Report on the audit of the financial statements
We have audited the financial statements of Irish Continental Group plc (‘the Company’) and its consolidated undertakings (‘the Group’) for the year ended 31 December 2021, contained within the reporting package 635400FQKB6QXERQOC74-2021-12-31-en.zip, which comprise the Consolidated Income Statement, the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Financial Position, the Consolidated Statement of Changes in Equity, the Consolidated Statement of Cash Flows; Company Statement of Financial Position, Company Statement of Changes in Equity, and related notes, including the summary of significant accounting policies set out in note 2. The financial reporting framework that has been applied in the preparation of the Group financial statements is Irish Law, including the Commission Delegated Regulation 2019/815 regarding the single electronic reporting format (ESEF) and International Financial Reporting Standards (IFRS) as adopted by the European Union and, as regards the Company financial statements, Irish Law and FRS 101 Reduced Disclosure Framework issued in the United Kingdom by the Financial Reporting Council.
In our opinion:
- the financial statements give a true and fair view of the assets, liabilities and financial position of the Group and Company as at 31 December 2021 and of the Group’s loss for the year then ended;
- the Group financial statements have been properly prepared in accordance with IFRS as adopted by the European Union;
- the Company financial statements have been properly prepared in accordance with FRS 101 Reduced Disclosure Framework issued by the UK’s Financial Reporting Council; and
- the Group and Company financial statements have been properly prepared in accordance with the requirements of the Companies Act 2014 and, as regards the Group financial statements, Article 4 of the IAS Regulation.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (Ireland) (ISAs (Ireland)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s Responsibilities section of our report. We believe that the audit evidence we have obtained is a sufficient and appropriate basis for our opinion. Our audit opinion is consistent with our report to the Audit Committee.
We were appointed as auditor by the shareholders on 12 May 2021. This is our first period as auditor. We have fulfilled our ethical responsibilities under, and we remained independent of the Group in accordance with, ethical requirements applicable in Ireland, including the Ethical Standard issued by the Irish Auditing and Accounting Supervisory Authority (IAASA) as applied to public interest entities. No non-audit services prohibited by that standard were provided.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the Director’s use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
- We evaluated the Directors’ assessment of the entity’s ability to continue to adopt the going concern basis of accounting.
- Our evaluation of the Director’s assessment of the Group’s and Company’s ability to continue to adopt the going concern basis of accounting included:
- Evaluating the Group’s process around the going concern assessment performed by management;
- Agreeing the underlying cash flow projections to Board approved forecasts, assessing how these forecasts are compiled, and assessing the accuracy of management’s forecasts;
- Testing of the clerical accuracy of management’s going concern model including the data used in their downside scenario;
- Evaluating the key assumptions within management’s forecasts;
- Assessing whether the plausible downside scenario prepared by management appropriately considered the principal risks facing the business;
- Evaluating the feasibility of management’s mitigating actions in the plausible downside scenario; - Substantiation of certain financial resources available to the Group;
- Evaluating management’s assessment of the Group’s ability to comply with debt covenants; and
- Assessing the appropriateness of the going concern disclosures by evaluating the consistency with management’s assessment and for compliance with the relevant reporting requirements.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group or the Company’s ability to continue as a going concern for a period of at least twelve months from the date when the financial statements are authorised for issue.
In relation to the Group and the Company’s reporting on how they have applied the UK Corporate Governance Code and the Irish Corporate Governance Annex, we have nothing material to add or draw attention to in relation to the Directors’ statement in the financial statements about whether the Directors considered it appropriate to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report.
Key audit matters: our assessment of risks of material misstatement
Key audit matters are those matters that, in our professional judgment, were of most significance in the audit of the financial statements and include the most significant assessed risks of material misstatement (whether or not due to fraud) identified by us, including those which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
In arriving at our audit opinion above, the key audit matters, in decreasing order of audit significance, were as follows:
Valuation of vessels – Group and Company
Group - €294.1m (2020 - €277.7m); Company – €144.4m (2020 - €150.1m)
Refer to note 2 (accounting policy), note 3 (Critical accounting judgements and key sources of estimation uncertainty) and notes 13 and 40 (Group and Company financial disclosures respectively)
The key audit matter
How the matter was addressed in our audit
Property, plant and equipment amounted to €328.2 million (Company: €144.6 million) as of 31 December 2021, of which €294.1 million (Company: €144.4 million) related to owned vessels. The vessel-related depreciation charge for the year ended 31 December 2021 was €27.8 million (Company: €5.7 million).
We identified the valuation of vessels as a key audit matter. This matter consists of:
We obtained and documented an understanding of the Group’s process in place and tested the design and implementation of the relevant control in place over the Group’s process to value vessels including the control relating to the development of the assumptions in relation to the useful economic life and expected residual values together with the calculation of the recoverable values of vessels.
In respect of part a) of the key audit matter, we assessed the estimated useful lives and estimated residual values assumptions by comparing;
In respect of part b) of the key audit matter, we assessed the accuracy of the Group’s calculations used in assessing those assets subject to impairment testing and considered whether the assumptions and methodology applied to the assets tested were reasonable and appropriate.
We evaluated the key assumptions used in the Group’s value in use calculations with regard to those assets subject to impairment assessment by:
We also reviewed asset valuations obtained from experts engaged by the Group and considered whether they supported the Group’s assessment of impairment at 31 December 2021.
We evaluated the completeness, accuracy and relevance of disclosures required by IAS 36, including disclosures about sensitivities and major sources of estimation uncertainty.
As a result of our work performed, we found that the judgements made by the Group in relation to:
were reasonable and we found the related disclosures to be appropriate.
Valuation of net defined benefit pension asset – Group only
Refer to note 2 (accounting policy), note 3 (Critical accounting judgements and key sources of estimation uncertainty) and note 32 (financial disclosures)
Valuation of the net defined benefit pension asset of €5.3m consisting of pension assets of €6.7m and deficits of €1.4m (2020 – net pension liability of €1.2m consisting of pension assets of €1.0m and deficits of €2.2m)
The key audit matter
How the matter was addressed in our audit
The Group operates a number of defined benefit pension schemes.
The valuation of such schemes requires judgement and is subject to volatility arising from movements in actuarial assumptions and the selection of same.
We consider that the valuation of the net defined benefit pension assets includes estimation uncertainty in relation to the key assumptions used, in particular the discount rate. In addition, the valuation of the net defined benefit pension asset is sensitive to changes in those assumptions applied.
We obtained and documented our understanding of the process in place to value the defined benefit pension schemes, including the selection of actuarial assumptions used, in particular the discount rate used.
We tested the design and implementation of the controls in place over ensuring the completeness and accuracy of information provided to the actuary, in order for them to perform their valuation of the pension schemes, and the selection of the discount rate.
We made inquiries of management to understand the key assumptions made in calculating the net defined benefit pension asset.
We challenged, with the support of our actuarial specialist, the key actuarial assumptions applied in the calculation of the valuation of the defined benefit pension asset, in particular the key discount rates assumptions. We also assessed the inflation rate and mortality/life expectancies used. This included a comparison of these assumptions against externally available data. We also considered the adequacy of the Group’s disclosures in respect of the sensitivity of the net defined benefit pension asset to these assumptions.
We found the assumptions used in, and the resulting valuation of the net defined benefit pension asset to be reasonable and the related disclosures to be adequate.
Company key audit matter
In addition to the two matters noted above which applied to the Group and Company, the following additional key audit matter applied to the Company only:
Valuation of investment in subsidiaries €14.4m (2020 - €14.7m)
The key audit matter
How the matter was addressed in our audit
Investments in subsidiary undertakings are carried on the Company balance sheet at cost less impairment. There is a risk of impairment in respect of the carrying value of these investments if the future performance and cashflows of such subsidiaries is not sufficient to support the carrying value of the Company’s investments.
We focused on this matter due to the materiality of the balance in the context of the Company balance sheet and the uncertainty associated with assumptions used in forecasting future performance and cashflows.
We obtained and documented our understanding of management’s process in place for monitoring the carrying values of investments in subsidiaries.
We considered management’s assessment of impairment indicators.
We compared the carrying value of investments in the Company’s subsidiary undertakings to the net assets of each subsidiary and to the market capitalisation of the Company.
We considered the audit procedures performed in relation to the impairment testing performed by management over the carrying value of vessels as outlined in the key audit matter above, in particular the assumptions relating to the forecasting of future performance and cashflows.
As a result of our audit work performed, we found that management’s assessment of the valuation of investments in subsidiary undertakings to be appropriate.
Our application of materiality and an overview of the scope of our audit
Materiality for the Group financial statements as a whole was set at €2.5 million. This has been calculated as 0.75% of the benchmark of total revenue for the year ended 31 December 2021, which we have determined in our professional judgement, to be one of the principal benchmarks within the financial statements relevant to users in assessing the financial statements of the Group.
We report to the Audit Committee all corrected and uncorrected audit misstatements we identified in our audit in excess of €150,000, in addition to other audit misstatements below that threshold that we believe warranted reporting on qualitative grounds. We applied materiality to assist us determine what risks were significant risks and the procedures to be performed.
Materiality for the Company financial statements was set at €1.5 million, determined with reference to a benchmark of the Company’s total assets of which it represents 0.5%.
Of the Group’s 14 reporting components, we subjected all to full scope audits for group purposes. The structure of the Group’s finance function is such that certain transactions and balances are accounted for by the central Group finance team, with the remainder accounted for in the Group’s components. We performed comprehensive audit procedures, including those in relation to the key audit matters as set out above, on those transactions accounted for at Group and component level. Our audits covered 100% of total Group revenue and 100% of Group total assets, including 100% of the Company’s revenue and total assets. The work on all components was performed by the Group team.
The audits undertaken for Group reporting purposes at the key reporting components were all performed to component materiality levels. These component materiality levels were set individually for each component and ranged from €20,000 to €1.6 million. The Group audit team were also auditors to all of the Group’s significant components.
The Directors are responsible for the preparation of the other information presented in the Annual Report together with the financial statements. The other information comprises the information included in the Directors’ Report, the Strategic Report, the Corporate Governance Report and the Investor and Other Information.
The financial statements and our auditor’s report thereon do not comprise part of the other information. Our opinion on the financial statements does not cover the other information and, accordingly, we do not express an audit opinion or, except as explicitly stated below, any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether, based on our financial statements audit work, the information therein is materially misstated or inconsistent with the financial statements or our audit knowledge. Based solely on that work we have not identified material misstatements in the other information.
Based solely on our work on the other information undertaken during the course of the audit, we report that:
- we have not identified material misstatements in the Directors’ report;
- in our opinion, the information given in the Directors’ report is consistent with the financial statements; and
- in our opinion, the Directors’ report has been prepared in accordance with the Companies Act 2014.
Disclosures of principal risks and longer-term viability
Based on the knowledge we acquired during our financial statements audit, we have nothing material to add or draw attention to in relation to:
- the Principal Risks disclosures describing these risks and explaining how they are being managed and mitigated;
- the Directors’ confirmation within the Viability Statement that they have carried out a robust assessment of the principal risks facing the Group, including those that would threaten its business model, future performance, solvency and liquidity; and
- the Directors’ explanation in the Viability Statement of how they have assessed the prospects of the Group, over what period they have done so and why they considered that period to be appropriate, and their statement as to whether they have a reasonable expectation that the Group will be able to continue in operation and meet its liabilities as they fall due over the period of their assessment, including any related disclosures drawing attention to any necessary qualifications or assumptions.
Other corporate governance disclosures
We are required to address the following items and report to you in the following circumstances:
- Fair, balanced and understandable: if we have identified material inconsistencies between the knowledge we acquired during our financial statements audit and the Directors’ statement that they consider that the Annual Report and financial statements taken as a whole is fair, balanced and understandable and provides the information necessary for shareholders to assess the Group’s position and performance, business model and strategy;
- Report of the Audit Committee: if the section of the Annual Report describing the work of the Audit Committee does not appropriately address matters communicated by us to the Audit Committee;
- Statement of compliance with UK Corporate Governance Code: if the Directors’ statement does not properly disclose a departure from provisions of the UK Corporate Governance Code specified by the Listing Rules of Euronext Dublin for our review.
- If the Directors’ statement relating to Going Concern required under the Listing Rules of Euronext Dublin set out on page 116 is materially inconsistent with our audit knowledge.
We have nothing to report in these respects.
In addition as required by the Companies Act 2014, we report, in relation to information given in the Corporate Governance Statement on pages 80 to 93, that:
- based on the work undertaken for our audit, in our opinion, the description of the main features of internal control and risk management systems in relation to the financial reporting process and information relating to voting rights and other matters required by the European Communities (Takeover Bids (Directive 2004/EC) Regulations 2006 and specified for our consideration, is consistent with the financial statements and has been prepared in accordance with the Act;
- based on our knowledge and understanding of the Company and its environment obtained in the course of our audit, we have not identified any material misstatements in that information. and
- the Corporate Governance Statement contains the information required by the European Union (Disclosure of Non-Financial and Diversity Information by certain large undertakings and groups) Regulations 2017.
We also report that, based on work undertaken for our audit, the information required by the Act is contained in the Corporate Governance Statement.
Our opinions on other matters prescribed by the Companies Act 2014 are unmodified
We have obtained all the information and explanations which we consider necessary for the purpose of our audit.
In our opinion, the accounting records of the Company were sufficient to permit the financial statements to be readily and properly audited and the financial statements are in agreement with the accounting records.
We have nothing to report on other matters on which we are required to report by exception
The Companies Act 2014 requires us to report to you if, in our opinion:
- the disclosures of Directors’ remuneration and transactions required by Sections 305 to 312 of the Act are not made;
- the Company has not provided the information required by Section 1110N in relation to its remuneration report for the financial year 31 December 2020.
We have nothing to report in this regard.
The Listing Rules of Euronext Dublin require us to review:
- the Directors’ Statement in relation to going concern and longer-term viability;
- the part of the Corporate Governance Statement on page 82 relating to the Company’s compliance with the provisions of the UK Corporate Governance Code and the Irish Corporate Governance Annex specified for our review; and
- certain elements of disclosures in the report to shareholders by the Board of Directors’ Remuneration Committee.
We have nothing to report in this regard.
Respective responsibilities and restrictions on use
As explained more fully in their statement set out on page 121, the Directors are responsible for: the preparation of the financial statements including being satisfied that they give a true and fair view; such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error; assessing the Group and Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and using the going concern basis of accounting unless they either intend to liquidate the Group or the Company or to cease operations, or have no realistic alternative but to do so.
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue our opinion in an auditor’s report. Reasonable assurance is a high level of assurance, but does not guarantee that an audit conducted in accordance with ISAs (Ireland) will always detect a material misstatement when it exists. Misstatements can arise from fraud, other irregularities or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements. The risk of not detecting a material misstatement resulting from fraud or other irregularities is higher than for one resulting from error, as they may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control and may involve any area of law and regulation and not just those directly affecting the financial statements.
A fuller description of our responsibilities is provided on IAASA’s website at http://www.iaasa.ie/Publications/Auditing-standards/International-Standards-on-Auditing-for-use-in-Ire/Description-of-the-auditor-s-responsibilities-for.
The purpose of our audit work and to whom we owe our responsibilities
Our report is made solely to the Company’s members, as a body, in accordance with Section 391 of the Companies Act 2014. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members, as a body, for our audit work, for our report, or for the opinions we have formed.
for and on behalf of
Chartered Accountants, Statutory Audit Firm
1 Stokes Place
St. Stephen’s Green
10 March 2022