Report of the Independent Non-Executive Members of the Board of Directors of Kiriacoulis Mediterranean Cruises Shipping S.A. submitted to the Ordinary General Meeting of Shareholders of the Company on 20 July 2022.
Dear shareholders,
This report of the Independent Non-Executive Directors of the Board of Directors (hereinafter the “Report”) of Kiriacoulis Mediterranean Cruises Shipping S.A (hereinafter the “Company”) has been prepared pursuant to paragraph 5 of article 9 of Law 4706/2020 entitled “Corporate Governance of Public Limited Companies, modern capital market, incorporation into Greek law of Directive (EU) 2017/828 of the European Parliament and of the Council, measures for the implementation of Regulation (EU) 2017/1131 and other provisions” (Government Gazette A΄136/17. 7.2020) and submitted jointly by the Independent Non-Executive Members of the Board of Directors.
As Independent Non-Executive Members of the Board of Directors of the Company, we declare that:
- We were both present at the meetings of the Board of Directors with agenda items either the approval of publication of the individual and consolidated financial statements and the notes on these or matters approved by the General Meeting of Shareholders, with an increased quorum and majority.
- There is uninterrupted communication with the Company’s management, which has made it possible to receive regular updates from them.
- As part of our participation in the Board of Directors, the Audit Committee and the Remuneration and Nomination Committee, we actively participated in the decision-making process, operating with a sense of responsibility, independence in forming our opinions and transparency, ensuring the implementation of good corporate governance practices and effective oversight of decisions. During the 2021 financial year, no decisions were taken by the Board of Directors with which we disagreed.
According to the Internal Operating Regulations of the Company, which has incorporated the provisions of article 7 of Law 4706/2020, the main responsibilities of the non-executive members, including the independent non-executive members, are as follows:
- The evaluation of the extent to which the Company’s objectives are achieved through the implemented strategy.
- Formulating an opinion as to whether the proposals submitted by the executive members at the meetings of the Board of Directors lead to the achievement of the Company’s objectives.
- The supervision of the executive members regarding the progress of the implementation of the decisions of the Board of Directors.
This Report assesses whether the recommendations made by the executive members of the Company’s Board of Directors at meetings of this body, the significant decisions made by these members within the scope of their executive duties and their consequent actions taken during the 2021 financial year, were in line with the strategic objectives set for this financial year, with reference to the stance we took when voting on these recommendations and the actions taken to implement the relevant decisions of the Board of Directors on these recommendations.
This Report does not include reference to matters that were the subject of meetings of the Board of Directors of the Company, on which the Audit Committee expressed an opinion at the relevant meetings, given that the latter prepares and submits an Annual Report to the Annual General Meeting of Shareholders. In addition, it does not include reference to matters that were the subject of meetings of the Company’s Board of Directors that fall within the remit of the Remuneration and Nomination Committee.
In the Annual Management Report of the Board of Directors of the Company for the financial year 2020, which was prepared at the meeting dated 15 April 2021, it is stated that:
“…the Management has set the following goals for 2021, taking into account the new data created by the pandemic of the new coronavirus:
- Evaluation of the service point network in terms of cost – benefit, in order to operate and expand it in strategic locations in Greece and abroad, according to the results of the above methodology
- To maintain low average age of the fleet through the materialization of a specific program for its renewal.
- To strengthen its position in the area of tourist ports management, by exploring possible scenarios for future investments in that industry.”
The network of service points for charterers has been diversified in 2021 compared to the structure in 2020. More specifically, the number of geographical delivery/pick-up points for yachts in Greece has been increased by 1, reaching a total of 9, while maintaining a constant number of 15 geographical points in Italy, Croatia, France, Malta, Spain and the Caribbean. This move is in line with a related target set for 2021.
During the fiscal year 2021, the Company acquired 10 new yachts. It also transferred 14 owned yachts with buyers from entities outside the Group. As a consequence of the above transactions, at 31/12/2021 the Company’s fleet consisted of 121 yachts (with an average age of 5.44 years) with a fiscal value of €21,057,719. These movements are in line with the related target set for the 2021 financial year.
It is noted that, both for the actions concerning the structure of the charterer service point network and for those concerning the purchase/disposal of yachts, no decision of the Board of Directors is required by the Company’s Internal Operating Regulations. In accordance with this regulation, the relevant decisions are taken by the Managing Director, Mr. Theofanis Kiriacoulis, who has taken over the duties of Head of the Fleet Management Division.
Finally, as Independent Non-Executive members of the Board of Directors of the Company, we confirm our agreement with the contents of the Annual Management Report of the Board of Directors of the Company and the Corporate Governance Statement, which forms an integral part of the Annual Management Report of the Board of Directors and has been approved by the Board of Directors on 20/04/2022. The Board of Directors’ Management Report has been included in the Annual Report for the financial year ended 31/12/2021.
The authors of this document, signing as Independent Non-Executive members of the Board of Directors of the Company:
Zoe Vassiliou Kalliopi Magoula
