REMUNERATION REPORT OF THE BOARD OF DIRECTORS OF KIRIACOULIS MEDITERRANEAN CRUISES SHIPPING S.A. FOR THE FINANCIAL YEAR 2022
Α. Introduction
This remuneration report (hereinafter referred to as the “Report”) was prepared in accordance with article 112 of Law 4548/2018. The content of the Report is a comprehensive overview of the total salaries of the members of the Board of Directors of by the Board of Directors of ”Kiriacoulis Mediterranean Cruises Shipping S.A.” (hereinafter the “Company”) for the year 2022 (defined as the period from 1/1/2022 to 31/12/2022). The total of the components of these remunerations is regulated by the Remuneration Policy of the members of the Board of Directors which was approved by the Annual Ordinary General Meeting of the Company’s shareholders of 20 July 2022.
This Report for the year 2022 will be submitted for discussion at the Annual Ordinary General Meeting of the Company’s shareholders, which will be held on July 2023 as a separate item on the agenda and will then be made available to the public on the Company’s website address www.kiriacoulis.com, for a period of at least ten years.
Β. Presentation of Remuneration of the members of the Board of Directors
The Board of Directors of the Company consisted throughout on 31/12/2022 of the persons of the following table:
| (1) | (2) | (3) |
| Name – Surname | Position | Capacity |
| Spiridon S. Kiriacoulis | President | Executive |
| Theofanis S. Kiriacoulis | Managing Director | Executive |
| Nikitas K. Sotiropoulos | Vice-President | Non-executive |
| Hariklia D. Theodorou | Member | Non-executive |
| Zoe D. Vassiliou | Member | Independent non-executive |
| Kalliopi S. Magoula | Member | Independent non-executive |
According to the approved Remuneration Policy of the members of the Board of Directors, the executive members of the Board of Directors, when they are also shareholders of the Company and they have not been contracted with the Company with an employment contract, will receive a lump sum remuneration of up to 50.000 euros per year in case of non-payment of dividend by the Company, as well as the difference in case the amount of dividends paid corresponding to each executive member of the BoD is less than the amount of fifty thousand euros (€50.000), for the performance of their duties arising from their executive capacity (which requires the commitment of significant time on their part in addition to the time of their participation in the meetings of the BoD) and as legal representatives of the Company through the positions of the Chairman of the BoD, the Chief Executive Officer and / or the Vice Chairman of the BoD This fee will be paid to the above members until the end of each fiscal year and after the Ordinary General Meeting of the shareholders of each year will have legally decided on the distribution or not of a dividend from the profits of the previous fiscal year. It is noted that in case the number of dividends paid corresponding to each executive member of the BoD separately is greater than 50.000 euros, then no fee will be paid to these members.
Pursuant to the above, the executive members of the BoD of the Company Theofanis Kiriacoulis and Spiridon Kiriacoulis, who at the same time are shareholders of the Company and don’t have an employment contract with it, received- for their services as executive members of the BoD and as legal representatives of the Company during financial year 2022 a one-time fee of 50.000 euros each due to non-payment of a dividend by the Company within the same financial year.
Remuneration and benefits of a different nature paid to members of the Board of Directors or to third parties in favor of them within the same fiscal year were, on the whole, of a fixed nature.
The total remuneration of each member of the Company’s Board of Directors for the year 2022 are presented on the following table:
| (1) | (2) | (3) | (4) | (5) | (6) | (7) | (8) | |
| Name – Surname |
Remuneration of the Executive members of the BoD
(in euro) |
Salaries
(in euro) |
Mobile services expenses
(in euro) |
Insurance expenses
(in euro) |
Travel & accο/tion expenses training programs & training material (in euro) |
Car usage expenses
(in euro) |
Total benefits
(in euro)
(3)+(4)+(5)+(6) |
Total Remuneration
(in euro) (1)+(2)+(6) |
| Theofanis S. Kiriacoulis | 50.000 | 461 | 0 | 10.000 | 7.765 | 18.226 | 68.226 | |
| Spiridon S. Kiriacoulis | 50.000 | 0 | 0 | 10.000 | 0 | 10.000 | 60.000 | |
| Hariklia D. Theodorou | 49.325 | 477 | 11.037 | 11.514 | 60.839 | |||
| Nikitas K. Sotiropoulos | 0 | 0 | ||||||
| Zoe D. Vassiliou | 0 | 0 | ||||||
| Kalliopi S. Magoula | 0 | 0 | ||||||
| Total | 100.000 | 49.325 | 938 | 11.037 | 20.000 | 7.765 | 29.740 | 189.065 |
Regarding with the amounts included in the above table, the following should be mentioned:
Column (1): The executive members of the BoD of the Company Spiridon Kiriacoulis and Theofanis Kiriacoulis, with the position, during the year 2022, of Chairman of the Board / Chief Executive Officer of the BoD respectively, received a remuneration of fifty thousand euros (€50.000) was paid to each pursuant to the Remuneration Policy of the members of the Board of Directors which was approved by the Annual Ordinary General Meeting of the Company’s shareholders of 20 July 2022.
Column (2): Hariklia Theodorou, non-executive member of the Board of Directors, is associated (since 1/2/1997) with the Company with an employment contract of indefinite duration, receiving a salary for her employment as Accountant. For all issues related to the specific employment contract, such as pay, working hours, leave, training, evaluation, retirement, the provisions of the Human Resources Management Policy are applied, which, taking into account the current labor legislation, is included in the Internal Operating Regulations of the Company. The amount listed in the table (€49.325) refers to the total annual value of the gross salaries of this member, i.e. the total amount paid on a regular basis before deducting the legal insurance deductions, the personal income tax and the solidarity contribution.
Column (3): The amount of €461 concerning Mr. Theofanis Kiriacoulis, Managing Director of the Board of Directors, refers to mobile service fees.
Column (4): The amount of €11.037 relates to employer contributions generated by the employment contract with which Mrs. Hariklia Theodorou, non-executive member of the Board of Directors, is associated with the Company, which are calculated in accordance with the provisions of labour law.
Column (5): The amount of €10.000 concern travel and accommodation expenses from Mr. Theofanis Kiriacoulis, Managing Director of the Board of Directors. The second amount of €10.000 concern travel and accommodation expenses as well as costs of attending training programs and purchase of training material from Mr. Spiridon Kiriacoulis, Chairman of the Board of Directors.
Column (6): The amount of €7.765 concerns the costs of using the Company’s privately owned car by Mr. Theofanis Kiriacoulis, Managing Director of the Board of Directors. The costs of this provision include depreciation, maintenance and repair costs, circulation tax, insurance premiums and car fuel with the relevant amounts which borne Company’s results for year 2022.
C. Timeless Comparative Analysis
The following table presents the course of the total remuneration of the members of the Board of Directors, the arithmetic mean of the gross remuneration of the full-time employees of the Company (excluding the gross remuneration of the executives who are also members of the Board of Directors) and of the results after taxes of the Company (financial size selected as a criterion of performance of the Company, as stated in the published Statements of Comprehensive Income of the presented fiscal years), during the last five years:
| (1) | (2) | (3) | (4) | (5) | (6) | (7) |
| Financial Year | Total Remuneration (in euro) |
Percentage change
(%) |
Average of employees’ remuneration except executives (in euro) |
Percentage change
(%) |
Gains & losses after tax (in euro) |
Percentage change
(%) |
| 2017 | 48.433 | -6,78% | 21.339 | 28,25% | 167.966 | -20,88% |
| 2018 | 44.712 | -7,68% | 21.605 | 1,23% | 170.535 | 1,53% |
| 2019 | 45.402 | 1,54% | 19.551 | -10,51% | 93.754 | -45,02% |
| 2020 | 100.000 | 120,00% | 18.922 | -3,22% | -2.003.250 | |
| 2021 | 100.000 | 0% | 18.522 | -3,15% | -1.225.898 | -38,82% |
| 2022 | 100.000 | 0% | 23.532 | 26,07% | -3.757.409 | 206,50% |
D. Other Issues
D.1 Remuneration of any kind from a company belonging to its Group “Kiriacoulis Mediterranean Cruises Shipping S.A.”
The results for the year 2022 of the subsidiary “Kiriacoulis Mediterranean Cruises Shipping Sole Shareholder CO. LTD” were charged with the following amounts:
- The amount of €20.000 concerning Mr. Spiridonas Kiriacoulis, Manager of the subsidiary, refers to a one-off compensation for the provision of management services.
- The amount of €508 concerning Mr. Spiridonas Kiriacoulis, Manager of the subsidiary, refers to mobile telephony services fees.
- The amount of €11.596 concerns the expenses of using the privately owned car of the subsidiary by Mr. Spiridonas Kiriacoulis, Manager of the subsidiary. The costs of this benefit include depreciation, maintenance and repair costs, circulation tax, insurance premiums and car.
- The amount of €477 concerning Mrs. Hariklia Theodorou, who is responsible for the preparation of the financial statements of the subsidiary, refers to mobile phone service fees.
D.2 Number of shares and options for shares that have been granted or offered to the members of the Board of Directors of the Company and main conditions for exercising the rights, as well as any change on them.
In accordance with the approved Remuneration Policy of the members of the Board of Directors, there is the possibility of establishing a program for the distribution of shares to the independent non-executive members of the Board of Directors in the form of an option to acquire shares. During the financial year 2022, no new or old program of distribution of shares to the independent non-executive members of the Board of Directors of this form was in force.
D.3. Exercised options by members of the Board of Directors in the framework of the Company’s share distribution programs.
There is no such case (see D.2).
D.4. Information on the use of the recovery possibility by the Company of variable remuneration paid to members of the Board of Directors.
According to the approved Remuneration Policy of the members of the Board of Directors, there is no such remuneration.
D.5. Derogations from the application of the approved Remuneration Policy of the members of the Board of Directors of the Company.
All financial remuneration of members of the Board of Directors for the year 2022 are fully in line with the Remuneration Policy of the members of the Board of Directors which was approved by the Annual Ordinary General Meeting of the Company’s shareholders on 29 July 2020.
D.6 Information regarding the result of the advisory vote of the Ordinary General Meeting dated 20.07.2022, pursuant to paragraph 3 of article 112 of Law 4548/2018.
During the preparation of this Report, the result of the voting of the shareholders at the Ordinary General Meeting of 20.07.2022 was taken into account, as there was a positive vote on the Report for the year 2021, i.e. by 100% of the shares and votes present (4.883.319 shares and votes on an equal number of attendees) and with a quorum of 64.30% (i.e. 4.883.319 shares and votes out of a total of 7.595.160).
