprehensive income 6,211 2,334 (539) (2,407) 4,237 (401) 463 (58) 20 58 19,230 254 318
Profit for the year attributable
to NCI 1,721 942 348 (670) 1,984 (93) 89 (11) 17 25 9,807 128 162 14,449
OCI for the year attributable
to NCI (13) (8) (569) (216) (385) (60) 4 – (11) (5) – (3) (6) (1,272)
Dividends paid to NCI – – – – – – – – – – – – –
Net cash inflow/(outflow) from
operating activities 8,166 2,072 2,611 2,120 11,015 1,517 101 26 231 67 68,645 190 225
Net cash inflow/(outflow) from
investing activities (282) (193) (334) (52) (282) (26) (5,158) (1,097) (44) (180) (97,9 89) (30) (5)
Net cash inflow/(outflow) from
financing activities (7, 942) (1,357) (1,599) (1,867) (5,978) (1,642) 1,836 94 (170) 38 (18,975) (14) (35)
Net cash inflow/(outflow) (58) 522 679 201 4,755 (151) (3,221) (977) 17 (75) (48,319) 146 185
Summarised financial information in respect of each of the Group’s subsidiaries that have non-controlling interests
is set out below. The summarised financial information below represents amounts before intragroup eliminations
for the year ended 31 March 2022:
(USD ‘000) Ege Port
Bodrum
Cruise Port Valletta Port of Adria BPI Cruceros Cagliari Catania Nassau
NCI percentage 27.50% 40.00% 44.40% 36.21% 38.00% 38.00% 29.11% 36.83% 51.00% 49.00% 49.00%
Non-current assets 24,336 4,644 111,545 58,146 94,224 19,399 2,304 1,954 239,988 287 1,382
Current assets 10,486 202 1,455 61 2,458 1,469 773 457 116,043 624 252
Non-current liabilities 5,000 1,746 53,355 29,343 30,433 12,849 968 1,286 274,027 9 197
Current liabilities 6,273 993 5,551 8,509 8,125 2,420 394 400 35,856 146 344
Net assets 23,549 2,106 54,094 20,356 58,124 5,599 1,715 725 46,148 755 1,094
Net assets attributable to NCI 6,477 842 24,027 7,495 22,087 2,127 499 267 23,536 370 536 88,263
Revenue 1,504 665 6,333 8,605 5,124 1,086 382 220 100,269 569 510
Profit (6,498) (532) (291) (2,945) (11,145) (1,383) 313 (55) (1,198) 286 (354)
OCI (33) (10) (2,932) (1,185) (3,094) (348) (88) (38) 24,146 (36) (65)
Total comprehensive income (5,655) (542) (3,223) (4,130) (14,239) (1,731) 225 (93) 22,948 250 (419)
Profit for the year attributable to NCI (1,788) (213) (130) (1,084) (4, 235) (525) 91 (20) (611) 140 (173) (8,548)
OCI for the year attributable to NCI (9) (4) (1,302) (436) (1,170) (132) (26) (14) – (18) (32) (3,143)
Dividends paid to NCI – – – – – – – – – – –
Net cash inflow/(outflow) from operating activities (3,119) 344 2,453 790 554 (46) 659 221 (3,252) 99 (110)
Net cash inflow/(outflow) from investing activities (11) (44) (253) (104) 1,291 (14) 3 (47) (114,537) (2) –
Net cash inflow/(outflow) from financing activities 2,170 1,691 (2,923) 112 (6,281) (963) (179) (94) 95,940 (121) (24)
Net cash inflow/(outflow) (960) 1,990 (722) 798 (4,436) (1,023) 482 80 (21,848) (24) (134)
180 Global Ports Holding PLC Annual Report 2023
Notes to the consolidated financial statements continued
181Global Ports Holding PLC Annual Report 2023
Financial statements Shareholder informationGovernance reportStrategic report
182 Global Ports Holding PLC Annual Report 2023
Notes to the consolidated financial statements continued
183Global Ports Holding PLC Annual Report 2023
Financial statements Shareholder informationGovernance reportStrategic report
184 Global Ports Holding PLC Annual Report 2023
23 Loans and borrowings continued
Notes to the consolidated financial statements continued
185Global Ports Holding PLC Annual Report 2023
Financial statements Shareholder informationGovernance reportStrategic report
186 Global Ports Holding PLC Annual Report 2023
25 Share based payment arrangements continued
Description of share-based payment arrangements continued
Notes to the consolidated financial statements continued
187Global Ports Holding PLC Annual Report 2023
Financial statements Shareholder informationGovernance reportStrategic report
188 Global Ports Holding PLC Annual Report 2023
Notes to the consolidated financial statements continued
189Global Ports Holding PLC Annual Report 2023
Financial statements Shareholder informationGovernance reportStrategic report
190 Global Ports Holding PLC Annual Report 2023
29 Commitments and contingencies continued
Notes to the consolidated financial statements continued
191Global Ports Holding PLC Annual Report 2023
Financial statements Shareholder informationGovernance reportStrategic report
192 Global Ports Holding PLC Annual Report 2023
29 Commitments and contingencies continued
(c) Contractual obligations continued
Barcelona Cruise Port continued
Notes to the consolidated financial statements continued
193Global Ports Holding PLC Annual Report 2023
Financial statements Shareholder informationGovernance reportStrategic report
194 Global Ports Holding PLC Annual Report 2023
29 Commitments and contingencies continued
(c) Contractual obligations continued
Notes to the consolidated financial statements continued
195Global Ports Holding PLC Annual Report 2023
Financial statements Shareholder informationGovernance reportStrategic report
196 Global Ports Holding PLC Annual Report 2023
30 Leases continued
Lease as lessee (IFRS 16) continued
Notes to the consolidated financial statements continued
197Global Ports Holding PLC Annual Report 2023
Financial statements Shareholder informationGovernance reportStrategic report
198 Global Ports Holding PLC Annual Report 2023
32 Service concession arrangement continued
Notes to the consolidated financial statements continued
199Global Ports Holding PLC Annual Report 2023
Financial statements Shareholder informationGovernance reportStrategic report
200 Global Ports Holding PLC Annual Report 2023
33 Related parties continued
Notes to the consolidated financial statements continued
201Global Ports Holding PLC Annual Report 2023
Financial statements Shareholder informationGovernance reportStrategic report
202 Global Ports Holding PLC Annual Report 2023
34 Financial risk management continued
Credit risk continued
Trade receivables and contract assets continued
Notes to the consolidated financial statements continued
203Global Ports Holding PLC Annual Report 2023
Financial statements Shareholder informationGovernance reportStrategic report
204 Global Ports Holding PLC Annual Report 2023
34 Financial risk management continued
Liquidity risk continued
Liquidity risk tables continued
Notes to the consolidated financial statements continued
205Global Ports Holding PLC Annual Report 2023
Financial statements Shareholder informationGovernance reportStrategic report
206 Global Ports Holding PLC Annual Report 2023
34 Financial risk management continued
Market risk continued
Currency risk continued
Notes to the consolidated financial statements continued
207Global Ports Holding PLC Annual Report 2023
Financial statements Shareholder informationGovernance reportStrategic report
208 Global Ports Holding PLC Annual Report 2023
34 Financial risk management continued
Notes to the consolidated financial statements continued
209Global Ports Holding PLC Annual Report 2023
Financial statements Shareholder informationGovernance reportStrategic report
210 Global Ports Holding PLC Annual Report 2023
34 Financial risk management continued
Notes to the consolidated financial statements continued
211Global Ports Holding PLC Annual Report 2023
Financial statements Shareholder informationGovernance reportStrategic report
Parent Company balance sheet
As at 31 March 2023 and 31 March 2022
Note
2023
USD ’000
2022
USD ’000
Non-current assets
Investments in subsidiaries 41 139,410 139,410
Investments in jointly controlled entities 42 65 65
Tangible assets – 6
Due from related parties 46 9,315 8,845
Total non-current assets 148,790 148,326
Current assets
Due from related parties 46 44,527 32,880
Trade receivables and other receivables 98 2,430
Prepayments 43 60 75
Cash and cash equivalents 23,014 15
Total current assets 67,699 35,400
Total assets 216,489 183,726
Current liabilities
Trade and other payables (4,037) (2,626)
Tax liabilities (431) –
Due to related parties 46 (68,245) (29,683)
Total current liabilities and total liabilities (72,713) (32,309)
Net current (liabilities)/asset (5,014) 3,091
Net assets 143,776 151,417
Capital and reserves
Share capital 44 811 811
Share based payments 39 426 367
Retained earnings 142,539 150,239
Shareholders’ funds 143,776 151,417
Under section s408 of the Companies Act 2006 the company is exempt from the requirement to present its own
profit and loss account. The loss for the Parent Company for the year was USD 7,700 thousand (2022: loss of
USD 4,620 thousand).
These financial statements were approved by the board of directors on 7 July 2023 and signed on its behalf by:
Ercan Nuri Ergül
Board member
Company registered number: 10629250
The accompanying notes on pages 135 to 222 form part of these financial statements.
212 Global Ports Holding PLC Annual Report 2023
Notes
Share capital
USD ’000
Share based
payment
reserves
USD ’000
Retained
earnings
USD ’000
Total
USD ’000
Balance as at 1 March 2022 811 367 150,239 151,417
Income for the period – – (7,700) (7,700)
Total comprehensive income for the period – – (7,700) (7,700)
Equity settled share-based payment transactions 39 – 59 – 59
Total transactions with owners of the Company 59 59
Balance as at 31 March 2023 811 426 142,539 143,776
Notes
Share capital
USD ’000
Share based
payment
reserves
USD ’000
Retained
earnings
USD ’000
Total
USD ’000
Balance as at 1 March 2021 811 239 145,619 146,669
Income for the period – – 4,620 4,620
Total comprehensive income for the period – – 4,620 4,620
Equity settled share-based payment transactions 39 – 128 – 128
Total transactions with owners of the Company 811 128 4,620 4,748
Balance as at 31 March 2022 811 367 150,239 151,417
The accompanying notes on pages 135 to 222 form part of these financial statements.
Parent Company Statement of changes in equity
For the year ended 31 March 2023 and 31 March 2022
213Global Ports Holding PLC Annual Report 2023
Financial statements Shareholder informationGovernance reportStrategic report
Notes to the Parent Company financial statements
36 Accounting policies
The principal accounting policies are summarised below. They have all been applied consistently throughout
the period.
(a) General information
Global Ports Holding (the “Company”) was incorporated on 20 February 2017 in the United Kingdom under the
Companies Act 2006.
On 17 May 2017, the Company undertook a share for share group restructure and became the 100% parent company
of Global Liman Isletmeleri A.S.
Also on 17 May 2017, the Company and enlarged group completed an IPO and achieved a standard listing on the
London Stock Exchange. The net proceeds received were USD 73,035k.
On 12 July 2017, a reduction of capital and cancellation of the share premium account was approved by the
High Court of Justice of England and Wales (the “Court”), creating distributable reserves of USD 427,029k
for the Company.
The Company is a public company limited by shares and is registered in England and Wales. The address of the
Company’s registered office is 3rd Floor, 35 Albemarle Street, London, United Kingdom W1S 4JD.
(b) Basis of preparation
These financial statements were prepared in accordance with Financial Reporting Standard 102 The Financial
Reporting Standard applicable in the UK and Republic of Ireland (“FRS 102”). All amounts in the financial
statements have been rounded to the nearest USD 1,000.
On incorporation, the Company was determined to have a functional and presentation currency of GBP. These
were changed to USD with effect from 17 May 2017, being the date of the IPO, at which point the Company’s
circumstances changed significantly following the receipt of cash held primarily in USD and the establishment of
dividend policy under which amounts would be received and declared in USD.
In these financial statements, the company is considered to be a qualifying entity (for the purposes of this FRS) and
has applied the exemptions available under FRS 102 in respect of the following disclosures:
• Cash Flow Statement and related notes; and
• Key Management Personnel compensation.
As the consolidated financial statements of the Company include the equivalent disclosures, the Company has also
taken the exemptions under FRS 102 available in respect of the following disclosures:
• Certain disclosures required by FRS 102.11 Basic Financial Instruments and FRS 102.12 Other Financial Instrument
Issues in respect of financial instruments not falling within the fair value accounting rules of Paragraph 36(4)
of Schedule 1.
The accounting policies set out below have, unless otherwise stated, been applied consistently to all periods
presented in these financial statements.
Judgements made by the directors, in the application of these accounting policies that have significant effect on
the financial statements and estimates with a significant risk of material adjustment in the next year are discussed in
note 34.
214 Global Ports Holding PLC Annual Report 2023
36 Accounting policies (continued)
(c) Going concern
The directors have considered estimates of cash flows for a period of at least 12 months from the date of the
approval of the financial statements and have a reasonable expectation that the Company and its subsidiaries have
adequate resources to continue in operational existence. The Company’s resources ultimately depend on the intra
group dividends and management fees received from subsidiaries as there is no operation. Other than the dividends
and management fee revenue, there is no further impact on the parent Company accounts. Based on the conclusion
reached in note 3f of the group accounts, the directors continue to adopt the going concern basis of accounting in
preparing the consolidated financial statements. The financial statements have therefore been prepared using the
going concern basis of accounting.
Refer to note 3(f) for detailed analysis on Group.
(d) Financial instruments
When a financial asset or financial liability is recognised initially, the Company measures it at its fair value, which is
normally the transaction price (including transaction costs except in the initial measurement of financial assets and
liabilities that are measured at fair value through profit or loss).
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements
entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company
after deducting all of its liabilities.
(e) Share-based payment transactions
The grant date fair value of share-based payments awards granted to employees is recognised as an employee
expense, with a corresponding increase in equity, over the period in which the employees become unconditionally
entitled to the awards. The fair value of the awards granted is measured based on a Monte Carlo model, taking into
account the terms and conditions upon which the awards were granted. The amount recognised as an expense is
adjusted to reflect the actual number of awards for which the related service and non-market vesting conditions are
expected to be met, such that the amount ultimately recognised as an expense is based on the number of awards
that do meet the related service and non-market performance conditions at the vesting date. For share-based
payment awards with non-vesting conditions, the grant date fair value of the share-based payment is measured to
reflect such conditions and there is no true-up for differences between expected and actual outcomes.
(f) Short-term debtors and creditors
Debtors and creditors with no stated interest rate and receivable or payable within one year are recorded at
transaction price. Where intercompany loans receivable and payable are repayable on demand, they are treated
as short term debtors and creditors. Any losses arising from impairment are recognised in the income statement in
other operating expenses.
(g) Investments
Investments are carried at cost less accumulated impairment. As permitted by Section 615 of the Companies Act
2006 and FRS 102, the cost of the Company’s investments in Global Ports Holding Cruise Port Finance Ltd, and
GPH Americas have been measured at the nominal value (USD 139,405,189, and USD 5,000, respectively) of the
shares issued by the Company in consideration, reflecting the application of group reconstruction relief to that
issue of shares.
(h) Investments in jointly controlled entities
Investments in jointly controlled entities are carried at cost less accumulated impairment.
(i) Impairment excluding stocks and deferred tax assets
Financial assets (including trade and other debtors)
A financial asset not carried at fair value through profit or loss is assessed at each reporting date to determine
whether there is objective evidence that it is impaired. A financial asset is impaired if objective evidence indicates
that a loss event has occurred after the initial recognition of the asset, and that the loss event had a negative effect
on the estimated future cash flows of that asset that can be estimated reliably.
Notes to the Parent Company financial statements continued
215Global Ports Holding PLC Annual Report 2023
Financial statements Shareholder informationGovernance reportStrategic report
An impairment loss in respect of a financial asset measured at amortised cost is calculated as the difference
between its carrying amount and the present value of the estimated future cash flows discounted at the asset’s
original effective interest rate. For financial instruments measured at cost less impairment an impairment is
calculated as the difference between its carrying amount and the best estimate of the amount that the Company
would receive for the asset if it were to be sold at the reporting date. Interest on the impaired asset continues to
be recognised through the unwinding of the discount. Impairment losses are recognised in profit or loss. When a
subsequent event causes the amount of impairment loss to decrease, the decrease in impairment loss is reversed
through profit or loss.
Non-financial assets
The investment balance is carried at historical cost less any provision for impairment. Each reporting period, the
carrying value of the investment in GLI is compared to its recoverable amount, which is assessed with reference
to the discounted cash flow forecasts generated by the underlying operations of the subsidiaries represented by
the investment. The discounted cash flow forecasts are adjusted to reflect the requirements of IAS 36 “Impairment
of Non-Current Assets”. An impairment loss is recognised if the carrying amount of the investment exceeds the
estimate of its recoverable amount.
Impairment losses recognised in prior periods are assessed at each reporting date for any indications that the loss
has decreased or no longer exists.
(j) Operating lease commitments
The Group has entered into commercial property leases as a lessee it obtains use of property, plant and equipment.
The classification of such leases as operating or finance lease requires the Group to determine, based on an
evaluation of the terms and conditions of the arrangements, whether it retains or acquires the significant risks
and rewards of ownership of these assets and accordingly whether the lease requires an asset and liability to be
recognised in the statement of financial position.
(k) Taxation
Current tax, including UK corporation tax and foreign tax, is provided at amounts expected to be paid (or
recovered) using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
A provision is recognised for those matters for which the tax determination is uncertain but it is considered
probable that there will be a future outflow of funds to a tax authority. The provisions are measured at the
best estimate of the amount expected to become payable. The assessment is based on the judgement of tax
professionals within the Company supported by previous experience in respect of such activities and in certain
cases based on specialist independent tax advice.
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance
sheet date where transactions or events that result in an obligation to pay more tax in the future or a right to pay less
tax in the future have occurred at the balance sheet date. Timing differences are differences between the Company’s
taxable profits and its results as stated in the financial statements that arise from the inclusion of gains and losses in
tax assessments in periods different from those in which they are recognised in the financial statements.
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that, on the basis of all
available evidence, it can be regarded as more likely than not that there will be suitable taxable profits from which
the future reversal of the underlying timing differences can be deducted.
Deferred tax liabilities are recognised for timing differences arising from investments in subsidiaries and associates,
except where the Company is able to control the reversal of the timing difference and it is probable that it will not
reverse in the future.
Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the
balance sheet date that are expected to apply to the reversal of the timing difference. Deferred tax relating to
non-depreciable property, plant and equipment measured using the revaluation model and investment property
is measured using the tax rates and allowances that apply to sale of the asset. In other cases, the measurement
of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which
the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets
and liabilities.
216 Global Ports Holding PLC Annual Report 2023
36 Accounting policies (continued)
Where items recognised in other comprehensive income or equity are chargeable to or deductible for tax purposes,
the resulting current or deferred tax expense or income is presented in the same component of comprehensive
income or equity as the transaction or other event that resulted in the tax expense or income.
Current tax assets and liabilities are offset only when there is a legally enforceable right to set off the amounts and
the Company intends either to settle on a net basis or to realise the asset and settle the liability simultaneously.
Deferred tax assets and liabilities are offset only if: a) the Company has a legally enforceable right to set off current
tax assets against current tax liabilities; and b) the deferred tax assets and deferred tax liabilities relate to income
taxes levied by the same taxation authority on either the same taxable entity or different taxable entities which
intend either to settle current tax liabilities and assets on a net basis, or to realise the assets and settle the liabilities
simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected
to be settled or recovered.
(l) Foreign currencies
The Company records cash flows arising from transactions in a foreign currency in the Company’s functional
currency by applying to the foreign currency amount the exchange rate between the functional currency and the
foreign currency at the date of the cash flow or an exchange rate that approximates the actual rate. Unrealised gains
and losses arising from changes in foreign currency exchange rates are not cash flows. The Company remeasured
cash and cash equivalents held during the reporting period (such as amounts of foreign currency held and foreign
currency bank accounts) at period-end exchange rates. Intercompany receivables and payables are revalued with
period-end exchange rates.
(m) Interest income
Interest income is recognised when it is probable that the economic benefits will flow to the Group and the amount
of revenue can be measured reliably. Interest income is accrued on a time basis, by reference to the principal
outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated
future cash receipts through the expected life of the financial asset to that asset’s net carrying amount on
initial recognition.
37 Critical accounting judgements and key sources of estimation uncertainty
Key sources of estimation uncertainty
(a) Impairment of investments in subsidiaries
Determining whether the Company’s equity investments in subsidiaries have been impaired requires estimations
of the recoverable amount of the investments. Recoverable amount is the higher of fair value less costs of disposal
and value in use. The value in use calculations require the Company to estimate the future cash flows expected to
arise from the investments and suitable discount rates in order to calculate present values. Value in use calculations
requires subjective judgements based on a wide range of variables at a point in time including future passenger
numbers or commercial volumes. Any significant decrease in variables used for value in use calculation is assessed as
an impairment indicator. If the recoverable amount of an investment is estimated to be less than its carrying amount,
the carrying amount of the investment is reduced to its recoverable amount and an impairment loss is recognised in
the income statement. Investment in subsidiaries amounts to USD 139,410 thousand as of 31 March 2023 (31 March
2022: USD 139,410 thousand). No impairment loss has been recognised for the period ended 31 March 2023 and
31 March 2022 (Note 41). For further information please refer to Note 3 (d) in the Group accounts.
38 Staff numbers and costs
The average number of persons employed by the Company (including directors) during the year, analysed by
category, was as follows:
2023 2022
Permanent 4 8
4 8
Notes to the Parent Company financial statements continued
217Global Ports Holding PLC Annual Report 2023
Financial statements Shareholder informationGovernance reportStrategic report
The aggregate payroll costs of these persons were as follows:
2023
USD’000
2022
USD’000
Employee benefits 3,021 1,874
– Wages and salaries 2,661 1,708
– Social security contributions – –
– Overtime & Bonuses paid 301 38
– Equity-settled share-based payment arrangements 59 128
39 Share based payment arrangements
At 31 March 2023 and 31 March 2022, the Group had an equity settled share option program. Details presented on
Note 25.
40 Auditor’s remuneration
Fees payable to auditor and their associates for non-audit services to the Company are not required to be disclosed
because the consolidated financial statements of the parent company are required to disclose such fees on a
consolidated basis.
41 Investments in subsidiaries
2023
USD ’000
2022
USD ’000
GPH CPF/Global Liman A.S 139,405 139,405
GPH Americas 5 5
Total 139,410 139,410
Investments
The Company has investments directly or indirectly in the following subsidiary undertakings, associates and other
significant investments.
All Subsidiaries have regular shares, without any privileged shareholding structure, except Nassau Cruise Port,
in which Company has Type A shares, which allows company to assign 5 out of 7 Board members, while board
decisions require a simple majority.
Global Ports Destination Services Ltd (Company no. 12367368) and Global Ports Americas Holding Limited
(Company no. 13513007) are entitled to and have taken advantage of the exemption from statutory audit conferred
under section 479A of the Companies Act 2006.
218 Global Ports Holding PLC Annual Report 2023
41 Investments (continued)
Name of the Company Registered office address Holding %
Global Liman A.S. Büyükdere Cad. No:193 Levent 193 Plaza Giriş kat 34394
Şişli, İstanbul, Turkey
Intermediary
Holding Company
100.0
Global Ports Destination Services* 35 Albemarle Street 3rd Floor, London W1S 4JD,
United Kingdom
Intermediary
Holding Company
100.0
GPH Cruise Port Finance Ltd.* 35 Albemarle Street 3rd Floor, London W1S 4JD
United Kingdom
Intermediary
Holding Company
100.0
Port Finance Investment Ltd. 35 Albemarle Street 3rd Floor, London W1S 4JD
United Kingdom
Intermediary
Holding Company
100.0
Global Ports Americas Holding Ltd. *35 Albemarle Street 3rd Floor, London W1S 4JD,
United Kingdom
Intermediary
Holding Company
100.0
Ege Liman İşletmeleri A.Ş. Büyükdere Cad. No:193 Levent 193 Plaza Giriş kat 34394
Şişli, İstanbul, Turkey
Subsidiary 72.5
Bodrum Liman İşletmeleri A.Ş. Büyükdere Cad. No:193 Levent 193 Plaza Giriş kat 34394
Şişli, İstanbul, Turkey
Subsidiary 60.0
AD Port of Adria – Bar Obala 13 jula, Bar – Montenegro Subsidiary 63.2
Barcelona Port Investments, S.L World Trade Center 08039 Barcelona – Spain Subsidiary 62.0
Creuers del Port de Barcelona, S.A. Estacio Maritima Nord Atell WTC 08039 Barcelona –
Spain
Subsidiary 62.0
Cruceros Malaga, S.A. Estación Marítima de Levante 29001 Málaga – Spain Subsidiary 62.0
Global Ports Tarragona S.L. Travessera de Gracia 11, 5a, 08021 Barcelona – Spain Subsidiary 100.0
Global Ports Services Med S.L. 35 Albemarle Street 3rd Floor, London W1S 4JD,
United Kingdom
Subsidiary 100.0
Global Ports Canary Islands S.L. Muelle Leon y Castillo, 35008 Las Palmas de Gran
Canaria – Spain
Subsidiary 80.0
Global Ports Alicante S.L. Estacio Maritima Sur Delle Muelle de Barcelona WTC
08039 Barcelona – Spain
Subsidiary 80.0
GPH (Kalundborg) ApS Tuborg Boulevard 1, 2900, Hellerup – Denmark Subsidiary 100.0
Global Ports Netherlands B.V. Prins Bernhardplein 200, 1097 JB Amsterdam,
Netherlands
Subsidiary 100.0
Global Ports Europe B.V Prins Bernhardplein 200, 1097 JB Amsterdam,
Netherlands
Subsidiary 100.0
Global Ports Mediterranean Ltd ML DE BCN, Ed. World Trade Center, Est. Maritima Sur
Barcelona
Subsidiary 100.0
Shore Handling C/ Les Rafeletes, 1 Planta Entlo. 07015, Palma de Mallorca,
Spain
Subsidiary 51.0
Balearic Handling C/ Gordillo, 13, 7ª Planta, 35008 Las Palmas de Gran
Canaria, Spain
Subsidiary 51.0
Global Ports Melita Ltd. Suite 21, Block A, Il-Pjazzetta, Tower Road Sliema Malta Subsidiary 100.0
Valletta Cruise Port PLC 45/46 Pinto Wharf Floriana FRN 1913 Subsidiary 55.6
Travel Shopping Ltd. 45/46 Pinto Wharf Floriana FRN 1913 Subsidiary 50.0
GPH Malta Finance PLC 45/46 Pinto Wharf Floriana FRN 1913 Subsidiary 100.0
Port Operation Holding Srl Viale Andrea Doria 7 Milano –20124 Italy Subsidiary 100.0
Port Operations Services
(Cyprus) Ltd.
10-12 Florinis Street, STADYL Building
4th Floor Nicosia, 1065 Cyprus
Subsidiary 95.0
Ravenna Terminali Passegeri Srl Porto Corsini
48123 Ravenna, Italy
Subsidiary 100.0
Catania Cruise Terminal Srl Terminal Crociere sporgente centrale – Porto
95121 Catania
Subsidiary 63.2
Cagliari Cruise Port Srl Molo Rinascita – Porto
09123 Cagliari – Italy
Subsidiary 70.9
Taranto Cruise Port Srl Viale Andrea Doria 7 Milano –20124 Italy Subsidiary 100.0
Crotone Cruise Port Srl. Subsidiary 100.0
Notes to the Parent Company financial statements continued
219Global Ports Holding PLC Annual Report 2023
Financial statements Shareholder informationGovernance reportStrategic report
Name of the Company Registered office address Holding %
Zadar International Port Operations
d.o.o.
Ulica Tadije Smičiklasa 21/II, Zagreb, Croatia Subsidiary 100.0
GPH (Americas) Ltd Lyford Manor (West Bldg), Western Road, Lyford Cay
P. O. Box CB-13007, Nassau, The Bahamas
Subsidiary 100.0
GPH (Bahamas) Ltd Lyford Manor (West Bldg), Western Road, Lyford Cay
P. O. Box CB-13007, Nassau, The Bahamas
Subsidiary 100.0
Nassau Cruise Port Ltd Lyford Manor (West Bldg), Western Road, Lyford Cay
P. O. Box CB-13007, Nassau, The Bahamas
Subsidiary 49.0
GPH (Antigua) Ltd No.11, Old Parham Road, St John’s, Antigua, West Indies Subsidiary 100.0
Global Depolama A.Ş.
Rıhtım Caddesi No: 51
Karaköy 34425 Istanbul – Turkey Subsidiary 100.0
Goulette Cruise Holding Ltd. 100 New Bridge Street EC4V 6JA, London
United Kingdom
Joint Venture 50.0
LCT – Lisbon Cruise Terminals, LDA Rua Da Instituto Industrial, 18 1E
1200 225 Lisboa
Associate 46.2
SATS – Creuers Cruise Services Pte.
Ltd.
61 Marina Coastal Drive
Singapore, 018947
Associate 24.8
Venezia Investimenti Srl. Via Cappuccina N 20 Venezia Mestre, 30174 Italy Associate 25.0
La Spezia Cruise Facility Srl. Viale San Bartolomeo, 109 19126 La Spezia Associate 28.5
Pelican Peak Investment Inc. 3200 – 650 West georgia street Vancouver BC
V6B 4P7 Canada
Associate 10.2
* Company is controlled directly by GPH PLC.
Subsidiary undertakings
USD ’000
Cost
At 1 April 2022 139,410
Impairment –
At 31 March 2023 139,410
Carrying value 139,410
42 Investments in jointly controlled entities
2023
USD ’000
2022
USD ’000
Goulette Cruise Holding (Note 15) 65 65
Total 65 65
43 Prepayments
Short term prepayments comprise of advances given to consultants as per the agreement for project basis due
diligence works.
44 Called up share capital and reserves
2023
USD ’000
2022
USD ’000
Allotted, called up and fully-paid
62,826,963 ordinary shares of £0.01 each
811 811
The Company has one class of ordinary shares which carry no right to fixed income. The ordinary shares carry
full voting rights and the right to receive dividends. The ordinary shares do not confer any right of redemption. In
connection with the new refinancing, the Company has issued warrants over its shares. Refer to note 23(i).
220 Global Ports Holding PLC Annual Report 2023
45 Obligations under leases and hire purchase contracts
The Company used operational lease to rent its office at third floor offices at 34 Brook Street London. This lease has
no purchase options and escalation clauses.
Future minimum rentals payable under non-cancellable operating leases are as follows:
2023
USD ’000
2022
USD ’000
Within one year – 241
In two to five years – –
Total – 241
USD 235 thousand has been recorded as rent expense in the current year (2022: USD 184 thousand).
46 Related party transactions
Directors’ transactions
Key management personnel comprised the members of the Board. For the year ended 31 March 2023 and 31 March
2022, details of benefits to key management personnel comprised the following:
2023
(USD ‘000)
2022
(USD ‘000)
Salaries and attendance fees 1,889 857
Bonus – –
Total 1,889 857
Other related party transactions
The related parties of the Company which are disclosed in this note comprised the following:
31.03.2023
Current Relationship
Amounts
due from
USD ’000
Amounts
owing to
USD ’000
Global Yatırım Holding A.Ş.
1
Parent company – 27,679
Global Liman İşletmeleri A.Ş. Subsidiary 1,132 –
GPH Cruise Port Finance
2
Subsidiary – 18,472
GP Malta Finance Ltd Subsidiary – 19,177
Global Ports Melita Subsidiary – 900
Valetta Cruise Port Subsidiary – 41
Global Ports Europe B.V.
3
Subsidiary 6,233 –
GP Netherlands B.V. Subsidiary 33
GPH Group Ports
4, 5
Subsidiaries 1,990
Global Ports Destination Services Subsidiary 3 –
Port Operations Services (Cyprus) Subsidiary 42 –
Antigua Cruise Port
6
Subsidiary 27,536 –
GP-Med Subsidiary 1,320 –
GP Americas Subsidiary 5,979
Goulette Cruise Port
5
Joint Venture 238 –
Lisbon Cruise Terminals
5
Associate 21 –
Mehmet Kutman Chairman – 1,286
Ayşegül Bensel Member of BoD – 690
Total 44,527 68,245
Non-current
Goulette Cruise Port
7
Joint Venture 9,315 –
Total 9,315 –
1 The Company is using consultancy services from its ultimate owner for business development and other matters, and receives long-term
subordinated financing for financing requirements of subsidiaries and project expenses.
2 Management has decided to transfer a significant portion of payables to Global Liman to GPH Cruise Port Finance (fully owned holding subsidiary)
as a result of refinancing Eurobond on GLI and restructuring of the Group.
3 Company is financing its subsidiary for the repayment of its debt. Yearly interest of 4.5% is charged to the subsidiary.
4 Company has issued invoices to subsidiaries for the marketing effort spent.
5 Company issued management fees to its subsidiary for services given and expertise shared with the subsidiary.
6 Company has given loans to fulfil financial requirements of Antigua Cruise Port.
7 Company had provided a long-term loan to its JV for financing the acquisition and financing of operations in Goulette Cruise Company.
Notes to the Parent Company financial statements continued
221Global Ports Holding PLC Annual Report 2023
Financial statements Shareholder informationGovernance reportStrategic report
31.03.2022
Current Relationship
Amounts
due from
USD ’000
Amounts
owing to
USD ’000
Global Yatırım Holding A.Ş.
1
Parent company – 4,024
Global Liman İşletmeleri A.Ş.
2
Subsidiary – 5,211
GPH Cruise Port Finance
3
Subsidiary – 20,121
Global Ports Europe B.V.
4
Subsidiary 6,506 –
Antigua Cruise Port
7
Subsidiary 22,109 –
GPH Group Ports
5, 6
Subsidiaries 2,871 –
Global Ports Destination Services Subsidiary 3 –
Port Operations Services (Cyprus) Subsidiary 23 –
Lisbon Cruise Terminals
5
Associate 21 –
Sats Creuers Cruise Services
5
Associate 8 –
Goulette Cruise Port
5
Joint Venture 21 –
GP-Med Subsidiary 1,318 –
Mehmet Kutman Chairman – 105
Ayşegül Bensel Member of BoD – 222
Total 32,880 29,683
Non-current
Goulette Cruise Port
8
Joint Venture 8,845 –
Total 8,845 –
1 Company is using consultancy from its ultimate owner for business development.
2 Global Liman (fully owned holding subsidiary) paid advance dividend to the Company for acquisition and all relevant transactions made by
the Company
3 Management has decided to transfer significant portion of payables to Global Liman to GPH Cruise Port Finance (fully owned holding subsidiary)
as a result of refinancing Eurobond on GLI and restructuring of the Group.
4 Company is financing its subsidiary for the repayment of its debt. Yearly interest of 4.5% is charged to subsidiary.
5 Company has issued invoice to subsidiaries for the marketing effort spent.
6 Company issued management fees to its subsidiary for services given and expertise shared with the subsidiary.
7 Company has given loans to fulfil financial requirements of Antigua Cruise Port.
8 Company had provided a long-term loan to its JV for financing the acquisition of Goulette Cruise Company.
For the year ended 31 March 2023 and 31 March 2022, transactions with other related parties comprised the following:
2023 2022
(USD ‘000)
Rent
Income
Interest
Income
Management
Fees
Rent
Income
Interest
Income
Management
Fees
Goulette Cruise Port – 348 – – 362 –
GPH Group Ports – 1,906 5,075 – – 5,064
Global Liman – – – – – 441
Global Yatırım Holding – – – 168 – –
Total – 2,254 5,075 168 362 5,505
2023 2022
(USD ‘000)
Project
Expenses
Interest
Expense Other
Project
Expenses
Interest
Expense Other
Global Yatırım Holding 3,311 1,545 – – 214 –
Global Liman – – – – – 158
Total 3,311 1,545 – – 214 158
47 Dividends on equity shares
The Board of the Company decided to suspend dividends. with a resolution dated March 2020,No dividend
distribution was made during the financial year ended 31 March 2023 or 31 March 2022.
222 Global Ports Holding PLC Annual Report 2023
48 Controlling party
In the opinion of the Directors, the Company’s ultimate parent Company is Global Yatırım Holding A.Ş. “GYH”, a
Company incorporated in Turkey. The parent undertaking of the largest group, which includes the Company and for
which group accounts are prepared, is Global Yatırım Holding A.Ş., a Company incorporated and public company in
Turkey, Esentepe Mahallesi Büyükdere Caddesi 193 No:2 Şişli/İstanbul.
Mr. Mehmet Kutman, chairman of GYH, with his shares in Turkcom A.Ş., controls the Company as a result of
controlling, directly or indirectly 21.4 per cent of the issued share capital of GYH as of 11 March 2023. Refer to note
46 for further details on related parties.
49 Events after balance sheet date
None.
Notes to the Parent Company financial statements continued
223Global Ports Holding PLC Annual Report 2023
Financial statements Shareholder informationGovernance reportStrategic report
Glossary of alternative performance measures (APM)
These financial statements includes certain measures to assess the financial performance of the Group’s business
that are termed “non-IFRS measures” because they exclude amounts that are included in, or include amounts that
are excluded from, the most directly comparable measure calculated and presented in accordance with IFRS, or
are calculated using financial measures that are not calculated in accordance with IFRS. These non-GAAP measures
comprise the following;
Segmental EBITDA
Segmental EBITDA calculated as income/(loss) before tax after adding back: interest; depreciation; amortization;
unallocated expenses; and specific adjusting items.
Management evaluates segmental performance based on Segmental EBITDA. This is done to reflect the fact that
there is a variety of financing structures in place both at a port and Group-level, and the nature of the port operating
right intangible assets vary by port depending on which concessions were acquired versus awarded, and which fall
to be treated under IFRIC 12. As such, management considers monitoring performance in this way, using Segmental
EBITDA, gives a more comparable basis for profitability between the portfolio of ports and a metric closer to
net cash generation. Excluding project costs for acquisitions and one-off transactions such as project specific
development expenses as well as unallocated expenses, gives a more comparable year-on-year measure of port-
level trading performance.
Management is using Segmental EBITDA for evaluating each port and group-level performances on operational
level. As per management’s view, some specific adjusting items included on the computation of Segmental EBITDA.
Specific adjusting items
The Group presents specific adjusting items separately. For proper evaluation of individual ports financial
performance and consolidated financial statements, Management considers disclosing specific adjusting items
separately because of their size and nature. These expenses and income include project expenses; being the
costs of specific M&A activities, the costs associated with appraising and securing new and potential future port
agreements which should not be considered when assessing the underlying trading performance and the costs
related to the refinancing of Group debts, the replacement provisions, being provision created for replacement
of fixed assets which does not include regular maintenance, other provisions and reversals related to provisions
provided, being related to unexpected non-operational transactions, impairment losses, construction accounting
margin, being related to IFRIC 12 computation and main business of the Group is operating ports rather than
construction, employee termination expenses, income from insurance repayments, income from scrap sales, gain/
loss on sale of securities, other provision expenses, redundancy expenses and donations and grants.
Specific adjusting items comprised as following,
Year ended
31 March 2023
(USD ‘000)
Year ended
31 March 2022
(USD ‘000)
Project expenses 11,201 7,897
Employee termination expenses 344 205
Replacement provisions 298 671
Provisions/(reversal of provisions)* 680 2,820
Impairment losses 659 –
Construction accounting margin (1,928) (1,762)
Other expenses/(income) 1,645 821
Specific adjusting items 12,899 10,652
* This figure composed of expected impairment losses on receivables, provision expenses excluding vacation pay and replacement provisions (refer
note 30), impairment losses related to assets (refer note 13) and impairment losses on receivables of Equity accounted investees (refer note 18).
224 Global Ports Holding PLC Annual Report 2023
Adjusted EBITDA
Adjusted EBITDA calculated as Segmental EBITDA less unallocated (holding company) expenses.
Management uses Adjusted EBITDA measure to evaluate Group’s consolidated performance on an “as-is” basis
with respect to the existing portfolio of ports. Notably excluded from Adjusted EBITDA, the costs of specific M&A
activities and the costs associated with appraising and securing new and potential future port agreements. M&A
and project development are key elements of the Group’s strategy in the Cruise segment. Project lead times and
upfront expenses for projects can be significant, however these expenses (as well as expenses related to raising
financing such as IPO or acquisition financing) do not relate to the current portfolio of ports but to future EBITDA
potential. Accordingly, these expenses would distort Adjusted EBITDA which management is using to monitor the
existing portfolio’s performance.
A full reconciliation for Segmental EBITDA and Adjusted EBITDA to profit before tax is provided in the Segment
Reporting Note 5 to these financial statements.
Underlying Profit
Management uses this measure to evaluate the normalised profitability of the Group to exclude the specific non-
recurring expenses and income, non-cash foreign exchange transactions, and adjusted for the non-cash port
intangibles amortisation charge, giving a measure closer to actual net cash generation, which the directors’ consider
a key benchmark in making the dividend decision.
Underlying Profit is calculated as profit/(loss) for the year after adding back: amortization expense in relation to
Port Operation Rights, non-cash provisional income and expenses, non-cash foreign exchange transactions and
specific non-recurring expenses and income.
Adjusted earnings per share
Adjusted earnings per share is calculated as underlying profit divided by weighted average per share.
Management uses these measures to evaluate the profitability of the Group normalised to exclude the gain on
reversal of provisions, non-cash provisional income and expenses, gain or loss on foreign currency translation
on equity, unhedged portion of investment hedging on Global Liman, adjusted for the non-cash port intangibles
amortisation charge, and adjusted for change in accounting policies, giving a measure closer to actual net cash
generation, which the directors’ consider a key benchmark in making the dividend decision. Management decided
this year that in the light of a more meaningful presentation of the underlying profit, the unhedged portion of the
investment hedge on Global Liman and any gain or loss on foreign currency translation on equity as explained in
note 14 have been excluded.
Underlying profit and adjusted earnings per share computed as following;
Year ended
31 March 2023
(USD ‘000)
Year ended
31 March 2022
(USD ‘000)
(Loss)/Profit for the Period, net of IFRS 16 impact (10,549) (44,540)
Impact of IFRS 16 1,875 (2,566)
(Loss)/Profit for the Period (8,674) (47,106)
Amortisation of port operating rights/RoU asset/Investment Property 19,747 20,739
Non-cash provisional (income)/expenses* 1,322 3,697
Impairment losses 659 –
Unhedged portion of Investment hedging on Global Liman (note 14) – 3,354
(Gain)/loss on foreign currency translation on equity (note 14) 412 1,330
Underlying Profit/(Loss) 13,466 (17,987)
Weighted average number of shares 62,826,963 62,826,963
Adjusted earnings per share (pence) 21.43 (28.63)
* This figure composed of employee termination expense, replacement provision, and provisions/(reversal of provisions) under specific
adjusting items.
Glossary of alternative performance measures (APM) continued
225Global Ports Holding PLC Annual Report 2023
Financial statements Shareholder informationGovernance reportStrategic report
Net debt
Net debt comprises total borrowings (bank loans, Eurobond and finance leases net of accrued tax) less cash, cash
equivalents and short term investments.
Management includes short term investments into the definition of Net Debt, because these short-term investment
are comprised of marketable securities which can be quickly converted into cash.
Net debt comprised as following:
Year ended
31 March 2023
(USD ‘000)
Year ended
31 March 2022
(USD ‘000)
Current loans and borrowings 66,488 75,998
Non-current loans and borrowings 605,954 522,590
Gross debt 672,442 598,588
Lease liabilities recognized due to IFRS 16 application (60,143) (63,883)
Gross debt, net of IFRS 16 impact 612,299 534,705
Cash and bank balances (118,201) (99,687)
Short term financial investments (65) (55)
Net debt 494,033 434,963
Equity 35,297 50,397
Net debt to Equity ratio 14.00 8.63
Leverage ratio
Leverage ratio is used by management to monitor available credit capacity of the Group.
Leverage ratio is computed by dividing gross debt to Adjusted EBITDA.
Leverage ratio computation is made as follows;
Year ended
31 March 2023
(USD ‘000)
Year ended
31 March 2022
(USD ‘000)
Gross debt 642,442 598,588
Lease liabilities recognised due to IFRS 16 application (60,143) (63,883)
Gross debt, net of IFRS 16 impact 612,299 534,705
Adjusted EBITDA 72,677 7,010
Impact of IFRS 16 on EBITDA (5,008) (5,205)
Adjusted EBITDA, net of IFRS 16 impact 67,669 1,805
Leverage ratio 9.0 296.1
CAPEX
CAPEX represents the recurring level of capital expenditure required by the Group excluding M&A related
capital expenditure.
CAPEX computed as ‘Acquisition of property and equipment’ and ‘Acquisition of intangible assets’ per the
cash flow statement.
Year ended
31 March 2023
(USD ‘000)
Year ended
31 March 2022
(USD ‘000)
Acquisition of property and equipment 4,327 5,434
Acquisition of intangible assets 96,583 89,199
CAPEX 100,910 94,633
226 Global Ports Holding PLC Annual Report 2023
Cash conversion ratio
Cash conversion ratio represents a measure of cash generation after taking account of on-going capital expenditure
required to maintain the existing portfolio of ports.
It is computed as Adjusted EBITDA less CAPEX divided by Adjusted EBITDA.
Year ended
31 March 2023
(USD ‘000)
Year ended
31 March 2022
(USD ‘000)
Adjusted EBITDA 72,677 7,010
Impact of IFRS 16 on EBITDA (5,008) (5,205)
Adjusted EBITDA, net of IFRS 16 impact 67,669 1,805
CAPEX (100,910) (94,633)
Cash converted after CAPEX (33,211) (92,828)
Cash conversion ratio 49.08% 5142.83%
Hard currency
Management uses the term hard currency to refer to those currencies that historically have been less susceptible to
exchange rate volatility. For the year ended 31 March 2023 and 2022, the relevant hard currencies for the Group are
US Dollar, Canadian Dollar, Euro, Denmark Krona and Singaporean Dollar.
Glossary of alternative performance measures (APM) continued
227Global Ports Holding PLC Annual Report 2023
Financial statements Shareholder informationGovernance reportStrategic report
Company information
Company offices:
Registered office:
3rd Floor
35 Albemarle Street
London
W1S 4JD
United Kingdom
Head office:
Büyükdere Cad. No:193 Levent
193 Plaza 34394 Istanbul
Turkey
Auditor and advisers:
Auditor:
PKF Littlejohn LLP
15 Westferry Circus
Canary Wharf
London E14 4HD
United Kingdom
Registrar:
Equiniti Limited
Aspect House
Spencer Road
Lancing
BN99 6DA
United Kingdom
Legal advisers to the Company
on English and US law:
Hogan Lovells International LLP
Atlantic House
Holborn Viaduct
London EC1A 2FG
Corporate brokers:
Berenberg
60 Threadneedle Street
London
EC2R 8HP
United Kingdom
Shore Capital
Cassini House
57 St James’s Street
London SW1A 1LD
United Kingdom
228 Global Ports Holding PLC Annual Report 2023
Notes
Printed on material from well-managed, FSC certified forests
and other controlled sources. This publication was printed by
an FSC certified printer that holds an ISO 14001 certification.
100% of the inks used are HP Indigo ElectroInk which
complies with RoHS legislation and meets the chemical
requirements of the Nordic Ecolabel (Nordic Swan) for
printing companies, 95% of press chemicals are recycled
for further use and, on average 99% of any waste associated
with this production will be recycled and the remaining 1%
used to generate energy.
The paper is Carbon Balanced with World Land Trust,
an international conservation charity, who offset carbon
emissions through the purchase and preservation of high
conservation value land. Through protecting standing
forests, under threat of clearance, carbon is locked-in,
that would otherwise be released.
Global Ports Holding PLC Annual Report 2023
www.globalportsholding.com