ANNUAL REPORT 2022
Ocean Wilsons Holdings Limited - Annual Report 2022
About Ocean Wilsons Holdings Limited
Ocean Wilsons Holdings Limited (“Ocean Wilsons” or the “Company”) is a Bermuda
investment holding company which, through its subsidiaries, holds a portfolio of
international investments and operates a maritime services company in Brazil. The
Company is listed on both the London Stock Exchange and the Bermuda Stock
Exchange.
Principal Activities
The Company’s principal activities are the management of a diverse global
investment portfolio and the provision of maritime and logistics services in Brazil.
Ocean Wilsons has two operating subsidiaries: Ocean Wilsons (Investments)
Limited (“OWIL”) and Wilson Sons Holdings Brasil S.A. (“Wilson Sons”) (together
with the Company and their subsidiaries, the “Group”).
The Company owns 57% of Wilson Sons which is fully consolidated in the financial
statements with a 43% non-controlling interest. Wilson Sons is one of the largest
providers of maritime services in Brazil with activities including towage, container
terminals, offshore oil and gas support services, small vessel construction, logistics
and ship agency.
Objective
The Company’s objective is to focus on long-term value creation through both the
investment portfolio and the investment in Wilson Sons. This longer-term view
directs an OWIL investment strategy of a balanced thematic portfolio of funds
leveraging our long-standing investment market relationships and through detailed
insights and analysis. The Wilson Sons strategy focuses on providing best in class
or innovative solutions in a rapidly growing maritime logistics market.
Contents
02
DATA
HIGHLIGHTS
35
SECTION THREE
TASK FORCE ON CLIMATE RELATED FINANCIAL
DISCLOSURES
05
SECTION ONE
STRATEGIC REPORT
06 Chair’s Statement
08 Business Review
12 Financial Report
14 Risk Management
17
SECTION TWO
GOVERNANCE REPORT
18 Report of the Directors
24 Nomination Committee Report
26 Remuneration and Management Oversight Committee
Report
28 Audit and Risk Committee Report
31 Corporate and Social Responsibility
33 Directors’ Responsibility
41
SECTION FOUR
CONSOLIDATED FINANCIAL STATEMENTS
42 Independent Auditor’s Report
50 Consolidated Statement of Profit or Loss and Other
Comprehensive Income
51 Consolidated Statement of Financial Position
52 Consolidated Statement of Changes in Equity
53 Consolidated Statement of Cash Flow
54 Notes to the Consolidated Financial Statements
96 Statistical Statement (Unaudited)
97
SECTION FIVE
SHAREHOLDER INFORMATION
98 Directory
99 Notice of Annual General Meeting
100 Form of Proxy
Ocean Wilsons Holdings Limited - Annual Report 2022
2
2022 Data Highlights
Key Data
AT 31 DECEMBER
IN US$ MILLIONS
Revenue
$440.1
2021: 396.4
Change: +11.0%
Operating Profit
$112.1
2021: 97.0
Change: +15.6%
Profit after tax
$11.5
2021: 82.5
Change: -86.1%
Investment portfolio net
return
$(51.0)
2021: 44.5
Change: ($95.5)
Net debt
$442.3
2021: 440.9
Change: +0.3%
Investment portfolio
assets
$293.8
2021: 351.8
Change: ($58.0)
Net cash inflow from
operating activities
$97.1
2021: 106.1
Change: -8.5%
Net assets
$754.1
2021: 783.7
Change: -3.8%
3
Share Data
AT 31 DECEMBER
Earnings per share
(USD)
(52.8) c
2021: 180.1 c
Change: (232.9) c
Proposed/Actual dividend
per share (USD)
70 c
2021: 70 c
Change: -
Share price discount to net
asset value
50.5%
2021: 41.6%
Change: -8.9%
Implied net asset value
per share * (GBP)
18.78
2021: 15.95
Change: +17.7%
Share price
(GBP)
9.30
2021: 9.32
Change: -0.2%
* net asset value per share of Ocean Wilsons based on the market value of each operating subsidiary
SECTION TWO
4 Ocean Wilsons Holdings Limited - Annual Report 2022
5
Strategic
Report
SECTION ONE
Ocean Wilsons Holdings Limited - Annual Report 2022
6
SECTION ONE - Strategic Report
The Chair’s Statement
I am delighted to report that, in spite of a challenging 2022,
the business has navigated the year with confidence and
delivered both strong operational results and investment
returns that are respectable compared to benchmarks.
Elevated risks and uncertainties with respect to the supply
chain challenges and the impacts of the sanctions on
shipping markets, coupled with inflation and the effects of
the fears of recession on global financial markets all had
a dampening effect. Notwithstanding these headwinds,
the Group performed particularly well in our maritime
operations, and our defensive positions minimized losses in
the investment portfolio against index comparatives.
Our investment portfolio was, of course, not immune to the
global market volatility spurred by inflationary fears and
geopolitical instability. However, the portfolio loss of 13.8%
compared favourably to a notional balanced portfolio of
global equities and government bonds, which fell by 18.2%
for the year. In the most challenging investment year in a
decade, it is important to remember that the fundamental
tenet of our investment strategy is the long-term generation
of capital through the cycle. In addition to our equity and
diversifying fund investments, our longstanding relationships
with proven fund managers allows us to access compelling
investment opportunities not always available to others that
support our longer-term views. To reflect this, our portfolio
continues to include a substantial weighting in private equity
funds which are less correlated to equity market volatility and
have outperformed those indices by over 100% since 2014.
Wilson Sons grew revenues despite lower container volumes
as the business benefited from increases in volumes
at its towage and offshore support base divisions. This
rebalancing of product mix allowed Wilson Sons to pivot its
operations and to harden pricing in the towage sector, fill
empty capacity at the offshore support bases and improve
margins to maximize profitability in the container terminals.
Results Overview
At the close of markets on 31 December 2022, the Wilson
Sons’ share price was R$10.81 (US$2.05), resulting in a market
value for the Ocean Wilsons holding of 248,644,000 shares
(57% of Wilson Sons) of US$509.7 million which is equivalent
to US$14.41 (£11.91) per Ocean Wilsons share. This together
with the value of the investment portfolio at 31 December
2022 of US$8.29 results in an implied net asset value per
Ocean Wilsons Holdings Limited share of US$22.69 (£18.78).
The Ocean Wilsons Holdings Limited share price was £9.30
at 31 December 2022.
Earnings per share for the year was a loss of US 52.8 cents
compared with a profit of US 180.1 cents in 2021.
The Financial Report provides further details in relation to
the performance of the Group.
Our Environmental Social and Governance
(ESG) Practices
The Board is committed to driving and implementing
responsible investing policies and operating practices for the
Group. Ocean Wilsons’ ESG practices and related strategy
continued to receive close attention at our Board meetings
over the past year.
The investment portfolio is managed by the investment
manager, Hanseatic Asset Management LBG (“Hansa
Capital”). During the year, Hansa Capital became a signatory
to the internationally recognised United Nations’ Principles
for Responsible Investment in line with the Board’s strategy
to further its ESG commitment within its subsidiaries. While
the Company does not have a specific ESG policy to exclude
investments in companies or sectors, new investments
which the Board believes will further the Company’s long-
term growth objectives are considered with an ESG lens in
addition to other factors. Our Investment Manager follows a
rigorous onboarding process for any new investments which
include a review of the funds’ ESG practices and philosophies.
On the Board’s recent visit to our operations in Brazil, we
were able to witness first-hand Wilson Sons’ continued
commitment to its corporate culture that drives innovation,
sustainability, social and diversity initiatives and strong
governance practices. Part of Wilson Sons’ criteria when
considering expansion and capital investments is the
improvement of the Company’s impact on the environment
and climate, opportunities to improve employee engagement
and to ensure its governance procedures are effective. For
7
example, Wilson Sons recently launched the first two of
six new tugs whose design reduces carbon emissions and
have recently moved into new office space which is smaller
and more energy efficient. Employees are encouraged
to participate in corporate innovation think tanks and
are rewarded when their ideas are implemented through
donations to charities of their choice. These are just a few
examples of the strong sense of commitment to being a
better corporate citizen to all its stakeholders that embodies
the corporate culture at Wilson Sons.
Further details of the Company’s ESG practices and our TCFD
disclosures are presented on page 35.
The Board
I would like to take the opportunity to recognise that after 23
years as the Chair of Ocean Wilsons, José Francisco Gouvêa
Vieira retired at the Annual General Meeting held in May 2022.
On behalf of the Board and the shareholders, I would like to
say thank you for his leadership and many contributions. We
continue to benefit from his knowledge of Brazilian markets
as he maintains his directorship on the Wilson Sons Board.
We wish him well in his future endeavours.
Outlook
The first quarter of 2023, in terms of uncertainty, is
reminiscent of the first quarter of 2022, which saw the
Russian invasion of Ukraine and a commensurate change
in the prevailing world order regarding supply chains, food
security and armed conflict; 2023 has already been jolted
by the effect on the US and global banking sectors from
the demise of Silicon Valley Bank and Signature Bank and
the current uncertainty around Credit Suisse and possible
others. There is much debate as to the mid-term impact
of this on financial markets, but what is clear is that
there continues to be little expectation of predictability.
Our outlook for 2023, in terms of our investment portfolio,
is that there are new opportunities with inflation beginning
to decline, interest rates likely nearing their peak, some
greens shoots of growth, albeit slow, lower valuations and
an expectation that geo-political risks will continue to
be a factor for the longer term. In anticipation of this, we
broadened the investment portfolio by adding more exposure
to value strategies to balance and complement our quality
and growth holdings. The key investment objective for the
portfolio remains unchanged; generate real returns through
long-term capital growth rather than overly responding to
short-term moves in equity markets.
We expect Wilson Sons to continue to leverage its strong
market position in Brazil and seek opportunities to expand its
maritime services and grow market share. Market consensus
is for an easing of the constraints on the global shipping
industry caused by the container shortages and supply chain
interruptions in recent years. The Wilson Sons’ management
team will continue to drive results from its towage and
offshore support bases to offset challenges in the container
terminals sector. Fundamental to the continued success of
Wilson Sons is their commitment to innovation which steers
investment towards new technologies that promote revenue
growth, sustainability and operating efficiency.
There are choppy waters ahead in the global economy,
however the experience of 2022 has demonstrated that
there are always navigation opportunities to be found and the
Board believes that both our divisions are well placed to seek
them out.
Caroline Foulger
Chair
23 March 2023
Ocean Wilsons Holdings Limited - Annual Report 2022
8
SECTION ONE - Strategic Report
Business Review
Investment Manager’s Report
Market Backdrop
After a highly volatile year, the MSCI ACWI + FM, a key
benchmark index, finished down 18.4% with most equity
markets across the world declining. It was a similar story
in bond markets with the Bloomberg Global Treasury index
down 17.5%. The start of the year was fraught with concerns
about growing inflation and increasing interest rates before
Russia’s invasion of Ukraine dominated the news and
impacted global prices of energy and commodities. These
worries over inflation, interest rates and commodity prices
eased slowly through the year, leading to stronger market
performance in the last quarter.
Cumulative Portfolio Returns
2022 2021
3 Years
p.a.
5 Years
p.a.
OWIL -13.8% 16.1% 3.9% 4.3%
OWIL (Net)* -14.7% 14.5% 2.7% 3.1%
Performance
Benchmark** 9.5% 10.0% 7.9% 6.8%
MSCI ACWI + FM NR US$ -18.4% 18.5% 4.0% 5.2%
Bloomberg Global
Treasury TR US$
(Unhedged) -17.5% -6.6% -5.5% -2.4%
MSCI Emerging Markets
NR US$
-20.1% -2.5% -2.7% -1.4%
* Net of management and performance fees. No performance
fees were earned in 2022.
** The OWIL Performance Benchmark is an absolute benchmark
of US CPI Urban Consumers NSA +3% p.a.
Portfolio Commentary
The investment portfolio declined by 13.8% over the year in
contrast to a comparable portfolio represented by a 60:40
composite of the MSCI ACWI + FM index and the Bloomberg
Global Treasury which fell by 18.2%. The portfolio’s absolute
benchmark (US CPI Urban Consumers NSA + 3%), which is
inflation based, returned +9.5%, boosted by rising inflation.
Within the public market equity investments, the MSCI North
American Net Return USD Index declined by 19.5% and the
MSCI Europe Net Return USD Index declined by 15.1%. Long
duration sectors, such as technology, which dominates the
US market, were hit hard by concerns over rising interest
rates while more traditional industries, such as energy,
commodities and utilities, benefited. The market rotation
away from growth stocks towards value stocks drove the
decision to add Beutal Goodman US Value and Schroders
ISF Global Recovery to the portfolio with both performing
positively, returning 1.7% and 13.7%, respectively. Our largest
position, Findlay Park American, declined 21.5% leaving it
slightly behind the US index. Several thematic investments
were more resilient, in terms of the market environment, with
energy and commodities gaining 24.0% and declining 6.1%,
respectively. A new position initiated in Polar Capital Global
Insurance gained 12.9%. Our health care holdings were more
mixed with Worldwide Healthcare Trust down 18.9% while RA
Capital Healthcare fared relatively better, declining 10.5%.
The portfolio’s private market investments were more
resilient with many still seeing their value increasing and
returning significant capital to investors. While there is often
a time lag between public and private markets, several of
our private investments in Europe, healthcare and venture
continue to add value to their portfolios and be able to achieve
strong exits of their portfolio companies. Additionally, many
of our North American funds are now able to purchase assets
at far more attractive prices.
Those of our investments that are designed to be less
correlated to equity markets had a particularly strong
year. The non-directional hedge funds, MKP Opportunity
(+8.9%), Hudson Bay (+3.2%) and Keynes Dynamic Beta
(+10.2%) all finished the year with a positive return as
did the trend-following CTA funds, GAM Systematic Core
Macro and Schroder GAIA BlueTrend. Our investment in
BioPharma Credit, a healthcare secured lending specialist,
also performed well returning 9.9%, as did our long/short
government bond fund, Brevan Howard Absolute Return
Government Bond (+7.5%), with its ability to go short proving
crucial given the broad declines seen in world bond markets.
9
Looking Forward
Despite the rally of the past few months being underpinned
by expectations that inflation and interest rates may have
peaked and that some of the more pessimistic outlooks for
the economy are now looking to be overly cautious, we would
still advocate proceeding with some caution. We are yet to
see a weakening of the economy or corporate earnings,
many important economic indicators are still in expansionary
territory and employment figures remain very strong in many
key markets. With regards to inflation, whilst it is encouraging
that some of the more cyclical factors appear to be rolling
over, there is concern that some of the more structural
factors will be more persistent and challenging to eliminate.
This combination of stronger than expected growth together
with stickier inflation is likely to make it harder for central
banks to cut rates.
It seems likely that markets will face a period of continued
uncertainty. It is very possible that the rally seen at the end
of the year continues in the first part of 2023 with reports of
inflation coming off its highs and global growth bolstered by
China’s reopening process. In contrast, if there is a growing
realisation that inflation will be more permanent than many
believe, then markets may well experience a setback. Weaker
growth would suggest that central bank policy measures
are working, in contrast, stronger growth is likely to lead to
central banks being more aggressive, forcing rates higher,
and ultimately driving economies into a much deeper
recession. Hence, at this stage, while the building blocks are
being put in place for better market conditions, our approach
will be more circumspect with a longer-term view.
Hanseatic Asset Management LBG
March 2023
28.3%
39.1%
14.9%
3.0%
7.6%
7.1%
22.6%
12.2%
11.5%
10.6%
10.6%
10.0%
7.1%
3.8%
3.3%
3.2%
3.0%
1.5%
0.6%
45.7%
13.0%
10.6%
9.9%
7.1%
4.7%
3.2%
3.1%
2.4%
0.4%
SECTOR EXPOSURE GEOGRAPHIC EXPOSUREASSET CLASS ALLOCATION
22.6% Information Technology
12.2% Consumer Discretionary
11.5% Health Care
10.6% Financials
10.6% Diversified
10.0% Industrials
7.1% Cash/Liquidity Funds
3.8% Materials
3.3% Communications Services
3.2% Consumer Staples
3.0% Energy
1.5% Real Estate
0.6% Utilities
45.7% North America
13.0% Asia Pacific ex Japan
10.6% Diversified
9.9% Developed Europe ex UK
7.1% Cash/Liquidity Funds
4.7% Latin America
3.2% UK
3.1% Japan
2.4% Middle East & Africa
0.4% Emerging Europe
28.3% Equities
39.1% Private Equity
14.9% Hedge Funds (directional)
3.0% Bonds
7.6% Hedge Funds (non
directional)
7.1% Cash/Liquidity Funds
Ocean Wilsons Holdings Limited - Annual Report 2022
10
SECTION ONE - Strategic Report
Investment Portfolio at 31 December 2022
Market Value
US$000 % of NAV Primary Focus
Findlay Park American Fund 24,154 8.2 US Equities - Long Only
BlackRock Strategic Equity Hedge Fund 12,920 4.4 Europe Equities - Hedge
Select Equity Offshore, Ltd 10,597 3.6 US Equities - Long Only
NG Capital Partners II, LP 7,465 2.5 Private Assets - Latin America
Pangaea II, LP 6,823 2.3 Private Assets - GEM
BA Beutel Goodman US Value Fund 6,317 2.2 US Equities - Long Only
Stepstone Global Partners VI, LP 6,117 2.1 Private Assets - US Venture Capital
Pershing Square Holdings Ltd 5,836 2.0 US Equities - Long Only
iShares Core MSCI Europe UCITS ETF 5,758 2.0 Europe Equities - Long Only
Schroder ISF Asian Total Return Fund 5,669 1.9 Asia ex-Japan Equities - Long Only
Top 10 Holdings 91,656 31.2
Polar Capital Global Insurance Fund 5,304 1.8 Financials Equities - Long Only
Silver Lake Partners IV, LP 5,304 1.8 Private Assets - Global Technology
Hudson Bay International Fund Ltd 5,266 1.8 Market Neutral - Multi-Strategy
Egerton Long - Short Fund Limited 4,957 1.7 Europe/US Equities - Hedge
NTAsian Discovery Fund 4,948 1.7 Asia ex-Japan Equities - Long Only
KKR Americas XII, LP 4,731 1.6 Private Assets - North America
Navegar I, LP 4,481 1.5 Private Assets - Asia
Indus Japan Long Only Fund 4,226 1.4 Japan Equities - Long Only
iShares Core S&P 500 UCITS ETF 4,165 1.4 US Equities - Long Only
TA Associates XIII-A, LP 4,152 1.4 Private Assets - Global Growth
Top 20 Holdings 139,190 47.4
Baring Asia Private Equity Fund VII, LP 4,101 1.4 Private Assets - Asia
Schroder GAIA BlueTrend 3,771 1.3 Market Neutral - Multi-Strategy
Global Event Partners Ltd 3,647 1.2 Market Neutral - Event-Driven
Silver Lake Partners V, LP 3,616 1.2 Private Assets - Global Technology
Goodhart Partners: Hanjo Fund 3,563 1.2 Japan Equities - Long Only
GAM Star Fund PLC - Disruptive Growth 3,554 1.2 Technology Equities - Long Only
Schroder ISF Global Recovery 3,549 1.2 Market Neutral - Multi-Strategy
GAM Systematic Core Macro (Cayman) Fund 3,342 1.1 Market Neutral - Multi-Strategy
Worldwide Healthcare Trust PLC 3,295 1.1 Healthcare Equities - Long Only
Reverence Capital Partners Opportunities Fund II 3,222 1.1 Private Assets - Financials
Top 30 Holdings 174,850 59.5
Remaining Holdings 98,081 33.4
Cash and cash equivalents 20,895 7.1
TOTAL 293,826 100.0
11
Wilson Sons Management Report
The Wilson Sons 2022 Earnings Report was released on 23 March 2023 and is posted on www.wilsonsons.com.br.
In the report, Mr Fernando Salek, CEO of Wilson Sons, said:
“Wilson Sons’ 2022 revenues of US$440.1 million were 11.0% higher than the prior year (2021: US$396.4 million), and EBITDA
of US$181.8 million (R$939.0 million) was 14.1% above the comparative with resilient towage and logistics results. In R$ terms,
EBITDA increased 9.3% year-over-year.
Towage results rose 4.1% with an increase in average revenue per manoeuvre and special operations. During the year, our
shipyard delivered WS Centaurus and WS Orion, the first two of a six-tugboat series with over 90 tonnes of bollard pull. Both
vessels are in operation serving the largest bulk carriers currently calling at Brazilian ports, with capacities reaching 400,000
tonnes deadweight.
Container terminal results were impacted by the global limited availability of empty containers and logistics bottlenecks
causing vessel call cancellations. However, the situation has started to improve with aggregated volumes up 16.1% year-over-
year in January 2023.
Demand for our offshore energy-linked services improved markedly as vessel turnarounds in our offshore support base division
increased 30.6% over 2021 and operating days in our non-consolidated offshore support vessel joint venture rose 20.1% year-
over-year. In the last quarter of 2022, new support-base contracts were signed with Petronas and 3R Petroleum. Under the
Petrobras support-base contract, PSVs Torda, Biguá and Fulmar also began new four-year operating contracts.
Looking back over the past two years of turmoil to global supply chains created by the pandemic we are pleased to report that
Wilson Sons performed and managed these challenges while continuing growth, ensuring the safety of our employees, and the
continuity of excellent service to our customers and trade flow partners. We continue to advance the world-class performance
of our infrastructure, maintain the safety levels of our operations, and consistently seek opportunities to leverage our market
position, the resilience of our business model and the versatility of our services to challenge and transform maritime transport
for the benefit of all our stakeholders.”
KPIs 2022 2021 Change
Towage
Number of harbour manoeuvres 54,865 54,389 0.9%
Offshore support bases
Number of vessel turnarounds 785 601 30.6%
Number of operating days 6,488 5,400 20.1%
Container terminal – aggregated Volumes
Exports – full containers 254.5 306.2 -16.9%
Imports – full containers 129.3 150.4 -14.0%
Cabotage – full containers 122.7 121.1 1.3%
Inland Navigation – full containers 21.3 22.2 -4.1%
Transhipment – full containers 142.2 160.2 -11.2%
Empty containers 245.8 282.2 -12.9%
Total Volume 915.8 1,042.3 -12.1%
Ocean Wilsons Holdings Limited - Annual Report 2022
12
SECTION ONE - Strategic Report
Financial Report
Operating Profit
Operating profit of US$112.1 million (2021: US$97.0 million)
was US$15.1 million better than the prior year. Operating
margin improved year over year to 25.5% (2021: 24.5%)
principally due to an 11.0% increase in revenues and lower
foreign exchange losses on monetary items.
Operating expenses increased US$31.0 million driven by
higher costs for both raw materials and employee related
costs. Raw materials and consumables used were US$9.0
million higher at US$33.0 million (2021: US$24.0 million).
Employee charges and benefits expenses were US$14.3.
million higher at US$126.3 million (2021: US$112.0 million)
although remained relatively unchanged as a percentage of
revenue at 28.7% (2021: 28.3%). Other operating expenses
increased US$7.8 million to US$106.1 million (2021: US$98.3
million) driven by increases in freight charges and utilities
costs. Depreciation increased to US$62.0 million (2021:
US$58.7 million) due to the planned increases in capital
spending during the year.
Revenue from Maritime Services
Revenue for the year increased by 11.0% to US$440.1
million (2021: US$396.4 million) attributed to higher
towage manoeuvres, growth in the offshore support bases
contracts, warehousing and ship agency services. Harbour
manoeuvre revenues increased 12.8% to US$201.4 million
(2021: US$178.6 million) and the offshore support bases
revenue increased 47.2% to US$10.6 million (2021: US$7.2
million) with the start of new contracts during the year.
Returns on the Investment Portfolio
Returns on the investment portfolio were a loss of US$47.9
million (2021: gain of US$49.5 million) and comprised realised
profits on the disposal of financial assets of US$24.3million
(2021: US$11.9 million), net income from underlying
investments of US$11.8 million (2021: US$3.8 million) and
unrealised losses of US$80.0 million (2021: unrealised gains
of US$33.9 million). Additionally, the only Russia focused
investment was written off during the year for a loss of
US$4.1 million.
Other Investment Income
Other investment income for the year increased US$4.3
million to US$8.4 million (2021: US$4.1 million). Increased
interest on bank deposits and higher other interest income
were the contributing factors.
Finance Costs
Finance costs for the year at US$34.5 million were US$4.3
million higher than the prior year (2021: US$30.2 million)
due to interest on lease liabilities and interest on bank loans
increasing.
Exchange Rates
The Group reports in USD and has revenues, costs, assets
and liabilities in both BRL and USD. Therefore, movements
in the USD/BRL exchange rate influence the Group’s results
either positively or negatively from year to year. During 2022
the BRL appreciated 6.5% against the USD from R$5.58 at
1 January 2022 to R$5.22 at the year end. In 2021 the BRL
depreciated 7.1% against the USD from R$5.20 at 1 January
2021 to R$5.57 at the year end. The foreign exchange gains
on monetary items were US$1.6 million in 2022, compared to
a loss of US$3.1 million in 2021.
Profit Before Tax
Profit before tax for the year decreased US$72.3 million to
US$38.1 million compared to US$110.4 million in 2021. The
decline in profit is primarily due to the unrealised losses in
valuation of the investment portfolio which contributed
negative returns of US$47.9 million compared to a positive
return of $49.5 million in the prior year in common with
macro trends globally.
The tax charge for the year at US$26.7 million was US$1.2
million lower than prior year (2021: US$27.9 million). The
Company is taxed on its maritime services operations. This
represents an effective tax rate for the year of 29% (2021:
40%) for maritime services. A more detailed breakdown of
taxation reconciling the effective tax rate is provided in note
9 to the consolidated financial statements.
Loss/Profit for the year
The loss for the year attributable to the equity holders of the
Company is US$18.6 million (2021: US$63.7 million profit)
and the profit attributable to the non-controlling interests
is US$30.2 million (2021: US$18.8 million profit). While the
US$25.1 million increase in Wilson Sons’ profit after tax was
attributed to both the equity holders of the Company and the
non-controlling interests based on ownership, the US$47.9
million loss on the investment portfolio (2021: US$49.5
million gain) was only attributed to the equity holders of the
Company since the Company has full ownership of it.
13
Cash Flows
Net cash inflow from operating activities for the period at
US$97.1 million was US$9.0 million lower than prior year
(2021: US$106.1 million). Capital expenditure for the year at
US$63.3 million was US$15.9 million higher than the prior
year (2021: US$47.4 million).
The Group drew down new bank loans of US$59.8 million (2021:
US$19.4 million) to finance capital expenditure, while making
repayments of US$49.3 million (2021: US$57.9 million).
Dividends of US$24.8 million were paid to shareholders of
Ocean Wilsons (2021: US$24.8 million).
Viability Statement
In accordance with the UK Corporate Governance Code, the
Directors have assessed the viability of the Group over a
three-year period to 31 December 2025, taking into account
the current position and the potential impact of the principal
risks and uncertainties. Based on this assessment, the
Directors confirm that they have a reasonable expectation
that the Company will be able to continue in operation
and meet its liabilities as they fall due over the period to 31
December 2025.
Whilst the Directors have no reason to believe the Company
will not be viable over a longer period, given the uncertainties
involved in longer term forecasting and the current global
dislocation, the Directors have determined that a three-
year period to 31 December 2025 is an appropriate period
over which to provide its viability statement. The three-year
period also aligns with the rolling three-year investment
portfolio performance benchmark.
In making the assessment, the Directors have considered
a number of factors that affect the Group, including the
principal risks and mitigating factors. The Directors also
took into account that the Group has two distinctly separate
operating segments and that there is no recourse between
them.
Wilson Sons Limited
The assessment considered that the Wilson Sons business
model has proven to be strong in the long term with a range
of businesses that have consistently demonstrated their
ability to trade positively. Operational activities are funded by
cash generated from operations while borrowings are used
to finance capital expenditure. The Wilson Sons borrowings
are generally long-term with defined repayment schedules
over different periods up to 18 years. There is no recourse
from Wilson Sons to the rest of the Group in respect of these
borrowings. Wilson Sons is not reliant on one customer:
its largest customer constituted approximately 11% of its
revenue in 2022 (2021: 11%).
Ocean Wilsons (Investments) Limited
In making the assessment for the investment portfolio, the
Board has considered matters such as the potential for
significant stock market volatility, changes in exchange rate
and a significant reduction in the liquidity of the portfolio.
The investment portfolio and cash under management at
31 December 2022 was US$293.8 million with outstanding
capital commitments of US$50.4 million and no debt. At
31 December 2022 the investment portfolio had US$20.9
million in cash and cash equivalents and daily liquidity of
$94.8 million. This available liquidity covers 188% of the
capital commitments on the remote chance that there was a
need to fund all of the commitments at one time.
The Directors’ assessment is that if severe but plausible
downside scenarios were to crystallise, many of the individual
risks disclosed would be likely to be confined to one of either
Wilson Sons or Ocean Wilsons (Investments) Limited. The
risk is to the Group’s net asset valuation rather than to the
viability of the Group.
Ocean Wilsons Holdings Limited - Annual Report 2022
14
SECTION ONE - Strategic Report
Risk Management
During the year, the Board reviewed the effectiveness of the systems of risk management and internal control. As part of this
assessment the Board updated its risk appetite and developed a risk appetite statement to set the level of risk that the Board
is willing to take, or tolerate, to achieve our strategic objectives.
The Company’s risk appetite approach considers three business objectives:
• Long-term shareholder returns – open and flexible approach to risk, actively looking for accretive return opportunities that
are consistent with maintaining a long-term diversified portfolio;
• Investment access to markets and opportunities – balanced approach to risk, seeking to optimise capacity and talent
focusing on value along with pursuing reliable, long standing and sustainable relationships; and
• Safety in operating environments – adverse risk approach, safety is of paramount importance.
Risk appetite is not a single fixed concept. For example, it may be higher where we are prepared to tolerate more risk to achieve
a specific outcome or aim for an enhanced return or lower where we need to reduce risk exposure to protect an asset or the
Company’s reputation. There is zero-tolerance for risk as it relates to the safety of our workforce.
The Board will continue to review and update the risk appetite statement annually to ensure it remains consistent with the
Group’s strategy and the environment in which we operate.
Ocean Wilsons has an ongoing process for identifying, evaluating and managing key risks including financial, operational and
compliance controls. A risk register is maintained detailing business risks, together with controls and responsibilities. The
risk register is reviewed annually by the Audit and Risk Committee. The Board is satisfied that these processes are operating
effectively.
The principal risks and uncertainties are described below and additionally note 30 to the consolidated financial statements
provides detailed explanations of the risks associated with the Company’s financial instruments. The Audit and Risk Committee
and the Board carried out a robust assessment of the Group’s emerging and principal risks.
15
Principal and Emerging Risks Mitigation
Market Risk
Price risk
The Group’s investments activities
expose it to movements in equity
valuations.
As a long-term investor, short-term changes in the value of investments are part
of the investment cycle. The Group does not have any significant borrowings
or shareholder commitments that may put pressure on the Group to sell an
investment solely due to its price movements.
The investment portfolio is invested in a diversified range of asset classes and
markets, as such the Group is not overly exposed to one particular market or asset
class.
Currency risk
The Group’s investment activities
expose it to movements in foreign
currency exchange rates.
The functional currency of the Group
is US Dollars. Our investment in Wilson
Sons has a significant exposure to the
Brazilian Real.
We do not take speculative positions in non-US Dollar denominated assets.
The Group (outside of Wilson Sons) does not have material non-US dollar
denominated liabilities.
The majority of cash and liquid assets are maintained in US Dollars.
Ocean Wilsons does not hedge its exposure to overseas subsidiaries as the
functional currency of Wilson Sons is US dollars. There is a partial natural hedge
in the underlying Wilson Sons business as a significant portion of pricing and
cashflows are linked to the US Dollar.
International trade risk
Demand for Wilson Sons services is
substantially dependent on overall
volume of Brazilian domestic and
international trade.
Wilson Sons onshore and offshore
support bases are dependent on the
Brazilian offshore oil and gas industry.
Wilson Sons is a market leader in many of its business segments – providing
diversification in the service offerings.
Wilson Sons maintains levels of capital expenditure and investment in assets and
people to be competitive and seek opportunities to drive efficiencies.
The majority of the Wilson Sons business is not exposed to oil and gas and is
well diversified. However, Wilson Sons seeks to engage in long-term contracts
to reduce volatility and assesses the value in use of these entities to ascertain if
there are any impairments.
Operational risk
Risks arising from inadequate or failed
processes, people and systems or other
external factors.
Key operational risks include reliance
on third party managers and suppliers,
process failures, fraud, reliability of
core systems and IT security issues.
During the year, the Remuneration and Management Oversight Committee
reviewed the Investment Manager’s and third-party vendor performance. The
Audit and Risk Committee reviewed the independent internal control reports for
major providers and satisfied itself with their processes and internal controls.
The Audit and Risk Committee received a presentation from Wilson Sons which
provided an overview of IT access controls, backup and security and reported that
there were no breaches during the year.
Ocean Wilsons Holdings Limited - Annual Report 2022
16
SECTION ONE - Strategic Report
Principal and Emerging Risks Mitigation
Regulatory and legal risk
ESG Compliance Risk – compliance with
ESG regulations and reaching emission
targets set.
OWIL’s Investment Manager became a signatory to the UN Program for
Responsible Investing in 2022.
Wilson Sons monitors and trains its employees to reduce if not eliminate injury
and improve safety in the work environment.
We invest in the communities in which we operate through charitable giving and
community service.
The Company’s Board and management includes 2 female non-executive Directors
and 1 female executive. A female Chair was appointed in May 2022. Wilson Sons
continues to improve its gender balance with 30% females in management at 31
December 2022.
Climate related risks
Climate change and extreme weather
events may impact our business or the
businesses of our customers.
Agricultural exports account for a
significant portion of Brazilian trade
and are particularly vulnerable to
changes in weather patterns which may
result from climate change.
The Company continues to assess, monitor and evaluate the potential impacts
resulting from climate change and extreme weather events including regulatory
risk that may result in government actions prompted by climate change that could
impact our operations.
The Company seeks opportunities to invest in technology and implement
operational efficiencies to reduce greenhouse gas emissions. The Company’s
report on carbon emissions can be found on page 32.
The Company’s TCFD report found on page 35 describes further mitigation and
approach to climate risk.
Emerging risks
Our Brazilian businesses operate in
a highly regulated environment and
are subject to complex tax laws and
regulations. The Brazilian Congress
is discussing a number of tax reforms
which include proposals to create
a 15% ordinary withholding tax on
dividends, and a 25% withholding tax
when payments are made to what it
deems to be low-tax jurisdictions.
Our businesses and markets are subject to complex laws and regulations which
significantly impact how we operate. It is possible that regulations, taxes or
laws may change in the future and may increase our costs or affect the manner
in which we operate which could have an adverse effect on us. We dedicate a
significant amount of time and resources to understanding laws and regulations
and analyse the potential impacts of changes in laws or regulations on our
business operations. This is so we can react in an efficient and timely manner and
ensure compliance with laws and regulations.
Changing geo-political environment
and regulatory policies.
Long-term impact of Russia-Ukraine
conflict on international trade and
pricing.
Long-term impact on China’s supply
chain interruption on international
trade and pricing.
Our response to this risk is to diversify portfolio assets to avoid significant
exposure to specific political risks. Investment decisions take account of suitable
risk premia in economies and financial markets most susceptible to political
intervention.
OWIL wrote off the value of its one holding in a Russian investment fund in 2022
and has no other Russian assets. OWIL monitors its holdings in funds related to
US sanctioned Chinese companies through its fund managers.
Diversity in the product mix of Wilson Sons is offsetting lower container volumes.
Investment decisions to improve operating margins through more efficient use
and allocation of resources continues.
Wilson Sons has reviewed its customer and vendor list to ensure there are no
sanctioned contacts and continue to monitor to ensure compliance.
17
Governance
Report
SECTION TWO
Ocean Wilsons Holdings Limited - Annual Report 2022
18
SECTION TWO - Governance Report
Report of the Directors
Compliance with the UK Governance Code
The Board has put in place corporate governance
arrangements that it believes are appropriate for the
operation of the Company. The Board has considered
the principles and recommendations of the 2018 UK
Corporate Governance Code (“the Code”) issued by the
Financial Reporting Council (available on the FRC website
www.frc.org.uk). The Company complies with all applicable
elements of the Code and has done so throughout the year
and up to the date of this report.
Matters Reserved for the Board
The Board has a formal schedule of matters specifically
reserved for its approval which includes:
• Determining the Company’s purpose, values and
strategy and satisfying itself that these and its culture
are aligned;
• Approving significant matters relating to capital
expenditure, acquisitions and disposals and
consideration of significant financial matters;
• Reviewing the Company’s overall corporate governance
arrangements;
• Approving the annual and interim reports;
• Approving the dividend policy and proposing any
dividend recommendations to shareholders;
• Reviewing any potential conflicts of interest and, where
appropriate, approving a specific conflict of interest;
• Determining the respective terms of reference,
membership and Chair of Board committees; and
• Undertaking an annual evaluation of its own
performance, that of its committees and that of
individual Directors.
The full schedule of matters reserved can be found on the
Company’s website: www.oceanwilsons.bm.
Board Meetings
The agenda for each scheduled Board meeting is set by
the Chair with the assistance of the Chief Operating and
Financial Officer. Agendas are structured to allow sufficient
time for discussion and debate and to ensure that the Board
covers all items it needs to be able to discharge its duties.
Conflicts of Interest
The Board has in place a procedure for the consideration of
conflicts or possible conflicts of interest including a specific
annual consideration of those resulting from significant
shareholdings. If a Director has a conflict of interest, he/
she leaves the meeting prior to discussion unless requested
to remain and leaves determination of such matters to the
other Directors. The Board ensures independent judgement
by requiring disclosure of outside interests, encouraging a
culture of openness and debate amongst Board members
and promoting independence of thought.
Regarding the Directors proposed for re-election at the
Annual General Meeting there are no service contracts
between any of them and the Company.
Directors’ Time Commitment and Training
Non-executive Directors hold letters of appointment.
The other substantive commitments of Directors are
disclosed on page 23 and the Board is satisfied that these
commitments do not conflict with their ability to effectively
carry out their duties as Directors of the Company. The Board
ensures that Directors have sufficient time to undertake their
duties through reviewing their other directorships and by
monitoring attendance and participation at Board meetings.
The Company has a procedure in place by which Directors
can seek independent professional advice at the Company’s
expense if the need arises. The Board has full and timely
access to all relevant information to enable it to perform its
duties. The Company has directors and officer’s insurance in
place.
19
All new Directors participate in an induction program upon
joining the Board. This covers such matters as strategy,
operations and activities of the subsidiaries and corporate
governance matters. Site visits and meetings with senior
management are also arranged. Directors additionally make
periodic operational site visits during their term and are
provided with industry and regulatory updates as part of their
ongoing training.
The Company Secretary and the Chief Operating and
Financial Officer are responsible for advising the Board
on all corporate matters. Each Director has access to the
advice and services of the Company Secretary and the Chief
Operating and Financial Officer.
The Board
The Board at 31 December 2022 was comprised of five
non-executive Directors. Two Directors are assessed to
be independent under the Code: Mr Andrey Berzins and Ms
Fiona Beck; and the Board considers the Chair, Ms Caroline
Foulger, also to be independent. Ms Beck and Ms Foulger
have links under the 2018 UK Corporate Governance Code as
they serve on two other boards together as non-executive
Directors. The Board still considers Ms Foulger and Ms Beck
as independent as the Group has no business relationship
with either of these companies and both Board members
exhibit independent thought and behaviour. A formal
assessment of this matter was performed in 2022. The Board
has appointed Mr Berzins as the senior independent Director.
In accordance with the Company’s byelaws, all Directors
retire at each Annual General Meeting and being eligible,
offer themselves for re-election until the following Annual
General Meeting.
All Directors are subject to annual re-election by shareholders.
Newly appointed Directors are subject to election at the
first Annual General Meeting following their appointment
to the Board. A Director retiring upon the expiration of a
term of office at an annual general meeting shall be eligible
for reappointment for a further term. The Board, led by the
Nomination Committee develops succession plans and
assesses Board composition.
The division of responsibilities between the Chair and the
senior independent non-executive Director have been clearly
established, set out in writing, agreed by the Board and is
available on the Company’s website.
Board and Committee Meeting Attendance
BOARD
AUDIT AND RISK
COMMITTEE
NOMINATION
COMMITTEE
REMUNERATION
AND MANAGEMENT
OVERSIGHT
COMMITTEE
Number of Scheduled Meetings 5 6 2 2
Ms Caroline Foulger
(1)
4 / 5 4 / 4 1 / 1 2 / 2
Mr William Salomon 5 / 5 - 2 / 2 -
Mr Andrey Berzins 5 / 5 6 / 6 2 / 2 2 / 2
Ms Fiona Beck 5 / 5 6 / 6 - 2 / 2
Mr Christopher Townsend 5 / 5 - - -
Mr José Francisco Gouvêa Vieira
(2)
2 / 2 - - -
(1) Ms Foulger became Chair on 27 May 2022 at which time she retired from the Company’s Audit and Risk Committee. Ms Foulger did not attend the Company’s
Nomination Committee meeting at which the recommendation to appoint her as Chair was an agenda item. Ms Foulger was unable to attend one Board meeting due to
another long-standing commitment, however, Ms Foulger reviewed all Board papers for this meeting and discussed her position on the agenda items in advance of the
meeting with the Deputy Chair so that her views were represented and considered.
(2) Mr Gouvêa Vieira retired from the Board on 26 May 2022, he was present at all Board meetings up to that date.
Ocean Wilsons Holdings Limited - Annual Report 2022
20
SECTION TWO - Governance Report
Board of Directors’ Interests
The Directors who held office at 31 December 2022 had the
following interest in the Company’s shares:
Interest 2022 2021
Mr William Salomon* Beneficial 4,659,349 4,659,349
Mr Christopher
Townsend* Beneficial 4,040,000 4,040,000
Ms Caroline Foulger
(Chair) Beneficial 25,000 15,000
Ms Fiona Beck Beneficial 15,000 8,000
Mr Andrey Berzins Beneficial 13,000 5,000
*
Additional indirect interests of Mr. Salomon and Mr. Townsend in the Company are set
out in substantial shareholdings below.
Mr Salomon is Chair of Hanseatic Asset Management LBG.
Mr Townsend is a Director of Hanseatic Asset Management
LBG and director of Hansa Capital GmbH, a wholly owned
subsidiary of Hanseatic Asset Management LBG. Fees paid
by the Company to Hanseatic Asset Management LBG during
the year amounted to US$3.0 million (2021: US$3.3 million)
for acting as Investment Manager of the Group’s investment
portfolio. There is no performance fee payable to the
Investment Manager in 2022 (2021: US$1.6 million). The terms
of, and the performance of the Manager under this contract
are annually reviewed by the independent Directors.
Substantial Shareholdings
At 31 December 2022 the Company was aware of the following
holdings of its shares, in excess of 3% of the issued ordinary
share capital:
Name of holder
Number of
shares % Held
Hansa Investment Company
Limited 9,352,770 26.45
Victualia Limited Partnership 4,435,064 12.54
Mr Christopher Townsend 4,040,000 11.42
City of London Investment
Management Company 1,745,361 4.94
ICM Limited 1,167,762 3.30
The Company has been advised that Mr Salomon has an
interest in 4,435,064 shares registered in the name of
Victualia Limited Partnership. The Company has also been
advised that Mr Salomon has an interest in 27.9% and Mr
Townsend an interest in 25.9% of the voting shares of Hansa
Investment Company Limited.
Contracts and Agreements with Substantial
Shareholders
Mr Salomon and Mr Townsend are interested in the
investment management agreement with Hanseatic Asset
Management LBG. Both Mr Salomon and Mr Townsend
receive remuneration from Hanseatic Asset Management
LBG.
The Board of Ocean Wilsons (Investments)
Limited
The Board of Ocean Wilsons (Investments) Limited is
currently constituted by the same Directors as the Board of
Ocean Wilsons Holdings Limited. Ms Foulger was appointed
Chair from 1 January 2021. The Board delegates authority
to run the investment portfolio held by Ocean Wilsons
(Investments) Limited to the Investment Manager, Hanseatic
Asset Management LBG within Board-approved guidelines.
The Board of Ocean Wilsons (Investments) Limited has a
formal schedule of matters specifically reserved for its
attention which include:
• The appointment, removal and terms of the Investment
Manager agreement;
• The determination of the investment guidelines
and restrictions in conjunction with the Investment
Manager;
• The approval of the investment objective and
benchmark;
• The approval and setting of limits on any use of derivative
instruments;
• The review of the performance of the Investment
Manager;
• The appointment, removal and terms of the custodian of
the investment assets;
• The approval and setting of borrowing limits;
• The approval of the annual accounts for Ocean Wilsons
(Investments) Limited; and
• The approval of any dividends.
Internal Controls
The Board is responsible for the system of internal controls
and for reviewing its effectiveness. The Company’s Audit
and Risk Committee assists the Board in monitoring the
effectiveness of our internal controls and risk management
policies. The internal controls are designed to cover material
risks to achieving the Group’s objectives and include
business, operational, financial and compliance risks. These
21
controls have been in operation throughout the year. The
internal controls are designed to identify, evaluate, manage
and appropriately mitigate rather than completely eliminate
risk.
The Board reviews the need for an internal audit department
annually and currently considers no internal audit function
is required based on the following considerations: Wilson
Sons has an independent audit committee and an internal
audit function and both Hanseatic Asset Management LBG,
the Investment Manager of Ocean Wilsons (Investments)
Limited, and its portfolio custodian, Lombard Odier, provide
reports on their internal controls for the Board to consider
and review in its assessment for the need of an internal audit
department. The Board also noted there is segregation of
duties between the Investment Manager and the preparation
of accounts for our investment portfolio as this is performed
by an independent professional accounting firm. Additionally,
the Wilson Sons Audit Committee reports on key matters
such as internal controls, whistleblowing, legal matters,
internal audit and IT to the Company’s Audit and Risk
Committee. No material items were reported in 2022.
The Ocean Wilsons’ employee whistle-blowing policy is
designed to enable employees of the Company to raise
concerns internally and at a high level and to disclose
information which the individual believes may show
malpractice or impropriety.
Auditor
KPMG Audit Limited (“KPMG”) were re-appointed as the
Company’s independent auditor at the 2022 annual general
meeting. KPMG have expressed their willingness to continue
in office as the independent auditor and a resolution to
reappoint KPMG Audit Limited under the provisions of
Section 89 of the Bermuda Companies Act 1981 will be
proposed at the forthcoming Annual General Meeting.
Communications with Shareholders
The Board regularly monitors the shareholder profile of
the Company. It aims to provide shareholders with a full
understanding of the Company’s activities and performance
and reports formally to shareholders twice a year by way of
the Annual Report and Consolidated Financial Statements
and Half Year Financial Report. The Annual General Meeting
of the Company is held in Bermuda. If a significant proportion
of the votes is cast against a resolution at an Annual General
Meeting the Board will speak with significant dissenting
shareholders to understand the reasons. The Company’s
website www.oceanwilsons.bm includes the annual and
interim reports and stock exchange announcements.
Dividends
Dividends are declared and paid in US Dollars and are
currently paid annually. The Ocean Wilsons current dividend
policy is to pay a percentage of the average capital employed
in the investment portfolio determined annually by the Board
together with the Company’s dividend received from Wilson
Sons after deducting funding for the parent company costs.
The Board may review and amend the dividend policy from
time to time in consideration of future plans and other
strategic factors.
The Board is recommending a dividend of US 70 cents per
share to be paid on 15 June 2023 to shareholders of record
of the Company as of the close of business on 19 May 2023.
Shareholders will receive dividends in Sterling by reference
to the exchange rate applicable to the USD on the dividend
record date (19 May 2023) except for those shareholders who
elect to receive dividends in USD. Based on the share price at
22 March 2023 and exchange rates a dividend of US 70 cents
per share represents a dividend yield of approximately 6.4%.
Strategy, Purpose and Values
The Board is responsible for setting the Company’s purpose,
strategy and values which are annually reviewed.
Company Purpose
The Company’s purpose is to deliver enhanced long-term
value by balancing portfolio risks and avoiding the distraction
of short-term cycles with a focus on growing the business
through sustainable profit growth.
Company Strategy
The Company’s strategy is currently twofold:
We invest in a balanced thematic portfolio of funds by
leveraging our long-term relationships and through our
detailed insights and analysis.
We invest in maritime logistic services providing best in class
or innovative solutions in a rapidly growing market.
The investment portfolio strategy is to generate real returns
through long-term capital growth, whilst emphasising
preservation of capital without undue emphasis on short-
term movements in equity markets. The investment portfolio
is invested in both publicly quoted and private (unquoted)
assets in three components:
• Core Regional & Thematic Component – this forms the
core of the portfolio and provides global exposure mostly
through single-country and regional equity funds. The
respective weights of these at any given time reflect
the Investment Manager’s current market outlook.
Thematic funds are included to provide exposure to
growth sectors such as technology and biotechnology.
Ocean Wilsons Holdings Limited - Annual Report 2022
22
SECTION TWO - Governance Report
• Private Equity Component – in line with the portfolio’s
long-term investment horizon we invest in private equity
funds. This provides access to the higher potential
investment returns available by being able to commit
capital for multiple years and also to large areas of the
economy that are not generally or easily accessible
through public markets.
• Diversifying Component – as business cycles mature,
we seek to shift dynamically to those asset classes that
are likely to add portfolio protection. This component
includes a wide variety of investment strategies, with
the common thread that they all display low correlations
to broad equity markets.
Commensurate with the long-term horizon, it is expected that
the majority of investments will be concentrated in equity,
across both ‘public’ and ‘private’ markets. In most cases,
investments will be made either through collective funds
or limited partnership vehicles, working alongside expert
managers in specialised sectors or markets to access what
we believe represent the most advantageous investment
opportunities.
The Wilson Sons strategy is to grow and strengthen their
businesses while looking for new opportunities in the
maritime and transport sector, focusing on Brazil and Latin
America. Wilson Sons looks to develop its businesses by
maximising economies of scale and efficiency and improving
the quality and range of services it provides to customers.
Wilson Sons principal services are towage, container
terminals, logistics, oil and gas support terminals, shipyard
and through our joint venture, offshore support vessels.
Company Values
The Company’s core values are:
• Safety – provide a safe operating environment for our
employees;
• Respect – for the environment and the communities in
which we operate and the people who work for us;
• Commitment – have meaningful long-term relationships
with our stakeholders; and
• Ethics – to act in a truthful, fair and honest way in all our
dealings.
23
Ms Caroline Foulger (Chair)
Ms Foulger is aged 62 and is a Chartered Accountant with significant company director
experience on boards of both listed and unlisted companies. Ms Foulger was appointed to
the Board in 2020. She serves as a non-executive Director for Atlas Arteria International Ltd.
and Oakley Capital Investments Limited and is a retired partner of PwC Bermuda. Ms Foulger
is a member of the Company’s Remuneration and Management Oversight Committee and
is Chair of the Company’s Nomination Committee. Ms Foulger is also the Chair of Ocean
Wilsons (Investments) Limited.
Mr William Salomon (Deputy Chair)
Mr Salomon is aged 65 and joined the Board in 1995. He is senior partner of Hansa Capital
Partners LLP. He is also a non-executive Director of Hansa Investment Company Limited
and Wilson Sons and a member of the Company’s Nomination Committee.
Mr Andrey Berzins
Mr Berzins is aged 63 and joined the Board in 2014. He is a Chartered Accountant and sits on
the Boards of several Luxembourg investment funds. Mr Berzins is the senior independent
Director, Chair of the Company’s Audit and Risk Committee and member of the Company’s
Nomination and Remuneration and Management Oversight Committees.
Ms Fiona Beck
Ms Beck is aged 57 and joined the Board in 2020. She is a Chartered Accountant and an
experienced independent Director on several listed and unlisted companies. She is the
retired President and CEO of Southern Cross Cable Network. Ms Beck is a non-executive
Director on Oakley Capital Investments Limited and IBEX Ltd and is Chair of Atlas Arteria
International Ltd. Ms Beck is a member of the Company’s Audit and Risk Committee and is
Chair of the Company’s Remuneration and Management Oversight Committee.
Mr Christopher Townsend
Mr Townsend is aged 49 and joined the Board in 2011. He is a solicitor and has an MBA from
the London Business School. He is an investment director of Hansa Capital GmbH and a non-
executive Director of Wilson Sons.
Directors
Ocean Wilsons Holdings Limited - Annual Report 2022
24
SECTION TWO - Governance Report
Membership
• Ms Caroline Foulger (Chair)
• Mr William Salomon
• Mr Andrey Berzins
Report from the Nomination Committee Chair on the actions
taken by the Committee to discharge its duties:
Meetings
The Committee met twice during the year.
Key Roles and Responsibilities
The Nomination Committee has formal terms of reference
approved by the Board which are reviewed on an annual
basis or more often if needed. The full terms of reference
are available on the Company’s website. The principal
responsibilities of the Nomination Committee are:
• To lead the process for the appointment of Directors,
ensure plans are in place for orderly succession to
the Board, and oversee the development of a diverse
pipeline for succession, considering the Company’s
strategic priorities;
• To identify and nominate, for the approval of the Board,
candidates to fill Board and Committee vacancies as
and when they arise;
• To approve Directors’ external appointments;
• To lead a regular review of the Board structure, size and
composition (including skills, knowledge, diversity and
experience); and
• To manage and review the results of annual Board
effectiveness evaluations.
Succession Planning
New appointments to the Board are made as required
keeping in mind the balance of skills, knowledge, experience
and diversity that currently exists on the Board. When a
decision has been made to recruit an additional Director,
the Committee will consider engaging external recruitment
agencies to facilitate a search. The Committee will assess
candidates against objective criteria, giving regard to the
benefits of diversity on the Board, while ensuring that the
candidates recommended for appointment will bring the
necessary skills, insight and be able to allocate sufficient time
to the Company. During 2020 and 2021 there was significant
turnover on the Board which followed this process.
During the year, Ms Caroline Foulger was appointed as the
Chair of the Board upon the retirement of Mr José Francisco
Gouvêa Vieira. The senior independent Director and Deputy
Chair conducted an internal assessment of the Board and
made the recommendation that the Board appoint Ms
Foulger. There were no other new appointments to the Board.
The Committee discussed the tenure of each of the Directors
when considering recommendations for reappointment. It
was noted that Mr Berzins will have served as Director for 9
years in June of 2023. Mr Berzins’ contributions at the Board
level and additionally, as the senior independent Director and
Chair of the Company’s Audit and Risk Committee, continue
to be valuable and strategic to the success of the Company.
With the recent refresh of the Board Chair, the Committee
believes that the Board has the appropriate mix and skills
and that it is important to maintain continuity and corporate
knowledge. As such the Committee has recommended to
the Board that Mr Berzins be reappointed as a Director and
is considered to remain independent as he does not have any
other relationship with the Company and is not part of the
Company’s executive team or operations.
The Committee also acknowledges that Mr William Salomon
and Mr Christopher Townsend are substantial shareholders of
the Company and are both Directors. The Committee reviews
all conflicts of interest on an annual basis and ensures
that the Board and its Committees apply the necessary
independent thinking and recusals on those matters that
involve a conflict.
Directors’ and Board Performance
Evaluations
For 2022, the Committee assessed the composition of
the Board and its performance and effectiveness, both
collectively and for individual Directors. For 2022, the review
was conducted internally using an informal approach as a
Nomination Committe Report
25
more formal questionnaire approach was taken in the prior
year. The Chair met individually with each Director and
the appraisal of the Chair was led by Mr Berzins, the senior
independent Director.
The areas covered with the individual Directors and by the
Board were the investment strategy and performance of
OWIL, the operating results and strategy of Wilson Sons
and the longer-term view on the overall strategy of the
Company. A review of the performance of the Board as a
whole was included in the evaluation process together with
an assessment of the independence of each Director and
their performance and time commitment to their duties.
The Committee concluded that the Board’s range of skills
were effective and diverse and that each Director had a
clear understanding of the underlying businesses and the
opportunities and risks that the Company faces.
Diversity Policy
The Company’s diversity policy is that the Board should be
comprised of individuals who collectively have the range
of skills needed to implement the Company’s strategy. All
appointments and reappointments will be made on merit
judged against objective criteria within the context of the
balance of skills and backgrounds that the Board requires to
implement the Company’s strategy and to function optimally
as a collective.
The Board believes that the Company and its stakeholders
benefit from a Board with diversity of skills, knowledge,
experiences, backgrounds and perspectives. Diversity also
considers age, gender, ethnicity, nationality, educational or
professional background, culture and personal styles and
perspectives.
In 2022 there were no new appointments to the Board. There
was an appointment of a new Chair from the existing Director
pool at the time of the planned retirement of the former
Chair. As part of the Board succession planning, in 2020 two
new Directors were appointed which expanded the Board’s
skills and its gender, age, nationality and cultural diversity.
Caroline Foulger
Chair of the Nomination Committee
23 March 2023
Board Statistics
5 DIRECTORS
GENDER BALANCE
Female
Male
EXECUTIVE | NON-EXECUTIVE
Executive
Non-Executive
TENURE
0-5 years
6-10 years
10+ years
INDEPENDENT | NON-INDEPENDENT
Independent
Non-Independent
(excluding Chair)
2
2
2
3
2
2
1
5
Ocean Wilsons Holdings Limited - Annual Report 2022
26
SECTION TWO - Governance Report
Membership
• Ms Fiona Beck (Chair)
• Ms Caroline Foulger
• Mr Andrey Berzins
Report from the Remuneration and Management Oversight
Committee Chair on the actions taken by the Committee to
discharge its duties:
Meetings
The Committee met twice during the year.
Key Roles and Responsibilities
The Remuneration and Management Oversight Committee
has formal terms of reference approved by the Board which
are reviewed on an ongoing basis. The full terms of reference
are available on the Company’s website. The principal
responsibilities of the Committee are:
• To determine the policy for Ocean Wilsons’ executive
management’s remuneration and the remuneration for
the Chair and non-executive Directors;
• To determine bonuses payable to executive management
under the Company’s bonus scheme;
• To conduct an annual review of the Investment
Management agreement with Hansa Capital; and
• To review the performance of material third-party
service providers and other management oversight as
required.
Remuneration Policy
The Company’s remuneration policy aims to align the interests
of the executive and the Board with those of shareholders.
The overriding objective is to ensure that the Company’s
executive remuneration policy encourages, reinforces and
rewards the delivery of sustainable shareholder value. The
Remuneration and Management Oversight Committee is
responsible for setting non-executive Directors’ fees. Fees
are structured as a basic fee for Board membership and an
additional fee for each Committee Chair. Non-executive
Director fees are reviewed usually every three years. The
Committee completed an extensive fee review in 2022: as
part of this review the remuneration policy was amended
to require that all Directors purchase and hold shares in the
Company’s stock equivalent to a minimum of their annual
Director’s fee.
The Committee does not determine the policy for
remuneration or set remuneration for the Chair, executive
Directors and senior management at Wilson Sons. It also does
not review workforce remuneration and related policies or
set remuneration policy at Wilson Sons. The Board regularly
reviews oversight of Wilson Sons workforce remuneration
and related policies to ensure that incentives and rewards
are aligned with culture and are considered when setting
Wilson Sons ‘policy for executive remuneration.
Remuneration
Non-executive Directors’ fees are set within limits set in
the Company’s Articles of Association. The present limit
is US$900,000 in aggregate per annum and the approval
of shareholders in a General Meeting is required to change
this amount. Levels of remuneration for the Chair and other
non-executive Directors reflect the time commitment
and responsibilities of the role and are benchmarked
against comparable companies and considering the Board
evaluation. There are no share options or other performance
related elements. The Committee’s 2022 review of Directors’
fees supports that the current limit of Directors’ fees is
appropriate and it is not recommending any changes to
these limits. During the year ended 31 December 2022, the
Company paid Directors’ fees of US$0.7 million (2021: US$0.6
million).
The board of Wilson Sons is responsible for all remuneration
matters relating to Wilson Sons and its subsidiaries. Mr
William Salomon and Mr Christopher Townsend are directors
of Wilson Sons. These Directors received directors’ fees of
US$66,000 (2021: US$66,000) from Wilson Sons during the
year 2022 in addition to their fees as Directors of Ocean
Wilsons. Additionally, both Mr Salomon’s and Mr Townsend’s
Directors’ fees for Ocean Wilsons are reduced by 30% from
the base Directors’ fee in consideration of this. There are no
additional fees payable to Directors for the services on the
Board of Ocean Wilsons (Investments) Limited.
Remuneration and Management
Oversight Committe Report
27
The table below sets out fees paid to Directors during the year.
Director Role
2022
Committee
Chair Fee*
2022
Director
Fee*
2022
Total Fees Paid
to Directors*
2021
Total Fees Paid
to Directors*
JF Gouvêa Vieira Chair until 27 May 2022 - 40 40 100
C Foulger Chair from 27 May 2022 - 107 107 -
C Foulger Independent non-executive Director 15 47 62 117
A Berzins Independent non-executive Director 15 116 131 117
F Beck Independent non-executive Director 15 116 131 117
C Townsend Non-executive Director - 91 91 80
W Salomon Non-executive Director - 91 91 80
TOTAL 45 608 653 611
* Expressed in thousands of US Dollars
Directors’ Shareholding Guidelines
In 2022, the Committee recommended to the Board that each
Director should own the equivalent of at least their annual
Director’s fee in Company shares. This recommendation
was accepted and all Directors were compliant with this
requirement at the year end and at the issuance of this report.
Performance of Third-Party Service
Providers
The Committee, in conjunction with the Chief Operating
and Financial Officer, carries out an annual review of the
Investment Manager’s and significant third-party service
providers’ performance.
The Investment Manager evaluation considers whether the
contractual obligations are being met and if the remuneration
structure in place remains appropriate for the Company to
meet its investment objectives, is competitive and is in the
interests of shareholders. The evaluation also considers
the quality of the team and how the Investment Manager
prioritises the Company within its client base.
Following its review of the Investment Manager, the
Committee concluded that the Investment Manager was
meeting its obligations under the investment management
agreement and that its fee structure was competitive
compared to industry bench marking. Based on the
performance of the portfolio in 2022, no performance fee
was payable to the Investment Manager and as such, no
review of this was required by the Committee.
Fiona Beck
Chair of the Remuneration and Management Oversight
Committee
23 March 2023
Ocean Wilsons Holdings Limited - Annual Report 2022
28
SECTION TWO - Governance Report
Membership
• Mr Andrey Berzins (Chair)
• Ms Fiona Beck
As the Company meets the requirements of a smaller
company under the UK Corporate Governance Code, the
Audit and Risk Committee is comprised of two independent
non-executive Directors.
Report from the Audit and Risk Committee Chair on the
actions taken by the Committee to discharge its duties:
Meetings
The Committee met six times during the year. The Chief
Operating and Financial Officer of Ocean Wilsons attended
each of these meetings. The Committee meets with
the external auditor without the Chief Operating and
Financial Officer present to receive feedback on the team’s
performance.
Key Roles and Responsibilities
The Audit and Risk Committee has formal terms of reference
approved by the Board which are reviewed on an ongoing
basis. The full terms of reference are available on the
Company’s website. The principal responsibilities of the
Committee are:
• Financial and narrative reporting
‐ To review the integrity of the interim and full year
consolidated financial statements of the Company,
including reviewing the significant accounting
policies and judgements included in them.
‐ To provide advice to the Board as to whether the
annual report and accounts taken as a whole is
fair, balanced and understandable and provides
the information necessary for shareholders to
assess the Company’s financial position and
performance, business model and strategy.
• External audit
‐ To make recommendations to the Board, for it
to put to the shareholders for their approval at a
general meeting, in relation to the appointment,
reappointment and removal of the external auditor
and to approve the remuneration and terms of
engagement of the external auditor.
‐ To review and monitor the external auditor’s
independence and objectivity and the effectiveness
of the audit process, taking into consideration
relevant professional and regulatory requirements.
The independence of the external audit process
has been assessed by reviewing reports from the
external auditors describing their arrangements to
identify, report and manage any conflicts of interest.
The Board also reviews the provision of any non-audit
services provided by the external auditors and ensure
that their independence is maintained.
• Risk management and internal controls
‐ To review the adequacy of the Company’s internal
control and risk management systems.
‐ To review the Company’s risk register and assess
the Company’s emerging and principal risks to be
reviewed annually with the Board.
‐ To consider the need for an internal audit function.
• Compliance and fraud
‐ To review the adequacy of the Company’s
whistleblowing procedures and the policies
related to fraud, bribery and anti-corruption.
Audit and Risk Committee Report
29
Financial and Narrative Reporting
During the year, the Committee reviewed the December
2021 annual report and consolidated financial statements,
the June 2022 half yearly financial report and the quarterly
updates issued in May and November 2022. As part of the
review of the December 2021 Annual Report and Consolidated
Financial Statements, the Committee received a report from
the external auditor on their audit work performed on the
Annual Report and Consolidated Financial Statements.
The Committee also assessed the 2022 annual report
and accounts taken as a whole, to be fair, balanced and
understandable and that they provide the information
necessary for shareholders to assess the performance,
strategy and business model of the Company. The Committee
determined that the key risks of misstatement in the Group’s
2022 financial statements relate to:
• Provisions for tax, labour and civil cases – In the normal
course of its operations in Brazil, Wilson Sons is
exposed to numerous local legal claims. The reporting
risk relates to the completeness of claims recorded
and the estimation of the provisions held against these
exposures. Provisions are measured at management’s
best estimate of the expenditure required to settle the
obligation based on prior experience, Wilson Sons’ best
knowledge of the relevant facts and circumstances
and legal advice received. The Committee questioned
Wilson Sons management on their assumptions
used in determining provisions and the procedure for
classification of legal liabilities as probable, possible or
remote loss, reviewed legal reports from Wilson Sons
management, asked questions on the background
and progress of material claims and evaluated the
current level of provisions in light of historical trends
and claim history to ensure provisions were adequate.
The Committee ensured that adequate resources are
allocated to recording, evaluating and monitoring legal
claims to ensure the completeness of claims recorded
and provisions made. The Committee was satisfied that
the significant assumptions used were appropriate and
was satisfied with the disclosures in the consolidated
financial statements. The Committee also discusses
potential risks surrounding legal claims with the external
auditor and reviewed their audit findings.
• Revenue recognition – The reporting risk could arise from
inappropriate revenue recognition policies, incorrect
application of policies or cut-off errors surrounding
year end. The Committee considered the Wilson Sons’
revenue recognition policies and the level of transactions
compared to previous periods. The Committee received
quarterly Wilson Sons management reports on revenue
and financial performance with comparisons to
budget and prior year. The Committee reviewed and
questioned Wilson Sons management explanations for
variances and revenue performance. The Committee
also discussed potential risks surrounding revenue
recognition with the external auditor and reviewed
their audit findings. The Committee was satisfied
with management’s explanations of variances and
application of the presented policies relating to revenue
recognition.
• Impairment test of Cash Generating Units (CGUs) – The
Group has significant non-financial assets within the
offshore support bases CGU. The reporting risk is that
the value of the CGU is overstated and that an impairment
charge should be recorded. Wilson Sons management
performed impairment testing for the offshore support
bases CGU by comparing its carrying value to its value in
use, calculated using the discounted cash flow model.
The Committee examined and challenged Wilson Sons
management’s key assumptions used in the impairment
testing and was satisfied that they are appropriate
and sufficiently robust. The Committee was further
satisfied with the impairment testing disclosures in
the consolidated financial statements. The Committee
also discusses potential risks surrounding impairment
risk with the external auditor and reviewed their audit
findings.
• Valuation of unquoted investments – The investment
valuation risk arises from the valuation of the Level
3 investments which is determined using valuation
techniques and assumptions based on market
conditions existing at each reporting date. The
Committee received quarterly reports from the
Investment Manager on investment performance
which included historical performance analysis and
management outlook for investment and market
performance. The Committee reviewed and questioned
the Investment Manager and obtained explanations for
investment performance and variations from market
performance, investment expectations and potential
risks to future performance. The Committee examined
and challenged management’s key assumptions used
in the valuation of investments. The Committee was
satisfied that the significant assumptions used were
appropriate and was satisfied with the disclosures in
the consolidated financial statements. The Committee
also discusses potential risks surrounding investment
valuation with the external auditor and reviewed their
audit findings.
The Committee is of the opinion that the annual report and
accounts articulate how the Company has performed during
the year and provides full disclosures at each of the segment
levels. The messages in the Chair’s Statement, Directors’
Report and Financial Reports are reflected in the annual
accounts and there is consistency between the narrative
sections and the consolidated financial statements.
Ocean Wilsons Holdings Limited - Annual Report 2022
30
SECTION TWO - Governance Report
External Audit
As part of the annual external audit process, the Committee:
• Reviewed and approved the scope of audit work to be
undertaken by the auditor;
• Agreed the fees to be paid to the external auditor for
the audit of the December 2022 consolidated financial
statements; and
• Assessed the qualification, expertise and resources,
and independence of the external auditor:
‐ Reviewed the audit plan for the year, noting the role
of the audit partner who signs the audit report and
who, in accordance with professional rules, has not
held office for more than five years and any changes
in key audit staff;
‐ Received a report from the external auditor
describing their arrangements to identify, report and
manage any conflicts of interest; and
‐ Considered the overall extent of non-audit services
provided by the external auditor. There were no
non-audit services provided in 2022 by the external
auditor.
The Committee conducted its review of the performance of
the external auditors and the effectiveness of the external
audit process for the year ended 31 December 2021. The
review was based on a survey of key stakeholders across
the Group, the quality of the auditors’ reporting to and
interaction with the Audit and Risk Committee. Based on the
information currently available and this review, the Audit and
Risk Committee was satisfied with the performance of the
auditors and the effectiveness of the audit process.
Risk Management and Internal controls
The Committee works with the Company’s Chief Operating
and Financial Officer to review and assess the Company’s
risk matrix bi-annually and to assess the adequacy of the
Company’s internal controls. The Committee is satisfied that
the Company’s internal controls are effective and that the
risk matrix is representative of the risks facing the Company
and is used as a functional tool at the Board level to support
its decision making and risk mitigation planning.
Additionally, the Committee met quarterly in 2022 with the
Wilson Sons audit committee on the following matters:
• To receive reports from the Wilson Sons audit committee
on relevant accounting matters and its report from the
Wilson Sons internal audit team;
• To review and challenge the assumptions used in the
Wilson Sons impairment test of the offshore support
bases cash-generating unit including long-term
revenue; costs and expenses; investments; projection
period; growth rate and discount rates based on the
weighted average cost of capital;
• To receive a report on cybersecurity at Wilson Sons. The
report highlighted the principal risks as ransomware,
data loss, customer data breaches, mission critical
systems failure, reputational damage, financial losses
and operational accidents. The Committee was satisfied
with the actions being taken to mitigate cyber risks;
• To receive a report on the Wilson Sons enterprise risk
management process. The report detailed the most
critical risks of Wilson Sons, identifying the respective
risk owners, and the mitigation plans in place or under
development, see principal and emerging risks on page
15;
• To receive litigation reports from the Wilson Sons
legal department outlining the legal provisions in the
accounts and work performed to manage possible
claims; and
• To have a briefing on the Wilson Sons whistle-blowing
channel outlining the structure of the whistle-blowing
channel and procedures for following up on complaints
received.
Compliance and Fraud
The Committee reviewed and revised the Company’s policies
on Whistleblowing and Bribery in 2022 to align them with best
practice and current legislation. There were no instances of
fraud reported in 2022 and the Committee is satisfied that
the procedures and policies in place are being monitored and
complied with.
Andrey Berzins
Chair of the Audit and Risk Committee
23 March 2023
31
The Board recognises that, in addition to managing the
Company’s assets, it has an obligation to ensure that it
undertakes efforts to ensure that its corporate and social
responsibilities to all its stakeholders are addressed at both
the parent level and its operating subsidiaries.
Social Responsibility
Workforce and Safety
With Wilson Sons being the largest employer in the Group,
Board attention is directed to encouraging and monitoring
their initiatives to create opportunities within its workforce
for gender equality and to develop programs that will prepare
the younger generation to grow within the organisation.
Wilson Sons management team is comprised of 30% women
and 20% of the overall workforce are female. Wilson Sons has
multiple initiatives to train both women and young people,
such as intern and apprentice programs, involvement with
local universities to provide lectures on maritime services
and a program specifically geared to young girls to give them
tools to address and challenge obstacles related to gender
equality in Brazil.
On average the Group employed 3,296 employees during the
year (2021: 3,208). The nature of operations in the maritime
division means that the health and safety of our workforce
is fundamentally important to the Board and is engrained
in our corporate values and daily routines. Through a safety
programme in partnership with DuPont, health and safety
targets are measured using lost-time injury frequency rate
(“LTIFR”). In 2022 the LTIFR rate was 0.45 compared to 2021 of
0.63. The international benchmark is 0.5 which Wilson Sons
has set as its target to remain below.
Communities
Ocean Wilsons and Wilson Sons both have corporate giving
programs within the communities in which they operate.
Ocean Wilsons corporate giving is geared to supporting
charities that develop life skills for young people. Wilson
Sons has varied community interaction through both
corporate volunteering and charitable donations. For over
20 years, Wilson Sons has engaged its employees to partake
in volunteering programs that also focus on life skills and
development of the youth.
Environment and Responsible Investing
The Board believes that responsible investing and sustainable
operating practices are integral to the longer-term delivery
of the Company’s success. The Board works closely with
both the Investment Manager and Wilson Sons Management
to regularly review the Company’s performance, investment
strategy, capital investment and expansion opportunities.
The Board reviews and assesses underlying policies to ensure
that the Company is complying with and evolving its ESG
strategy to drive a culture that ensures effective, ethical and
viable investment for our shareholders and future investors.
The Investment Manager became a signatory to the United
Nations Principles for Responsible Investment in 2022.
The Board encouraged this in 2021 and also has driven
the development of policies to gather information from
the underlying investments of the portfolio on their own
environmental and social policies. Currently, Hansa Capital’s
investment policies include reviewing its investment portfolio
and identifying if a portfolio manager or company are not
engaged in practicing ESG. If they are not, our Investment
Manager will seek to engage with them to encourage
improvement with the ultimate sanction being exiting, or
not investing in, a fund or company if their concerns are not
sufficiently addressed.
When the Investment Manager is selecting funds, they do
not currently specifically exclude sectors and countries,
but instead, for those companies that make significant
use of energy, resources and materials they endeavour to
understand and report to the Board how those investees
manage these issues and their responsibilities. The
Investment Manager’s Responsible Investing Policy is
available on the Ocean Wilsons (www.oceanwilsons.bm)
and Hanseatic Asset Management’s group websites
(www.hansagrp.com).
The Board is committed to reducing the environmental
impact of our operations. As a component of both
environmental stewardship and strategic business practice
we are taking action on this commitment in both Wilson
Sons’ operations and our investment portfolio strategy.
Corporate and Social
Responsibility
Ocean Wilsons Holdings Limited - Annual Report 2022
32
SECTION TWO - Governance Report
During 2022, Wilson Sons furthered its sustainability
ambitions by hiring a dedicated Sustainability Director,
continued its data collection and analysis on greenhouse
gas emissions, waste generation and water usage to aid in
setting targets and identified more opportunities to reduce
its impact on the environment. Two of six new tugs were
launched designed to produce lower emissions and drive
efficient use of carbon fuels. There is a committed focus
to analyse operational activities and processes to discover
opportunities to add the most value and make positive
change on the environment. Innovation is key to leveraging
these opportunities as such Wilson Sons has created an
Innovation Hub that realises these opportunities through both
internal research and external investments. For example,
in 2022 Wilson Sons made an investment in Argonautica,
an engineering firm that optimises operations through
port engineering, such as hydrodynamic interaction, tug
manoeuvre and breakwater analysis. The team is passionate
about driving ESG activity and engaged in developing the
tools and driving the culture needed to achieve our ambitions.
Greenhouse Gas Emissions
Wilson Sons has been identifying opportunities for
decarbonization of its energy matrix to reduce the impact
of its activities on the environment. Since 2014, Wilson
Sons has maintained its commitment to proactively publish
its Greenhouse Gas Emissions (GHG) Inventory in the public
register of the Brazilian GHG Protocol Program, the tool most
used by companies and government to assess, quantify
and mange GHG. Wilson Sons earned the Gold Seal in this
program for a third consecutive year covering scope 1 and
scope 2 emissions.
Wilson Sons proactively seeks opportunities for the adoption
of new technologies and in creating efficiencies in operations
as a means of contributing to the reduction of emissions. For
example, in 2022 Wilson Sons achieved a 20% reduction in
operational carbon intensity (kgCO2/ TEU) at the container
terminals by optimizing yard design at Tecon Salvador and
the prioritization of equipment using cleaner energy.
GHG Emissions - Scope 1 Unit
2022
Preliminary*
2021
Final
2021
Preliminary*
2020
Final
Container Terminals tCO2e 8,637 7,681 7,209 7,848
Towage tCO2e 52,488 53,257 53,364 47,650
Others tCO2e 1,274 1,434 1,882 1,010
Total tCO2e 62,399 62,372 62,455 56,508
GHG Emissions - Scope 2 Unit
2022
Preliminary*
2021
Final
2021
Preliminary*
2020
Final
Container Terminals tCO2e 1,221 4,104 2,679 1,573
Towage tCO2e 96 137 91 86
Others tCO2e 198 526 398 253
Total tCO2e 1,515 4,768 3,168 1,912
*The final report is released in April of the following year, subsequently to the issue of the annual report.
Wilson Sons achieved a 5% reduction in total emissions
in 2022. This reduction is mainly due to the decrease
in scope 2 emissions, more specifically electricity
consumption. Compared to 2021, the average emission
factor of electricity from the National Interconnected
System reduced 66%. In addition, in 2022 Wilson Sons
consumed 4% less electricity due mainly to the reduction
of 5% in container handling and 10% in the stay of reefer
containers at Tecon Rio Grande. 2021 was an atypical year
for comparison, as there were longer stays, delays and
cancellations at the terminals due to supply chain disruption
and shipping bottlenecks resulting from the Covid-19
pandemic which increased energy consumption in the year.
The tugboat division is responsible for about 80% of the
direct emissions at Wilson Sons. This division achieved
a 2% reduction in emissions by leveraging systems that
optimize navigation routes which manages the efficient use
of maritime fuels across its fleet.
As part of the ongoing commitment to reduce and report on
GHG emissions, a materiality analysis was conducted in 2022
on scope 3 emissions. The most representative categories
identified were goods and services purchased, capital goods
and use of goods and services sold. In addition, Wilson Sons
began studies to establish its trajectory to reduce the carbon
footprint of the company itself and of its value chain. Wilson
Sons will set emissions reduction targets in 2025 after
evaluating its analysis and various scenarios for adaptation
to the low carbon economy.
33
Going Concern
The Group has considerable financial resources including
US$75.7 million in cash and cash equivalents at 31 December
2022 and the Group’s borrowings have a long maturity profile.
The Group’s business activities together with the factors
likely to affect its future development and performance
are set out in the Chair’s Statement, Financial Report and
Investment Manager’s Report. The financial position, cash
flows and borrowings of the Group are set out in the Financial
Report. In addition, note 30 to the consolidated financial
statements includes details of its financial instruments and
its exposure to credit risk and liquidity risk. Details of the
Group’s borrowings are set out in note 20.
The Group closely monitors and manages its liquidity risk and
does so in a manner that reflects its structure of two distinct
businesses being Ocean Wilsons (Investments) Limited
and Wilson Sons Limited. In performing its going concern
assessment, the Board considered the 15-month period to 31
March 2024.
Ocean Wilsons Holdings Limited and Ocean Wilsons
(Investments) Limited
Ocean Wilsons and Ocean Wilsons (Investments) Limited
have combined cash and cash equivalents of US$27.8 million
and further highly liquid investments of US$94.8 million at
31 December 2022. They have no debt and they have made
commitments in respect of investment subscriptions
amounting to US$50.4 million, details are provided in note
10. The timing of the investment commitments may be
accelerated or delayed in comparison with those indicated
in note 10, but highly liquid investments held are significantly
in excess of the commitments. Neither Ocean Wilsons
nor Ocean Wilsons (Investments) Limited have made any
commitments or have obligations towards Wilson Sons and
its subsidiaries and their creditors or lenders. In the unlikely
circumstance that Wilson Sons was to encounter financial
difficulty, the parent company and its other subsidiary have
no obligations to provide support and have sufficient cash
and other liquid resources to continue as a going concern on
a standalone basis.
Wilson Sons Limited
Wilson Sons has cash and cash equivalents of US$47.9
million. All of the debt, as set out in note 20, and all of the
lease liabilities, as set out in note 15, relate to Wilson Sons,
and have a long maturity profile. The debt held by Wilson
Sons is subject to covenant compliance tests as summarised
in note 20, which were in compliance at 31 December 2022
and are forecast to be complied with throughout the forecast
period.
The covenants are most sensitive to changes in EBITDA, debt
service costs and asset values. The Ocean Wilsons Board
reviewed Wilson Sons’ 15-month forecasts for the financial
year 2023 and the first quarter of 2024 which included
analysis of cash flows and loan covenant compliance for the
forecasting period. Budgets are compared with prior period
actual results and previous forecasts to identify variances
and understand the drivers of the changes and their future
impact to allow management to take action as appropriate.
Additional market analysis is performed to corroborate
other key assumptions underpinning the forecasts. In
preparing the forecasts, consideration has been given to
the commitments Wilson Sons has to its joint ventures and
associates in respect of their loan agreements as set out in
note 13 and possible cash outflows these may give rise to,
should the joint ventures and associates breach their loan
covenants.
Cash flow and loan covenant compliance forecasts were
then subjected to reverse stress tests to understand the
headroom available before a covenant breach occurs or
liquidity is exhausted. Consideration was then given as
to whether the principal risks attributable to Wilson Sons
would give rise to severe downside scenarios that could
cause loan covenant breaches or exhausting of liquidity,
such as significant reductions in revenues. The possibility
of these scenarios happening are considered remote when
contemplating Wilson Sons’ financial performance during
Brazil’s economic crisis in 2015 and 2016 and in the Covid-19
pandemic. Whilst the going concern assessment does not
indicate it will be necessary, should it be required, Wilson
Sons can delay or cancel forecast capital expenditure in
order to manage liquidity and or loan covenant compliance.
Directors’ Responsibility
Ocean Wilsons Holdings Limited - Annual Report 2022
34
SECTION TWO - Governance Report
This assessment confirmed that Wilson Sons has adequate
cash, other liquid resources and undrawn credit facilities to
enable it to meet its obligations as they fall due in order to
continue its operations during the going concern forecast
period. Based on the Board’s review of Wilson Sons’ going
concern assessment and the liquidity and cash flow
reviews of the Company and its subsidiary Ocean Wilsons
Investments, the Directors have a reasonable expectation
that the Company and the Group have adequate resources to
continue in operational existence for the foreseeable future.
Accordingly, the Directors continue to adopt the going
concern basis in preparing the annual report and accounts.
Directors’ Responsibility Statement
The Directors are responsible for preparing the annual report
in accordance with applicable laws and regulations.
The Directors are required by Bermuda company law to
lay financial statements before the Company in a general
meeting. In doing this the Directors prepare accounts on a
going concern basis for each financial year which give a true
and fair view of the state of affairs of the Company and the
Group and of the profit or loss of the Group for that period.
In preparing those accounts, the Directors are required to:
• ensure suitable accounting policies have been adopted
and applied consistently;
• make judgements and estimates that are reasonable
and prudent;
• state that applicable accounting standards have been
followed, subject to any material departures disclosed
and explained in the accounts;
• provide additional disclosure when compliance with
the specific requirements of IFRS is insufficient to
enable users to understand the impact of particular
transactions, other events and conditions on the
Company and Group financial position and financial
performance; and
• present information, including accounting policies in a
manner that provides relevant, reliable, comparable and
understandable information.
The Board considers the annual report and accounts, taken
as a whole, is fair, balanced and understandable and provides
the information necessary for shareholders to assess the
Company’s performance, business model and strategy.
On behalf of the Board
Caroline Foulger
Chair
23 March 2023
35
Task Force for
Climate Related
Financial Disclosures
(“TCFD”)
SECTION THREE
Ocean Wilsons Holdings Limited - Annual Report 2022
36
SECTION THREE - Task Force for Climate Related Financial Disclosures (“TCFD”)
The Ocean Wilsons (“OWHL”) Board is responsible for ensuring strong corporate governance. The Audit and Risk Committee
assists the Board in monitoring the effectiveness of internal controls and risk management policies. Committee meetings are
used to assess the Group’s risk exposure, opportunities, and mitigation, including that of subsidiaries. The Committee met six
times in 2022, with the Chief Operating and Financial Officer attending each meeting.
OWHL is a holding company, as such, climate-related risks and opportunities arise at the level of its subsidiary companies.
The actions taken to address these risks and opportunities are also undertaken at this subsidiary investment level. OWHL
has reflected this in the structure of its TCFD statement, which first outlines OWHL’s governance of Wilson Sons and OWIL,
followed by granular TCFD disclosures for the subsidiaries themselves.
The section below describes Wilson Sons’ TCFD disclosures:
Governance
1 Board Oversight
2 Management Oversight
OWHL shares two common Board members with Wilson
Sons; the remaining OWHL Directors attend parts of the
quarterly Wilson Sons board (“WSB”) meetings as observers
for updates on operational activities and management
issues.
The WSB has ultimate oversight and accountability for its
ESG strategy, including the approach and actions taken
in relation to climate-related risks and opportunities. The
WSB is updated on climate-related issues via a report from
the Sustainability Director on an annual basis and they
are discussed as part of quarterly board meetings. This
ensures oversight and accountability across all programmes
and policies. Climate-related issues are considered when
reviewing budgets and capital allocation, particularly with
regard to innovation opportunities and capital investments.
As such, climate-related risks and opportunities influence
strategic decisions at the Board level.
The Wilson Sons CEO oversees Wilson Sons’ climate agenda.
Since July 2022, Wilson Sons’ climate strategy has been
integrated within the Sustainability Department and led by
the Sustainability Director. Additionally, Wilson Sons’ has
an ESG Committee formed of employees from across the
business.
OWHL’s management and Audit and Risk Committee assist
in risk oversight as part of Wilson Sons’ risk management
process. This ensures that policies and practices are aligned
with OWHL ambitions and disclosure requirements on
climate-related issues.
Risk Management
3 Identifying and assessing climate related risks
4 Managing climate related risks
5 Integration into the Group’s risk management processes
Wilson Sons’ risk governance and management processes
are detailed within Wilson Sons’ Sustainability Report (see
the report at www.wilsonsons.com.br). During the year,
Wilson Sons assesses and evaluates risks relating to climate
change as part of the review cycle.
To assess the severity of climate-related risks, and the
potential impacts arising from them, risks are classified
according to the impact matrix provided in the Wilson Sons
Policy for Integrated Risk Management. This categorises
risks based on a combination of probability and likely impact.
To advance this approach, in 2022 Wilson Sons also
undertook a qualitative scenario analysis. This analysis was
able to validate the risk identification processes undertaken
to date.
After evaluation and prioritisation steps, each risk is assigned
to a risk owner at the functional level, responsible for
responding to, monitoring, and reporting company risk based
on the degree of impact and probability. Each risk is also
assigned a risk champion, responsible for implementing and
managing the execution of the risk management processes,
including action plans or controls that were defined as
suitable responses. For potential extreme impact risks, the
risk owner is the Executive Board, composed of Wilson Sons’
highest C-level executives (CEO, COO and CFO).
Climate-related risks identified as risks for Wilson Sons
are embedded into a central Integrated Risk Management
framework within Wilson Sons’ Sustainability Report.
Climate-related risks are classified as emerging risks and
are managed as such according to the Integrated Risk
Management Framework. If any of these risks’ timeline
probabilities were to change, the framework has a continuous
process of classification elevation.
37
Strategy
6 Identifying of climate related risks
7 Impact of climate risks and opportunities
8 Scenario analysis
In 2021, Wilson Sons identified climate-related risks to the
business over the following time horizons: short term (< 3
years), medium term (3-10 years), and long term (> 10 years).
In addition to risks, Wilson Sons has identified several
climate-related opportunities relevant to the business.
These include:
a) Increased demand from cargo owners seeking
alternatives to road haulage, rail and airfreight as part of
lower-carbon supply chains;
b) Potential for increased transport volume of
decarbonisation-related cargoes, such as solar panels
and wind turbines; and
c) Potential to position itself as the partner of choice
for customers through best practice disclosure and a
decarbonisation strategy.
In 2022, these risks and opportunities were validated and
assessed with respect to warming scenarios via a qualitative
scenario analysis to validate earlier risk mapping. Additionally,
the validation considered the business’ resilience to climate
change across warming scenarios.
The analysis considered two timeframes: 2030 and 2050
aligned with international climate-related milestones and
commitments, such as the Sustainable Development Goals
and the Paris Agreement. The table below sets out the
scenarios. Shared Socioeconomic Pathways (SSPs) describe
the expected societal changes associated with warming
scenarios, and Representative Concentration Pathways
(RCPs) align to physical degrees (Celsius) of warming.
Completion of the qualitative scenario analysis allowed the
financial materiality of the identified risks to be estimated.
Scenario Model Time Horizon
Baseline n/a Historical period
of reference
SSP1 - RCP 2.6 Optimistic 2030
SSP1 - RCP 2.6 Optimistic 2050
SSP3 – RCP 7.0 Pessimistic 2030
SSP3-RCP 7.0 Pessimistic 2050
Mitigation actions to reduce exposure to risks have been
identified. For example, building on extensive monitoring
of its direct emissions from 2013 onwards. Wilson Sons has
dedicated itself to qualitative goals, such as the elaboration
of the MACC curve (marginal abatement cost curve) to
evaluate opportunities for decarbonisation initiatives in the
towage and Rio Grande container terminal businesses from
2023.
Qualitative goals relevant to the MACC curve were confirmed
in January 2023 and cover 80% of Wilson Sons’ carbon
emissions. Use of this tool will allow objective and cost-
effective prioritisation of decarbonisation efforts.
Metrics and Targets
9 Metrics used to assess
10 Emissions reporting
11 Assessment Targets
Commitment to continuous monitoring of climate-relevant
metrics facilitates effective management of agenda-related
risks and opportunities.
Key metrics currently include: energy consumption
(renewable electricity) with business unit intensity metrics.
Metrics related to net income are also used (GHG emissions
per US$1 million), and specific operational metrics according
to the nature of the business (e.g. GHG emissions per
container handled; GHG emissions per towage manoeuvre).
Metrics related to water consumption and solid waste
disposal are also monitored.
Wilson Sons’ Scope 1 and 2 emissions are summarised within
the table found on page 32.
Wilson Sons is currently undertaking a Scope 3 screening
analysis. The ambition is to continually advance this process,
such that Wilson Sons can build a comprehensive Scope 3
inventory in the coming years.
Building on this work, Wilson Sons will disclose a quantitative
Scope 1 and 2 emissions reduction targets in 2025.
Ocean Wilsons Holdings Limited - Annual Report 2022
38
SECTION THREE - Task Force for Climate Related Financial Disclosures (“TCFD”)
OWHL also has oversight over OWIL which share the same Directors. Quarterly meetings are held with the portfolio investment
manager where updates on fund performance, asset allocation, ESG status, and, during 2022, the progress to becoming a
signatory to the UN PRI, are shared.
The section below describes OWIL’s TCFD disclosures:
Governance
1 Board Oversight
2 Management Oversight
The Board of OWHL, through its 100% subsidiary OWIL, holds
ultimate accountability for responsible investing, and within
that, climate-related issues for this subsidiary.
The Board discusses ESG-related issues, including climate
change, as a standing agenda item at all meetings and
is notified of updates on any serious ESG issues. OWIL
appointed Hanseatic Asset Management LBG (“HAML”) as
its Investment Manager in November 2000. Importantly, the
portfolio is a portfolio of funds and therefore engagement
with the managers of selected underlying fund investments
is required to appropriately influence climate-related issues.
In this regard, HAML, has discussed its ESG views with the
fund managers as part of its ongoing due diligence and
monitoring processes.
As part of its wider commitment to ESG and climate
throughout the organisation, OWHL worked with HAML as
it developed its responsible investment policy. In particular,
OWHL requested that HAML join the UN-supported Principles
of Responsible Investment (PRI) to which HAML became a
signatory in 2022.
Risk Management
3 Identifying and assessing climate related risks
4 Managing climate related risks
5 Integration into the Group’s risk management processes
Climate-related risks were identified with support from
a specialist ESG consultancy. Risks were identified
on a qualitative basis of impact and likelihood of risk
materialisation. Risks evaluated include those related to
existing and emerging regulatory requirements, as well as
other transition and physical risks.
More broadly, HAML’s responsible investing policy aims to
support a long-term and responsible approach to investment
to reduce and manage long-term risk.
HAML and OWHL Directors are continually upskilling in
ESG to better assess and manage climate-related risks and
opportunities in the future. Investment team members have
exposure to ESG-related matters through training courses,
investment due diligence and relevant forums and bodies to
ensure they remain up to date on best practice.
Strategy
6 Identifying of climate related risks
7 Impact of climate risks and opportunities
8 Scenario analysis
In 2021, supported by an external consultancy, climate-
related risks and opportunities were identified and assessed
(see page 39 of OWHL’s 2021 annual report). Risks have been
categorised in alignment with the TCFD recommendations.
Climate-related risks were considered across the categories
of policy and legal, technology, market, and reputation,
alongside acute and chronic physical risks. Time horizons
have been defined by OWIL as short term (< 3 years), medium
term (3-10 years), and long term (> 10 years).
OWIL continues to develop its understanding of the effect of
identified risks and opportunities. Given this focus, alongside
considered relatively low exposure in the medium term to
climate-related risk, scenario analysis is not considered a
priority for the OWIL portfolio.
39
Metrics and Targets
9 Metrics used to assess
10 Emissions reporting
11 Assessment Targets
Given its position as a fund investor, collection of the relevant
data and use of this data as the basis of decarbonisation
targets presents ongoing transitional challenges. HAML,
with the encouragement of the Company, continues to
explore the feasibility of collecting climate-related data with
fund managers as part of its ongoing engagement. This will
provide the organisation with a stronger understanding of
data availability, and therefore a timeline to the disclosure of
this information.
SECTION TWO
40 Ocean Wilsons Holdings Limited - Annual Report 2022
41
Consolidated
Financial Statements
SECTION FOUR
Ocean Wilsons Holdings Limited - Annual Report 2022
42
SECTION FOUR - Consolidated Financial Statements
43
INDEPENDENT AUDITOR’S REPORT
Ocean Wilsons Holdings Limited - Annual Report 2022
44
SECTION FOUR - Consolidated Financial Statements
45
INDEPENDENT AUDITOR’S REPORT
Ocean Wilsons Holdings Limited - Annual Report 2022
46
SECTION FOUR - Consolidated Financial Statements
47
INDEPENDENT AUDITOR’S REPORT
Ocean Wilsons Holdings Limited - Annual Report 2022
48
SECTION FOUR - Consolidated Financial Statements
49
INDEPENDENT AUDITOR’S REPORT
Ocean Wilsons Holdings Limited - Annual Report 2022
50
SECTION FOUR - Consolidated Financial Statements
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
For the year ended 31 December 2022 -
(Expressed in thousands of US Dollars)
Note 2022 2021
Sales of services 5 440,107 396,376
Raw materials and consumables used (32,956 ) (24,036 )
Employee charges and benefits expenses 6 (126,330 ) (112,026 )
Other operating expenses 7 (106,055 ) (98,289 )
Depreciation of owned assets 14 (48,473 ) (46,631 )
Depreciation of right-of-use assets 15 (13,573 ) (12,063 )
Amortisation of intangible assets 16 (2,389 ) (2,718 )
Gain/(loss) on disposal of property, plant and equipment and intangible assets 100 (499 )
Foreign exchange gains/(losses) on monetary items 1,620 (3,100 )
Operating profit 112,051 97,014
Share of results of joint ventures and associates 13 3,165 (5,029 )
Returns on investment portfolio at fair value through profit or loss 5 (47,947 ) 49,474
Investment portfolio performance and management fees (3, 047 ) (4,954 )
Other investment income 5 8,421 4,113
Finance costs 8 (34,509 ) (30,227 )
Profit before tax 38,134 110,391
Tax expense 9 (26,656 ) (27,925 )
Profit for the year 11,478 82,466
Other comprehensive income:
Items that will not be reclassified subsequently to profit or loss
Post-employment benefits remeasurement 21 93 108
Purchase price adjustment of associate 13 159 -
Items that will be or may be reclassified subsequently to profit or loss
Exchange differences arising on translation of foreign operations 7 ,128 (7 ,459 )
Effective portion of changes in fair value of derivatives 9 158
Other comprehensive income/(loss) for the year 7,389 (7,193 )
Total comprehensive income for the year 18,867 75,273
(Loss)/profit for the year attributable to:
Equity holders of the Company (18,675 ) 63,687
Non-controlling interests 26 30,153 18,779
Total comprehensive (loss)/income for the year attributable to:
Equity holders of the Company (14,484 ) 59,604
Non-controlling interests 26 33,351 15,669
Earnings per share:
Basic and diluted 28 (52.8 180.1
The accompanying notes are an integral part of these consolidated financial statements.
51
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
At 31 December 2022 -
(Expressed in thousands of US Dollars)
Note 2022 2021
Current assets
Cash and cash equivalents 75,724 28,565
Financial assets at fair value through profit and loss 10 275,080 392,931
Recoverable taxes 9 34,515 25,380
Trade and other receivables 11 67,136 59,350
Inventories 12 17,579 12,297
Non-current assets
Other trade receivables 11 1,456 1,580
Related party loans receivable 23 11,176 10,784
Other non-current assets 22 3,506 3,582
Recoverable taxes 9 15,143 12,816
Investment in joint ventures and associates 13 8 1,863 61,553
Deferred tax assets 9 21,969 22,332
Property, plant and equipment 14 589,629 563, 055
Right-of-use assets 15 178,699 157 ,869
Other intangible assets 16 14,392 14,98 1
Goodwill 17 13,420 13,272
Total assets 1,401,287 1,380,347
Current liabilities
Trade and other payables 19 (58,337 ) (58,513 )
Tax liabilities 9 (10,290 ) (8,057 )
Lease liabilities 15 (24,728 ) (19,449 )
Bank loans 20 (59,881 ) (45,287 )
(153,236 ) (131,306 )
Net current assets 316,798 387 ,217
Non-current liabilities
Bank loans 20 (2 6 2 , 0 1 0 ) (2 5 6,3 12 )
Post-employment benefits 21 (1,737 ) (1,562 )
Deferred tax liabilities 9 (49,733 ) (50,194 )
Provisions for legal claims 22 (8,997 ) (8,907 )
Lease liabilities 15 (171,448 ) (148,394 )
(493,925 ) (465,369 )
Total liabilities (647,161 ) (596,675 )
Capital and reserves
Share capital 24 11,390 11,390
Retained earnings 634,910 678, 006
Translation and hedging reserve (91,692 ) (95,739 )
Equity attributable to equity holders of the Company 554,608 593,657
Non-controlling interests 26 199,518 190,015
Total equity 754,126 783,672
The accompanying notes are an integral part of these consolidated financial statements.
Signed on behalf of the Board
F. Beck A. Berzins
Director Director
Ocean Wilsons Holdings Limited - Annual Report 2022
52
SECTION FOUR - Consolidated Financial Statements
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 31 December 2022 -
(Expressed in thousands of US Dollars)
Share capital
Retained
earnings
Hedging and
Translation
reserve
Attributable
to equity
holders of the
Company
Non-
controlling
interests Total equity
Balance at 1 January 2021 11,390 635,987 (91,595 ) 555,782 187,925 743 , 707
Currency translation adjustment – – (4,234 ) (4,234 ) (3,225 ) (7, 4 5 9 )
Effective portion of changes in fair
value of derivatives – – 90 90 68 158
Post-employment benefits (note 21) – 61 – 61 47 108
Profit for the year – 63,687 – 63,687 18,779 82,46 6
Total comprehensive income/(loss)
for the year – 63,748 (4,144 ) 59,604 15,669 7 5,2 7 3
Dividends (notes 26, 27) – (24,754 ) – (24,754 ) (17 ,808 ) (4 2 , 5 6 2 )
Equity transactions in subsidiaries
(note 25) – 3, 025 – 3,025 4,229 7, 2 5 4
Balance at 31 December 2021 11,390 678, 006 (95,739 ) 593,657 190, 0 15 783,672
Balance at 1 January 2022 11,390 678,006 (95,739 ) 593,657 190,0 15 7 8 3,6 7 2
Currency translation adjustment – – 4, 042 4,042 3,086 7, 1 2 8
Effective portion of changes in fair
value of derivatives – – 5 5 4 9
Post-employment benefits (note 21) – 54 – 54 39 93
Purchase price adjustment of
associate (note 13) – 90 – 90 69 159
(Loss)/profit for the year – (18,675 ) – (18,675 ) 30,153 11,478
Total comprehensive (loss)/income
for the year – (18,531 ) 4,04 7 (14,484 ) 33,351 18,867
Dividends (notes 26, 27) – (24,754 ) (24,754 ) (25,173 ) (4 9 ,9 2 7 )
Equity transactions in subsidiaries
(note 25) – 189 – 189 1,325 1,514
Balance at 31 December 2022 11,390 634,910 (91,692 ) 554,608 199,518 754,126
Hedging and translation reserve
The hedging and translation reserve arises from exchange differences on the translation of operations with a functional
currency other than US Dollars and effective movements on designated hedging relationships.
Amounts in the statement of changes of equity are stated net of tax where applicable.
The accompanying notes are an integral part of these consolidated financial statements.
53
CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended 31 December 2022 -
(Expressed in thousands of US Dollars)
Notes 2022 2021
Operating activities
Profit for the year 11,478 82 ,46 6
Adjustment for:
Depreciation & amortisation 14,15,16 64,435 6 1 , 41 2
(Gain)/loss on disposal of property, plant and equipment and intangible assets (100 ) 499
Share of results of joint ventures and associates 13 (3,165 ) 5,029
Returns on investment portfolio at fair value through profit or loss 5 47,947 (4 9 , 47 4 )
Other investment income 5 (8,421 ) (4,113 )
Finance costs 8 34,509 30,227
Foreign exchange (gains)/losses on monetary items (1,620 ) 3,100
Share based payment expense 25 334 369
Post-employment benefits 21 (170 ) 136
Tax expense 9 26,656 27 ,925
Changes in:
Inventories 12 (5,282 ) (533 )
Trade and other receivables 11, 23 (8,054 ) (13,629 )
Other current and non-current assets 9,22 (11,386 ) (3,388 )
Trade and other payables 9,19 2,057 19,158
Provisions for legal claims 22 90 (653 )
Taxes paid (22, 070 ) (27,256 )
Interest paid (30,143 ) (25,161 )
Net cash inflow from operating activities 97 ,095 106,114
Investing activities
Income received from trading investments 16,348 5 ,7 0 0
Purchase of trading investments (70,864 ) (7 2 , 8 11 )
Proceeds on disposal of trading investments 128,959 73, 064
Purchase of property, plant and equipment 14 (63,268 ) (47 ,352 )
Proceeds on disposal of property, plant and equipment 726 304
Purchase of intangible assets 16 (1,386 ) (1,375 )
Proceeds on disposal of intangible assets - 517
Investment in joint ventures and associates 13 (17 , 0 16 ) (2 0, 0 16 )
Net cash used in investing activities (6,501 ) (6 1 , 9 6 9 )
Financing activities
Dividends paid to equity holders of the Company 27 (24,754 ) (24,754 )
Dividends paid to non-controlling interests in subsidiary 26 (25,173 ) (17 ,808 )
Repayments of borrowings 20 (49,349 ) (57,926 )
Payments of lease liabilities 15 (8,591 ) (8 , 47 3 )
New bank loans drawn down 20 59,793 19,438
Shares repurchased in subsidiary 25 (2,549 ) -
Issue of new shares in subsidiary under employee share option plan 25 3,729 6,8 85
Net cash used in financing activities (46,894 ) (82,638 )
Net increase/(decrease) in cash and cash equivalents 43,700 (3 8 ,4 9 3 )
Cash and cash equivalents at beginning of year 28,565 63, 25 5
Effect of foreign exchange rate changes 3,459 3, 80 3
Cash and cash equivalents at end of year 75,724 28, 565
The accompanying notes are an integral part of these consolidated financial statements.
Ocean Wilsons Holdings Limited - Annual Report 2022
54
SECTION FOUR - Consolidated Financial Statements
55
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2022 -
(Expressed in thousands of US Dollars)
Ocean Wilsons Holdings Limited - Annual Report 2022
56
SECTION FOUR - Consolidated Financial Statements
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2022 -
(Expressed in thousands of US Dollars)
2 Significant accounting policies and critical accounting judgments (continued)
57
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2022 -
(Expressed in thousands of US Dollars)
Ocean Wilsons Holdings Limited - Annual Report 2022
58
SECTION FOUR - Consolidated Financial Statements
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2022 -
(Expressed in thousands of US Dollars)
2 Significant accounting policies and critical accounting judgments (continued)
59
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2022 -
(Expressed in thousands of US Dollars)
Ocean Wilsons Holdings Limited - Annual Report 2022
60
SECTION FOUR - Consolidated Financial Statements
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2022 -
(Expressed in thousands of US Dollars)
2 Significant accounting policies and critical accounting judgments (continued)
61
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2022 -
(Expressed in thousands of US Dollars)
Ocean Wilsons Holdings Limited - Annual Report 2022
62
SECTION FOUR - Consolidated Financial Statements
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2022 -
(Expressed in thousands of US Dollars)
63
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2022 -
(Expressed in thousands of US Dollars)
Ocean Wilsons Holdings Limited - Annual Report 2022
64
SECTION FOUR - Consolidated Financial Statements
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2022 -
(Expressed in thousands of US Dollars)
65
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2022 -
(Expressed in thousands of US Dollars)
Ocean Wilsons Holdings Limited - Annual Report 2022
66
SECTION FOUR - Consolidated Financial Statements
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2022 -
(Expressed in thousands of US Dollars)
67
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2022 -
(Expressed in thousands of US Dollars)
Ocean Wilsons Holdings Limited - Annual Report 2022
68
SECTION FOUR - Consolidated Financial Statements
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2022 -
(Expressed in thousands of US Dollars)
69
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2022 -
(Expressed in thousands of US Dollars)
Ocean Wilsons Holdings Limited - Annual Report 2022
70
SECTION FOUR - Consolidated Financial Statements
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2022 -
(Expressed in thousands of US Dollars)
71
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2022 -
(Expressed in thousands of US Dollars)
Ocean Wilsons Holdings Limited - Annual Report 2022
72
SECTION FOUR - Consolidated Financial Statements
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2022 -
(Expressed in thousands of US Dollars)
73
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2022 -
(Expressed in thousands of US Dollars)
Ocean Wilsons Holdings Limited - Annual Report 2022
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SECTION FOUR - Consolidated Financial Statements
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2022 -
(Expressed in thousands of US Dollars)
75
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2022 -
(Expressed in thousands of US Dollars)
Ocean Wilsons Holdings Limited - Annual Report 2022
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SECTION FOUR - Consolidated Financial Statements
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2022 -
(Expressed in thousands of US Dollars)
77
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2022 -
(Expressed in thousands of US Dollars)
Ocean Wilsons Holdings Limited - Annual Report 2022
78
SECTION FOUR - Consolidated Financial Statements
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2022 -
(Expressed in thousands of US Dollars)
79
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2022 -
(Expressed in thousands of US Dollars)
Ocean Wilsons Holdings Limited - Annual Report 2022
80
SECTION FOUR - Consolidated Financial Statements
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2022 -
(Expressed in thousands of US Dollars)
81
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2022 -
(Expressed in thousands of US Dollars)
Ocean Wilsons Holdings Limited - Annual Report 2022
82
SECTION FOUR - Consolidated Financial Statements
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2022 -
(Expressed in thousands of US Dollars)
83
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2022 -
(Expressed in thousands of US Dollars)
Ocean Wilsons Holdings Limited - Annual Report 2022
84
SECTION FOUR - Consolidated Financial Statements
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2022 -
(Expressed in thousands of US Dollars)
85
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2022 -
(Expressed in thousands of US Dollars)
Ocean Wilsons Holdings Limited - Annual Report 2022
86
SECTION FOUR - Consolidated Financial Statements
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2022 -
(Expressed in thousands of US Dollars)
87
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2022 -
(Expressed in thousands of US Dollars)
Ocean Wilsons Holdings Limited - Annual Report 2022
88
SECTION FOUR - Consolidated Financial Statements
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2022 -
(Expressed in thousands of US Dollars)
89
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2022 -
(Expressed in thousands of US Dollars)
Ocean Wilsons Holdings Limited - Annual Report 2022
90
SECTION FOUR - Consolidated Financial Statements
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2022 -
(Expressed in thousands of US Dollars)
91
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2022 -
(Expressed in thousands of US Dollars)
Ocean Wilsons Holdings Limited - Annual Report 2022
92
SECTION FOUR - Consolidated Financial Statements
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2022 -
(Expressed in thousands of US Dollars)
93
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2022 -
(Expressed in thousands of US Dollars)
Ocean Wilsons Holdings Limited - Annual Report 2022
94
SECTION FOUR - Consolidated Financial Statements
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2022 -
(Expressed in thousands of US Dollars)
95
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2022 -
(Expressed in thousands of US Dollars)
Ocean Wilsons Holdings Limited - Annual Report 2022
96
SECTION FOUR - Consolidated Financial Statements
STATISTICAL STATEMENT (UNAUDITED)
For the year ended 31 December 2022 -
(Expressed in thousands of US Dollars)
2022 2021 2020 2019 2018
Income Statement
Sales of services 440,107 396,376 352,792 406,128 460,196
Raw materials and consumables used (32,956) (24,036) (19,266) (25,290) (38,128)
Employee charges and benefits expenses (126,330) (112,026) (110,016) (140,348) (146,327)
Other operating expenses (106,055) (98,289) (84,666) (89,207) (117,025)
Depreciation & amortisation expense (64,435) (61,412) (61,323) (66,122) (56,178)
Impairment charge – – – (13,025) –
Gain/(loss) on disposal of property, plant and
equipment and intangible assets 100 (499) 65 294 (296)
Foreign exchange gain/(loss) on monetary items 1,620 (3,100) (7,551) (79) (8,459)
Operating profit 112,051 97,014 70,035 72,351 93,783
Share of results of joint ventures and associates 3,165 (5,029) (4,142) 564 (4,062)
Returns on investment portfolio at fair value through
profit or loss (47,947) 49,474 33,383 34,716 (7,942)
Investment portfolio performance and management
fees (3,047) (4,954) (3,130) (3,417) (2,742)
Other investment income 8,421 4,113 1,644 6,052 4,152
Finance costs (34,509) (30,227) (23,210) (27,736) (22,951)
Profit before tax 38,134 110,391 74,580 82,530 60,238
Tax expense (26,656) (27,925) (26,577) (21,481) (26,433)
Profit for the year 11,478 82,466 48,003 61,049 33,805
Profit for the year attributable to:
Equity holders of the Company (18,675) 63,687 38,712 46,852 13,308
Non-controlling interests 30,153 18,779 9,291 14,197 20,497
11,478 82,466 48,003 61,049 33,805
Statement of financial position
Current assets 470,034 518,523 492,769 460,616 438,928
Non-current assets 931,253 861,824 861,093 981,011 773,521
Total assets 1,401,287 1,380,347 1,353,862 1,441,627 1,212,449
Current liabilities (153,236) (131,306) (124,276) (115,678) (119,036)
Non-current liabilities (493,925) (465,369) (485,879) (540,089) (315,704)
Total liabilities (647,161) (596,675) (610,155) (655,767) (434,740)
Net assets 754,126 783,672 743,707 785,860 777,709
Key Statistics
Earnings per share (US$) (52.8)c 180.1c 109.5c 132.5c 37.6c
Cash dividends per share paid (US$) 70.0c 70.0c 70.0c 70.0c 70.0c
Book value per share (US$) $22.69 $22.16 $21.03 $22.22 $21.99
Mid-market quotation at end of period £9.30 £9.32 £8.45 £9.90 £11.70
Mid-market quotation at end of period in (US$) $11.24 $12.62 $11.55 $13.13 $14.92
97
Shareholder
Information
SECTION FIVE
Ocean Wilsons Holdings Limited - Annual Report 2022
98
SECTION FIVE - Shareholder Information
Bermuda Office
Mailing Address:
PO Box HM 2250
Hamilton HM JX
Bermuda
Office Address:
Richmond House - 5th Floor
12 Par-la-Ville Road
Hamilton HM 12
Bermuda
Registered Office
Mailing Address:
PO Box HM 2250
Hamilton HM JX
Bermuda
Office Address:
Clarendon House
2 Church Street
Hamilton HM 11
Bermuda
Bankers
HSBC Bank Bermuda Limited
37 Front Street
Hamilton HM 11
Bermuda
Lombard Odier & Cie SA
Rue de la Corraterie 11
1204 Geneva
Switzerland
Registrars
Conyers Corporate Services (Bermuda)
Limited
Clarendon House
2 Church Street
Hamilton HM 11
Bermuda
Investment Manager
Hanseatic Asset Management LBG
Le Truchot,
Guernsey GY1 1WD
Channel Islands
Brokers
Peel Hunt
100 Liverpool Street
London
EC2M 2AT
UK
UK Transfer Agent and Ocean
Wilsons Dividend Access
Link Asset Services
The Registry
34 Beckenham Road
Beckenham
Kent BR3 4TU
Auditor
KPMG Audit Limited
Crown House
4 Par-la-Ville Road
Hamilton HM 12
Bermuda
DIRECTORY
99
Notice is hereby given that the 2023 Annual General Meeting of the Company will be held at the Company’s registered office,
Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda on 30 May 2023 at 9:00am for the following purposes:
1 To appoint a Chair of the meeting.
2 To confirm notice and quorum.
3 To receive and, if approved, adopt the Directors’ Report and Accounts for the year ended 31 December 2022.
4 To declare a dividend of 70 cents per share.
5 To determine the maximum number of Directors for the ensuing year as nine and to authorise the Board of Directors
to fill any vacancy in their number left unfilled for any reason to serve until the conclusion of the next Annual General
Meeting.
6 To re-elect Ms Caroline Foulger as a Director until the next Annual General Meeting.
7 To re-elect Mr William Salomon as a Director until the next Annual General Meeting.
8 To re-elect Mr Andrey Berzins as a Director until the next Annual General Meeting.
9 To re-elect Mr Christopher Townsend as a Director until the next Annual General Meeting.
10 To re-elect Ms Fiona Beck as a Director until the next Annual General Meeting.
11 To re-appoint KPMG Bermuda as the Auditor and to authorise the Directors to determine the remuneration of the
Auditor.
12 Ratification and confirmation of all and any actions taken by the Board of Directors and the persons entrusted with
Company’s management in the year ended 31 December 2022.
On Behalf of the Board
Conyers Corporate Services (Bermuda) Limited
Company Secretary
Clarendon House, Church Street, Hamilton HM 11, Bermuda
23 March 2023
Any member of the Company entitled to attend and vote at the meeting may appoint one or more proxies to attend and vote
instead on their behalf. A proxy need not be a member of the Company.
NOTICE OF ANNUAL GENERAL MEETING
Ocean Wilsons Holdings Limited - Annual Report 2022
100
SECTION FIVE - Shareholder Information
FORM OF PROXY
* I / We
* of
being a Member of Ocean Wilsons Holdings Limited, hereby appoint Ms Caroline Foulger, or failing her any Director of the Company as my/
our proxy to vote for me/us and on my/our behalf at the 2023 Annual General Meeting of the Company to be held on 30 May 2023 and at any
adjournment thereof. The proxy will vote on the Resolutions as indicated opposite.
Or
as my/our proxy to vote for me/us and on my/our behalf at the 2023 Annual General Meeting of the Company to be held on 30 May 2023
and at any adjournment thereof. The proxy will vote on the Resolutions as indicated opposite.
FOR AGAINST WITHHELD
1 To receive and, if approved, adopt the Directors’ Report and Accounts for the year ended
31 December 2022.
2 To declare a dividend of 70 cents per share.
3 To determine the maximum number of Directors for the ensuing year as nine and
authorise the Board of Directors to elect or appoint on the Members’ behalf a person or
persons to act as additional Directors up to such maximum number to serve until the
conclusion of the next Annual General Meeting.
4 To re-elect Ms Caroline Foulger as a Director until the next Annual General Meeting.
5 To re-elect Mr William Salomon as a Director until the next Annual General Meeting.
6 To re-elect Mr Andrey Berzins as a Director until the next Annual General Meeting.
7 To re-elect Mr Christopher Townsend as a Director until the next Annual General Meeting.
8 To re-elect Ms Fiona Beck as a Director until the next Annual General Meeting.
9 To re-appoint KPMG Bermuda as the Auditor and authorise the Directors to fix the
remuneration of the Auditor.
10 Ratification and confirmation of all and any actions taken by the Board of Directors and
the persons entrusted with Company’s management in the year ended 31 December 2022.
Signature Dated 2023
Notes
(1) If any other proxy is preferred, delete the names inserted above and add the name of the proxy whom you wish to appoint, and initial the
alteration.
(2) Please indicate by a cross in the appropriate box how you wish your proxy to vote. If no indication is given your proxy will abstain or vote as he/
she thinks fit.
(3) To be valid, the proxy should be deposited at the Transfer Agents of the Company, Link Group, PXS 1, Central Square, 29 Wellington Street,
LEEDS, LS 14DL, United Kingdom no later than 9:00 am (Bermuda time) on 25 May 2023.
(4) In the case of a corporation, this proxy must be under its Common Seal or under that of an Officer or Attorney duly authorised in writing.
(5) In the case of joint holders the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the
votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the Register of
Members, in respect of the joint holding.
* Please insert your full name and address in BLOCK CAPITALS.
101
ANNUAL REPORT 2022
OCEAN WILSONS HOLDINGS LIMITED