Annual Report • May 10, 2022
Annual Report
Open in ViewerOpens in native device viewer
2021
(according to article 4 of law 3556/2007)
ANEK LINES S.A. G.E.S.R. NO: 121557860000 148 KARAMANLI AVE., 73100 CHANIA, CRETE TEL.:+30 28210 24000, www.anek.gr
| STATEMENT BY THE MEMBERS OF THE BOARD OF DIRECTORS3 | ||
|---|---|---|
| INDEPENDENT AUDITOR'S REPORT98 | ||
| ANNUAL SEPARATE AND CONSOLIDATED FINANCIAL STATEMENTS FOR THE FISCAL YEAR 2021 108 | ||
| STATEMENTS OF COMPREHENSIVE INCOME 109 | ||
| STATEMENTS OF FINANCIAL POSITION 110 | ||
| STATEMENTS OF CHANGE IN SHAREHOLDER'S EQUITY 111 | ||
| CASH FLOW STATEMENTS 112 | ||
| NOTES ON THE FINANCIAL STATEMENTS OF FISCAL YEAR 2021 113 | ||
| 1. | General information for the Company and the Group 114 | |
| 2. | Preparation basis of the financial statements 115 | |
| 3. | Principal accounting policies 121 | |
| 4. | Segmental information 134 | |
| 5. | Cost of sales 136 | |
| 6. | Administrative & Selling expenses 136 | |
| 7. | Other income / expenses 137 | |
| 8. | Financial results 137 | |
| 9. | Results from investing activities 138 | |
| 10. | Results from measurement of investments in associates 139 | |
| 11. | Other provisions 139 | |
| 12. | Fixed assets / Investments in property 139 | |
| 13. | Investments in subsidiaries & affiliates 144 | |
| 14. | Inventories 145 | |
| 15. | Trade receivables and other short term receivables 145 | |
| 16. | Financial Assets at fair value through profit and loss 146 | |
| 17. | Cash and cash equivalents 147 | |
| 18. | Share capital / Share premium account 147 | |
| 19. | Reserves 147 | |
| 20. | Results carried forward 148 | |
| 21. | Long term and short term bank borrowings 149 | |
| 22. | Deferred tax and tax income 151 | |
| 23. | Employees benefits / Other provisions 152 | |
| 24. | Capital leases liabilities 154 | |
| 25. | Other long term liabilities 155 | |
| 26. | Trade and other current liabilities 155 | |
| 27. | Earnings / (losses) per share 155 | |
| 28. | Dividends 156 | |
| 29. | Adjustments of previous year figures 156 | |
| 30. | Balances and transactions with related parties 158 | |
| 31. | Commitments and contractual liabilities 159 | |
| 32. | Contingent liabilities / receivables – litigious disputes or disputes in arbitration 160 | |
| 33. | Risk managements and policies 161 | |
| 34. | Financial assets at fair value 165 | |
| 35. | Subsequent events 165 | |
| DATA & INFORMATION FOR FISCAL YEAR 2021 167 | ||
| INFORMATION PROVIDED UNDER ART. 10 OF LAW 3401/2005 168 |
Τhe members of the Board of Directors of ANEK S.A.:
hereby represent that, to the best of our knowledge:
(a) the separate and consolidated annual financial statements for fiscal year from 1st January 2021 to 31st December 2021, which are prepared in accordance with the applicable International Financial Reporting Standards, accurately present the assets, liabilities, equity and results of ANEK S.A., as well as those of the companies included in the consolidation, aggregately considered as the group, and
(b) the annual report by the Board of Directors, accurately presents the progress, performance and position of the Parent Company and of the companies included in the consolidation, aggregately considered as the group, including the description of the most important risks and insecurities faced by them.
Chania, 15 April 2022
Chairman Managing Director Senior Vice-Chairman
ID Card No AI 473513 ID Card No. Π 966572 ID Card No. AA 490648
GEORGIOS G. KATSANEVAKIS IOANNIS I. VARDINOYANNIS SPYRIDON I. PROTOPAPADAKIS
ANEK LINES S.A. G.E.S.R. NO: 121557860000 148 KARAMANLI AVE., 73100 CHANIA, CRETE TEL.: +30 28210 24000 e-mail: [email protected] www.anek.gr
This annual report by the Board of Directors of ANEK S.A. for the fiscal year from 1st January to 31st December 2021 was drafted in accordance with the provisions of law 4548/2018 (articles 149 -154) and is in line with the provisions of law 3556/2007 and decision no 7/448/11.10.2007 of the Capital Market Commission. This report includes information relating to the progress of the Group and the Company's activities, as well as their financial position, results, significant changes and events that took place in fiscal year 2021. It also describes the most significant risks that the Company may face in the future, its anticipated progress in the current fiscal year and the most important transactions between the Company and its related parties.
ANONIMI NAFTILIAKI ETERIA KRITIS (ANEK) S.A. was established in 1967 and started operating in the passenger shipping sector in 1970. The Group of ANEK consists of:
Passenger shipping is the main activity of ANEK Group. The Parent Company provides maritime transport services by Ro/Pax vessels. Having completed a long journey of uninterrupted and dynamic presence in passenger shipping, ANEK has contributed decisively to the development of the sector, maintaining its Greek identity. The fleet of ANEK Group includes 7 privately-owned vessels and 1 long-term chartered vessel with purchase option, operating mainly in the routes of the Aegean and the Adriatic sea.
The Company's management focuses on the provision of high quality services to its customers, with particular attention to the safety of crew and passengers on vessels as well as to the protection of the environment. The main objective of the Company is Sustainable Development with responsibility, respect for the environment, employees, social partners as well as the continuous improvement of the level of satisfaction of its customers.
In 2021 the gradual restoration in economic activity led to an improvement in the economic climate and to economic recovery internationally. However, the rapid rise in energy and raw material costs has created strong inflationary pressures that are squeezing disposable income and consumers' purchasing power. In the Greek economy, the better-than-expected course of tourism and the sharp increase in exports, contributed significantly to the rise of GDP in 2021. However, the current geopolitical developments, the energy crisis, the increase in prices and the evolution of potential new variations of the COVID-19 pandemic, preserve a climate of concern on an economic level.
In the passenger shipping sector, where the negative effects of the pandemic in 2020 were particularly intense resulting in unprecedented losses of transport work and revenues, in 2021 a partial recover was achieved in the aforementioned figures. The restrictions imposed on passengers' transfers, due to the implementation of extraordinary measures to deal with the spread of the COVID-19 pandemic, continued during the first months of 2021 and were gradually abolished by mid-May, while reduced passengers capacity protocols on vessels continued to apply. However, the dramatic rise in the international oil price has absorbed the larger part of the benefit from the increase in traffic and turnover.
At operational level, in 2021 ANEK Group operated through privately owned and chartered vessels in Adriatic Sea (Ancona, Venice), Crete (Chania, Heraklion), Dodecanese and Cyclades. In Cyclades and Dodecanese, continued to operate in public service routes. In Crete and Adriatic routes the Group's vessels continued to execute combined itineraries along with vessels of "ATTICA S.A. HOLDINGS", while the chartering of a Company's vessel abroad was continued.
By executing the same number of itineraries compared to previous year, ΑΝΕΚ Group in 2021, in all routes operated, transferred in aggregate 652 thousand passengers compared to 497 thousand in 2020 (increase of 31%), 183 thousand private vehicles compared to 115 thousand (increase of 60%), and 133 thousand trucks versus 121 thousand (increase of 10%).
The Group's consolidated turnover in 2021 amounted to € 150,0 million compared to € 124,5 million in 2020, gross profit amounted to € 17,0 million compared to € 14,8 million and earnings before interest, tax, depreciation and amortization (EBITDA) amounted to € 7,0 million in 2021 compared to € 6,8 million in 2020. Also, results before interest and tax (EBIT) amounted to losses of € 3,9 million in 2021 compared to losses of € 4,5 million in 2020. Finally - including non-recurring losses, extraordinary provisions and impairments of the value of vessels, of total amount of € 27,8 million - consolidated results after taxes amounted to losses of € 40,2 million versus losses of € 14,1 million in 2020, while results after taxes and minority interests amounted to losses of € 41,7 million, compared to losses of € 15,1 million in previous year. In more details, the key figures included in the Group's financial statements and their variations are as follows:
Group's turnover in 2021 marked an important increase of 21%, namely € 25,5 million and amounted to € 150,0 million compared to € 124,5 million in 2020. Revenues from domestic shipping activities amounted to € 44,2 million versus € 40,0 million in the previous year and from shipping activities abroad amounted to € 93,3 million compared to € 75,2 million, while revenues from other activities amounted to € 12,5 million in 2021 versus € 9,2 million in 2020.
In 2021, consolidated gross profit increased by 15% and formed at € 17,0 million compared to € 14,8 million in 2020. The significant increase in fuel prices was the main factor of the increase in the cost of sales by € 23,3 million, which shaped at € 133,0 million over € 109,7 million during the previous year.
Group's selling and administrative expenses in 2021 amounted to € 20,8 million versus € 19,4 million in 2020, due to the increase in sales commissions, while other operating income and expenses recorded minor changes. Combined with the increase in gross profit, Group earnings before interest, tax, depreciation and amortization (EBITDA) during 2021 were improved and amounted to € 7,0 million versus € 6,8 million in 2020.
The Group's net financial cost for 2021 amounted to € 10,0 million compared to € 8,9 million in the previous year, while the results from investing activities formed at losses of € 25,7 million against losses of € 0,1 million in 2020. The significant losses from investing activities during 2021 resulted mostly from impairments of the value of vessels as well as from the impact of the non-exercising right to acquire the Ro/Pax vessel ASTERION II and the derecognition of the relevant leasing contract from fixed assets and liabilities (see par. "Significant events for the year 2021 and later".)
As a result of the above, the consolidated net results after taxes for 2021 amounted to losses of € 40,2 million versus losses of € 14,1 million, while the net results after taxes and minority interests amounted to losses of € 41,7 million versus losses of € 15,1 million. Similarly, total comprehensive income for 2021 amounted to losses of € 40,7 million versus losses of € 14,1 million, while total comprehensive income after taxes and minority interests amounted to losses of € 41,9 million compared to losses of € 15,1 million in the previous year.
The net book value of the Group's fixed tangible assets as of 31.12.2021 amounted to € 230,5 million
compared to € 263,5 million as of 31.12.2020. Depreciation for year 2021 amounted to € 10,9 million (compared to € 11,3 million in 2020), additions amounted to € 6,1 million and reductions amounted to € 17,9 million. From the impairment test in the value of Group vessels that is conducted at the end of each year, there was a necessity for devaluation of amount of € 9,8 million. Also, following the valuation of the Group's land and properties based on a study by an independent appraiser, an amount of € 0,6 million was recorded as an impairment of the value of the proprietary land of a subsidiary. In addition, the rights of use were positively adjusted by € 0,4 million due to changes in the terms of the relevant lease agreements. It is noted that the additions for the year 2021 relate to building installations and mechanical equipment of a subsidiary of amount of € 2,8 million, as well as to a new leasing contract for the acquisition of a new production line of a subsidiary amounting to € 3,3 million, the value of which registered in the rights of use. The reductions of the year 2021 concern the write-off from the fixed assets of the net book value of a vessel under financial lease for which the purchase right was not exercised by the Parent Company. Finally, the aforementioned valuation of land and property resulted in a decrease in the Group's investments by € 153 thousand, while there were no significant changes in non-tangible assets.
liabilities whose payment has been suspended, as part of the government measures to alleviate companies affected by the pandemic, and were included in a long-term regulatory program (included in other long-term liabilities.)
During the fiscal year 2021, the Group presented inflows from operating activities amounting to € 2,1 million compared to € 7,8 million in the previous year. Operating cash flows before the adjustments of change in working capital amounted to € 6,5 million compared to € 5,8 million in the previous year. Investing activities showed outflows (mainly due to payments for fixed assets additions) amounting to € 2,8 million compared to € 0,8 million in 2020. Finally, the financing activities showed outflows (mainly for payments of financial and operating lease installments) amounting to € 5,1 million compared to € 4,1 million in the previous year.
agement aims to preserve the leverage ratio to as low as possible levels. However, after the high losses of year 2021 and the formation of Group's equity to negative level, the leverage ratio formed at 118,9% as at 31.12.2021 versus 99,8% at 31.12.2020.
Following is an analysis of the major business risks faced by the Group. A more detailed description of the business risks and their management is provided under note 33 of the financial statements "Causes and risk management policies".
Fuel cost is the key operating cost incurred by the Group which has a direct effect on the results of each period and thus, a rise in fuel prices is the most important risk faced by the Group. Fuel prices are settled in Euro, but they are indirectly affected by the EUR/USD exchange rate used as a basis to determine the international prices. The sensitivity of the results and equity to fuel cost changes per metric ton -ceteris paribus- in 2021 was as follows:
| Fuel price change | Effect on results and equity | |
|---|---|---|
| ±5% / metric ton | (-/+) € 2,9 million | |
| ± 10% / metric ton | (-/+) € 5,8 million | |
| ± 20% / metric ton | (-/+) € 11,7 million |
According to a decision of the Environmental Protection Committee of the International Maritime Organization IMO, as of January 1, 2020, all vessels of the Group use mixed sulfur fuel of 0,5%. The Group's purchasing fuel prices on a weighted average basis in 2021 were increased by 45%, compared to the previous year, while in the first months of 2022 are forming at unprecedented high levels, significantly affected by the current energy crisis and geopolitical developments. In order to confront the risk of high fuel prices, the Group takes care to frequently adjust its pricing policy so as to counterbalance, to the extent this is possible, the negative impact in its financial results and cash flows. The Group's fuel and lubricants cost for 2021 represented a 44% of the total cost of sales, compared to 37% in 2020. Fuel cost is the most significant element of operating cost, consequently, fuel price fluctuation is the most significant risk associated with the Group's financial results. Therefore, a possible rise in fuel cost is expected to have a significantly adverse effect on the Group's operating results, cash flows and financial position.
ANEK has entered into agreements for long-term syndicated loans and credit accounts with various banks. Interests for all the above loans are calculated on the basis of the Euribor rate plus a margin. Consequently, the Company is exposed to a rate fluctuation risk, as it will be burdened with extra financial cost in the event of an increase in interest rates. The sensitivity of the results and equity to long term debt rate changes in 2021 was as follows:
| Rate change | Effect on results and equity |
|---|---|
| ± 0,5% | (-/+) € 1,2 million |
| ± 1% | (-/+) € 2,5 million |
Consequently, a possible rise in interest rates is expected to have a significantly adverse effect on the Company's operating results, cash flows and financial position.
The liquidity risk consists of the risk that the Group or the Company may not be able to meet their financial obligations and disrupt smooth operation. Due to the reclassification of long-term borrowings to short-term ones, in accordance with paragraph 74 of IAS 1, the equilibrium in the working capital of the Company and the Group was disturbed. The Group's cash and cash equivalents at 31.12.2021 amounted to € 5,7 million, while in order to avoid a possible shortage of liquidity, the management of the Group ensures that there are always available bank credits to cover emergency needs in periods of low liquidity.
The vessels of ANEK Group are performing itineraries in routes where there is intensive competition, particularly in the Piraeus-Crete and Greece-Italy routes. The effort made by each company to retain and increase its market share in the above markets may intensify competition even more, thus having an impact on their financial results. Moreover, as part of its shipping activities, the Group is trying to optimize the allocation of vessels per route, evaluates the profits from existing (and possible new) routes and sets its prices at competitive levels. A potential intensification of competition in the markets where the Group operates may have a significantly adverse effect on the Group's operating results, cash flows and financial position.
Under the existing financial conditions, all companies are facing increased credit risks. The Group is following its customers' balances closely by applying credit control procedures and defining credit limits and specific credit policies for all the customer categories. Where it is necessary, it has obtained additional guarantees to secure the credit granted even more. The accumulative provisions formed have reached the amount of € 46,8 million, and it is considered adequate to deal with credit risk, while, there is significant dispersion of the Group's receivables. Although, that there is a concentration of receivables by the Joint venture, these receivables refer to a large number of debtors (agents, truck companies etc.) that are settled through the Joint venture (as a special scheme) and therefore the risk of concentration is limited. As regards cash and cash equivalents, the Group is not exposed to any credit risk as there is natural hedging, given that there are also loan agreements entered into with the cooperating financial institutions.
Both the Company and the Group are not exposed to increased foreign exchange risk as almost all their transactions with customers and suppliers outside Greece are made in Euro. There is a very limited potential of foreign exchange risk caused by the market value of fuels, spare parts and other materials, or services procured by countries outside the euro-zone, which is limited in relation to the total of purchases and expenses.
The spread of the COVID-19 pandemic in the first months of 2022 is in relative decline, while several countries have already lifted the restrictive measures. The passenger shipping industry has been hardly hit in the last two years due to travel restrictions and reduced passenger protocols on vessels and presented unprecedented losses of revenues. However, in 2021, due to the progress of the vaccination program and the lifting of travel restrictions, a partial recovery of transport work and revenues was achieved, while even better looks the picture in 2022. However, uncertainty about the immediate future remains, mainly due to possible new mutations of the virus. Regarding the financial situation of the Group, the management estimates that the impact of the pandemic on its activity in 2022 will not be significant. The management of the Group closely monitors the developments and takes care of the implementation of the procedures and the receiving of these measures and policies that are considered appropriate and necessary, in order to ensure the business continuity and to limit the negative consequences to the greatest possible extent.
Due to the nature of its activity, the Company is exposed to risks of maritime accidents and events that may adversely affect its results, reputation, customer base and / or operation. Vessels are covered by insurance for Hull and Machinery, for value added insurance and against war risks. In addition, the Company implements strict international regulations and standards (ISM Code, ISPS Code) and puts high in the hierarchy the safety of human life and property at sea and the protection of the marine environment.
The Group operates in a complex regulatory environment that is subject to frequent changes. It therefore exposes itself to the risk of non-compliance with legal and regulatory compliance at operational level and, in particular, to risks of compliance with national law, international regulations and standards relating to maritime activity, food safety, work, malicious actions and to the natural environment.
The Group's activity (mainly shipping) is exposed to risks related to climate change and the implementation of measures that require the allocation of resources to achieve objectives related to environmental responsibility issues to reduce the environmental footprint. In particular, the assessment of sustainable development with ESG criteria for the reduction of carbon dioxide emissions, the development of recycling, the cyclical economy and the sustainable use and protection of water and marine resources. ANEK implements policies to measure and reduce carbon dioxide emissions on its vessels by reducing speed and burning cleaner fuel, while the installation of scrubbers on the newer vessels is being considered. For the foreseeable future, the financial implications for the Company are related to its adaptation to the Fit for 55 strategy of the EU for the climate. The Fit for 55 strategy published by the European Commission on 14 July 2021 proposes the transformation of the EU economy and society to fulfill climate ambitions. In the maritime sector, the goal is to reduce greenhouse gas emissions by up to 75% by 2050, by promoting the use of renewable and low-carbon fuels in maritime transport (FuelEU Maritime).
In 2022 the recovery is expected to continue, with the decisive factor being the investments and the efficient management of the resources of the Recovery Fund. At the same time, consumer spending and tourism are estimated to return to pre-pandemic levels. However, the evolution of the pandemic, the course of the energy crisis, as well as the geopolitical developments are considered to be significant factors for the economic activity and the formation of the GDP in 2022.
In the first quarter of 2022 passenger traffic and transport work fluctuated at quite satisfactory levels, however, the course of these figures will be particularly critical during the summer period where the Group's highest sales take place. In addition, the prospects of the Group will depend on the conditions of competition in the sector, as well as on the formation of international oil prices which in the first months of 2022 are at unprecedented high levels. However, given that the course of international oil prices is an unpredictable factor, any further assessment of their impact on the results of the year would be arbitrary.
At the end of February 2022, the Russian-Ukrainian crisis escalated into a military conflict with the invasion of the Russian armed forces throughout the territory of Ukraine. In addition to the humanitarian crisis, the ongoing event is causing intense geopolitical upheaval, while fears are being expressed about possible "Cold War" conditions. The incident is having a negative impact on the global economy, leading to significant increases in prices for fuel and other commodities and raw materials, while disrupting supply chains, transportation and the money and capital markets. In addition, sectors and companies with significant exposure to the Russian and Ukrainian markets or dependence on Russian capital are affected. The Group has no transactions or exposure in the Russian and Ukrainian markets, nor dependence on Russian capital, therefore the effects (mainly increase in the cost of fuel, lubricants and raw materials) from the event are indirect and presently are considered limited. In the context of the energy crisis exacerbated by the Russia-Ukraine conflict, the Company is exposed to increased fuel prices in terms of costs, while the inevitable imposition of fuel surcharges on ticket prices may adversely affect passenger traffic and revenue.
The management of the Group closely monitors the developments and takes care of the implementation of the procedures and in particular the receiving of the necessary measures in order to ensure the smooth operating activity and to minimize the consequences of the energy crisis and the geopolitical developments.
It is noted that the financial statements of the Group are included under the equity method in the consolidated financial statements of PIRAEUS BANK (hereinafter "BANK"). The transactions and balances of the Parent Company and the other companies of the Group with the BANK group relate, mainly, to loans and debit interest, commissions and other bank expenses, as well as to deposits and credit interest. The BANK's share in the balance of the syndicated bond loan of the Parent on 31.12.2021 amounted to € 102.472 thousand compared to € 99.461 thousand on 31.12.2020, as the corresponding interest for 2021 amounted to € 3.011 thousand over € 2.793 thousand in 2020. Also, there are other liabilities of the Parent to the BANK amounting to € 57 thousand, same as at the end of previous year, while the commissions and other bank expenses amounted to € 211 thousand over € 444 thousand in 2020. Finally, the deposits of the Group companies in the BANK on 31.12.2021 amounted to € 529 thousand over € 789 thousand on 31.12.2020.
The most important transactions and balances between the Parent Company and its subsidiaries (ETANAP, LEFKA ORI, AIGAION PELAGOS, ANEK HOLDINGS S.A.), its associate (ANEK LINES ITALIA) and its related parties (JV ANEK - SUPERFAST, hereafter "JOINT VENTURE"), mainly, pertain to vessels' chartering, tickets issuance commissions, vessel agency, other services and the purchase of bottled water. Executives' fees refer to dependent employment services and BoD members' fees pertain to fees paid and remunerations for meetings. The invoicing of transactions between the above companies was done in accordance with the arm's length principle. Following are the most important transactions and balances between the Parent Company and its related parties, in accordance with IAS 24:
In 2021 ΑΝΕΚ had income through its subsidiary ETANAP from dividends amounted to € 163 thousand, same as in 2020.
The gross fees to Directors and BoD members for fiscal years 2021 and 2020 refer to short term benefits and are analyzed as follows:
| Group | Company | |||
|---|---|---|---|---|
| 01.01.21- | 01.01.20- | 01.01.20- | ||
| 31.12.21 | 31.12.20 | 01.01.21- 31.12.21 |
31.12.20 | |
| Executive members of the BoD | 677 | 692 | 413 | 409 |
| Non-Executive Members of the BoD | 14 | 14 | 14 | 14 |
| Management executives | 890 | 911 | 890 | 911 |
| 1.581 | 1.617 | 1.317 | 1.334 |
At the end of fiscal year 2021, the Company and the Group had a liability to the above persons amounted to € 13 thousand (€ 8 thousand as at 31.12.2020). As of the balance sheet date there were no stock option plans for BoD members and executives or other benefits depending on the value of shares.
VIΙ. NON-FINANCIAL REPORTING based on Article 151, par. 1 of law 4548 /2018
In the Corporate Social Responsibility (CSR) report we imprint the responsibility and consistency of our Company towards our fundamental business, social and environmental commitments, which are interrelated with our corporate strategy. It follows the GRI Standards guidelines, the Global Compact Principles, as well as the ESG bulletin board of the Athens Stock Exchange.
Sustainable Development is a commitment for ANEK and is realized through a process of continuous improvement, strengthening our competitiveness and strengthening our strategy to operate, creating value for all stakeholders.
In 2021 an extremely difficult period continued due to the COVID-19 pandemic. This has had a significant negative social and economic impact internationally. At ANEK, from the first moment of this difficult period, we focused on ensuring our business operation, the protection of the health and safety of our employees at sea and on shore and of our customers and suppliers. In the given difficult and unusual business conditions we are experiencing, we will continue to operate with corporate responsibility, to create value for society and to reduce our environmental footprint, consistent in our commitment to continue our course with corporate ethics, social responsibility and responsible corporate governance in collaboration with all stakeholders.
With the main goal of Sustainable Development, we are informed, we evolve and finally we consolidate our position in the coastal shipping industry. Our contribution to Sustainable Development is inextricably linked to our business and the role we play in the value chain of our customers and the wider market.
We operate in accordance with the Code of Ethics and condemn any incident of corruption.
We implement an effective Internal Audit System in order to ensure the observance of the internal procedures that concern the current legislative and regulatory framework, while at the same time all our business relations are characterized by transparency and reliability.
We give priority to our supply chain, maintaining the independence and integrity of our relationships with our suppliers.
We adopt and develop actions aimed at reducing and hedging the environmental impact of our activity.
We contribute to reducing carbon footprint, reducing air pollution, and ensuring sustainable water and waste management.
We stand by our people and invest in them.
We take care every day for the continuous improvement of the health and safety conditions.
Under the principal that each employee is a special value, we reject any form of social exclusion, offering equal opportunities in a healthy and harmonious work environment.
With a sense of responsibility towards society, we undertake actions that focus on education, culture, sports, the environment, vulnerable groups, with the final impact on the substantial development of the societies in which we operate.
The high degree of competitiveness, the provision of innovative services but also the responsible business activity constitute the commitment of our Company for a sustainable future.
In 2021 and for the following years, the priorities of ANEK LINES regarding Sustainable Development, are summarized in the following:
We recognize our environmental responsibility and operate through ways that reduce the impact that our activity has on the environment.
to combine efficiency and financial viability with corporate responsibility and sustainability.
We transferred:
The Company through an internal process defined its strategy and the setting of goals and priorities of Sustainable Development. A process that consisted of the analysis of the essential issues which are presented below. In this context, the following 5 main priority axes were identified:
| Financial capital | Vision | Key Priorities for Sustainable Development |
Production Cap ital |
|---|---|---|---|
| Turnover | To develop into a dy namic and stable busi ness Group by develop ing our business strategy so that our work reflects our values in a positive sign to our sustainability and to our development. |
Business Ethics We adopt best practices of business ethics, corporate governance and risk man agement. We encourage our partners to apply responsible business practices. |
|
| Human Capital | Strategy | Health & Safety of Employees | Human Capital |
| Employees Training hours for em ployees |
To offer high quality ser vices in the passenger shipping industry and to constantly evolve to meet the needs of our customers. |
We support our employees by offering a healthy and safe working environment. |
Benefits for employees. |
| Natural Capital | Values | Innovation | Social Capital |
| Electricity consumption Water Consumption |
Ethics, Integrity, Safety, Innovation - Environ mental Responsibility. |
We are redesigning the way we operate in the light of the transition to the new digital age. We are exploring the possibilities of more efficient use of technology in our activ ities. |
Taxes paid Suppliers |
Since the beginning of its operation, ANEK has focused on creating added value throughout the chain of its business activity, operating as a Sustainable and Responsible multi-shareholder company. This added value is maintained and strengthened by the Company itself and then disseminated to all its social partners.
| ANEK | | with design and planning, | |
|---|---|---|---|
| | by devotion to the values and to the | ||
| assurance of its shareholders, | |||
| | through the healthy and efficient | ||
| management of resources and means, | |||
| for over 50 years, | ture. | ||
| In this context | | corporate responsibility, | |
| | transparency, |
social solidarity,
it has emerged as an important growth driver for the development of the economy and tourism, primarily of Crete and consequently of its society and cul-
are for the Company milestones and inviolable principles in its development.
ANEK has reduced its primary goal to ensure its efficiency and long-term growth by incorporating ESG criteria in its business activities. The goal of the Company is the minimization of risks in the exercise of its business activities, the program planning for the identification of new sustainable investments in the maritime transport sector as well as the maintenance of a positive ESG imprint. The focus on ESG factors, reinforce the core values and sustainability strategy of the Company. In this way the Company demonstrates a sense of responsibility in decision making as well as in securing its shareholders. The following policy of the Company according to the ESG principles contributes:
Implementing the strategy based on ESG standards, we have adopted frameworks and sustainability standards such as:
The following table presents the ESG benchmarks in the areas of Environment - Society - Corporate Governance:
| ESG categorization | ID | Index Name |
|---|---|---|
| Environment | C-E1 | Direct Emissions (Scope 1) |
| C-E2 | Indirect Emissions (Scope 2) | |
| C-E3 | Energy consumption within the body | |
| Society | C-S1 | Working women |
| C-S2 | Women working in managerial positions | |
| C-S3 | Personnel mobility indicators | |
| C-S4 | Employee training | |
| C-S5 | Human rights policy | |
| C-S6 | Collective labor agreements | |
| C-S7 | Supplier evaluation | |
| Α-S1 | Involvement of interested parties | |
| SS-S8 | Customer satisfaction | |
| SS-S9 | Customer complaint management mechanism | |
| SS-S10 | Integration of ESG factors in business activities | |
| Corporate Governance | C-G1 | Sustainable development supervision |
| C-G2 | Business ethics policy | |
| C-G3 | Data security policy | |
| A-G1 | Business model | |
| A-G2 | Materiality Issues | |
| A-G3 | ESG Objectives |
The process of materiality analysis, ie the way of recognizing, understanding and prioritizing the issues of Sustainable Development is one of the key components of the responsible operation of ANEK.
The Company enriches and shapes its strategy towards Sustainable Development in order to operate responsibly in the full range of its activities, locally, nationally and internationally. Through the assessment of important issues, the Company aims at the most complete information of its shareholders, customers and all interested parties. The key issues by axis of corporate responsibility for ANEK and their connection to the United Nations Global Sustainable Development Goals are reflected below:
| a /a | Important issue | Axis of corporate responsibility |
Linking to the global Sustainable Development Goals |
|
|---|---|---|---|---|
| 1 2 |
Economic growth and sustainability Transparency and fight |
Business model and corporate governance |
8 16 |
|
| 3 | against corruption Quality of services |
|||
| 4 | Customer satisfaction | Company profile - Market |
12 | |
| 5 | Employment | 8 | 5 | |
| 6 | Employee development and training |
Human resources | 10 | |
| 7 | Service security | 16 | ||
| 8 | Employee health and safety | Health and safety | 3 | |
| 9 | CO2 Emissions | 13 | 14 | |
| 10 | Waste management | Environment | 6 | 15 |
| 11 | Contribution to society | Society | 3 | 11 |
At ANEK, in accordance with the principles and values, strategy, market, and society as a whole, we define our social partners (stakeholders) who influence and / or are directly and indirectly affected by our activity, in order to ensure a mutual and beneficial cooperation.
| Employees |
|
|---|---|
| Ways of Communication / Methods of Participation | Communication Frequency |
| Annual ratings | Annually |
| Education - dialogue | Periodically |
| Events - meetings | Periodically |
| Internal electronic communication network | Daily |
| Customers |
|
| Ways of Communication / Methods of Participation | Communication Frequency |
| Customer service department, sending e-mail / sms | Frequently |
| Satisfaction-complaints questionnaire | Periodically |
| Social media | Periodically |
| Loyalty - website | Frequently |
| Shareholders, Investors - Capital Providers |
|
| Ways of Communication / Methods of Participation | Communication Frequency |
| Meetings, websites | Periodically |
| General Assembling, Financial Statements | Annually, biannually |
| Publications, announcements | Periodically |
| Sales Network (Agencies - Shipping Agents) |
|
| Ways of Communication / Methods of Participation | Communication Frequency |
| Meetings, dialogue, synergies | Frequently |
| Information systems | Periodically |
| Contracts | Annually |
| Suppliers |
|
| Ways of Communication / Methods of Participation | Communication Frequency |
| Meetings, dialogue, answering questions, resolving disputes, contracts |
Frequently |
| New supplier selection process | Periodically |
| Insurers - Brokers |
|
| Ways of Communication / Methods of Participation | Communication Frequency |
| Contracts, communication, dialogue, meetings | Frequently |
| State and Regulatory Authorities |
|
| Ways of Communication / Methods of Participation | Communication Frequency |
| Inspections, audits, meetings | Frequently, periodically |
Responsible entrepreneurship is supported by the systems and procedures we have developed that determine how we operate, how we work with our suppliers, how we serve our customers and how we perceive our role in society. Our objective is the systematic adoption of Sustainable Development in such a way as to allow the improvement of our procedures and the evaluation of the impact of our business operation. The standards are applied to all our vessels and the observance of all the prescribed procedures is confirmed through the annual relevant inspections.
Our priority is to ensure the seaworthiness of our vessels. The main concern, according to the certified Safe Management System, is the safety at sea with the prevention of any damage and the safe operation of the vessels, through the development and application of safety valves for any case of possible danger.
• Within the framework of the system, the Safety Management Manual has been prepared which describes our policy, the procedures and guidelines we have developed, the defined responsibilities of our staff, the procedures for reporting accidents, dangerous situations and non-compliance with the Code, the preparation and response procedures for emergency situations, internal control procedures, the assessment of all identified risks and the adoption of appropriate safety measures.
• We operate in accordance with the International Safe Management Code (ISM Code) for the prevention of pollution in the environment, while the Safe Management System (SMS) that we have developed enables the Company to effectively implement its policy, assessing all recognized maritime risk avoidance of pollution and reduce the likelihood of causing an environmental accident.The Safe Management System and the vessels of the Company are certified by the competent authorities.
The priorities of ANEK LINES are safety, high quality of services and reliability. These goals are achieved through certifications according to the international standards of recognized organizations:
• ANEK complies with the International Safety Management System (ISM Code) and the International Ship and Port Facility Security Code (ISPS Code). In addition, ANEK complies with the International Maritime Labor Convention (MLC 2006) and the relevant crew quality standards (skills, qualifications, experience, etc.) STCW Convention.
| Thematic Unit | Achieving goal 2021 |
|---|---|
| Business ethics practices • |
Training of employees on regulatory compliance issues. |
| • Information & personal data management |
Implementation of information management system. |
| • Procurement and Cooperation Management with suppliers and contractors |
Integration of sustainable development criteria in the evaluation process of important suppliers, partners and subcontractors. |
| Business continuity • |
Design of a comprehensive plan at Group level for business continuity. |
| A N N U A L R E P O R T O F T H E B . O . D . F O R T H E F I S C A L Y E A R 2 0 2 1 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| --------------------------------------------------------------------------------------- | -- | -- | -- | -- | -- | -- | -- | -- | -- | -- |
| Sustainable Development Strategy | • | Complete the process at 100%. |
|---|---|---|
| Policies and procedures | • | Implementation of a central management system of policies and procedures. |
| Thematic Unit | Achieving goal 2021 | |
|---|---|---|
| Enhancing corporate culture | • | Employees 100%. |
| Training | • | Training of executives to acquire skills necessary for the transition to the digital age. |
| Evaluation and development | • | Promotion of Supervisors through perspective evaluation. |
| Enhancing diversity | • | Creation of a plan to strengthen gender equality in the human resources of the Company. |
| Enhancing a culture of health and safety at work at all levels |
• | Full implementation of an on-site inspection of vessels in health and safety of employees by the DPA. |
| • | Health and safety inspections. | |
| • | Zero accidents. |
| Thematic Unit | Achieving goal 2021 | |
|---|---|---|
| Process automation | • Further development of administrative information Using Business Intelligence tools. |
|
| Remote work enhancement | 50% |
| Thematic Unit | Achieving goal 2021 |
|---|---|
| Monitoring performance on environ | • Full compliance with the requirements of national and |
| mental issues | European regulations. |
| Solid & liquid waste management | • Rational management at 100% by providers. |
| Improve our performance in | |
| environmental issues by 15% | 60% |
| Energy savings in offices | |
| by 12% | 60% |
| Water saving on vessels and offices | |
| by 6% | 50% |
| Education and awareness on | • Annual training and awareness plan on environmental |
| environmental issues | and energy issues. |
| Thematic Unit | Achieving goal 2021 |
|---|---|
| Social contribution | • Strengthening social contribution actions. |
In short, the whole framework of the structure of the projects is highlighted by the principles: RESEARCH-CREATE-INNOVATE
| TITLE | DESCRIPTION |
|---|---|
| H2020-MG-2-2-2018 | A holistic passenger ship evacuation and rescue ecosystem – PALAEMON |
| HORIZON-CL5-2021-D5-01 | Zero waste Heat vessel towards relevant Energy savings also thanks to IT technologies "ZHENIT" |
| Connecting Europe Facility (CEF) - Transport 2014 |
POSEIDON MED II |
| H2020-MG-2018-2019-2020 | Sustainable technologies for future long distance shipping towards complete decarbonisation - "ENGIMMONIA" |
| H2020-SU-SEC-2018-2019-2020 | Innovative & Integrated Security System on Board Covering the Life Cycle of a Passenger Ships Voyage - ISOLA |
| Goal | Reference | Corporate approach |
|---|---|---|
| 3 | Good health and prosperity | Ensuring an accident-free working environment. Adaptation to the international standard ISO 45001. |
| 5 | Gender equality | Our priority is to limit any discrimination at work. |
| 8 | Decent work and economic development |
We promote a working environment of respect, equality, security and meritocracy. |
| 10 | Less inequalities | Support for selected actions of high social value that enhance the harmony of coexistence with local communities and the wider society. |
| 11 | Sustainable cities and communities |
We contribute to the effort to protect and preserve the cultural and natural heritage. |
| 12 | Responsible consumption and production |
We contribute to the reduction of waste production through prevention, reduction and recycling. |
| 13 | Climate action | We take all necessary measures to stabilize and reduce CO2 emissions, as well as to reduce energy consumption. |
| 14 | Life in water | We help prevent all forms of marine pollution. |
| Essential Issues | Importance of impacts on Sustainable Development |
Importance for the Social Partners |
Economy | Society | Enviro nment |
Sustainable Development Goals |
|
|---|---|---|---|---|---|---|---|
| Ensuring the Health & Safety of Employees |
3,5 | 4,0 | | | 8 | 10 | |
| Ensuring Regulatory Compliance and Business Ethics |
4,3 | 4,4 | | | 3 16 |
||
| Creation - Distribution of Direct Economic Value |
4,3 | 3,6 | | | 8 | 10 | |
| Quality of Services |
2,5 | 3,7 | | | 3 | 8 | |
| Safety | |||||||
| Waste management |
3,6 | 2,2 | | | 14 | 3 | 6 |
| Reduction of Co2 emissions |
4,3 | 3,8 | | | 12 | 14 | 15 |
| Protection and conservation of biodiversity |
3,3 | 2,9 | | 14 | 15 | 13 | |
| Defending human rights at work |
1,6 | 1,8 | | | 10 | 3 | 5 |
Environmental protection is a priority for ANEK Group. Our target is the responsible operation and the reduction of our environmental footprint, through the systematic monitoring of our operational activity evaluating our environmental performance.
The Company's policy regarding its adaptation to Climate Change, or otherwise the reduction of its vulnerability to the phenomenon, is connected with three main factors:
a) the identification of potential risks and the possible integration of the issue of adaptation to climate change into its business decisions,
b) avoiding or minimizing the damage associated with climate change and, where possible, seizing opportunities to adapt to changing conditions, and
c) the implementation of measures to respond to existing or projected impacts.
For 2022 and in the near future, the obvious financial implications for ANEK are related to the adjustment to the EU Fit for 55 strategy for the climate.
To respond effectively to climate change, we analyze the relevant risks and opportunities and design effective response strategies. This includes checking different scenarios to determine the impact of climate change on our business over time. The risks and opportunities of climate change affect almost every aspect of our business.
| Strategies | Reduction of CO2 emissions in offices |
Saving energy in offices |
Sustainability in fleet operation |
Supply Chain |
|---|---|---|---|---|
| Measures | "Improving energy efficiency" |
"Management of energy saving projects" |
"Best practices for reducing CO2 emissions" |
"Improvement in the supply chain" |
| Actions | Improvement / replacement of mechanical equipment |
Installation of smart systems control |
Investments in scrubbers, Maintenance, Smart management of fleet operation |
Digitization, Evaluation |
| Risks | Our approach | Opportunities |
|---|---|---|
| Cost management of participation in the European Emissions Trading Scheme – EU ETS |
Establishment of an emission reduction and emissions trading system. |
Procedure for determining the internal carbon price. Promoting the electrification of vessels (cold ironing). |
| Compliance with CO2 | Scrubbers installation | Use of Clean Development Mechanism for workplaces. |
| A N N U A L R E P O R T O F T H E B . O . D . F O R T H E F I S C A L Y E A R 2 0 2 1 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| -- | --------------------------------------------------------------------------------------- | -- | -- | -- | -- | -- | -- | -- | -- |
| Transition risks | emission standards | design, speed reduction, maintenance. |
Implementation of an operational model based on roles, responsibilities, compliance and reporting. |
|---|---|---|---|
| Equipment energy efficiency regulations Impairment of vessels and their equipment |
Study of the range of interventions - projects for the adaptation of facilities and critical energy infrastructure to climate change. |
Installation of energy efficient equipment. Obtain sustainability certificates and energy labels. |
|
| Increase in capital costs and operating costs of vessels |
Operational fleet flexibility related to, inter alia, speed and fuel economy. |
||
| Natural Risks | Strengthen internal sustainability activities and strengthen external communication. |
Upgrading services, Investing in digitization |
|
| Supply chain, Society | Monitoring & Control of Environmental and Regulatory Compliance. |
and interoperability at the operational level. |
ANEK's strategic goal is to ensure its sustainable operation and development, while meeting the requirements of all stakeholders in a balanced way, providing its customers with comprehensive, innovative and high quality services, safe working environment for employees, suppliers and partners mutual benefit relations, creating economic value for shareholders, respect and protection of the environment and social economic development and prosperity.
9.1 Based on the values of responsibility, integrity, transparency, efficiency and innovation, ANEK is committed to:
The Company aims at achieving positive financial results, implements a system of rational corporate governance, evaluates and manages business risks in order to safeguard the interests of shareholders. Within the framework of Corporate Governance, the Company develops procedures and takes measures to enhance transparency, as well as to prevent and fight corruption.
Particularly:
The Company invests in the optimal and complete satisfaction of its customers in order to provide high quality services and added value, thus improving its position in an ever-changing business environment, such as that of passenger shipping. In addition, the Company expects responsible business behavior from its suppliers and partners.
The Company respects and supports human rights and implements policies of fair reward, meritocracy and equal opportunities for all its human resources, without any discrimination and with respect for diversity. At the same time, it offers opportunities for development through continuous training and systematic evaluation of its human resources. It is of great importance for the Company to provide a healthy and safe working environment.
The Company, in the field of environmental management, applies the principle of prevention and harmonizes with the principles and regulatory framework regarding the proper management of vessel waste, CO2 emissions, energy and water saving, thus aiming to minimize its environmental footprint from its activities.
For the Company, the contribution to the local communities is inextricably linked to its business activity. For this purpose, it implements important actions that have as main recipient both the local communities in which it operates, as well as the wider society as a whole. Its important social work includes a series of actions that are developed in the long run and concern sports, culture, health and education.
10.1 The corporate governance structure of ANEK aims to ensure Sustainable Development in the long run, ensuring transparency across the range of management levels. At ANEK we adopt an effective Corporate Governance environment as:
By taking the necessary measures to ensure the confidentiality of information, ANEK is committed to protecting the confidential information concerning our customers and our traders and to use it solely for the purpose for which it is provided. "Confidential" are considered the information that comes to the knowledge of the employees directly or indirectly, during the performance of their duties and may relate to the Company and the Group, customers and other involved persons.
Protection of personal data of our staff, customers and suppliers
In the context of the processing of personal data, specific information is collected and processed, which concerns our staff, suppliers and customers with whom there is any kind of business relationship, persons with whom there is a cooperative relationship, as well as third parties in the context of any another relationship. This information is collected in a endorsed and lawful manner, for specified, clear and lawful purposes and is kept secure, only for the period provided for the realization of the purposes of their collection and processing.
Sustainable Development is a high priority for ANEK. It is firmly integrated into its strategy through the regular review of all issues that are essential to the participants, the design of appropriate actions and objectives, as well as the implementation of environmental and social practices and governance practices.
Responsibility in society as a whole
Communication and cooperation
ANEK's Business Ethics Policy includes the fundamental principles, rules and values that shape the framework of corporate activities and determine its daily behavior and practice. In combination with the framework of Corporate Governance, they determine the framework of the business operation of the Company. The Policy is based on the 10 principles of the United Nations Global Compact which cover the areas of human rights, working conditions, the environment and the fight against corruption. Adherence to the above principles is a necessary condition for achieving the economic and social goals of ANEK and is a commitment of all, regardless of the degree and position or form of service provided.
ANEK's Business Ethics Policy aims to contribute to the further promotion of ethical integrity, honesty, transparency, as well as good professional conduct at all levels of ANEK hierarchy.
The Business Ethics Policy is addressed to:
All the executives of the Company are obliged to observe, behave and act in accordance with the principles that govern the Business Ethics Policy of the Company. They must show prudence and good judgment in their actions and perform their duties in accordance with ethical practice and the concept of compliance.
No relationship with third parties prevails over the ethical business and ethical standards and reputation of the Company. The relations with the interested members, in the whole range of the Company's activity are governed by transparency, trust, respect, honesty and integrity. Transparent transactions with Suppliers / Partners / Agencies are paramount and essential. The Company terminates any transaction, if it finds that the above trading parties apply illegal or non-transparent practices.
Integrity
ANEK is committed to operating with integrity. It follows ethical business practices and conducts its activities with transparency and reliability. The development and success of ANEK is based on the superiority of its services. Corruption, money laundering, bribery or any other illegal activity are strictly prohibited. The Company's performance and competitiveness are developed exclusively through legal practices.
Gifts-donations
It is strictly forbidden to accept gifts, donations that may challenge the integrity of the Company or influence its business decisions.
Sponsorships and donations
Within the framework of Corporate Social Responsibility, the Company sponsors for social and humanitarian reasons or in order to support social actions that promote education, culture, sports and good environmental behavior.
Prevention of corruption
In accordance with the relevant anti-corruption and anti-bribery legislation, we do not allow any form of bribery among employees, business partners or any other professional practice, which could create the impression of inappropriate influence.
Money laundering
The Company does not accept any activity that may be related to money laundering or illegal financing and fully complies with all relevant laws and regulations by applying all necessary preventive measures.
The Company promotes a culture of ethical behavior against fraud and corruption. The Management has the main responsibility for the prevention, monitoring and taking measures in case of fraud and possible malicious behavior.
The Management and all the executives of the Company, as well as any other persons acting on behalf of the Company, are obliged to comply with the regulatory framework and the rules deriving from it and to observe legality. The main priority of the Company is the respect and faithful observance of the institutional framework.
The Management and the executives must carry out their personal and any external activities in such a way that does not conflict with the interests of the Company. In case of a conflict of interest issue, the person involved should immediately report it to the Chairman of the Board who is also responsible for the required actions to address and resolve the problem.
The Company does not offer to customers, authorities or bodies or to any of the representatives of the above, any rewards or benefits in violation of either the current legislation or generally accepted business practices. The management and the executives of the Company are not allowed to accept payments, gifts or any other form of remuneration from third parties that could affect their objectivity in making professional decisions. The generally accepted standards of social responsibility and the fundamental values of the Company, as described in the Business Ethics Policy, are an obligation of acceptance by the Suppliers / Partners / Customers.
Cooperation and contacts with Government Authorities are governed by the principles of transparency, legality and laws. Bribery of public or government officials is prohibited. The Company's Management, committed to maintaining transparency in the entire range of its activities and financial reports, prohibits the provision or receipt of any illegal supplies, bribes or similar payments of any kind as well as personal conveniences of any public or state entity.
ANEK supports and respects the protection of human rights and ensures that any kind of violation or violation of them is avoided. Based on the above, it recruits, evaluates and manages in such a way as to avoid discrimination related to race, gender, religion and political beliefs. The only factors that are taken into account are: the experience, personality, efficiency, skills and qualifications of each employee. Ensures impartial behavior and respects the privacy of each employee. The Company prohibits any form of threat or violence and any kind of harassment (including sexual harassment).
ANEK ensures that all employees and professional associates are involved in its business cycle, working in a healthy and safe working environment, in accordance with internationally recognized standards and safety rules of labor law. In this context, it monitors and controls the relevant risks and takes all the necessary preventive measures against accidents. All employees are properly and systematically trained to ensure the adequacy of their knowledge in health and safety issues. The Company ensures the systematic inspection of the observance of the rules of safe work, with the ultimate and unique guideline "no accident".
In addition to contributing to the economic development of the local communities where the Company operates, it consciously and actively supports their cultural and social development, with actions that promote education, the environment, sports and culture.
ANEK's business strategy is inextricably linked to Sustainable Development in the long run. In this context, it implements practices in order to achieve the continuous improvement of its environmental performance. Goals of ANEK comprise:
The Company follows the principle of prevention in environmental challenges, taking initiatives to promote general environmental responsibility. The Company implements a certified Environmental Management System according to an internationally recognized environmental standard (ISO 14001).
Continuous and complete monitoring of our processes in order to adapt to the new requirements to minimize our impact on the environment. In this context:
Sustainability is an important part of our business operation. Ongoing environmental impact assessment of marine ecosystems makes it necessary, on the one hand, to adhere to strict environmental management standards and procedures and, on the other, to ensure a balanced approach based on sustainable interaction.
A necessary element of our environmental policy is the compliance of the procedures with the current European and Greek legislation, which ensures the environmental protection from the possible risks of pollution coming from vessels.
• For the operation of our vessels we take measures in accordance with the regulatory framework to reduce our environmental footprint in relation to Fuels and Lubricants, Water Management, Waste Management, Energy Saving.
| 1 | 2 | 3 | 4 | 5 |
|---|---|---|---|---|
| Prevention of pollution |
Minimizing the envi ronmental impact |
Regular review of envi ronmental manage |
Training of stake holders in envi |
Compliance with the regulatory |
| ment system | ronmental issues | framework |
| Liaison with the UN Global Compact Principles | Material Issues |
|---|---|
| 7th Principle | Biodiversity & Rehabilitation |
| Energy & Gas Emissions | |
| 8th Principle | Pollution prevention |
| Water management | |
| 9th Principle | Circular Economy (Waste Management) |
| Adaptation to Climate Change |
A necessary element of our environmental policy is the compliance of the procedures with the current European and Greek legislation, which ensures the environmental protection from the possible risks of pollution coming from vessels.
a. The environmental management system is an integral part of the implementation of the individual objectives of our environmental policy, which includes:
b. In this context, we strictly follow all the procedures described in the relevant legislation. In order to identify the sources from which our environmental impact can be reduced:
• We raise the awareness of our customers regarding the protection of the environment with information about our actions in the protection of the environment through our corporate website, in our corporate magazine and through social media.
It is our ongoing aim to prevent and reduce the possibility of causing an environmental accident, in particular during the procedures related to the entry and exit of liquid and solid materials to/from the vessel.
Seeking our contribution to water saving, we follow procedures that contribute to reducing the use of fresh water, such as:
| Category | Quantity / m3 | |||
|---|---|---|---|---|
| Year | 2021 | 2020 | ||
| Vessels water intakes | 130.954 | 113.772 | ||
| Offices | 1.276 | 1.170 |
The Company complies with all national and European regulations and operates in accordance with the standards set by the competent ministries, port organizations and supervisory bodies.
Waste and sewage management is broken down into:
The vessels comply with all the necessary procedures and standards on garbage handling. These procedures include separating recyclable and non-recyclable materials on board the vessel, in specifically designed areas, as well as keeping a Garbage Record Book. In addition to separating recyclable and non-recyclable materials, oily residue is also separated from garbage, as it needs special handling. All types of garbage are delivered to operators that are capable of handling each type of garbage and comply with the relevant procedures and standards specified by the regulations and legislation in force.
Vessels comply with all the necessary sludge handling procedures and standards to make sure that sludge is disposed of safely without causing any environmental impact. Subsequent sludge handling is carried out in accordance with the regulations of the host port by a duly certified operator, to mitigate environmental impact. The International Oil Pollution Prevention Certificate (IOPPC), which is obtained by all vessels and is renewed in accordance with the legislation in force, serves as an extension and ratification of the procedures and standards complied with.
We comply with all necessary procedures and standards on bilge water handling. Just like sludge, bilge water is disposed of on trucks from the vessel to onshore facilities, in accordance with the regulations of the host port, making sure that they are properly handled to mitigate environmental impact.
We comply with all necessary procedures and standards on sewage water handling. The regulations and procedures observed ensure environmental compliance and are verified by the International Sewage Pollution Prevention Certificate (ISPPC). To ensure proper sewage water handling, all vessels are provided with a sewage treatment plant, the output point of which is fitted with a control sensor to ensure that the water discharged is pure.
| Category | Quantity | ||
|---|---|---|---|
| 2021 | 2020 | Change 2021/2020 | |
| Solid non-hazardous waste/m3 | 14.980 | 15.324 | -2,26% |
| Special waste/kgr | 152.765 | 148.175 | 0,03% |
| Oil residues/m3 | 1.938 | 2.035 | -0,05% |
We take measures to reduce energy consumption both at our headquarters and agencies, as well as on our vessels.
| Electricity | Consumption(KWh) | Energy consumption (GJ) | tn CO2e1 | |
|---|---|---|---|---|
| 2021 | 906,01 | 3.261,64 | 652,28 | |
| 2020 | 948,91 | 3.416,07 | 683,21 | |
| 2021/2020 | Energy Index Improvement EnPI 4,52%. |
During 2021, the successful implementation of the EMS in the Company continued. Based on the internal inspection that was carried out, the User Manual of EMS was followed and the statements of suppliers of energy products and services were updated.
– Inspection of the building and equipment
The buildings were inspected in Chania and Piraeus together with the maintainer for the equipment overview and the equipment supply and maintenance tabs were completed.
1 Conversion rate: 0,72kgreCO2/KWh (Source: ΙΕΑ-CO2 Emissions from fuel Combustion)
The energy review of the buildings in Chania and Piraeus was checked, which shows the gradual improvement of their energy efficiency based on the energy baseline of 2018. The energy improvement in 2021 based on the energy index set (EnPI) is 4,52%.
It was found that there is a need for resources for equipment for recording energy parameters, energy management equipment (BEMS) and training of human resources. Resources will also be sought for the gradual replacement of fluorescent lamps with LED lamps.
There are pending subsidized programs, such as the "Exoikonomo" program for businesses and the Company's eligibility to subsidize energy upgrade actions should be investigated.
– Internal Inspections
An internal inspection was carried out on 10.12.2021 in Chania and on 14.12.2021 in Piraeus.
Annual inspection of hull machinery and equipment according to lists (check-list), which contribute to the reduction of greenhouse gases and environmental pollution by reducing consumption.
Vessels operating abroad are equipped with an Energy Efficiency Certificate, while all vessels have an energy efficiency plan, as well as IAPPC - International Air Pollution Prevention Certificate. Their revision and renewal is done in accordance with the current legislation.
| Tons of Equivalent CO2 m/t | ||||
|---|---|---|---|---|
| YEAR | 2021 | 2020 | % change 2021/2020 | |
| Total m/t | 366.463 | 353.253 | 3,74% |
| | Emissions CO2 reduction by 5% |
• | 68% | • | 32% | |||
|---|---|---|---|---|---|---|---|---|
| | Improve our environmental performance by 15% |
• | 60% | • | 40% | |||
| Commitment | | Energy savings in offices by 12% |
Implementation 2021 | • | 60% | Performance Goal 2022 | • | 40% |
| | Water saving in vessels and offices by 6% |
• | 50% | • | 50% |
Continuous improvement in Health and Safety is a primary and timeless commitment. Health and Safety in the workplace and the prevention of risk is for us a moral obligation and a business necessity that goes beyond the narrow confines of a simple legal obligation. Our primary concern is to take measures and implement projects and programs, in order to achieve our permanent goals for Health and Safety in the workplace, which are formulated as follows:
In 2021, 5 minor crew accidents were recorded in ANEK. It should be noted that 5 minor accidents include 3 accidents with zero days off work.
– Accident rate 0,007% - Total 1.258.120 working hours.
Actions to achieve the Health and Safety objectives relating to vessels are mainly concerned with the development of culture, safety and are based on the following actions and tools:
Meetings
By recording the issues and proposals, the security issues are constantly re-evaluated and actions for improvement are launched.
Of the International Safeguards Code ISM
Inspections
Continuous inspections result in raising awareness of the inherent risks of the work and improving the safety culture
| Inspections | Drills | Training |
|---|---|---|
| ISM 7 | ISM 700 | ISM/ISPS/COVID-19/Cyber |
| Security | ||
| Port Authorities 28 | ISPS 53 | 500 hours |
| P+I Club 4 | COVID-19 36 | |
| ISPS 1 | ||
| MLC 3 |
Based on ethical principles and good business practices, to contribute to the development of the local communities in which we operate, creating and attributing value to our Social Partners.
ANEK is committed to respecting and protecting all categories of human rights that are an essential issue of Sustainable Development both for the Company itself and for the groups of its social partners. Respect for human rights is included in both the Company Code of Business Ethics and the Code of Suppliers as one of the fundamental responsible practices of employees and the supply chain. This policy establishes a framework for promoting respect for and protection of human rights, both within the Company's internal environment and within its sphere of influence.
The Company's Human Rights Policy expresses its zero tolerance for their violation, as well as the avoidance of any transaction and contact with third parties that may have caused or there are reasonable suspicions that they may participate in the creation of conditions that may cause violations
of these rights. It also aims to raise awareness and ensure the commitment of ANEK employees, suppliers and associates in respecting and protecting human rights, in all areas of its business.
This Policy has taken into account internationally recognized standards and guidelines such as:
The main goal of the Human Rights Policy is to contribute to the achievement of the overall Sustainable Development strategy of ANEK, through its connection with processes and policies that govern the business activity of the Company.
This includes:
• work practices policies and procedures (recruitment, training, staff evaluation), procurement practices (new and existing evaluations).
ANEK considers the Health and Safety of its employees as a core value and maintains a safe working environment based on prevention, adopting high standards of health and safety, systematic assessment and management of relevant risks.
• ANEK is committed to operating in accordance with all laws regarding the minimum age for hiring employees. The Company prohibits the employment of minors under 18 years of age.
• The Company voluntarily commits and complies with the 10th Principle of the United Nations Global Compact, United Nations Global Compact, which is based on zero tolerance of child labor incidents and conditions in its supply chain and consequently in the whole range of its activity.
The Supplier / Associate Code of Conduct is derived from ANEK's Business Ethics Policy and aims to ensure that our suppliers, consultants and associates share its core values on the principles of ethics and business
viability that it represents. We believe that our Associates will comply with these principles and promote them within their own supply chain.
To inform our crews on issues related to MLC and their labor and social rights, we proceeded to training seminars. Under the maritime employment contract, we have obtained certificates to cover the costs of repatriation, support and the payment of contractual salaries of seafarers, as well as to cover contractual obligations for death or long-term incapacity for work.
performance. In this context, employee performance evaluations are performed on an annual basis. To enhance their preparedness, we take care of the continuous improvement of the knowledge of our employees both in the office space and on the ships in matters concerning safety, protection of the environment, as well as the preparation for dealing with dangerous situations.
The Company invests in the working well-being of its people and in the formation of a good working environment, while creating the appropriate structures and conditions that will promote their education, development and reward, offering equal opportunities and supporting diversity.
Providing equal employment and development opportunities for all employees is not just a legal obligation, but a cornerstone of the Company's human resources policy. This policy is integrated in the procedures and management practices of human resources in each country where the Company is present and ensures their implementation. Pursuing practically respect for gender equality and addressing the low percentage of women in positions of responsibility, elements that characterize the Greek labor market, the Company through a series of measures, which on the one hand favor the harmonization of professional and personal life and on the other promote equality in treatment, as well as the meritocracy of staff, gives women employees equal opportunities for development. The Company implements a wage policy regardless of gender in all categories of employees. The Company respects and defends the differentiation of its employees regardless of gender, age, nationality, political and religious beliefs or any other discrimination. In addition to these principles, the Company recognizes the need for differentiation in terms of skills, background, knowledge and experience in a way that facilitates constructive discussion and independent thinking. It ensures excellent working conditions and gives opportunities for development based on meritocracy and equal treatment. It provides fair remuneration, based on contracts that are in line with the conditions in the national labor market and ensures compliance with the relevant national regulations, including minimum wages, working hours and days off provision. In addition, the Company defends human rights and opposes to any form of child labor, forced or compulsory labor. The Company, fully respecting the rights of employees, is committed to their full protection, in accordance with Greek Law, European Union Law and the terms of the International Labor Organization.
The remuneration policy is in line with the values, the business strategy, the goals and in general the longterm interests of the Company. In determining wages, market data and the weightiness of the position are taken into account, in addition to labor law and collective labor agreements. Job assessment is fundamental to an objective and fair remuneration policy. Specifically, the assessment of an executive's performance results from the achievement of his goals, which include the results of tasks, the compliance with internal procedures, the customer relations and the management of his subordinates, and also from quality criteria of the skills of the personality that are revealed in the performance of his duties. The correct and selective implementation of the remuneration policy is considered as a necessary tool for human resource management, as well as attracting and / or retaining executives at Company level, elements that contribute significantly to the achievement of the long-term business objectives of the Company.
In order to continuously improve knowledge and ensure the long-term effectiveness of human resources, we ensure their continuous training and information, while offering opportunities for development. Employees participate in seminars organized according to the needs of the Company. Training is often provided with in-house trainers who transfer their knowledge and experience and can identify theoretical
training with examples through everyday work objects, while supporting postgraduate programs. In addition, in the context of the training of seafarers, in order to be informed with the new data of national and international legislation, seminars are held on issues of safety and environmental protection, training on the special types of radar available on ships, in the Fire and Rescue Equipment, and drills are held for Safety, pollution prevention, COVID-19, etc.
Being aware of the importance of the working environment in promoting employment, ANEK has modern facilities, offering a spacious and pleasant working environment. It houses its operations in new buildings, where it was ensured from the very start that they comply with ergonomics and health and safety requirements. Safety engineers supervise the implementation of the relevant measures and make sure that working conditions are being constantly improved. They carry out regular inspections in the working areas to verify that the employees abide by health and safety rules.
At the same time the Company took care of:
85% of employees have been working for the company for over 10 years.
Staff mobility index is 0,028%
ANEK is constantly close to society, supporting initiatives and actions that focus on:
Thus, it has developed activities and actions (in collaboration with agencies, organizations and associations), with the aim of responding to the requests and needs of the local communities in which the Company operates.
We contribute to the Protection of the Environment
In ANEK, recognizing the value of actions aimed at protecting the environment in 2021:
activate everyone, from the ship owner to the last seafarer, fully supporting the aim of the International Maritime Organization's "Safe Ships on the Sea".
At ANEK we believe in children and young people and we try to create bridges of communication and support that will contribute to their information and development. On the Company's vessels in Greece and the Adriatic, educational visits are carried out on an annual basis by public and private educational institutions of all levels. In 2021, due to the special conditions prevailing due to COVID-19, a total of only 5 training visits were made to the vessels.
We support with sponsorships schoolchildren and students, such as the "TUC ECO RACING" team of the Technical University of Crete with the international distinctions from the participations in the fuel economy competitions Shell Eco Marathon, the International Student & Student Multimedia Competition for road safety, as well as the PanHellenic championship of students "UNILEAGUE". At the same time, for another year, the Group awarded the distinguished members of the Technical University of Crete, of the Lyceums of Platanias, Chania and of Mylopotamos, Rethymno.
We also support scientific conferences such as the MARITIME EDUCATION FORUM 2021 and the conference "GOOD SEAS WITH HEALTH".
Finally, ANEK actively supports newcomers to higher education by offering special discounts for their first travel to and from their place of study.
ANEK, with a sense of responsibility, is close both to individual cases of our fellow human beings who need help, and to associations and organizations with charitable work and action, such as the Association "ORIZONTAS", the Charitable Association "Caring for the near St. John the GRACIOUS","ELEPAP", the "Center for day care - employment of people with disabilities KIFAAMEA", the "DOCTORS OF THE AEGEAN PAGNI", the program "Medical Landing 2021" etc. ANEK's assistance to public benefit institutions and organizations remains stable.
The Company, in the framework of Corporate Social Responsibility, transported 34 free houses for the earthquake victims of Arkalochori, Crete and 44 vehicles (ambulances, fire brigades, etc.) mainly to isolated islands, for voluntary blood donations, medical examinations, fires protection etc. Dozens of packages of recyclable materials, books, medicines and medical supplies for the needs of the inhabitants of isolated islands were also transported free of charge.
The above actions of Corporate Social Responsibility in the midst of a pandemic resulted in the strengthening of the social profile and the strengthening of ANEK's ties with the local communities.
We support, through the institution of sponsorship, actions and initiatives that promote the sports ideal. ANEK is a sponsor of the football teams "PAE CHANIA", "PAE PLATANIAS", "Ierapetra Fans Club" and a golden sponsor of the cycling club "TALOS - ANEK LINES" & the Sailing Club of Heraklion. In addition, it is an official sponsor of the department of the Nautical Club of Chania "KANOE - KAYAK", of the water polo team "NOX - ANEK LINES" and a major sponsor of the Gymnastics Association "EL. VENIZELOS". We also sponsor actions for the promotion of culture, visual arts, filmmaking, musical and television events such as the great successes "SASMOS", "COMMANDA AND DRAKOI" and "CARD POSTAL". Finally, ANEK remains a major sponsor of DI.PE.THE. Of Crete and the actions of the "Eleftherios Venizelos Foundation".
We systematically organize voluntary blood donations, proving in practice the interest for our fellow human beings. 83 units of blood were collected (187% increase compared to 2020).
In the context of the substantial support and promotion of local producers, the Company enriched the series of products with the corporate label "AEIFORIA", exclusively from local producers, within the "WE DO LOCAL" network.
| UNGC Principles | Correspond ence with GRI |
ΑΝΕΚ policies relevant sections |
Systems & procedures |
|---|---|---|---|
| Human rights | |||
| 1st Principle: | Corporate governance, | ||
| Businesses must uphold and re spect the protection of interna tionally proclaimed human rights. |
205-3, 401-3, 405-1, 405-2, 408-1,409-1 |
Business profile, Strategic priorities & Goals, |
ANEK ensures the provision of equal employment oppor |
| Business Ethics Corporate governance & Sustainable development, |
tunities and respect for human rights in |
||
| 2nd Principle: | all its activities. | ||
| Labor rights, | The Company, based | ||
| Businesses must ensure that they do not engage in human rights abuses. |
Human rights and equal opportunities, |
on the Code of Ethics and Business Ethics, |
|
| 205-3, 408-1, | Human rights policy, | takes all necessary measures to defend |
|
| 409-1 | Supplier's code of ethics, | the internationally proclaimed human |
| 3rd Principle: | Corporate governance, | ||
|---|---|---|---|
| Businesses must defend trade union freedom and the effective recognition of the right to collec |
102-41, 205-3 | Corporate governance & Sustainable development, |
|
| tive bargaining. | Strategic priorities & Goals | ||
| Business Ethics Labor rights, |
|||
| 4th Principle: | Human rights and equal | ||
| Businesses must advocate for the elimination of all forms of forced |
opportunities, Human rights policy, |
||
| or compulsory labor. | Supplier's code of ethics, | ANEK strengthens | |
| the climate of mutual respect, cooperation |
|||
| 5th Principle: | 409-1 | and teamwork, in | |
| order to avoid inci | |||
| Businesses must advocate for the | dents of any kind of | ||
| effective abolition of child labor. | harassment or dis | ||
| crimination in all its |
activities.
rights.
| Businesses must advocate for the | 408-1 |
|---|---|
| elimination of discrimination in | |
| relation to recruitment and em | 405-1, 405-2 |
| ployment. |
| Businesses need to advocate for a precautionary approach to envi ronmental challenges. |
301-2, 302-1, 302-2, 303-1, 305-1, 305-2, 305-3, 306-1, 306-2 |
Environmental manage ment framework, Environmental manage ment, |
ANEK implements an Environmental Man agement System cer tified according to the international standard ISO 14001: |
|---|---|---|---|
| 8th Principle: Businesses need to take initia tives to promote greater envi ronmental responsibility. |
301-1, 301-2, 302-1, 302-2, 303-1, 305-1, 305-2, 305-3, 306-1, 306-2 |
Corporate governance & Sustainable development, Strategic priorities & Goals, Sustainable Development Policy, |
2015. Guided by the envi ronmental policy and with the aim of re ducing the environ mental footprint in the operation of its fleet, the Company places special em |
| 9th Principle: Businesses need to encourage the development and dissemina tion of environmentally friendly technologies. |
301-2 | Supplier's code of ethics, | phasis on the moni toring of emissions from the operation of vessels by applying the MRV recording system. It also focuses on the proper management of vessel waste. |
| Fight against corruption | |||
| 10th Principle: | Corporate governance, | ||
| Businesses must oppose all forms of corruption, including extortion and bribery. |
205-2, 205-3 | Corporate governance & Sustainable development Materiality analysis |
Recognizing the need to take precautionary measures to fight potential risks arising |
| Strategic priorities & Goals | from issues related |
to transparency and corruption, the Com-
Corporate governance Code of Ethics and Business Ethics Supplier's code of ethics Privacy policy
pany implements an Integrity and Transparency Policy, against corruption and bribery and has developed relevant safeguards.
Taking into account the dimensions of COVID-19 transmission, the European Union has launched a package to help control the spread of coronavirus and strengthen the resilience of the internal market, including the recommendation on a coordinated approach to restricting traffic. Guided by the protection of public health and the prevention of the spread of the coronavirus, the Greek government has taken emergency measures regarding the restriction of the movement of citizens inside and outside the borders also for 2021.
The COVID-19 pandemic and measures to curb the spread of the coronavirus have strong negative effects on the passenger shipping industry. The pandemic created significant risks for the Company which are related with the uncertainty about the evolution of the pandemic in the near future and the extent to which it will affect passenger traffic, combined with possible measures to be taken by the authorities.
At ANEK, in order to deal with this particular emergency situation, and always guided by the safety of our passengers and employees, analyzing our key characteristics based on the direct and indirect risks that are considered important for the prevention and treatment of COVID-19, such as: the places (countries) in which the Company operates inside and outside Greece (coastal shipping and international routes), the updated epidemiological data of these countries, the legal framework, services, equipment and staff behavior, we implemented a series of protocols specially designed to protect the health of our passengers and employees.
The innovative management system certification that is internationally recognized in the shipping industry, is based on the systematic approach of ISO in management systems combined with the best scientific practices against the spread of infections, as well as the principles of management organizational behavior (OBM) for effective control and prevention of transmission in the workplace.
The certification of the Company confirms that each vessel fully complies with all the required measures of the program against the spread of COVID-19. It is worth noting that ANEK, in cooperation with the competent authorities, has already developed specific procedures and has taken additional measures, both for its vessels and for its stations / agencies.
The "Biosafety Trust" certification takes into account that the success of health assurance management systems depends to a large extent on individual responsibility. Therefore, in order to comply with the strict rules of hygiene, the system presupposes that the experienced staff has attended special training courses for specific conditions, as well as each passenger knows and follows the recommended preventive measures.
In order to adapt to the operating conditions created by the COVID-19 pandemic, the Company utilized all the measures adopted by the state for the affected companies, such as:
We have given priority to the proper training and awareness of our staff regarding the identification of signs and symptoms of infection, knowledge of prevention, precautionary measures and procedures followed when a passenger or crew member develops symptoms of infection at sea (COVID-19 Management Plan). We provide infrastructure (special cabins for COVID-19 / doctor's office / pharmacy / medicines) and adequacy of protective equipment (masks, clothes, gloves, disinfectants, etc.), carry out operational inspections
on all vessels of the Company (Internal Audits), carry out Risk Assessment on COVID-19, we conduct drills to deal with suspected COVID-19 incidents at sea. Thus, we managed to create safety gates and a safe environment on vessels for passengers and employees.
The companies responsible for disclosing the information under Article 8 of the Taxonomy Regulation are those that are subject to the obligation to publish non-financial information in accordance with Article 19a or Article 29a of Directive 2013/34/EU (Accounting Directive).
An economic activity is considered to be an environmentally sustainable economic activity if:
Pursuant to Article 10 of Delegated Regulation (EU) 2021/2078 "Entry into force and application" from 1 January 2022 to 31 December 2022, non-financial corporations disclose only the percentage of eligible and non-eligible for the classification of economic activities on the total turnover and their respective capital (CAPEX) and operating expenses (OPEX). In the first period of application of the Taxonomy framework (1.1- 31.12.2022), economic activities are examined only on the basis of eligibility and not on the basis of their harmonization with the technical criteria provided in the relevant delegated regulations.
In the context of the provisions of the European Classification System (EU Taxonomy), the Group, according to the European classification system (https://ec.europa.eu/sustainable-finance-taxonomy/), has identified as eligible for the classification the activities with code "6.11. Maritime and coastal passenger transport" and "6.10 Maritime and coastal freight, port and auxiliary activities" of the economic activity Transport sector.
Description of the activity: Purchase, financing, chartering (with or without crew) and operation of vessels designed and equipped to carry passengers in sea or coastal waters, whether regular or not. Economic activities in this category include the operation of ferries, water taxis, cruise vessels and sightseeing tours and cruise ships. Economic activities in this category could be linked to various NACE codes, in particular codes H50.10, N77.21 and N77.34, according to the statistical classification of economic activities established by Regulation (EC) No. 1893/2006.
Description of the activity: Purchase, financing, chartering (with or without crew) and operation of vessels designed and equipped for the carriage of goods or for the combined carriage of goods and passengers in sea or coastal waters, whether regular or not. Purchase, financing, rental and operation of vessels required for port operations and ancillary activities, such as tugs, mooring vessels, navigations, lifeguards and icebreakers. Economic activities in this category could be linked to various NACE codes, in particular codes H50.2, H52.22 and N77.34, according to the statistical classification of economic activities established by Regulation (EC) No. 1893/2006.
Turnover: The percentage of economic activities eligible for the classification of the total annual turnover has been calculated as part of the net turnover from sales related to taxable eligible economic activities (numerator), ie the activity of vessels by net amount consolidated turnover (denominator).
Capital Expenditure: This Indicator is calculated as the quotient of capital expenditures relating to the taxable eligible economic activity (numerator) for all capital expenditures (denominator) on a consolidated basis. Total capital expenditures consist of additions to tangible fixed assets during the year, before depreciation, impairment and any measurements. Includes additions to fixed assets, intangible assets and rights of use.
Operating expenses: This Indicator is calculated as the quotient of operating expenses relating to the taxable eligible economic activity (numerator) for the total of the corresponding operating expenses (denominator) on a consolidated basis. The definition of the European Classification System for related operating expenses includes expenditure on research and development, renovation of buildings, maintenance and repair, as well as any other direct costs associated with the day-to-day maintenance of property, plant and equipment. Eligible operating costs are defined as maintenance and repair costs, as well as any other direct costs related to vessel maintenance.
| Eligibility analysis of the activity | |||||||
|---|---|---|---|---|---|---|---|
| Amounts in thousands euro | Turnover | % | CAPEX | % | OPEX | % | |
| Economic activities eligible for taxonomy |
137.456 | 91,6% | 7 | 0,1% | 14.153 | 97,5% | |
| Economic activities not eligible for taxonomy |
12.541 | 8,4% | 6.126 | 99,9% | 369 | 2,5% | |
| Total | 149.997 | 6.133 | 14.522 |
ANEK has been fully harmonized with the new regulatory framework of corporate governance in Greece, as governed by Law 4706/2020 (Government Gazette A '136/17.07.2020) on corporate governance of public limited companies.
Corporate Governance, as a set of rules, principles and control mechanisms used as a basis for organizing and managing the Company, is aimed at ensuring transparency for investors and securing the interests of Company shareholders and all parties involved in its operation. With a strong and responsible business operation, the Company achieves its strategic goals and implements its development planning through transparent procedures and practices. At ANEK, the implementation of proper Corporate Governance reflects the values and principles of reliability, consistency, honesty, responsibility and transparency that govern both the culture and philosophy and the management of the Company.
The Company has willingly adopted the Corporate Governance Code enacted from March 2011 of the Hellenic Federation of Enterprises (SEV) for Listed Companies until its revision by the Hellenic Corporate Governance Council in October 2013, and since then the Company complies with the June 2021 revised version of it. The Principles of Corporate Governance are a dynamic tool that offers valuable and effective guidance in achieving goals and lays the foundation for the strategic planning of the Company.
The Company's Corporate Governance system includes the following individual components:
The Code is posted on Hellenic Corporate Governance Council's website, at the following address: https://www.esed.org.gr.
According to Article 12 of the Company's Articles of Association, the Company is governed by a Board of Directors consisting of nine (9) to eleven (11) members elected by the General Meeting of Shareholders by secret ballot and by an absolute majority of the votes cast in her. A member of the Board of Directors may also be a legal entity. In this case, the legal entity is obliged to appoint a natural person to exercise the powers of the legal entity as a member of the Board of Directors. This definition is made public in GEMI in accordance with article 13 of law 4548/2018 as in force. The natural person is jointly and severally liable with the legal person for the corporate management. Failure of the legal entity to appoint a natural person to exercise the respective powers within fifteen (15) days from the appointment of the legal entity as a member of the Board of Directors shall be considered as taking the legal entity from the position of the member.
The Board of Directors elects among its members and by absolute majority the Chairman and up to two Vice-Chairmen among its members and may reallocate all or some of the above positions at any time. When absent or impeded, the Chairman is replaced by the Senior Vice-Chairman, when the latter is absent or impeded, he is replaced by the 2nd Vice-Chairman if elected. The above persons are elected during the first meeting of the Board of Directors, following election of its members by the General Meeting of shareholders. The BoD Chairman, or his substitute, shall chair BoD meetings, direct its operations and monitor the entire operation of the Company, keeping the BoD up to date. The Board of Directors may appoint a Managing Director from among its members, while defining its responsibilities as well as its alternate in case of impediment. Similarly, he may appoint a General Manager with an employment relationship in accordance with the organizational structure of the Company, as well as his deputy in case of impediment. The members of the Board of Directors are elected by the General Meeting for a four-year term. By exception, the term of the Board of Directors is extended until the deadline for the next Ordinary General Meeting to take place. Along with the regular members, two (2) alternate members are being elected, given that the number of candidates is greater than the number of the members to be elected. Each shareholder is entitled to a number of preference crosses equal to the number of regular and substitute members to be elected and is obligated to put preference crosses that are equal to the number of the regular members of the Board of Directors and at least seven (7) preference crosses. The order of success among the candidates who have obtained the absolute majority of the votes cast in the Assembly is determined on the basis of the majority of them and a scoreboard for success and a succession list of substitute members for that purpose are drawn up. In the event of a tie between the candidates, the order of success is determined by draw.
The BoD convenes at the Company's seat every time the law, the Memorandum of Association or the company's needs require so, as well as every time that the Chairman or his substitute or the Managing Director finds it necessary. The BoD may also hold a teleconference, with regard to some or all of its members if all members of the Board of Directors agree and with the conditions of par. 4 of article 90 of law 4548/2018, as in force. In that event, however, the invitation extended to BoD members shall include any information required for their participation in the meeting. The Board of Directors is convened by the President or his Deputy, at the invitation of his members, at least two (2) working days before the meeting. The invitation must also clearly state the issues on the agenda, otherwise all decisions are allowed only if all members of the Board of Directors are present or represented and no one opposes the decision. Convention of the BoD may be requested by two (2) of its members by submitting an application to the BoD Chairman or his substitute, who is under obligation to convene the BoD within a deadline of seven (7) days from the date of submittal of the application. The above application shall clearly state, upon penalty of inadmissibility, the items of the agenda. Should the Chairman or his substitute fail to convent the BoD within the above deadline, the members who have requested the convention are allowed to convene the BoD themselves within a deadline of five (5) days from the expiry of the above seven (7) days deadline, notifying a relevant invitation to other BoD members.
The Board of Directors is in quorum and is holding a valid meeting if half plus one of its members are present or represented, but this number may never be less than three (3). In order to find the quorum number, any resulting fraction is omitted. The Board of Directors always passes resolutions on the basis of the absolute majority of votes of its members who are present or represented. The members of the Board of Directors vote at its meetings on every issue. The deliberations and resolutions of the Board of Directors are documented in relevant minutes, which are recorded in a special book of minutes and are signed by the Chairman or chairing person, as well as the members present and may be kept electronically. In case of refusal to sign by a member, a relevant mention is made in the minutes. At the request of a member of the Board of Directors, the Chairman is obliged to record in the minutes a summary of the opinion of that member. The Chairman has the right to refuse to register an opinion which refers to matters apparently outside the agenda, or whose content is clearly contrary to good morals or law. The preparation and signing of minutes by all the members of the Board of Directors or their proxies is equivalent to a resolution of the Board of Directors, even if there was no prior meeting. This regulation also applies if all members or their proxies agree to record their majority decision to the minutes without a meeting. The relevant minutes shall be signed by all the members. Any copies of and extracts from the minutes, if submitted to a Court or other authority, are ratified by the Chairman or, if he is impeded or absent, by his legal substitute.
The Company is bound validly and is generally represented legally on the basis of two signatures affixed, the
first one must be that of the Chairman of the Board of Directors and the second one must be that of the Managing Director, both of them acting personally in their absent or obstruction. The above signatures are necessarily placed under the company name. The Board of Directors may delegate the powers of management and representation to one or more persons, members or not. These persons may, if provided for by a decision of the Board of Directors, further assign the exercise of the powers conferred on them or by them to other members of the Board of Directors or third parties in accordance without prejudice to the restrictions in Article 20 of the Memorandum of Association.
By virtue of the Resolution of the General Shareholders' Meeting held on 09.09.2021 and the Board of Directors' decision of 10.09.2021, the Company's Board of Directors is as follows:
| Georgios Katsanevakis | President - Non-Executive Member of the BoD |
|---|---|
| Spyridon Protopapadakis | Senior Vice Chairman - Executive Member of the BoD |
| Michael Georvasakis | B' Vice Chairman - Executive Member of the BoD |
| Ioannis Vardinoyannis | Managing Director - Executive Member of the BoD |
| Georgios Archontakis | Deputy Managing Director - Executive Member of the BoD |
| Alexandros Markantonakis | Non-Executive Member of the BoD |
| Georgios Fragkiadakis | Non-Executive Member of the BoD |
| Ioannis Malandrakis | Independent Non-Executive Member of the BoD |
| Andreas Mpailakis | Independent Non-Executive Member of the BoD |
| Ioannis Mpras | Independent Non-Executive Member of the BoD |
| Christiana Tsigaloglou | Independent Non-Executive Member of the BoD |
The members of the Board of Directors are elected by the General Meeting for a four-year term. The term of the above BoD expires on 09.09.2025. By way of exception, the term of the Board of Directors is extended until the expiry of the deadline within which the next Ordinary General Meeting must convene and until the relevant decision is taken and the new Board of Directors is formed into a body, which cannot abstain more than two days after the relevant decision.
Following are summary CVs of the current BoD members:
He was born in Chania, Crete in 1942. He graduated in Civil Engineering from the National Technical University of Athens. He was Chairman of the Technical Chamber of Western Crete, Chania Mayor and Prefect of Chania. He was also a member of the Board of Directors of the Association of Prefectures of Greece.
He was born in Chania in 1956. He graduated from the Economic School of Rutgers University, USA and holds a Master's Degree in Transport Management and Business Administration from the State University
of New York. From 1980 to 1981 he was an executive at Johnson & Johnson in the U.S. From 1984 until 1988 he was a scientific member of the K.E.P.E. drawing the five-year program in Rethymnon and Chania. From 1989 to 1990 he was an executive of the Ministry of National Economy. From 1994 to 1997 he was Director of EL.KE.PA. Annex W. Crete, as well as Research Associate of LEEDS University in Export Marketing. He served as Special Advisor to the Secretary General Region of Crete from 1997 to 2000 while from 1987 to 2020 maintained a research office for DEVELOPMENT RESEARCHES. He is Vice-Chairman of the Association of Passengers Shipping Companies (SEEN) and member of the Naval Chamber of Greece (NEE) and member of the Council of Shipping Coastal Transportation (SAS).
He was born in Rethymno Crete in 1945. He graduated from high-school. Mr. Georvasakis is an entrepreneur and has a factory of graphic art.
He was born in Episkopi, Rethymnon, Crete, in 1957. He is a graduate of the University School of Finance and Marketing at Bridgeport University, Connecticut, USA. He is the Managing Director of ANEK.
He was born in Chania Crete in 1949. He is a graduate of Athens Medical School. He was Director of Surgery Section, Tutor, Board Member and Deputy Director of the Hospital "Agios Savvas". In addition he was President in Athens Eye Clinic for 10 years and member of the Scientific Committee of the Hospital "Agia Sofia". From 2001 he was Director of Neurosurgery Clinic, from 2007 Director of Medical Service with 3-year term and from 2015 President with 2-year term at Chania General Hospital "St. George". He has been honored by the Technical University of Crete, the Hospital "Agios Savvas", the Children's Hospital and the Eye Clinic of Athens. He also served as a member of the Municipal Council of Chania.
He was born in 1959 in Chania and studied Chemical Engineering. He holds a Master's degree in Food Science & Management. He worked in food companies in UK and France, and since 1985 he is an executive in the "MILLS OF CRETE". He is currently Managing Director of the company "MILLS OF CRETE", President and Managing Director in "KRIARAS SA", member of BoD of "AVEA SA", Vice President and Managing Director of "MILK PROCESSING INDUSTRY of CRETE SA" and President of the Association of Millers of Greece.
He was born in Athens in 1977. He studied Accounting and Financial Management at the University of Essex, he is lecturer at the University of Crete and has acquired two master's degrees in Finance and Investments and Management of Health Units. Since November 2019 he is the General Secretary of the Municipality of Chania and in the past he has been the Administrative Director of the Chania Hospital, the Director of the Rethymnon Hospital and the Deputy Governor of the 7th Health District of Crete.
He was born in 1964 in Voukolies Chania. He is a graduate of the University of Piraeus, Department of Busi-
ness Administration with specialization in Marketing, and holds a Master's degree (MsC) in Production Engineering & Management of Technical university of Crete. He works from 1994 to the Bank of Greece. He has been scientific director of a large number of training programs for employees and unemployed, has extensive experience as a trainer of adults of EKEPIS and as Professor in Public IEK Chania. He was the General Secretary of the Labour Centre of Chania, a member of the Board to the Economic Chamber of Greece Dep. of Western Crete, Secretary of the Annex of the Association of Employees of the Bank of Greece. From 2011 up to date he is the elected Mayor of Platanias, general secretary of PED Crete and participates in many volunteer commissions and other bodies representing the local government.
He was born in Chania in 1957. He studied economics at the University of Macedonia. From 1985 to 1997 he was the head of accounting at the companies "ANAIS SA", "PANDORA SA", "FILOXENIA SA", "K. & I. ROVLIAS OE" and "FINOMPETON LTD". From 1992 until today he is a freelancer, Business Consultant Accountant - Tax and basic partner and manager of the company "MPAILAKIS ANDREAS IKE".
He studied Civil Engineering at Stockport College, Civil Engineering at the University of Manchester and holds a Master's degree at Umist. From 2010 to 2015 he was President and CEO of the Heraklion Port Authority. From 2012 to 2015 he was Vice President of the Association of Greek Ports. From 2015 until today he is the CEO of Five Senses Consulting & Development, while from 2021 he is the head of development of the company ARIA (ARTIFICIAL REEFS INNOVATIVE APPLICATIONS).
She was born in Chania in 1974. Studied at the Law School of Athens, holds a Master's degree (L.L.M.) from the University of Bristol. He is a lawyer before the Court of Appeals and a member of the Lawyers Association of Chania. He practices individual law and since 2004 he is a Legal Advisor of the company "MILLS OF CRETE", while since 2005 he has been collaborating with "PANCRETA BANK".
The Company adopts and implements a corporate governance system under the provisions of Law 4706/2020, which includes a remuneration policy for the members of the Board of Directors. Pursuant to the decisions of the Ordinary General Meeting of the Company dated 09.09.2021, the proposal proposed by the Board of Directors based on its decision of 28.06.2021 was approved, which was taken following a relevant proposal of the Remuneration and Nomination Committee, which is available on the Company's website and which contributes to the business strategy, long-term interests and viability of the Company. The Remuneration Policy is valid for four years from its approval by the General Meeting and will be submitted to the General Meeting for approval whenever there is a substantial change in the conditions under which the approved Policy was drafted.
The Remuneration Policy has been posted on the Company's website (available in Greek) at the following link:
https://www.anek.gr/el/company-profile/πολιτική-αποδοχών/
The Company has a policy of suitability of the members of its Board of Directors, which has been approved by the Board pursuant to its decision of 28.06.2021, following a relevant suggestion of the Remuneration and Nomination Committee and has been approved based on the decisions of the Regular General Meeting of 09.09.2021 and pursuant to article 3 par. 1 and par. 3 of Law 4706/2020.
The Suitability Policy has taken into account the guidelines issued by the Hellenic Capital Market Commission with Circular No. 60/18.09.2020, as well as the international good corporate governance practices. It includes the principles concerning the selection or replacement of the members of the Board of Directors as well as the renewal of the term of the existing members, the criteria for assessing the suitability of the members of the Board of Directors and the adequate representation by gender, among others.
The Suitability Policy has been posted on the Company's website (available in Greek) at the following link: https://www.anek.gr/el/company-profile/politiki-katallhlothtas/
The General Meeting of shareholders is the Company's highest-ranking administrative body. It has the right to pass resolutions on any company affair and, when comprised in accordance with the Memorandum of Association, it represents all shareholders. Its resolutions passed in accordance with the law are binding to all shareholders, even if they are absent or disagree. The General Meeting of shareholders is always convened by the Board of Directors and meets regularly at the Company's seat at least once a year, no later than the tenth (10th) calendar day of the ninth month following the end of the financial year, and if the company's shares are listed on a stock exchange having its seat in Greece, the General Meeting may be held in the area of the Municipality where there Stock Exchange's seat is.
The Board of Directors may, if deemed necessary, convene an extraordinary General Meeting. Moreover, upon request by a number of shareholders representing one twentieth (1/20) of the paid up share capital, the Board of Directors is under obligation to convene an Extraordinary General Meeting of shareholders and shall set a date for that meeting which must not be later than forty five (45) days after the date when the relevant request was submitted to the Chairman of the Board. The request include the subject of the agenda. If no General Meeting is convened by the Board of Directors within twenty (20) days from the submission of the relevant application, the meeting shall be convened by the applicant shareholders at the expense of the Company, by decision of the Court, issued during the injunction proceedings. This decision shall specify the place and time of the meeting, as well as the agenda. Applicant shareholders must prove their shareholding capacity, the number of shares they hold during the exercise of the relevant right. Such a proof is the deposit of their shares, according to the provisions of paragraph 2 of article 124 of law
4548/2018, as in force. As long as the Company has its shares listed on a regulated market (Athens Stock Exchange), the proof of share ownership can be done by any legal means and however based on information received by the Company from the central securities depository, if it provides registration services, or through participants and registered subscribers at the central repository of titles in any other case.
The invitations to the ordinary and extraordinary General Meetings are published at least twenty (20) days prior to the date set for the General Meeting and in the case of a Resumed Meeting following a mandatory postponement, they are published at least ten (10) days prior to the date set for the Resumed Meeting, also including non-business days. The date of publication of the invitation to the General Meeting and the date of the Meeting are not included.
The invitations for the ordinary and extraordinary General Meetings are published pursuant to article 122 par. 2 of Law 4548/2018 by their registration in GEMI, and as its shares are listed on a regulated market pursuant to article 122 par. 3 of Law 4548/2018 as in force, and on the Company's website and are made public within the same time frame in a way that ensures fast and non-discriminatory access to it, by means deemed by the BoD that are considered reasonably reliable for the effective dissemination of information to investors, such as particular print and electronic media with national and European range.
The invitation to a General Meeting includes the building and the exact address, the date and time of the Meeting, a clear list of the items of the agenda, the shareholders entitled to attend, as well as exact instructions on how the shareholders shall be able to attend the Meeting and exercise their rights either in person or through proxies or even remotely. As long as the Company has its shares listed on a regulated market, the invitation, in addition to the above, includes information defined in par. 4 of article 121 of law 4548/2018, as in force.
The rights of minority shareholders are in accordance with article 33 of Company's Articles of Association.
The General Meeting is in quorum and is held validly in order to discuss the items of the agenda as long as the shareholders attending the meeting either in person or through proxies represent at least one fifth (1/5) of the paid up Share Capital. If such quorum is not achieved in the first meeting, the General Meeting shall convene again within twenty (20) days of the date of the postponed meeting, by invitation sent at least ten (10) full days in advance. The resumed General Meeting shall be in quorum and decide validly on the items of the original agenda regardless of the percentage of the paid up Share Capital represented thereat. A new invitation shall not be necessary if the original invitation mentions the time and place of the resumed meetings provided for by law, in case a quorum is not achieved and provided that there are at least five (5) days between the canceled meeting and the resumed.
Exceptionally, according to paragraph 3 of article 28 of the Company's Articles of Association, in case of decisions concerning the change of the Company's nationality, the change of the object of this company, the increase of the shareholders' obligations, the regular increase of the capital, unless required by law or by capitalization of reserves, the reduction of capital, unless, in accordance with paragraph 5 of article 21 or
paragraph 6 of article 49 of law 4548/2018 as in force, the change of the manner of disposal of the profits, the merger, division, conversion, revival, extension or dissolution of the Company, the granting or renewal of power to the Board of Directors to increase the capital, in accordance with paragraph 1 of article 7 of the articles of association, as well as in any other case stipulated in the law that the General Assembly decides with an increased quorum and majority, the Assembly is in quorum and meets in force on its issues initial agenda, when shareholders representing or representing half (1/2) of the paid-up capital are present or represented on it.
If this quorum is not achieved, the General Meeting shall be convened and held again and is in quorum according to par.2 of article 28 of the Memorandum of Association, and validly meets on the issues of the original agenda when at least one-fifth (1/3) of the paid-up share capital is represented. Since the Company has listed its shares on a regulated market, or, in any case, when a decision is to be made concerning a capital increase, the repeated General Meeting is in quorum when one-fifth (1/5) of the shareholders present or represented are represented at least of the paid-up capital. A newer invitation is not required if the place and time of the repeat meeting have already been set in the initial invitation, provided that there are at least five (5) days between the canceled meeting and the repeated meeting.
The General Meeting of shareholders decides on all issues brought to its attention and is the sole body responsible for making decisions concerning the following:
a) Amending the Memorandum of Association, including increasing or reducing of the share capital.
b) Electing the members of the Board of Directors.
c) Electing auditors.
d) Approval of the overall management according to article 108 of law 4548/2018, as well as the dismissal of the auditors.
e) Approving the Company's Annual and Consolidated Financial Statements.
f) Profit distribution.
g) The approval of the of fees or advance payment of fees according to article 109 of law 4548/2018, as in force.
h) Approval of the remuneration policy of article 110 and the remuneration report of article 112 of law 4548/2018, as in force.
i) Merger, split, conversion, revival, extension of the duration, or dissolution of the Company.
j) Appointing liquidators.
The resolutions of the General Meeting are passed on the basis of the absolute majority of the votes represented thereat. In extraordinary cases, the resolutions referred to par. 3 of article 28 of the Company's Memorandum of Association are passed on the basis of a majority of two thirds (2/3) of the votes repre-
sented at the Meeting. The resolutions of the General Meeting are passed through open or secret (where necessary) ballot, using ballot papers and nominal participation forms, except for resolutions relating to the election of the persons chairing the General Meeting and resolutions relating to judicial matters, which may be passed by a show of hands or by acclamation. The General Meeting by open ballot, may decide that voting on any or all of the items on the agenda shall be by secret ballot. In this case a shareholder may state that he opposes the decision taken for the purposes of par. 3 of article 137 of law 4548/2018, as in force. No secret ballot is allowed in the case of remuneration to the members of the Board of Directors and where the law requires an explicit vote or when the vote is given at a distance, pursuant to par. 4 of article 31 of the Company's Articles of Association.
Pursuant to par. 5 of article 31 of the Company's Articles of Association, by decision of the General Meeting, taken by open vote after the approval of the annual financial statements the overall management that took place during the respective year may be approved. However, the resignation of the Company from its claims against the members of the Board of Directors or other persons or the conciliation of the Company with them may only take place under the conditions of paragraph 7 of article 102 of law 4548/2018, as in force. In the voting on the approval of the overall management, according to the first paragraph, the members of the Board of Directors are entitled to participate only with shares of which they are owners, or as representatives of other shareholders, but if they have received a relevant authorization with explicit and specific instructions. The same applies to the employees of the Company. However, a waiver of the Company by its claims against the members of the Board of Directors or other persons or a compromise of the Company with them can take place only under the conditions of paragraph 7 of article 102 of law 4548/2018. During a lawsuit for compensation of the Company due to the responsibility of the members of the Board of Directors in accordance with articles 102 et seq. of law 4548/2018, the above approval is taken into consideration.
The Company has an internal control unit (hereinafter the "Internal Audit Unit") which is an independent organizational unit within the Company, in order to monitor and improve the Company's operations and policies regarding its Internal Control System (ICS).
Pursuant to the 1690/8/16.07.2021 decision of the BoD of the Company, following a proposal of the Audit Committee, its role and responsibilities were redefined under Articles 15 and 16 of Law 4706/2020, adopting a new regulation of internal control.
1.1 Providing reasonable assurance to the Audit Committee and through it to the Board of Directors, regarding the adequacy and effectiveness of the Company's Internal Audit and Risk Management System based on the audits performed.
1.2 The establishment of appropriate procedures for the conduct of its work, the care for the maintenance of an effective Internal Control and Risk Management System, through the submission of proposals to address any weaknesses identified and the improvement of existing procedures and practices.
1.3 The provision, after the approval of the Board of Directors, of any information requested in writing by the supervisory authorities, the cooperation with them and the facilitation in every possible way of the monitoring, control and supervision project that they exercise.
1.4 Monitoring, controlling and evaluating the implementation of the Rules of Procedure, the mechanisms of Corporate Governance and the Internal Control System, in particular as to the adequacy and correctness of the financial and non-financial information provided, the risk management, the regulatory compliance Corporate Governance Code.
1.5 Reporting to audited entities with findings regarding the risks arising from them and suggestions for improvement, if any. These reports are submitted quarterly to the Audit Committee.
1.6 The submission of reports to the Audit Committee every three (3) months at least, which includes its most important issues and proposals, regarding its duties. These reports are presented by the Audit Committee and submitted together with its observations to the Board of Directors.
2.1 The Head of the Internal Audit Unit prepares an Annual Audit Program and the requirements of the necessary resources, as well as the consequences of limiting the resources or the audit work of the unit in general, which submits to the Audit Committee within the last quarter of the calendar year and is approved by the Board of Directors of the Company.
2.2 The annual audit program is prepared based on the risk assessment of the Company, after taking into account the opinion of the Audit Committee.
2.3 The preparation of the Annual Audit Program is done according to the following criteria:
a. The assessment of business risk and the effectiveness of the internal control system as well as the possibilities of improving efficiency.
b. The needs and requirements of the Management as well as those arising from the current legislation.
c. Significant changes in the Company's activities, its business plan, systems and organizational structures.
d. The obligations arising from the current legislation.
e. The period from the performance of previous audits and their results.
2.4 The Annual Audit Program includes the following:
a. The objects and activities that will be audited as well as the general objectives of these audits.
b. The schedule according to which the audits will be carried out.
c. The budget of resources and expenses necessary to fulfill the audit program.
2.5 The Annual Audit Program must be flexible in order to enable the Internal Audit Department to respond to unforeseen needs and to carry out extraordinary audits following an order from the Management.
2.6 The Head of the Internal Audit Unit monitors the progress of the implementation of the Annual Audit Program and in case of significant deviations is obliged to submit to the Board of Directors a Revised Audit Program for approval.
2.7 The Management of the Company has the right, if it deems appropriate, to order the conduct of extraordinary audits, except those included in the Annual Audit Program.
The Head of the Internal Audit Unit attends the General Meetings of Shareholders.
The Head of the Internal Audit Unit provides in writing any information requested by the Hellenic Capital Market Commission, cooperates with it and facilitates in every possible way the task of monitoring, controlling and supervising by it.
For the exercise of the work of the Internal Audit Unit, its Head has access to any organizational unit of the Company and becomes aware of any element required for the exercise of his duties.
Mr. Nikolaos Xynos is serving as the Head of Company's Internal Audit Unit. Following is a short CV:
He was born in 1961 in Kozani. He holds a degree in Finance and Management Administration from the Eastern Michigan University, USA. He has worked for ANEK since 1992 and was appointed as Head of the Internal Audit Service in January 2010.
According to the aforementioned during the fiscal year 2021 the Internal Audit Service has conducted frequent inspections of the various Services and Managements of the Company in order to verify the dully operation and the implementation of any and all procedures which are provided in the Procedure Manual. The findings of the Internal Audit Service for the fiscal year 2021 were analysed during four (4) meetings in which the Internal Audit Unit and the its supervising body, the Audit Committee participated.
To ensure that the Company functions safely, as well as that financial and legal risks are minimized, the Board of Directors has decided, in accordance with the existing institutional framework and the provisions
on corporate governance to set up the following two (2) Committees:
A) The Audit Committee
B) The Remuneration and Nomination of Candidates Committee
a) a committee of the Board, which consists of non-executive members, either
b) an independent committee, consisting of non-executive members of the Board and third parties, either
c) an independent committee, composed only of third parties.
The type of the Committee, the term of office, the number and the qualities of its members are decided by the General Meeting of the Company's shareholders.
The members of the Committee are appointed by the Board of the Company, when it is a committee, or by the General Meeting of its shareholders when it is an independent committee.
The members of the Committee are in majority independent of the Company.
The President is appointed by its members and is one of its independent members.
The members of the Commission as a whole must have sufficient knowledge in the field of coastal shipping and shipping in general. At least one of them, who is independent, must in particular have sufficient knowledge and experience in auditing or accounting and who must attend the meetings of the Committee on the approval of financial statements.
The evaluation of the candidate members of the Committee is carried out by the BoD after the submission of a proposal of the Remuneration and Nominations Committee in order to present the candidates and their reasoning for promotion and to determine the suitability of the candidate members of the Audit Committee, regarding the criteria provided by par. 1 of article 44 of Law 4449 / 2017 and the laws and conditions mentioned there, as well as in case of any obstacles or incompatibilities, taking into account the relevant provisions of the applicable Corporate Governance Code and the Internal Regulations of the Company.
In case a member of the Committee resigns, dies or loses his/her membership, the Board of Directors appoints from its existing members, a new member to replace the one who disappeared, for the period until the end of his term of office, observing, if applicable, paragraphs 1 and 2 of article 82 of law 4548/2018, which applied accordingly.
If a certain event or relationship is likely to affect or be considered to affect the independence and objectivity of a member of the Committee, this should be notified immediately and by written means (explicitly including electronic communication) to the Chairman of the Board by the President of the Commission.
The members of the Committee must not pursue their own interests that are contrary to the interests of the Company and to disclose in a timely manner and in accordance with the prescribed procedure any other professional commitments and activities as well as any conflicts of interest with those of the Company or related companies arising in the performance of their duties.
The independent non-executive members of the Committee submit an annual declaration of independence, certifying that they continue to fulfill the provisions of independence, as defined in the current provisions, and are obliged to inform the Board of the Company for any event that may lift their independence.
The purpose of the Committee is to fulfill its responsibilities as provided in Article 44 of Law 4449/2017 as well as to provide assistance to the Board in order to more effectively supervise the financial information and information process, the compliance of the Company and its subsidiaries with the legal and regulatory framework, the application of the principles of the corporate governance system, the operation of the internal control system and the exercise of oversight of the control function, compliance function and risk management.
In particular, the Committee assists the BoD for issues that primarily concern:
• the Company's Internal Audit System and its assurance that the functions that make it up operate effectively and in accordance with the requirements of their role, as well as its periodic evaluation in terms of its adequacy and effectiveness,
• monitoring and evaluating the work of the Internal Audit Unit and ensuring that it has the appropriate skills and capabilities to monitor and evaluate the effectiveness of the internal control framework.
In exercising its powers, the Commission may:
Request any information or other assistance it deems necessary for the execution of its work by any executive, body or employee of the Company, any third party cooperating with the Company as well as by any authority.
Request to be present during the meetings of any executive or employee of the Company or a third person cooperating with the Company deems it necessary.
Has access to all types and forms of data and information of the Company that are deemed necessary for the execution of its work.
Use any sources or means, even collaboration with external collaborators, if it deems it necessary to carry
out its work.
Informs the Board for any restriction encountered during the execution of its work.
The Commission, if it deems it appropriate, may use external consultants and should be provided with sufficient funds for this purpose.
In carrying out its mission, the Commission has the following tasks and responsibilities:
The Committee supervises and evaluates the procedures of preparation of the annual and periodic financial statements as well as the investment statement of the Company, according to the accounting standards, before they are submitted to the Board of Directors for approval, in order to verify the accuracy and completeness of the information they contain, expresses its views and submits proposals and recommendations, mainly on the following issues:
1.1. Integrity, validity and reliability of the annual and periodic process of financial information and the financial statements of the Company, the investment statement, as well as the official announcements regarding the financial performance of the Company.
1.2. Changes in critical accounting policies and practices.
1.3. Decisions that require an important element of judgment.
1.4. Significant or unusual transactions that have a material effect on the financial statements and the manner in which they are disclosed.
1.5. Management's estimates for forecasting and other issues that require assessment and can significantly affect the financial statements.
1.6. Evaluates the statements / issues identified in the auditors 'report and in the auditors' additional report to the Commission.
1.7. Evaluates the comments and suggestions of the auditors regarding the management of the Company, the preparation and presentation of the financial statements and the monitoring of their implementation.
1.8. Informs the Board on the outcome of the statutory audit and explains how the statutory audit contributed to the integrity of the financial information and what the role of the Commission was in this process and conclusions of the competent authority in accordance with paragraph 6 of Article 26 of Regulation (EU) no. 537/2014.
Regarding the operation of the external audit, the Commission:
2.1 Is responsible for the election process and proposes the auditor or the audit office to the Board in order for it to submit a relevant proposal for their appointment to the General Meeting of Shareholders of the Company, receiving the financial offers, evaluating them as well as checking the terms of the cooperation.
2.2 Evaluates the effectiveness of external auditors.
2.3 Supervises, monitors and ensures the independence of the Company's external auditors.
2.4 Controls the provision of non-audit services to the Company permitted, in accordance with applicable law, by auditors, taking into account the nature of the services provided, the threats to their independence and the safeguards applied.
2.5 Receives knowledge from external auditors of any problems or weaknesses they have identified in the Company's Internal Audit System during the audit they performed in accordance with applicable International Accounting Standards and international best practices.
The Commission shall monitor the effectiveness of the internal control, quality assurance and risk management systems of the enterprise and, where appropriate, of its internal audit department with regard to the financial information of the audited entity, without prejudice to the independence of that entity.
Ensures the implementation of the periodic evaluation provided by law 4706/2020, in terms of its adequacy and effectiveness, by the independent evaluator, in accordance with the conditions set by the institutional framework, and monitors and suggests its results to the BoD, as the competent body for all the individual stages of the process, ie the selection of candidates, the process of proposal, selection and approval of the evaluation assignment as well as the monitoring of the observance of the agreed project.
Reviews and evaluates the results of the audits of the Internal Audit Unit in terms of:
a) the implementation of the operating regulations and the Internal Audit System, in particular as to the adequacy and correctness of the provided financial and non-financial information, risk management, regulatory compliance and the Corporate Governance code adopted by the Company,
b) quality assurance mechanisms,
c) corporate governance mechanisms and
d) the observance of the commitments contained in prospectuses and the business plans of the Company regarding the use of the funds raised from the regulated market and submits relevant remarks to the BoD.
Submits proposals to the BoD to address the weaknesses that may have been identified in the Internal Control System and monitors, with the assistance of the Internal Audit Unit, the implementation of the measures decided by the Board.
Supervises the effectiveness of the Company's compliance procedures with the current legislation and regulatory framework and assigns to the Internal Audit Unit the investigation of cases of non-compliance.
Submits for approval to the Board of Directors, the annual report on the adequacy of the Internal Control System and provides an annual (positive or negative) evaluation statement of the ICS, in the context of the Corporate Governance Statement.
Examines its adequacy and effectiveness, based on the data and information included in the audit reports, quarterly reports and the annual report prepared by the Company's Internal Audit Unit.
Gives an opinion to the Internal Audit Unit so that the annual audit program is prepared based on the risk assessment of the Company.
Ensures in favor of the Internal Audit Unit the independent operation, the uninterrupted access to all
activities, units and spaces, as well as to every element and information of the Company, its uninterrupted communication with any executive, body and staff of the Company and the possibility to receive the information and explanations necessary to fulfill its mission in the context of ongoing audits.
Evaluates and approves the annual audit program, which is prepared by the Internal Audit Unit based on the risk assessment of the Company and on which it has previously expressed its opinion, as well as the budget of the Internal Audit Unit and any amendments.
Suggests to the BoD the Rules of Operation of the Internal Audit Unit and any amendments thereto.
Evaluates the work of the Internal Audit Unit with emphasis on issues related to its degree of independence, the quality and scope of the audits it performs and its objectivity.
In addition, the Commission:
a. Examines conflicts of interest during the Company's transactions with related parties and submits to the Board relevant reports.
b. Supervises the immediate implementation of corrective actions to address weaknesses that have been identified in terms of control, and / or non-compliance of the Company with the policies it has adopted or the applicable legislation.
c. It submits an annual report to the Ordinary General Meeting, which will detail the actions of the Audit Committee and the issues addressed as well as the description of the Sustainable Development policy followed by the Company, if there is an obligation of the Company in this regard.
d. The Committee self-evaluates the effectiveness of its questionnaire, which is completed every six months by its members. Also, the Committee is evaluated by the Board through a questionnaire which is completed annually.
The Audit Committee under no. 102/7/28.06.2021 of its decision has revised its Internal Regulations, which is harmonized with Law 4706/2020 and has been posted (Greek version) on the Company's website: https://www.anek.gr/el/company-profile/κανονισμός-επιτροπής-ελέγχου/
Pursuant to the decisions of the Ordinary General Meeting of 09.09.2021, which were taken in accordance with article 44 of Law 4449/2017 as in force, the Audit Committee is a three-member committee of the Board of Directors, which consists of non-executive members of the Board of Directors with term equal to that of the Board of Directors.
Pursuant to the decisions of the Ordinary General Meeting of 09.09.2021 and of no. 104/09/10.09.2021 decision of the Audit Committee, which consists of non-executive independent members of the Board of the Company in accordance with article 44 of Law 4449/2017 and article 10 of Law 4706/2020, the following were appointed as members of the Audit Committee: President: Andreas Mpailakis
Members: Ioannis Mpras
Christiana Tsigaloglou
The term of the above Audit Committee will coincide with the term of the Board of Directors, ending on 09.09.2025 and extended until the expiration of the deadline within which the next Ordinary General Meeting must convene.
In particular, in 2021 the members of the Audit Committee participated in eleven (11) meetings, processed and evaluated the findings of the Audit and came to final conclusions for which the competent bodies of the Company were informed by the prescribed procedure (Chairman of the Board, Managing Director and members of the Board of Directors). From the above meetings, five (5) meetings were held with the certified auditors of the Company to evaluate the progress of the external audit and to inform the Committee about the important issues and findings of the audit.
The Company has, by virtue of no. 1687/5/25.06.2021 of the decision of the Board of Directors recommend the Committee on Remuneration and Nomination of Candidates in compliance with the provisions of Law 4706/2020.
The Remuneration and Nomination Committee has a dual role, on the one hand it is responsible for the formulation and monitoring of the implementation of the Company's Remuneration Policy and on the other hand of the Company's Suitability Policy.
In particular, the Commission has as its main task:
a) on the one hand, the formulation of proposals to the Board of Directors for the formulation of the Company's Remuneration Policy regarding the remuneration of its members, the formulation of proposals regarding the remuneration of the Company's executives,
b) on the other hand, ensuring the existence of an efficient and transparent process for the nomination of candidate members of the Board of Directors, in order to ensure its operational efficiency in the management of the Company's affairs.
In the search for suitable candidates for appointment to the Board of Directors, the Committee will evaluate the candidates on a meritocratic basis, based on objective criteria, as defined in Law 4706/20, as well as by the Suitability Policy established by the Company, seeking and evaluating the diversity of its composition with a view to complementing skills between its members, in order to ensure its proper functioning as a Collective Body.
The Remuneration and Nomination Committee has the following responsibilities regarding:
2.1.1. Formulates proposals to the Board of Directors regarding the remuneration policy submitted for approval to the general meeting, in accordance with par. 2 of article 110 of law 4548/2018. 2.1.2. Makes proposals to the Board of Directors regarding the remuneration of persons falling within the scope of remuneration policy, in accordance with article 110 of law 4548/2018, and regarding the remuneration of the company's executives, especially the head of the internal unit control.
2.1.3. Examines the information included in the final draft of the annual salary report, providing its opinion to the Board of Directors, before submitting the report to the general meeting, in accordance with article 112 of law 4548/2018.
2.1.4. Formulates proposals to the Board for any business policy relating to remuneration and any benefits.
2.1.5. Supervises the implementation of the remuneration policy by the company, and submits proposals for the revision of the remuneration policy of the Company.
2.2.1. Proposes to the Board of Directors persons suitable for the acquisition of the status of member of the Board.
2.2.2. For the selection of the candidates, the nomination committee takes into account the factors and criteria determined by the Company, in accordance with the suitability policy adopted by the Board of Directors of the Company.
2.2.3. The transparent and efficient process of submission and promotion of candidacies.
2.2.4. Ensuring the diversity of candidacies.
2.2.5. The evaluation of the knowledge, skills and experience of the candidate members.
2.2.6. Determining the requirements of the Company in terms of the size and composition of its Board of Directors in order to achieve fullness and balance of knowledge, experience and management ability at its top.
2.2.7. The formulation of the role, responsibilities and capabilities of each position on the Board of Directors.
2.2.8. The description and elaboration of the process of nomination of candidate members and proposal to the General Assembly for their election.
2.2.9. Evaluates at least once a year the structure, size, composition and performance of the Board of Directors at individual and collective level and reports on changes or improvements.
The Remuneration and Nomination Committee has adopted its Rules of Procedure based on its decision of 26.06.2021, which is posted (Greek version) on the Company's website and which is harmonized with Law 4706/2020.
https://www.anek.gr/el/company-profile/κανονισμός-επιτροπής-αποδοχών/
3.1 The Remuneration and Nomination Committee is a Committee of the Board of Directors consisting of three (3) non-executive members of which at least two (2) are independent as per article 10 of law 4706/20.
3.2 Ο The Chairman of the Committee is an independent non-executive member.
3.3 The term of the Committee lasts as long as the term of the Board of Directors of the Company, ie four years in accordance with article 12 par. 2 of the Company's Articles of Association.
Pursuant to the decision No. 1692/10 /10.09.2021 of the Board of Directors of the Company and pursuant to the minutes 4/10.09.2021 of the Remuneration and Nomination Committee, the members of the above Committee are the following:
President: Christiana Tsigaloglou
Member: Alexandros Markantonakis
Member: Ioannis Mpras
In 2021, the Remuneration and Nomination Committee held four (4) meetings regarding the conduct of its work.
Pursuant to decision no. 1690/8/ 16.07.2021 of the BoD of ANEK, its Operating Regulations were revised regarding the framework of Corporate Governance in accordance with law 4706/20120 and the organizational and operational structures of ANEK were optimized. ANEK is organized by independent services that assist the Management in the performance of its duties in a supportive, advisory, supervisory and auxiliary manner. ANEK is also organized in Directorates and Departments.
The organizational structure of the Company, regarding the Directorates and departments (structure, responsibilities) is also listed as Organization Chart:
The analysis of the structure of each directorate and department is described in the revised Rules of Operation of ANEK, which has been posted (Greek version) on the Company's website and specifically on pages 28 - 96, to which this statement refers:
content/uploads/2021/08/%CE%9A%CE%91%CE%9D%CE%9F%CE%9D%CE%99%CE%A3%CE%9C%CE%9F%CE%A3- %CE%9B%CE%95%CE%99%CE%A4%CE%9F%CE%A5%CE%A1%CE%93%CE%95%CE%99%CE%91%CE%A3.pdf
He was born in Athens in 1965. He is a graduate of the Athens University of Economics and Business (ΑSΟEE). He served as an Administrative Officer at the Institute of Geological and Mineral Research (IGME). He has been working at ANEK since 1992 in various key positions of the Company, while he has been the Director of Financial Operation since January 2006.
He was born in Pigaidakia, Heraklion, Crete in 1963. He graduated from the Higher Public School of Merchant Marine (Masters). He was a Captain on AVIN INTERNATIONAL tankers for more than 10 years. For the years 2009 - 2013 and 2016 - 2018 he was elected a member of the Board at HELLENIC SEAWAYS ANE. Since 2010 he is Vice President of AIGAION PELAGOS SC. In years 2011 - 2015 he was elected a member of the Board of PEPEN. From 2011 he is appointed as a member of the Board of the ANEK - SUPERFAST Joint Venture in which from May 2012 to May 2013 he was Chairman.
He was born in 1971 in Piraeus and studied shipping and logistics with a master's degree in business administration. He has worked for a number of years in the field of commercial shipping and container transport as a senior executive of the commercial directorate as well as logistics manager in a multinational chain of stores. He has been working for the Company for the last 12 years and since 2017 he has been the Commercial Director.
She was born in 1964. She has a Bachelor of Science in Computer Science from Florida International University USA. From the year 1988 to the year 2007 she was the Director of IT of the Company and from the year 2007 she is the Director of Human Resources. In the context of lifelong learning she has attended seminars related to her subject.
He was born in 1956 in Chania. He has been working at ANEK since 1980, initially as an employee of the Procurement Directorate, from 1999 to 2005 as Chief of the Procurement Directorate and from 2006 until today as a Director.
He was born in Piraeus in 1963. He studied Computer Science at the Polytechnic of Central London and holds a BSc in Computer Science and an MSc in User Interface Design. He has worked as a Senior Lecturer of Computer Science at Nene College (now Northampton University, England). In Greece, his work includes participation in a number of large-scale projects in various roles from project manager to technical director, while he has been a manager in companies related to IT. He held the position of CEO at APT Information Systems S.A. from 2000 to 2006. Since October 2007 he has been the Director of the IT Directorate at ANEK.
Each ANEK Directorate operates its own Secretariat, which reports to the respective Director. It is organized and operates in a way similar to that of the General Secretariat. It main responsibility is similar to that of the General Secretariat and, in particular, it ensures the keeping and processing of the Directorate's registry.
The Internal Audit System (IAS) pursuant to article 14 par. 3 par. I and par. 4 of Law 4706/2020 and Decision No. 1/8091/30.09.2020 of the Board of Directors of the Hellenic Capital Market Commission, which was amended pursuant to Decision No. 2/917/17.06.2021 of the BoD of the Hellenic Capital Market Commission, is evaluated periodically every three years by an Assessor physical or legal person who meets criteria
of independence and objectivity and has proven relevant professional experience and training. The adequacy of the IAS shall be assessed in the light of international best practice in order to ensure that the IAS related provisions are set out herein. International best practices include the International Federation of Accountants: International Standards on Auditing, the Institute of Internal Auditors: The International Professional Practices Framework, and the Framework of COSO Internal Control System (COSO: Internal Control Integrated Framework). In case of a Group, before the start of the project, the significant subsidiaries that will be included in the scope of the evaluation, as defined in article 2 of law 4706/2020, must be identified according to the Company's policy. The scope of the project is decided by the Board of Directors of the Company in accordance with its recorded policy.
Objects of the evaluation are:
The Company has invested in the development and maintenance of state-of-the-art computer infrastructures ensuring, through a number of safeguards, that financial figures are correctly presented and all kinds of operating risks are minimized. Moreover, a results analysis is performed on a monthly basis, which covers all important aspects of business activity. Comparisons are carried out between the actual, historic and budgeted accounts, including sufficient detailed explanation of all significant differences. Most of the reports are automated and are generated by a special M.I.S. application and, as referred to above, important executive, recording and approval functions are administratively and operationally distinct (four eyes principle). At an administrative information level, the Company is supported by an internally developed regional M.I.S. system drawing data from the accounting data base in the form of excel, ascii and batch files. The
gathering and processing of information by the system is automated. Users are provided with information early enough, and the data provided are subjected to an independent check by the Computer Directorate to ensure accuracy, reliability and completeness. Access to the system is classified.
The Financial Directorate personnel is not often changed. The Directorate's employees hold higher or highest level degrees, and those appointed at "key" positions are fully trained to perform their duties, thus ensuring that the completeness of the financial statements prepared. The Manager of the Financial Directorate is responsible for the accuracy of the financial information published.
The cooperation of the Financial Services Directorate, the Audit Committee, the Internal Audit Unit with each other and with the Board of Directors ensures the reduction of risks regarding the preparation of the financial statements.
The required information is included in part IX "Explanatory Report by the Board of Directors".
The Company in addition to the provisions of the law, adopts and complies with the Hellenic Corporate Governance Code, which is available on the web site of the Hellenic Corporate Governance Council on www.helex.gr/en/esed, with the following deviations:
Hereunder the BoD refers to the occasions and the reasons due to which deviated from the Special Practices for listed companies of the aforementioned Code during the fiscal year 2021:
The Board of Directors considers that it is not necessary to adopt a meeting calendar and an annual action plan because according to article 15 par. 1 and par. 2 of the Company's Articles of Association:
«1. The Board of Directors meets at the headquarters of the Company whenever the law, the Articles of Association or the needs of the Company require and even whenever the Chairman or the person who replaces him or the Managing Director deems it appropriate. 2. The Board of Directors is convened by the Chairman or his Deputy, by invitation notified to its members, at least two (2) working days before the meeting. The invitation must clearly indicate the items on the agenda, otherwise the reception decisions are allowed only if all the members of the Board of Directors are present or represented and no one objects to the decision making.»
The provision of the Articles of Association provides greater flexibility for the BoD to meet as often as required. The coastal shipping sector is quite competitive, with the result that the issues that arise and need immediate treatment and decision making on them, cannot be included in a preliminary action plan, which
would complicate the work of the Board due to its constant modification due to changing conditions. In the context of optimizing corporate governance practices, the Company intends to review this deviation next year.
The Board of Directors considers that the provisions of the Company's Articles of Association regarding the provisions for the replacement and supplementation of members of the Board of Directors are sufficient to avoid a lack of governance.
Article 13 provides:
«1. In case of resignation or death or in any other way of losing the status of member or members of the Board of Directors, the Board of Directors may elect its members to replace the missing members. This election is allowed if the replacement of the above members is not possible by alternate members, who have been elected by the General Meeting or appointed by a shareholder or shareholders, according to article 81 of Law 4548/2018, as in force. The election by the Board of Directors is made by decision of the remaining members, if there are at least three (3), and is valid for the remainder of the term of the replaced member. The decision of the election is made public and announced by the Board of Directors at the next General Assembly, which may replace the elected, even if no relevant item is on the agenda.
The Company cannot set specific gender representation goals for senior and / or senior executives as the recruitment of such executives is related to the specific requirements and qualifications that must be met for each job depending on the industry and the response each time to demand executives in the market. The Company does not disclose in this Statement the political diversity in terms of the composition of senior executives and the percentage of gender, age, education and professional background. Already from the design and publication of the initial articles of association of the Company, it was obvious and fully reflected in the articles of association of the Company its intention to be in close proximity to the local, political and scientific community. The manifested diversity is related to the respective position of candidates for election as members of the Board of Directors of the Company, which is free and unfettered, between candidates with recognized professional background and experience as well as scientific training. In any case, the selection and recruitment of people with the required skills takes place through transparent procedures, is determined according to the needs of the Company and is based on the principle of non-discrimination, equal opportunities policy and the right of all to work regardless of gender and age.
In particular, on 31.12.2021 the Company employed, as administrative staff, employees representing both gender and all age categories as follows:
| AGE | MEN | WOMEN |
|---|---|---|
| Up to 30 | 5 | 3 |
| 30-50 | 38 | 62 |
| Over 50 | 36 | 40 |
| TOTAL | 79 | 105 |
No Corporate Secretary has been appointed to support the Company's Board of Directors, as his duties, ie practical support of the Chairman and members of the Board of Directors to comply with the Company's internal rules and related laws and regulations, ensure the good flow of information between the Board of Directors and its committees, informing its members regarding the affairs of the Company at the beginning of their duties and throughout their term of office and proper organization of the shareholders' meetings, are performed by the Shareholder Service Department, the Corporate Announcements Department and the Legal Department, depending on the issues.
The Board of Directors of the Company was elected based on the decision of the Ordinary General Meeting of 09.09.2021. Not enough time has passed for its members to be evaluated individually and to be evaluated as a body collectively, therefore any individual and collective evaluation process that took place in such a short period of time would not lead to correct findings and consequently to effective corrective actions. The same applies to the Committees which consist of members of the Board.
The Board of Directors states that this deviation has a limited duration only for the year 2021.
This explanatory report by the Board of Directors of ANEK S.A. to the Ordinary General Meeting of its Shareholders includes detailed information with regard to the issues referred to in art. 4, par. 7 of law 3556/2007:
The Parent Company's share capital as of 31.12.2021 amounted to € 67.440.467,10 divided into a) 221.519.681 common voting shares of the nominal value of € 0,30 each and b) 312.163 preferred voting shares issued in 1990 of the nominal value of € 0,30 each and 2.969.713 preferred voting shares issued in 1996 of the nominal value of € 0,30 each. The Company's shares are all listed on the Athens Stock Exchange.
Shareholders responsibility is limited to the face value of the shares they own. Each share provides all the rights provided for by law and the Company's Articles of Incorporation. All (common and preferred) shares are voting rights. Preferred shares issued in 1990 and 1996 enjoy only those benefits stipulated by law, namely the preferential collection of first dividend and preferential participation in the proceeds of liquidation.
The Company does not hold own shares.
All company shares are transferred in accordance with the law, and the Company's Articles of Association do not include any restrictions on such transfer.
The shareholders holding more than 5% of all Company voting rights are:
i. The company "PIRAEUS BANK SA" holding directly 61.307.097 common nominal shares corresponding to 27,27% of the share capital of the Company the respective voting rights.
ii The company "VARMIN AEBE" holding directly 50.039.780 common nominal shares corresponding to 22,26% of the ordinary share capital and the respective voting rights of the Company.
iii. Mrs. AMALIA – ANASTASIA VARDINOYANNI of IOSIF holding a) directly 191.191 common nominal shares corresponding to 0,085% of the total voting rights of the Company and b) indirectly (due to her participation in the share capital of the company "VARMIN AEBE") 50.039.780 voting rights corresponding to 22,26% of the total voting rights of the Company.
There are no such shares providing their holders with special rights to control.
No provision is made in the Company's Articles of Incorporation for restrictions to the right to vote arising from its shares.
The Company is not aware if there are any agreements among its shareholders imposing restrictions to the transfer of its shares or to exercising the rights to vote arising from such shares.
The rules provided for in the Company's Memorandum of Association on the appointment and replacement of BoD members and the amendment to the Memorandum's provisions are not different from those provided for in law 4548/2018 as applicable and to article 13 of Company's Articles of Incorporation as in force after its decisions of 09.09.2019 ordinary General Meeting on its harmonization.
.
The Board of Directors has no right to increase the Company's share capital by the issue of new shares, or to buy treasury shares, without the prior approval of the General Meeting.
There are no significant agreements that enter into force, are modified or expire as a result a change in auditing the Company following a public proposal.
There are no agreements between the Company and members of its Board of Directors or its personnel providing for the payment of compensation in case of resignation or dismissal on no serious grounds or termination of term or employment as a result of a public proposal.
Chania, 15 April 2022
the Board of Directors of ΑΝΕK
To the Shareholders of ANEK LINES S.A.
We have audited the accompanying separate and consolidated financial statements of ANEK LINES S.A. (the Company), which comprise the separate and consolidated statement of financial position as at 31 December 2021, the separate and consolidated statements of comprehensive income, changes in equity and cash flows for the year then ended, and a summary of significant accounting policies and other explanatory information.
In our opinion, the accompanying separate and consolidated financial statements present fairly, in all material respects, the financial position of ANEK LINES S.A. and its subsidiaries (the Group) as at 31 December 2021, their financial performance and their cash flows for the year then ended in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union.
We conducted our audit in accordance with International Standards on Auditing (ISAs) as incorporated into the Greek Legislation. Our responsibilities under those standards are further described in the "Auditor's Responsibilities for the Audit of the separate and consolidated Financial Statements" section of our report. We are independent of the Company and its consolidated subsidiaries throughout our appointment in accordance with the International Ethics Standards Board for Accountants' Code of Ethics for Professional Accountants (IESBA Code), as incorporated into the Greek Legislation and the ethical requirements that are relevant to the audit of the separate and consolidated financial statements in Greece, and we have fulfilled our other ethical responsibilities in accordance with the requirements of the current legislation and the above-mentioned IESBA Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
We draw attention to Notes (2) and (9) in the separate and consolidated financial statements and in particular to the following events and circumstances: The Company and the Group in the year ended 31.12.2021 suffered net loss of € 43,9 million and € 40,2 million respectively. As a result, the equity of the Company and the Group significantly impaired to € -52,4 million and € -40,5 million respectively. The working capital of the Company and the Group is negative by € -265,4 million and € -256,7 million respectively while there is significant overdue bank debt of the Parent Company. Also, as mentioned in note (9) to the separate and consolidated financial statements, the Company failed to secure funds to exercise a contractual right to purchase a chartered ship under the specific terms of the charter agreement, resulting in capital loss of € 15,66 million from the write-off of the net book value of the vessel and the purchase option.
The above events and conditions, combined with the negative conjuncture and the high fuel prices formed in the market, indicate a material uncertainty that may cast significant doubt on the Company's and the Group's ability to continue as a going concern. Note 2 in the separate and consolidated financial statements disclose the measures taken or designed by management to ensure Company's and the Group's operation as a going concern. The overall settlement of the financial debt and the restoration of the capital adequacy and the working capital of the Company and the Group require the substantial contribution and agreement of the creditor Banks. Our opinion is not modified in respect of this matter.
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the separate and consolidated financial statements of the audited year. These matters were addressed in the context of our audit of the separate and consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. In addition to the matter described in the "Material Uncertainty Related to Going Concern" section, we have determined the matters described below to be the key audit matters to be communicated in our report.
At 31.12.2021, the Group discloses in its annual consolidated financial statements property, plant and equipment amounting € 230,5 million of which € 210,6 million are ships and account for 91,4% of the Group's total assets.
The Group's entire fleet is tested annually for impairment according to IAS 36, based on valuations for each ship individually, by two independent expert valuers. On the basis of the valuations by these independent valuers is determined the current value of each ship at the date of the financial statements (end of year) and compared with the respective carrying amount. Where it is found that the latter exceeds the current value of the ship, the value in use of a cash flow unit shall be estimated in order to determine whether there is an impairment. The value in use derives from the Discounted Cash Flows model (DCF), which uses critical assumptions such as estimates of future income, operating expenses and capital expenditures, as well as the amount of the
Our audit procedures regarding the audit of impairment include:
Evaluation of the overall impairment process conducted by management and its consistency with the applicable accounting standards (IFRS).
Assessment of independence, objectivity, appropriateness and adequacy of expert valuers used by management to estimate the current value of the ships at 31.12.2021.
Evaluation of the appropriateness of the calculation models applied by management.
Assessment of the reasonableness of the critical assumptions of the budgets drawn up by management, considering market data as well as the assumptions used in previous years.
Evaluation of the mathematical accuracy of the model used and its agreement with the management's business plan.
discount interest.
In the consolidated statement of comprehensive income for the year 2021 the Group recognised impairment loss on ships of amount € 9,8 million.
We also note that in addition to the objective and particular characteristics of ships, their value may also be determined by the route on which they operate.
This audit area is considered to be significant due to:
The disclosures of the Group regarding this matter are included in Notes 3.vii & 12 to the annual separate and consolidated financial statements.
Assessment of the reasonableness of the discount interest and checking its calculation methodology.
Conduct of value sensitivity test to changes in the critical assumptions and the discount interest in order to assess the adequacy of the value margin.
Recalculation and confirmation of the amount of impairment recognised in the annual separate and consolidated financial statements as at 31.12.2021.
Assessment of the appropriateness and adequacy of disclosures in the financial statements prepared by Management for the year 2021, in order to ensure proper disclosure of the above-mentioned assumptions, estimates and sensitivity analysis.
| Revenue recognition | |
|---|---|
| Key audit matter | Addressing the audit matter |
| The Company's and the Group's turnover for the | Our audit procedures regarding the audit of revenue |
| year ended 31.12.2021 amounted respectively to € | include: |
| 129,4 million and € 150,0 million. | Evaluation of appropriateness of the Company's and |
| The recognition of the Company's and the Group's | the Group's revenue recognition accounting policies as |
| revenue from fares (tickets) is complex due to the | well as of their compliance with the applicable ac |
| volume of transactions, the complexity of the infor | counting standards (IFRS 15). |
mation systems, the time allocation of revenue and the use of an external service organization (ANEK-SUPERFAST Joint Venture) as a core mechanism for accounting and allocating (in the correct period of time and among Joint Venture members) the proceeds from fares (tickets). For these reasons, this area is considered critical to our audit.
Relevant reference is made in notes 3.v and 4 to the annual separate and consolidated financial statements.
Evaluation of the general internal control of the information systems used by the Company and the Group for ensuring proper revenue recognition.
Evaluation of the operational effectiveness of the internal control of the service organization (ANEK-SUPERFAST Joint Venture) regarding the proper recognition in the special settlements of fare revenue and their proper allocation to the Joint Venture members.
Assessment of the adequacy and reliability of the computerised systems of the company and the service organization (ΑΝΕΚ - SUPERFAST Joint Venture) used to recognize the revenue in the correct period.
Reconciliation of the deferred income account with passenger and vehicle tickets issued and untraveled.
Reconciliation between accounting and commercial systems.
Conduct of analytical procedures to detect unexpected fluctuations and transactions requiring further investigation.
Confirmation of customer balances and revenues using confirmation letters for a sample of the total data and reconciliation with the monthly revenue clearances of the service organization (ANEK - SUPERFAST Joint Venture).
Examination of the supporting documents and contracts for a sample of the total data.
Assessment of the adequacy and appropriateness of the disclosures in the financial statements prepared by Management for the year 2021.
I N D E P E N D E N T A U D I T O R ' S R E P O R T
As stated in Note 32 to the annual financial statements, on 28.12.2014 there was a fire on the chartered ship "Norman Atlantic" while sailing in the Adriatic Sea, which led to the raising of a significant number of claims, a large portion of which has already been settled out of court, while at the same time the litigation of civil actions filed by injured parties before the competent Greek and Italian Courts against the Company, the owner and the ship-owner is pending.
The incident is covered by an international mutual insurance co-operative, but the court and legal proceeding in general are still ongoing, so uncertainty remains as to its final outcome and its possible impact on the financial statements of the Company and the Group.
Due to the complex nature of the matter, we assume this risk as significant.
The disclosures of the Group regarding this matter are included in Note 32 to the annual separate and consolidated financial statements
Our audit procedures include:
Assessment of the reasonableness of the management's estimates of the future outcome of the incident in conjunction with its history and in particular the number of settlements completed to date and their insurance coverage, the pending civil claims, the issued experts' reports and the decisions of authorities as well as criminal and civil courts.
Evaluation of the information and assessments provided to us by the Company's legal advisors and their consistency with the applicable national & international legal framework (Athens Convention) and actual events and current developments
Review of the special payment account for compensation and expenses of the incident.
Verification of the correct accounting of provisions for contractual deductibles or other charges not covered by insurance.
Discussion directly with the Company's Legal Department about the development of the incident.
Assessment of the adequacy and appropriateness of the disclosures in the annual financial statements in relation to the above maritime incident.
Management is responsible for the other information. The other information comprises the information included in the Board of Directors' Report for which reference is made to the "Report on other Legal and Regulatory Requirements", to the Statements of the Members of the Board of Directors, but does not include the financial statements and the auditor's report thereon.
Our opinion on the separate and consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the separate and consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the separate and consolidated financial statements or our knowledge obtained in the audit or
A N E K – A N N U A L F I N A N C I A L R E P O R T 2 0 2 1 102
otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Management is responsible for the preparation and fair presentation of the separate and consolidated financial statements in accordance with IFRSs, as adopted by the European Union, and for such internal control as management determines is necessary to enable the preparation of separate and consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the separate and consolidated financial statements, management is responsible for assessing the Company's and the Group'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 management either intends to liquidate the Company and the Group or to cease operations, or has no realistic alternative but to do so.
The Audit Committee (art. 44 L. 4449/2017) of the Company is responsible for overseeing the Company's and the Group's financial reporting process.
Our objectives are to obtain reasonable assurance about whether the separate and consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs, as incorporated into the Greek Legislation, will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these separate and consolidated financial statements.
As part of an audit in accordance with ISAs as incorporated into the Greek Legislation, we exercise professional judgement and maintain professional skepticism throughout the audit. We also:
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's and the Group's internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the separate and consolidated financial statements of the audited period and are therefore the key audit matters.
Taking into consideration that management is responsible for the preparation of the Board of Directors' Report and the Corporate Governance Statement included in this report, according to the provisions of paragraph 5 of article 2 of L. 4336/2015 (part B'), we note that:
a) The Board of Directors' Report includes the Corporate Governance Statement that provides the data and information defined under article 152 of L. 4548/2018.
Our audit opinion on the accompanying separate and consolidated financial statements is consistent with the Additional Report to the Company's Audit Committee referred to in Article 11 of European Union (EU) Regulation 537/2014.
We have not provided to the Company and its subsidiaries the prohibited non-audit services referred to in Article 5 of EU Regulation 537/2014.
In note 2 on the separate and consolidated financial statements reference is made to the fact that the equity of the parent company has become negative and are applicable the provisions of par. 4, article 119 of L. 4548/18 based on which the Company's Board of Directors has to convene the general meeting within a period of six (6) months from the end of the year for taking appropriate measures.
Grant Thornton was appointed for the first time as audit firm of "ANEK LINES S.A." by the dated 04.06.2006 decision of the annual ordinary general meeting of shareholders. Since then, our appointment has been constantly renewed for a total period of sixteen years based on the annual decisions of the Ordinary General Meeting of shareholders.
ASSOCIATED CERTIFIED PUBLIC ACCOUNTANTS s.a. "Crowe" was appointed for the first time as audit firm of "ANEK LINES S.A." by the dated 20.06.1993 decision of the annual ordinary general meeting of shareholders. Since then, our appointment has been constantly renewed for a total period of twenty-nine years based on the annual decisions of the Ordinary General Meeting of shareholders.
The Company has an Operating Regulation in accordance with the content provided by the provisions of article 14 of L. 4706/2020.
We examined the digital files of the company "ANEK LINES S.A." (hereinafter Company and/or Group), which were prepared according to the European Single Electronic Format (ESEF) defined by the European Commission Delegated Regulation (EU) 2019/815, as amended by the Regulation (EU) 2020/1989 (hereinafter ESEF Regulation), and which comprise the separate and consolidated financial statements of the Company and the Group for the year ended 31 December 2021, in XHTML format (file 213800V2EA513PM13D93-2021-12-31-el), as well as the provided XBRL file (file 213800V2EA513PM13D93- 2021-12-31-el.zip) with the appropriate tag, on the above-mentioned consolidated financial statements.
The digital files of the European Single Electronic Format are prepared in accordance with the ESEF Regulation and the European Commission Interpretative Communication 2020/C 379/01 of the 10th November 2020, as provided by L. 3556/2007 and the relevant announcements of the Hellenic Capital Market Commission and the Athens Stock Exchange (hereinafter "ESEF Regulatory Framework").
In brief, this Framework includes, among other, the following requirements:
The requirements set out in the applicable ESEF Regulatory Framework are appropriate criteria for expressing a conclusion that provides reasonable assurance.
Management is responsible for the preparation and presentation of the separate and consolidated financial statements of the Company and the Group, for the year ended 31 December 2021, in accordance with the requirements set out in the ESEF Regulatory Framework, and for such internal control as management determines is necessary to enable the preparation of digital files that are free from material misstatement, whether due to fraud or error.
Our responsibility is to plan and carry out this assurance engagement, in accordance with the Decision No. 214/4/11-02-2022 of the B. of D. of the Hellenic Accounting and Auditing Standards Oversight Board (HAASOB) and the "Guidelines in relation to the Independent Auditors' work and assurance report on the European Single Electronic Reporting Format for issuers whose securities are admitted to trading on a regulated market in Greece", as issued by the Institute of Certified Public Accountants of Greece (SOEL) at 14/02/2022 (hereinafter "ESEF Guidelines"), in order to obtain reasonable assurance about whether the separate and consolidated financial statements of the Company and the Group prepared by management in accordance with ESEF comply in all material respects with the ESEF Regulatory Framework in force.
Our work was carried out in accordance with the International Ethics Standards Board for Accountants' Code of Ethics for Professional Accountants (IESBA Code), as incorporated into the Greek Legislation and also we have fulfilled the ethical and independence requirements, in accordance with L. 4449/2017 and Regulation (EU) No. 537/2014 2014.
The assurance engagement we performed is limited to the items included in the ESEF Guidelines and was performed in accordance with the International Standard on Assurance Engagements (ISAE) 3000, "Assurance Engagements Other Than Audits or Reviews of Historical Financial Information". Reasonable assurance is a high level of assurance, but is not a guarantee that this engagement will always detect a material misstatement regarding non-compliance with the requirements of the ESEF Regulatory Framework.
Based on the work performed and the evidence obtained, we conclude that the separate and consolidated financial statements of the Company and the Group, for the year ended 31 December 2021, in XHTML file format (file 213800V2EA513PM13D93-2021-12-31-el), as well as the provided XBRL file (file 213800V2EA513PM13D93-2021-12-31-el.zip) with the appropriate tag, on the aforementioned consolidated financial statements, have been prepared, in all material respects, in accordance with the requirements of the ESEF Regulatory Framework.
Athens, 15 April 2022
The Certified Auditors Accountants
Emmanouil N. Diamantoulakis Nikolaos E. Kollyris Institute of CPA (SOEL) Reg. No. 13101 Institute of CPA (SOEL) Reg. No. 35591
Chartered Accountants Management Consultants 56, Zefirou Str., 175 64 Palaio Faliro Institute of CPA (SOEL) Reg. No. 127
SOL S.A. Member of Crowe Global 3, Fok. Negri Str., 112 57 Athens, Greece Institute of CPA (SOEL) Reg. No. 125
The amounts included in the financial statements are in EUR thousand Any differences in totals are due to the rounding of figures.
| Group | Company | |||||
|---|---|---|---|---|---|---|
| Note | 01.01.21- 31.12.21 |
01.01.20- 31.12.20 |
01.01.21- 31.12.21 |
01.01.20- 31.12.20 |
||
| Turnover (sales) | 4 | 149.997 | 124.452 | 129.411 | 109.986 | |
| Cost of sales | 5 | (132.950) | (109.684) | (118.268) | (99.905) | |
| Gross profit | 17.047 | 14.768 | 11.143 | 10.081 | ||
| Other income | 7 | 1.853 | 1.918 | 1.955 | 2.201 | |
| Administrative expenses | 6 | (6.723) | (7.860) | (5.931) | (7.147) | |
| Selling expenses | 6 | (14.032) | (11.495) | (11.317) | (9.430) | |
| Other expenses | 7 | (2.056) | (1.794) | (1.908) | (1.694) | |
| Earnings / (losses) before taxes, financing and | ||||||
| investing results (EBIT) | (3.911) | (4.463) | (6.058) | (5.989) | ||
| Financial expenses | 8 | (10.044) | (9.354) | (9.952) | (9.332) | |
| Financial income | 8 | 13 | 419 | - | 385 | |
| Results from investing activities | 9 | (25.661) | (116) | (25.636) | (113) | |
| Results from measurement of investments in associates | 10 | (484) | 36 | 71 | 482 | |
| Other provisions | 11 | - | - | (2.205) | - | |
| Earnings / (losses) before taxes | (40.087) | (13.478) | (43.780) | (14.567) | ||
| Income tax | 22 | (135) | (668) | (112) | (198) | |
| Earnings / (losses) after taxes | (40.222) | (14.146) | (43.892) | (14.765) | ||
| Earnings / (losses) after taxes) | ||||||
| Non-transferred to the income statement: | ||||||
| Profit / (loss) for employee retirement benefits | 23 | (78) | (4) | (74) | (3) | |
| Deferred taxes from actuarial profit / (loss) | 22 | 2 | 1 | - | - | |
| Difference from revaluation of land | 13 | (593) | - | - | - | |
| Deferred taxes of difference from revaluation of land | 22 | 130 | - | - | - | |
| Change of taxation rate on land deferred taxes | 22 | 53 | - | 16 | - | |
| Other comprehensive income / (expenses) after taxes | (486) | (3) | (58) | (3) | ||
| Total comprehensive income / (expenses) after taxes | (40.708) | (14.149) | (43.950) | (14.768) | ||
| Profit / (loss) attributable to: | ||||||
| Parent's Shareholders | (41.702) | (15.095) | - | - | ||
| Non-controlling interest | 1.480 | 949 | - | - | ||
| Total comprehensive income / (expenses) attributable to: | ||||||
| Parent's Shareholders | (41.897) | (15.099) | - | - | ||
| Non-controlling interest | 1.189 | 950 | - | - | ||
| Earnings after taxes per share - basic (expressed in €) | 27 | (0,1855) | (0,0800) | (0,1952) | (0,0783) | |
| Earnings after taxes per share - diluted (expressed in €) | 27 | (0,1855) | (0,0800) | (0,1952) | (0,0783) | |
| Earnings before taxes, financial, investing results & deprecia tion (EBITDA) |
7.030 | 6.826 | 4.065 | 4.781 |
The additional notes are an integral part of the above annual financial statements.
| Group | Company | |||||
|---|---|---|---|---|---|---|
| Note | 31.12.21 | 31.12.20 | 31.12.21 | 31.12.20 | ||
| ASSETS | ||||||
| Tangible fixed assets | 12 | 230.546 | 263.259 | 218.413 | 255.834 | |
| Investment property | 12 | 1.568 | 1.748 | 540 | 672 | |
| Intangible assets | 12 | 166 | 217 | 166 | 217 | |
| Investments in subsidiaries | 13 | - | - | 7.045 | 6.632 | |
| Investments in associates | 13 | 1.748 | 2.232 | 1.748 | 2.232 | |
| Other long term receivables | 66 | 64 | 37 | 37 | ||
| Deferred tax assets | 22 | 224 | 243 | - | - | |
| Total non-current assets | 234.318 | 267.763 | 227.949 | 265.624 | ||
| Inventories | 14 | 3.848 | 2.689 | 2.327 | 1.597 | |
| Trade receivables | 15 | 30.302 | 30.921 | 26.103 | 30.052 | |
| Other short-term receivables | 15 | 4.063 | 3.421 | 3.032 | 3.043 | |
| Financial assets at fair value through profit and loss | 16 | 2.727 | 2.765 | 1.787 | 1.827 | |
| Cash and cash equivalents | 17 | 5.653 | 11.421 | 1.643 | 3.405 | |
| Total current assets | 46.593 | 51.217 | 34.892 | 39.924 | ||
| TOTAL ASSETS | 280.911 | 318.980 | 262.841 | 305.548 | ||
| EQUITY AND LIABILITIES | ||||||
| Share capital | 18 | 67.440 | 67.440 | 67.440 | 67.440 | |
| Share premium account | 18 | 599 | 599 | 599 | 599 | |
| Reserves | 19 | 23.516 | 23.614 | 22.033 | 22.018 | |
| Results carried forward | 20 | (146.058) (104.259) (142.516) | (98.572) | |||
| Total company shareholders' equity | (54.503) | (12.606) | (52.444) | (8.515) | ||
| Non-controlling interest | 14.020 | 13.179 | - | - | ||
| Total equity | (40.483) | 573 | (52.444) | (8.515) | ||
| Long-term bank borrowings | 21 | - | - | - | - | |
| Deferred tax liabilities | 22 | 849 | 1.079 | 269 | 293 | |
| Employee retirement benefit liabilities | 23 | 1.459 | 1.318 | 1.390 | 1.230 | |
| Other provisions | 23 | 1.840 | 2.146 | 1.779 | 2.086 | |
| Subsidies | 12 | 438 | 444 | - | - | |
| Capital lease liabilities | 24 | 9.219 | 9.121 | 7.377 | 9.121 | |
| Other long term liabilities | 25 | 4.317 | 1.915 | 4.214 | 1.374 | |
| Total non-current liabilities | 18.122 | 16.023 | 15.029 | 14.104 | ||
| Short-term bank borrowings | 21 | 260.099 | 252.862 | 260.099 | 252.862 | |
| Trade payables | 26 | 30.142 | 30.256 | 28.524 | 29.085 | |
| Other short term liabilities | 26 | 13.031 | 19.266 | 11.633 | 18.012 | |
| Total current liabilities | 303.272 | 302.384 | 300.256 | 299.959 | ||
| Total liabilities | 321.394 | 318.407 | 315.285 | 314.063 | ||
| TOTAL EQUITY AND LIABILITIES | 280.911 | 318.980 | 262.841 | 305.548 |
The additional notes are an integral part of the above annual financial statements.
A N N U A L F I N A N C I A L S T A T E M E N T S F O R T H E F I S C A L Y E A R 2 0 2 1 A C C O R D I N G T O T H E I N T E R N A T I O N A L F I N A N C I A L R E P O R T I N G S T A N D A R D S
| STATEMENTS OF CHANGE IN SHAREHOLDER'S EQUITY | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Group | Note | Share capital |
Share premium |
Asset revaluation reserves |
Other reserves |
Results carried forward |
Total | Non controlling interest |
Total | |
| Balance as at 01.01.2020 | 56.597 | 745 | 2.135 | 23.002 | (91.686) | (9.207) | 12.538 | 3.331 | ||
| Effect from retroactive implementation IFRS 19 | 1.513 | 1.513 | 39 | 1.552 | ||||||
| Restated balance at 01.01.2020 | 56.597 | 745 | 2.135 | 23.002 | (90.173) | (7.694) | 12.577 | 4.883 | ||
| Total comprehensive income of year 2020 | (15.099) | (15.099) | 950 | (14.149) | ||||||
| Share capital increase | 18 | 10.844 | 10.844 | 10.844 | ||||||
| Expenses of share capital increase | 18 | (146) | (146) | (146) | ||||||
| Reserves formed of subsidiaries | 20 | 29 | (29) | - | - | |||||
| Transfer of reserves | 19 | (1.553) | 1.042 | (511) | (511) | |||||
| Dividends to non-controlling interest | - | (348) | (348) | |||||||
| Shareholders' equity as at 31.12.2020 | 67.440 | 599 | 2.135 | 21.479 | (104.259) | (12.606) | 13.179 | 573 | ||
| Balance as at 01.01.2021 | 67.440 | 599 | 2.135 | 21.479 | (104.259) | (12.606) | 13.179 | 573 | ||
| Total comprehensive income of year 2021 | (120) | (41.777) | (41.897) | 1.189 | (40.708) | |||||
| Reserves formed of subsidiaries | 20 | 22 | (22) | - | - | |||||
| Dividends to non-controlling interest | - | (348) | (348) |
Shareholders' equity as at 31.12.2021 67.440 599 2.015 21.501 (146.058) (54.503) 14.020 (40.483)
| Asset | Results | ||||||
|---|---|---|---|---|---|---|---|
| Company | Share | Share | revaluation | Other | carried | ||
| Note | capital | premium | reserves | reserves | forward | Total | |
| Balance as at 01.01.2020 | 56.597 | 745 | 972 | 22.599 | (86.339) | (5.426) | |
| Effect from retroactive implementation IFRS 19 | 1.493 | 1.493 | |||||
| Restated balance at 01.01.2020 | 56.597 | 745 | 972 | 22.599 | (84.846) | (3.933) | |
| Total comprehensive income of year 2020 | (14.768) | (14.768) | |||||
| Share capital increase | 18 | 10.844 | 10.844 | ||||
| Expenses of share capital increase | 18 | (146) | (146) | ||||
| Transfer of reserves | 19 | (1.553) | 1.042 | (511) | |||
| Shareholders' equity as at 31.12.2020 | 67.440 | 599 | 972 | 21.046 | (98.572) | (8.515) | |
| Balance as at 01.01.2021 | 67.440 | 599 | 972 | 21.046 | (98.572) | (8.515) | |
| Total comprehensive income of year 2021 | 15 | (43.965) | (43.950) | ||||
| Effect from change of subsidiary's Equity due to | |||||||
| IFRS 19 implementation | 21 | 21 | |||||
| Shareholders' equity as at 31.12.2021 | 67.440 | 599 | 987 | 21.046 | (142.516) | (52.444) |
The additional notes are an integral part of the above annual financial statements.
| Group | Company | |||
|---|---|---|---|---|
| 01.01.21- 31.12.21 |
01.01.20- 31.12.20 |
01.01.21- 31.12.21 |
01.01.20- 31.12.20 |
|
| Operating activities | ||||
| Profits / (loss) before tax | (40.087) | (13.478) | (43.780) | (14.567) |
| Plus / (less) adjustments for: | ||||
| Depreciation | 10.947 | 11.296 | 10.123 | 10.771 |
| Grants amortization | (6) | (7) | - | - |
| (Profit) / loss from sale of non-current assets | (11) | (6) | - | - |
| Provisions | (123) | 1.328 | 2.276 | 1.247 |
| Foreign exchange differences | 521 | (384) | 521 | (384) |
| Results of investing activities | 25.777 | (2.234) | 27.402 | (2.683) |
| Financial expenses (less financial income) | 9.510 | 9.331 | 9.432 | 9.342 |
| 6.528 | 5.846 | 5.974 | 3.726 | |
| Plus / (less) adjustments for changes of working capital accounts or re lated to operating activities: |
||||
| Reduction / (increase) of inventories | (1.275) | 445 | (730) | 450 |
| Reduction / (increase) of receivables | (273) | 5.578 | (742) | 5.613 |
| Increase/(reduction) of payable accounts (except loan liabilities) | (1.011) | (2.088) | (1.424) | (2.630) |
| Less: | ||||
| Interest and related expenses paid | (1.221) | (1.423) | (1.129) | (1.406) |
| Income tax paid | (632) | (516) | (146) | (172) |
| Total cash flows generated from operating activities (a) | 2.116 | 7.842 | 1.803 | 5.581 |
| Investing activities | ||||
| Acquisition of affiliates, securities and other investments | - | (2) | - | (2) |
| Proceeds from the sale of securities and other investments | 25 | 51 | 25 | - |
| Acquisition of fixed assets | (2.808) | (952) | (26) | (170) |
| Proceeds from the sale of fixed assets | 13 | 20 | - | - |
| Interest received | 14 | 36 | - | 1 |
| Dividend received | - | - | 163 | 163 |
| Total cash flows generated from investing activities (b) | (2.756) | (847) | 162 | (8) |
| Financing activities | ||||
| Payments for expenses of share capital increase | - | (146) | - | (146) |
| Payments for capital leases | (3.918) | (3.573) | (2.911) | (3.573) |
| Payments for operating leases | (224) | (206) | (145) | (132) |
| Proceeds from borrowings | - | 550 | - | - |
| Payments of borrowings | (671) | (336) | (671) | (336) |
| Dividends paid | (315) | (361) | - | - |
| Total cash flows generated from financing activities (c) | (5.128) | (4.072) | (3.727) | (4.187) |
| Net increase/(decrease) in cash and cash equivalents (a) + (b) + (c) | (5.768) | 2.923 | (1.762) | 1.386 |
| Cash & cash equivalents at beginning of the year | 11.421 | 8.498 | 3.405 | 2.019 |
| Cash & cash equivalents at end of the year | 5.653 | 11.421 | 1.643 | 3.405 |
The additional notes are an integral part of the above annual financial statements.
N O T E S O N T H E A N N U A L F I N A N C I A L S T A T E M E N T S O F F I S C A L Y E A R 2 0 2 1 A M O U N T S I N T H O U S A N D S € U N L E S S O T H E R W I S E S T A T E D
NOTES ON THE FINANCIAL STATEMENTS OF FISCAL YEAR 2021
The Company was established in 1967 (Government Gazette 201/10.04.67) under the corporate name "Anonimi Naftiliaki Etairia Kritis S.A." trading as "ANEK LINES" (hereinafter "ANEK", "Company" or the "Parent") and operates in the passenger shipping sector. The Company's seat is located in the municipality of Chania and its registered offices are located on 148 Karamanli Ave, Chania. ANEK is recorded in General Company Register with number 121557860000 and its website address is www.anek.gr. The Company's shares have been listed in the Athens Stock Exchange since 1999 and since 2013 are trading in "under surveillance" category. In addition to the Parent company, the Group includes the following subsidiaries and associates with the following participation percentages:
| Name | Group per centage |
Registered office |
Activity |
|---|---|---|---|
| ETANAP S.A. | 31,90% | Stilos, Chania | Production and sale of bottled wa ter |
| LEFKA ORI S.A. | 48,24%* | Stilos, Chania | Packaging and trading agricultural products and packaging materials |
| ANEK HOLDINGS S.A. | 99,32%** | Chania | Tourism - participation in other companies - consulting, etc. |
| AIGAION PELAGOS THALASSIES GRAMMES SHIPPING COMPANY |
100% | Chania | Sailing company under Law 959/79 |
| ANEK ITALIA S.r.l. | 49% | Ancona, Italy | Agency and representation of ship ping companies |
* direct participation: 24% and indirect via ETANAP: 24,24%
** direct participation: 99% and indirect via ETANAP: 0,32%
The aforementioned companies, in which ANEK participates by more than 50%, as well as "ETANAP" in which the Parent company has the control, have been included in the consolidated financial statements as at 31 st December 2021 using the full consolidation method. "ANEK LINES ITALIA S.r.l." in which the Parent Company participates by 49% was consolidated using the equity method. In addition to the above, Parent Company holds a 50,11% stake in LASITHIOTIKI SHIPPING COMPANY (LANE) which was consolidated until 31.12.2018 using the full consolidation method. This subsidiary has not been included in the interim consolidated financial statements, as the Group's Management estimates that control loss has been incurred in compliance with IFRS 10 (see note 1 in Annual financial report of 2019).
The financial statements of the subsidiaries for the year 2021, as well as the relevant auditors' reports and reports of their Board of Directors are posted on the Company's website www.anek.gr under the section "Company - Investors Centre - Financial Results" .
It is noted that from 30.06.2020 the Group's financial statements are included under the equity method in the consolidated financial statements of PIRAEUS BANK due to the inclusion of ANEK in the portfolio of the Bank's affiliates.
The number of personnel employed as at 31st December 2021 was 598 for the Company (out of which 414 as vessels' crew) and 658 for the Group (out of which 414 as vessels' crew). Respectively, at the end of 2020 the Company had a number of 617 persons and the Group 670.
The annual financial statements of year 2021 have been approved by BoD of ANEK at the meeting of April 15, 2022.
The attached annual separate and consolidated financial statements (hereinafter "financial statements") have been drafted according to the International Financial Reporting Standards (hereinafter "IFRS"), which have been issued by the International Accounting Standards Board (IASB) (and their interpretations). All the IFRS issued and in force at the date of drafting of the annual financial statements have been adopted by the European Union. The financial statements have been drafted according to the going concern principle and the historical cost principle, as modified with the adjustment of specific assets and liabilities at fair values.
The going concern is used for the preparation of the annual corporate and consolidated financial statements as it was deemed appropriate by the management of the Group, despite the fact that there are facts and statements that create substantial uncertainty regarding its confirmation. More specifically:
Financial structure and debt: The capital adequacy of the Company has deteriorated in recent years with the result that its equity on 31.12.2021 is negative by € 52,4 million. The Company in the year 2021 showed losses after taxes amounting to € 43,9 million, however this amount includes extraordinary and nonrecurring losses of € 25,6 million, as well as special provisions of € 2,2 million. The working capital of the Company and the Group is negative by € 265,4 million and € 256,7 million respectively, mainly due to the reclassification of the Parent's long-term loans to short-term bank liabilities in accordance with paragraph 74 of IAS 1 (see note 21 "Long-term and short-term bank liabilities"). The overall settlement of the Company's financial debt and the restoration of its capital adequacy and working capital assumes the substantial contribution and agreement of the creditor banks. It is noted that the bond lenders retain the right to convert the remaining amount of the convertible loan amounting to € 11,2 million. In terms of activity, the Group in 2021 maintained positive operating cash flows and satisfactory EBITDA for the current situation and, therefore, the financing of the operating activity is achieved from the current income. According to the Company's business plan, it is expected to maintain a satisfactory EBITDA index in the current fiscal year 2022.
Covid-19 Pandemic: The passenger shipping industry has been severely affected by the spread of the pan-
demic and the measures taken to contain it. However, in 2021, due to the progress of the vaccination program and the lifting of travel restrictions, a partial recovery of the transport project and revenues was achieved, while the picture of 2022 is expected to be even better, despite the relative uncertainty from the virus mutations. The general assessment of the administration is that the impact of the pandemic on activity in 2022 will not be significant. The management closely monitors the developments and ensures the implementation of the procedures and in particular the taking of measures and policies that are deemed intentional and necessary in order to ensure the business continuity and to limit the possible negative consequences of the event.
Fuel cost and energy crisis: In the context of the energy crisis, the Company is exposed to increased fuel prices, however this fact is inevitably addressed by the imposition of a fuel fare on fare prices (pass through.)
Taking into account the above, the financial statements of the Group were prepared based on the principle of continuing concern (going concern), as the management estimates that the prevailing conditions and statements will allow the Group to continue its smooth operation for at least the next 12 months from the reporting date of these financial statements.
The drafting of financial statements according to the IFRS requires that the management proceeds to estimates, admissions, assumptions and evaluation judgments that affect the assets and liabilities, the notification of any receivables and payables on the date of the financial statements as well as the published amounts of income and expenses. The actual results may be different from such estimates. These estimates, admissions and evaluation judgments are made in order to select the most appropriate accounting principles and are based on the prior experience of the Group's management in relation to the level or the volume of relevant transactions or events and on other factors relevant to the expectations on the future developments and transactions. Moreover, they are reexamined periodically in order to correspond to the current conditions and reflect the current risks.
Significant accounting estimates for the Group's assets - since they have a large impact on the financial position and the results - are those that are related to:
a) Group vessels, their useful life, residual value and current value (see note 3 vi).
b) Possible events and liabilities related to legal claims, indemnities and maritime events. The management of the Group, considering the actual facts and that certain cases have not been finalized, considers that their outcome will not have a significant impact on the financial position and operation of the Company and the Group. Nonetheless, defining potential liabilities related to litigation claims and claims is a complex process that includes judgments about possible consequences and interpretations of laws and regulations. Changes in judgments or interpretations are likely to lead to an increase or decrease in the Group's contingent liabilities in the future.
c) The recoverability of the receivables, the assessment of certain balances as unsafe and the need for formation of impairment provisions for doubtful receivables and for expected credit losses under IFRS 9.
Regarding the accounting policy of the Joint Venture "ANEK – SUPERFAST" (hereinafter referred to as "Joint Venture") in the financial statements, it is noted that the Group applies IFRS 11 that aligns the accounting of investments in joint ventures with the rights and obligations of the venturers on those joint ventures. The objective of the Joint Venture is to create revenue and the distribution among the venturers as determined by the contractual arrangement. The Group's participation in the Joint Venture is identified in accordance with the requirements of IFRS 11 as «joint operation». According to this classification, the Group recognizes in its financial statements:
Finally, it is noted that according to the amendment of its article of association from 30.12.2021 the duration of the Joint Venture expires on 31.10.2022.
It is noted that the Committee for the Interpretation of International Financial Reporting Standards ("the Commission") in May 2021 issued the final agenda decision under the title "Attributing Benefits to Periods" ("IAS 19)" ("Attributing Benefits to Periods" of Service (IAS 19) ") which includes explanatory material regarding the manner of distribution of benefits in periods of service on a specific program of defined benefits similar to that defined in Article 8 of Law 3198/1955 regarding the provision of compensation due to retirement (the "Program of Defined Benefits of Labor Law"). This explanatory information differentiates the way in which the basic principles and rules of IAS 19 have been applied in Greece in the past in this regard and, therefore, in accordance with what is defined in the "IASB Due Process Handbook (par 8.6) ", the entities that prepare their financial statements in accordance with IFRS are required to modify their accounting policy in this regard. The Company, until the issuance of the agenda decision, applied IAS 19 distributing the benefits defined by article 8 of Law 3198/1955, Law 2112/1920, and its amendment by Law 4093 / 2012 in the period from the recruitment until the completion of 16 years of work following the scale of Law 4093/2012 or until the date of retirement of the employees. The application of this final decision to the attached financial statements, has as a result the distribution of benefits in the last sixteen (16) years until the date of retirement of employees following the scale of Law 4093/2012. The above final decision was treated as a change in accounting policy and was implemented in accordance with paragraphs 19-22 of IAS 8.
The change in accounting policy and the new framework for the application of IAS 19 was applied retrospectively to the annual financial statements as at 31 December 2021 with a corresponding adjustment to the carrying amount of each affected equity for the earlier periods presented and the other comparative amounts for each. previous period presented, as if the new accounting policy had always been in use. From the adoption of the revised policy, regarding the distribution of benefits in the service periods, at the beginning of the comparable fiscal year 2020, there was a reduction of the accumulated actuarial liability and an increase of the net position by € 1,5 million for the Company and € 1,6 million for the Group. A detailed presentation of the impact of the above change on the financial statements for the year 2020 is made in note 29 "Adjustments of comparable financial items".
The International Accounting Standards Board (IASB) and the IFRIC have issued a number of new IFRS and interpretations, which are either mandatory for accounting periods beginning on January 1st 2021 or after, or are not mandatory, as since the publishing date of the financial statements have not adopted by the European Union. The Group has fully adopted all IFRSs and interpretations that are effective after January 1, 2021 and examines the impact of the adoption of other IFRS and interpretations in the financial statements. The most significant new standards, interpretations and revisions are presented below:
(a) New standards and interpretations, revisions and amendments to existing Standards that are effective from 1st January 2021 and on and have been adopted by the European Union:
In June 2020 the IASB issued amendments that declare deferral of the date of initial application of IFRS 17 by two years, to annual periods beginning on or after January 1, 2023. As a consequence, the IASB also extended the fixed expiry date for the temporary exemption from applying IFRS 9 "Financial Instruments" in IFRS 4 "Insurance Contracts", so that the entities are required to apply IFRS 9 for annual periods beginning on or after January 1, 2023. The above have no material impact on Group's financial statements. The above apply to annual periods beginning on or after 1 January 2021.
In August 2020 the IASB has finalized its response to the ongoing reform of IBOR and other interest benchmarks by issuing a package of amendments to IFRS Standards. The amendments complement those issued in 2019 and focus on the effects on financial statements when a company replaces the old interest rate benchmark with an alternative benchmark rate as a result of the reform. More specifically, the amendments relate to how a company will account for changes in the contractual cash flows of financial instruments, how it will account for a change in its hedging relationships as a result of the reform, as well as relevant information required to be disclosed. The above have no material impact on Group's financial statements. The above apply to annual periods beginning on or after 1 January.
In March 2021 the IASB issued amendments to the practical expedient of IFRS 16, that extend the application period by one year to cover Covid-19-related rent concessions that reduce only lease payments due on or before 30 June 2022. The above have no material impact on Group's financial statements. The above apply to annual periods beginning on or after 1 April 2021.
(b) New Standards, Interpretations and Amendments to existing Standards that have not been applied yet or have not been adopted by the European Union:
In January 2020 the IASB issued amendments to IAS 1 that affect requirements for the presentation of liabilities. Specifically, they clarify one of the criteria for classifying a liability as non-current, the requirement for an entity to have the right to defer settlement of the liability for at least 12 months after the reporting period. The amendments include: (a) specifying that an entity's right to defer settlement must exist at the end of the reporting period; (b) clarifying that classification is unaffected by management's intentions or expectations about whether the entity will exercise its right to defer settlement; (c) clarifying how lending conditions affect classification; and (d) clarifying requirements for classifying liabilities an entity will or may settle by issuing its own equity instruments. The Group will examine the impact of the above on its Financial Statements, though it is not expected to be significant. The above are effective from annual periods starting on or after 01.01.2023 and have not been adopted by the European Union.
In May 2020 the IASB issued a package of amendments which includes narrow-scope amendments to three Standards as well as the Board's Annual Improvements, which are changes that clarify the wording or correct minor consequences, oversights or conflicts between requirements in the Standards. More specifically:
tional Financial Reporting Standards, IFRS 9 Financial Instruments, IAS 41 Agriculture and the Illustrative Examples accompanying IFRS 16 Leases.
The Group will examine the impact of the above on its Financial Statements, though it is not expected to have any. The above apply to annual periods beginning on or after 1 January 2022 and have been adopted by the European Union.
In February 2021 the IASB issued narrow-scope amendments that pertain to accounting policy disclosures. The objective of these amendments is to improve accounting policy disclosures so that they provide more useful information to investors and other primary users of the financial statements. More specifically, companies are required to disclose their material accounting policy information rather than their significant accounting policies. The Group will examine the impact of the above on its Financial Statements, though it is not expected to have any. The above apply to annual periods beginning on or after 1 January 2023 and have not been adopted by the European Union.
In February 2021 the IASB issued narrow-scope amendments that they clarify how companies should distinguish changes in accounting policies from changes in accounting estimates. That distinction is important because changes in accounting estimates are applied prospectively only to future transactions and other future events, but changes in accounting policies are generally also applied retrospectively to past transactions and other past events. The Group will examine the impact of the above on its Financial Statements, though it is not expected to have any. The above apply to annual periods beginning on or after 1 January 2023 and have not been adopted by the European Union.
In May 2017 the IASB issued a new Standard, IFRS 17, which replaces an interim Standard, IFRS 4. The aim of the project was to provide a single principle-based standard to account for all types of insurance contracts, including reinsurance contracts that an insurer holds. A single principle-based standard would enhance comparability of financial reporting among entities, jurisdictions and capital markets. IFRS 17 sets out the requirements that an entity should apply in reporting information about insurance contracts it issues and reinsurance contracts it holds. Furthermore, in June 2020, the IASB issued amendments, which do not affect the fundamental principles introduced when IFRS 17 has first been issued. The amendments are designed to reduce costs by simplifying some requirements in the Standard, make financial performance easier to explain, as well as ease transition by deferring the effective date of the Standard to 2023 and by providing additional relief to reduce the effort required when applying the Standard for the first time. The Group will examine the impact of the above on its Financial Statements, though it is not expected to have any. The above are effective from annual periods starting on or after 01.01.2023 and have been adopted by the European Union.
In May 2021 the IASB issued targeted amendments to IAS 12 to specify how companies should account for deferred tax on transactions such as leases and decommissioning obligations – transactions for which companies recognise both an asset and a liability. In specified circumstances, companies are exempt from recognising deferred tax when they recognise assets or liabilities for the first time. The amendments clarify that the exemption does not apply and that companies are required to recognise deferred tax on such transactions. The Group will examine the impact of the above on its Financial Statements, though it is not expected to have any significant. The above apply to annual periods beginning on or after 1 January 2023 and have not been adopted by the European Union.
In December 2021 the IASB issued a narrow-scope amendment to the transition requirements in IFRS 17 to address an important issue related to temporary accounting mismatches between insurance contract liabilities and financial assets in the comparative information presented when applying IFRS 17 "Insurance Contracts" and IFRS 9 "Financial Instruments" for the first time. The amendment aims to improve the usefulness of comparative information for the users of the financial statements. The Group will examine the impact of the above on its Financial Statements, though it is not expected to have any. The above apply to annual periods beginning on or after 1 January 2023 and have not been adopted by the European Union.
The principal accounting policies used in preparing the attached annual financial statements for fiscal year 2021 are as follows:
The attached consolidated financial statements include the financial statements of the Parent Company as well as of all subsidiary companies in which ANEK can exercise control. The control is exercised when ANEK, through a direct or indirect ownership of percentages in capitals maintains the majority of votes or has the power to exercise control in the boards of directors of subsidiaries. The subsidiaries are consolidated from the day the essential control is transferred to the Parent company, and they cease to be consolidated when the control is no longer exercised. The buyout accounting method is used for the consolidation of the subsidiaries that are bought out. The cost of a buyout is calculated as the sum of the fair values as at the date of transfer of the subsidiary's assets, of the shares issued and of the existing liabilities plus any cost incurred in connection with the buyout. The assets acquired and liabilities undertaken are recorded initially at fair value, regardless of the minority interest. The difference between the acquisition cost and the fair value of the assets acquired and liabilities undertaken is recorded as goodwill. If the acquisition cost is lower than the fair value, the resulting negative goodwill is recognized immediately in profit and loss account. The goodwill resulting from the acquisition of subsidiaries, associates and joint ventures is shown under intangible assets and is not subject to amortization, but is subject to impairment control on an annual basis. If interests are sold, any possible goodwill is taken into account in calculating profits / (losses). All the related party transactions and balances have been written-off in the attached consolidated financial statements. Where it was required, the accounting policies of subsidiaries have been amended so that consistency with the accounting policies that were adopted by the Group can be ensured. Moreover, all subsidiaries prepare their financial statements for the same period and at the same date as those of the Parent Company.
The Company applies the amendment to IAS 27 "Consolidated and separate financial statements" and valuates its investments in subsidiaries by the equity method in the separate financial statements. Minority interest represents the percentage of profits / (losses) and equity which do not correspond to the Group and are presented in the consolidated financial statements separately. If minority interests are purchased by the Company, the difference between the buyout price and the net book value of the equity of the Company that is bought out is recognized as goodwill.
ANEK's investments in other companies in which it exercises essential influence, which are not subsidiaries or joint ventures, are presented by using the equity method and are recorded initially at acquisition cost, including any possible goodwill recognized at the time of buyout. According to the equity method, the profits / (losses) resulting after the buyout are recognized in profit and loss account, and the amounts recorded directly in the associate's equity are recognized directly in the Group's equity. The Company applies the amendment to IAS 27 "Consolidated and separate financial statements" valuating its investments in subsidiaries by the equity method in the separate financial statements.
The currency of operation and presentation used in the financial statements of ANEK and its subsidiaries is the Euro. Transactions in other currencies are converted into euros according to the currency exchange rates that were valid on the dates of these transactions. Upon the date of drafting of the financial statements, the monetary elements of assets and liabilities expressed in other currencies are adapted so that they depict the current currency exchange rates. The earnings and losses that result from transactions in foreign currencies during the period, as well as at the end-of-year appraisal of monetary elements in foreign currencies, are registered in the attached profit and loss account, with the exception of transactions that fulfill the conditions for the counterbalancing of cash flows presented in equity under "total comprehensive income".
The Company and the Group recognize income in order to reflect the transfer of the promised goods or services to customers in an amount reflecting the consideration they consider to be entitled to these goods
or services. Revenue from contracts with customers is recognized when all of the following criteria are met: a) The parties to the contract have approved the contract and are committed to performing their respective obligations.
b) The Company or the Group may determine the rights of each party in respect of the goods or services to be transferred.
c) The Company or the Group may determine the payment terms for the goods or services to be transferred.
d) The contract has a commercial character.
e) It is probable that the Company or the Group will receive the consideration it is entitled to in respect of the goods or services to be transferred to the customer. Revenue is measured at the fair value of the consideration received, net of value added tax, refunds, rebates and charges of taxes or fees. All taxes and charges charged by the Group to passengers on behalf of third parties are recorded on a net basis. The amount of revenue is considered to be measurable reliably when all possible commitments relating to the sale of goods or the provision of services have been resolved. The following specific recognition criteria should also be met when recognizing revenue:
Revenues from fares (tickets or vessels' charters): The revenues from tickets are recognized at the moment when the passengers/ vehicles execute the trip (traveling tickets). The revenues from the chartering of vessels are recognized based on the accrual principle, as per the stipulations laid down in relevant contracts. Government subsidies for subsidized routes are recognized in the relevant period and are included in "turnover". With the adoption of IFRS 15, there has been no change in the recognition of revenue from tickets and chartering. The Group separates possible other obligations that may be included in the contract and is a separate obligation to execute and identifies the proportion of revenue attributable to it (customer loyalty program).
Revenues from goods sold and provision of services onboard: The earnings from goods sold and the provision of services onboard are recognized at the moment of the sale or the provision of the service, when the relevant receipts are issued.
Revenues from goods sold and provision of services of non-shipping companies: The revenues from goods sold are recognized at the moment of sale and they are accounted by the issuance of the respective invoices. The earnings from the provision of services are accounted at the period when the services are provided.
Interest: The interest revenues are recognized according to the accrued accounting policy.
Dividends: The dividends are recognized as revenues when the right to collect them is established.
The vessels, the buildings and the furniture, as well as the other equipment are appraised at the historical (or deemed) cost plus subsequent additions and minus accumulated depreciation / amortization and any provisions for their impairment. The historical cost of buildings since the IFRS transition date (01.01.2004) has been the deemed cost according to IFRS 1.
| Type of fixed asset | Useful Life |
|---|---|
| Vessels | 40 years |
| Buildings | 20 - 50 years |
| Plants | 66 years |
| Mechanical equipment | 8 years |
| Other transport means | 5 - 9 years |
| Furniture and fixtures | 5 - 10 years |
| Software - P/C | 3 - 10 years |
The useful live and residual value of buildings is adjusted when necessary after taking into account the relevant estimates made by an independent assessor.
Investment real estate is intended for making revenues from rental fees or profits from reselling and are measured as acquisition cost less accumulated depreciation and any possible impairment losses.
The accounting values of the non-current assets are audited annually for purposes of impairment when events or changes in conditions suggest that their accounting value may not be retrievable. When the accounting value of some asset exceeds the retrievable amount, the respective impairment loss is registered in the income statement, unless if there is a credit balance in the readjustment reserve for the same asset. The retrievable value is defined as the highest value between the net sale price and the use value. The net sale price is the amount that can be received from the sale of a property asset in the context of a reciprocal transaction in which the parties are fully aware and voluntarily adhere to, after the deduction of any additional immediate cost for the distribution of the property asset, while the use value is the net current value of the estimated future cash flows that are expected to be executed by the continuous use of a property asset and from the return that is expected to result from its distribution at the end of its estimated useful life. For the purposes of defining the impairment, the elements in assets are grouped at the lowest level for which the cash flows may be separately recognized. More specifically, the impairment test of the accounting values of the most important assets of the Parent Company and the Group includes the following:
a) Vessels: On the basis of estimates made by independent firms of assessors, the current value of each vessel is determined as at the balance sheet date (at the end of each fiscal year) and is compared against the corresponding net book value. If it is identified that the latter is higher than the current value of a vessel, the value in use of a cash flow unit is determined to find out whether there are reasons for impairment.
b) Investments in subsidiaries: As regards the Parent Company's investments, their equity is taken into account, plus any possible goodwill which is not shown in the subsidiaries' financial statements.
Inventories are measured at the lower of their acquisition cost and net realizable value. The acquisition cost, including the acquisition value plus other purchasing expenses, is determined by using the weighted average cost method. The net realizable value of merchandise and products is the estimated sale price in the normal operation, minus the estimated necessary cost for their sale. The net liquid value of fuel, lubricants and materials on vessels, as well as of raw and auxiliary materials of trade and industrial subsidiary companies is the cost for their replacement. Provisions for slowly distributed or devaluated reserves are formed if deemed necessary.
The accounts receivable appear at their nominal value, after provisions for any uncollected balances. All receivables the Group are short-term (to be collected in one year maximum) and, therefore, there is no need to proceed with discounting at balance sheet date. On every balance sheet date all the delayed or doubtful receivables are estimated in order to find out whether it is, or is not, necessary to form an impairment provision for these receivables. Any balance definitely not collected is written-off by a respective reduction of the provision for bad debts. The provision amount is recorded as an expense in profit and loss under "other expenses".
The Group considers time deposits and other high liquidity investments of a maturity date of less than three months as cash and cash equivalents. Cash and cash equivalents comprise cash and sight deposits, as well as overdrafts in banks, which are shown as current bank liabilities.
Common and preferred shares are shown in the share capital of shareholders' equity, which represents the value of the Company's shares issued and in circulation. The amount paid above the par value per share is recognized in the shareholders' equity under "share premium account". Additional expenses relating to the issue of new shares are recorded in the shareholders' equity, by deducting them from the "share premium account". Own shares represent Parent Company shares acquired and held by the Parent Company or its subsidiaries and are shown at acquisition cost, by deducting them from the shareholders' equity. Upon purchase, sale, or cancellation of own shares, the relevant accounts and the results of the relevant act or liquidation are recognized directly in equity.
All loan liabilities are initially recorded at the cost that reflects their fair value reduced by the respective expenses for the loan. Following initial recording, they are measured at amortized cost using the effective interest method. Those loan liabilities that are payable within the following twelve months from the balance sheet date are shown as current bank liabilities.
Borrowing costs are recognized as expense in the period in which they are incurred and include the interest of current and non-current bank liabilities, as well as the amortization of the cost incurred for obtaining the loans in accordance with their duration.
(a) Short-term benefits: Short-term benefits to employees (except for termination or retirement) in money or in kind are recognised as an expense when they are accrued.
(b) Post-employment benefits: Post-employment benefit schemes (except for the vessels' crew), comprise both defined contribution plans and defined benefit plans. The accrued cost of the defined contribution plans is recognised as an expense in the period it concerns. The liability recognised in the balance sheet in respect of defined benefit pension plans is calculated at the discounted value of future benefits to employees that have been accrued at the balance sheet date. The defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method. Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited to the other comprehensive income in the period in which they occur. Past-service cost is recognised immediately in income. It is noted that in respect of the vessels' crew, based on applicable laws is stated that does not accumulate rights on indemnity compensation in case of dismissal or retirement and consequently the financial statements do not include relevant provision.
c) Termination benefits: Termination benefits are employee benefits payable as a result of a Group's decision to terminate an employee's employment before the normal retirement date, or an employee's decision to accept voluntary redundancy in exchange for those benefits. The Group recognises the termination benefits as an obligation and termination at the earlier among the following dates: a) when the entity is without realistic possibility of withdrawal and b) when the entity recognises reconstruction cost that comes under IAS 37 and entails payment of termination benefits. Where termination benefits fall due more than 12 months, after the balance sheet date, are discounted to their present value.
The vessel crews are insured in NAT, whereas the Group's administrative personnel is mostly covered by the principal public insurance body for the private sector (EFKA) that provides pension and medicalpharmaceutical benefits. Every employee is under the obligation to contribute part of his monthly salary to the fund, while part of the total contribution is covered by the Group. Upon retirement, the retirement fund is responsible for the payment of retirement benefits to the employees. Thus the Group does not have any legal or implicit obligation to pay future benefits based on that plan.
According to the legislation in force on the taxing of vessels (law 27/1975, article 2), the earnings from the exploitation of the vessels are exempted from income taxes. According to the same law, the vessels under a Greek flag are subject to a special tax on the basis of registered tons of total capacity. This tax is considered to be an income tax. The earnings from the non-shipping activities are taxed according to the general provisions on income tax. The income tax rate according to the article 58 of law 4172/2013 as amended at the basis of article 120 of law 4799/2021 was set to 22%. Deferred income taxes have been calculated either on differences in accounting and tax bases of subsidiaries operating under the ordinary income tax regime, or on differences in accounting and tax bases of the Group's shipping companies which are expected to affect their realization or settlement in the determination of income tax. Current and deferred tax is calculated on the basis of the financial statements of each of the companies included in the consolidated financial statements in accordance with the tax laws in force in Greece or other tax frameworks in which the foreign subsidiaries operate. Income tax expense includes current vessel tax under law 27/1975, income tax on nonshipping activities resulting from the profits of each company, tax audit differences and differences in deferred income taxes based on statutory tax rates. Income tax relating to items that are recognized directly in equity is recognized in the statement of comprehensive income.
The Group has implemented IFRS 16 using the simplified approach by registering, on the date of initial application, the rights to use assets with an amount equal to the lease obligations, adjusted by the amount of any prepaid or past rents due to.
a) Cases in which the Group is a lessee
Operating leases: The Group recognizes a right to use an asset and the lease obligation at the beginning of the lease. The right of use is initially valued at the cost, which includes the amount of the initial recognition of the lease obligation, any lease payments made at the beginning or before the start of the lease minus any lease incentives received, any initial direct costs and valuation liability for any costs of restoring the right to use an asset.
After initial recognition, the right of use is valued at the cost of acquisition reduced by any cumulative depreciation and impairment losses and adjusted in the event of any reassessment of the lease obligation.
The right of use is depreciated by the method of fixed depreciation until the end of the lease period, unless the contract provides for the transfer of ownership of the underlying asset to the Group at the end of the lease period. In this case, the right of use is depreciated during the useful life of the underlying asset. In addition, the right of use is checked for impairment losses, if any, and is adjusted in cases where there is an adjustment of the lease obligation.
Lease obligation at initial recognition consists of the present value of future residual lease payments. The Group uses the imputed rental interest rate to discount the remaining future rents and, where this cannot be determined, uses the marginal borrowing rate (IBR).
Lease payments included in the valuation of lease liability include the following:
fixed payments,
variable payments depending on an indicator or an interest rate,
amounts expected to be paid on the basis of residual value guarantees,
the price of the exercise of the purchase right that the Group considers will exercise and penalties for termination of the lease, if the determination of the duration of the lease has taken into account the exercise of the right of complaint by the Group.
After the start date of the lease period, the lease obligation decreases with the payment of lease, increases with the financial expense and is reassessed for any changes in the lease.
A reassessment is made when there is a change in future lease payments that may result from a change in an indicator or if there is a change in the Group's estimate of the amount expected to be paid for a residual value guarantee, a change during the lease and a change in the estimate of exercise the right to purchase the underlying item, if any. When the lease obligation is adjusted, a corresponding adjustment is made to the book value of the right of use or is recorded in the results when the book value of the right of use becomes zero.
According to the policy chosen by the Group, the right of use is recognized in the "Tangible fixed assets" and the obligation to lease in "Other long-term liabilities" and "Other short-term liabilities". In cases where the Group operates as a lessor with an operating lease, the right of use concerning the main contract is included in the category "Investments in property".
The Group has chosen to use the exception provided by IFRS 16 and not to recognize a right of use and a lease obligation for leases not exceeding 12 months or for leases in which the underlying asset is of low value (less than € € 5 thousand when new). In these leases, the payments of the operating lease are recognized as an expense in the total income statement on a fixed basis during the lease.
Financial leases: These leases, which relate to tangible fixed assets, are capitalized at the commencement of the lease at the lowest value between the fair and present value of the minimum lease and are depreciated on the basis of the useful life of the fixed assets. Each lease is divided between the obligation and the financial expenses in order to achieve a fixed interest rate on the remaining financial obligation. The corresponding obligation, net of financial expenses, is depicted in the financial position statement as a long-term or short-term financial lease obligation. The corresponding expenses are recorded in the comprehensive income statement.
The Group has recognized as financial leases the long-term leases of vessels with the right to purchase. Therefore, these vessels appear in the financial statements in the tangible fixed assets, while the liabilities arising from charter contracts appear in the long-term and short-term liabilities of the financial position.
Operating leases: In the case of operating leases, the Group classifies the leased fixed asset as an asset, making depreciation based on its useful life. The amounts of lease, corresponding to the use of the leased fixed asset, are recognized as income, in the category "other income", by the accrued method.
Financial leases: In the case of financial leases, in which the Group operates as a lessor, the total amount of leases provided for in the lease is entered into the category of loans and receivables from customers. The difference between the present value (net investment) of rents and the total amount of rents is recognized as non-accrued interest and is deductible. Leasing receipts reduce the total demand for lease, while financial income is recognized by the accrued method. Receivables from financial leases are considered to impair their value in accordance with IFRS 9.
When the Group is an intermediate lessor, it evaluates the classification of the sublease by referring to the right to use the main lease, in essence the Group compares the terms of the main lease with those of the sublease. Conversely, if the main lease is a short-term lease in which the Group applies the exception described above, then it classifies the sublease as an operating lease. In this case, the Group recognizes the amounts of rent corresponding to the sublease of the leased fixed income as income, in the category "other income", by the accrued method.
State grants that concern the subsidization of fixed assets are recognized at their fair value when there is certainty that the grant will be collected and all the relevant terms of receipt will be upheld. These grants are registered under long-term obligations as income of subsequent years and are transferred to profit and loss in installments according to the estimated useful life of subsidized assets, less the cost of goods sold. Grants related to expenses are systematically registered under the revenues for the period in which these must be reconciled with the respective expenses.
Provisions are recognized when the Group has current legal or deemed liabilities as a result of previous events, their liquidation is possible through the outflow of resources and the respective amounts of payables may be reliably appraised. The provisions are reexamined on every balance sheet date and are adjusted so as to depict the current value of the expense that is expected to be disbursed in order to settle the liability. In what concerns the provisions expected to be liquidated in the long-term, when the time value of money will be significant, the relevant amounts are calculated by prepaying the estimated future cash flows with a coefficient before taxes that reflects the current estimates of the market on the time value of money and where deemed necessary, the risks specifically related to the liability. Contingent liabilities are not recognized in the financial statements but they are made known, unless the possibility of an outflow of resources that incorporate financial benefits is minimum. Contingent receivables are not recognized in the financial statements but they are made known provided that the inflow of financial benefits is possible.
The principal earnings per share are calculated by dividing the net profits or losses (after the deduction of preferred dividends of there are any) by the average balanced number of shares in circulation for the duration of every year (exempting the average of shares that were acquired as own shares). The earnings per share in the consolidated financial statements are calculated by dividing the net profits or losses after the deduction of minority interests with the average balanced number of shares. Impairment of diluted earnings per share is calculated by dividing net profit or loss after deducting minority interests by the weighted average number of shares adjusted for potential convertible stock options.
Dividends are recorded as liability in the financial statements of the year in which the General Meeting of shareholders approves the relevant distribution proposal made by the Board of Directors.
The Group presents the information required by IFRS 8, which has provided for an administrative approach for the information provided per operating segment. The relevant information provided must be the one the used by the management internally to evaluate the performance of the Group's operating segments. Adoption of the new standard did not have a significant effect on how operating segments are recognized for information purposes. The change relates to separating the non-shipping activities of the Group, which are shown in a separate column (segment). Shipping activities are still presented in segments arising from the lines in which the vessels are operated: domestic routes (coastal shipping) and foreign routes (mostly in the Adriatic Sea).
The Group recognizes financial instruments as assets or liabilities if it becomes a counterparty that acquires rights or obligations under the contractual terms of the financial instrument. The financial assets and liabilities of the Group relate to equity securities (shares of listed companies and other investment portfolio securities such as shares in cooperative banks and shares of unlisted companies), cash and cash equivalents, liabilities to suppliers and certain elements of other receivables and other liabilities.
The Group measures the financial assets at their initial recognition at their fair value. In the case of financial instruments that are not estimated at fair value through profit or loss, the value at initial recognition is increased by transaction costs and decreases by income and commissions directly attributable to their acquisition or creation.
All financial assets that are within the scope of IFRS 9 are subsequently measured at their initial recognition at amortized cost or at fair value. In accordance with IFRS 9, financial assets are classified into one of the following three categories:
The basis of the classification and subsequent measurement depends on the following two factors:
The Group's business model refers to the way in which the Group manages its financial assets to generate cash flows and determines whether cash flows arise from the collection of contractual cash flows, the sale of financial assets, or both. Business model evaluation is performed on the basis of scenarios reasonably expected by the Company and the Group and is not based on "worst case" or "crisis simulation" scenarios.
The SPPI test is the second condition for the classification of a financial asset in one of the AC or FVTOCI or FVTPL classes by the Group. In particular, for a financial item to be measured in AC or FVTOCI, its contractual terms must lead to specific cash flow dates that consist of capital and interest payments on the outstanding principal.
The Group classifies financial assets that are not held as part of "holding for the purpose of collecting contractual cash flows" or "holding for the purpose of collecting contractual cash flows or sale of financial assets" in FVTPL.
The adoption of IFRS 9 led to a change in the accounting treatment of impairment losses for financial assets, as no longer recognized losses but expected credit losses. The expected credit losses are equal to the present value of the difference between the conventional flows and the flows that the Group considers to receive. Expected credit losses for each year are recognized in the results. In the statement of financial position the amounts of accumulated expected credit losses are presented as follows:
The Company classifies equity participations in the scope of IFRS 9 in FVTPL except for investments in subsidiaries, associates and joint ventures that are accounted for in accordance with IFRS 10 "Consolidated Financial Statements", IAS 27 "Separate Financial Statements" or IAS 28 "Investments in Associates and Joint Ventures". For other participations falling within the scope of IFRS 9 (shares of listed and unlisted companies and shares in cooperative banks), changes from their fair value measurement and results from their sale are recognized in the line "results from investment activities "of the statement of comprehensive income.
Receivables from debtors as well as other receivables are classified in the portfolio of financial instruments that are valued at amortized cost "AC", ie they are initially recorded at transaction value and are examined for receivables at regular intervals. When there is a clear indication that the Company is not able to collect all the amounts due, based on the contractual terms, a relevant impairment record is made. The resulting impairment losses are recognized directly in profit or loss. Receivables from customers and other receivables are usually immediate receivables and therefore do not include time value. The Group applies the simplified approach of IFRS 9 for the calculation of expected credit losses, according to which, in each reporting period, the loss forecast is always measured at an amount equal to the expected credit losses over the life as provided by IFRS 9.
The financial liabilities of the Group are valued at non-depreciated costs and interest by the real interest rate method. The results from the valuation or discontinuation of recognition of liabilities valued at fair value are recognized in the financial results of the total income statement.
The Group discontinues the identification of financial assets when:
The Group discontinues the recognition of a financial obligation (or its sanctuaries) when it is contractually fulfilled, canceled or expired.
Fair value is the price that would be received to sell an asset (financial or non-financial) or paid to transfer a liability (financial or non-financial) in an orderly transaction between market participants at the measurement date. In measuring the fair value it is assumed that the transaction of selling the asset or transfer the liability takes place either: (i) the principal market for the asset or liability or (ii) in absence of the main market, in the most advantageous market for the asset or liability. A financial instrument is considered to be negotiable in a main market if the trading price is directly and regularly available from an exchange, broker, industry group, a pricing service or regulatory body and those prices represent actual and regularly in ongoing market transactions at arm's length base. An entity does not need to undertake an exhaustive search of all possible markets to trace the main market or, in absence of the main market, the most advantageous market, but takes into account all reasonably available information. In lack of appropriate evidence to the contrary, the market in which an entity would normally undertake a transaction to sell the asset or transfer the liability is considered to be the main market or in absence of the main market, the most advantageous market. If there is a principal market for the asset or liability, the fair value measurement represents the price on that market (whether that price is directly observable or estimated using another valuation technique), even if the price in a different market is potentially more advantageous at the measurement date. IFRS 13 establishes a hierarchy of valuation models on the objectivity of the data used in these models (observable or non-observable data). Observable data are based on market data and derived from independent sources, while non-observable inputs refer to management assumptions. The Group and the Company estimate the fair value of financial instruments relying on relevant framework that classifies financial assets to a three-level hierarchy, based on the data used for their valuation, as described below:
Level 1: Investments at fair value based on quoted (unadjusted) prices in active markets for identical assets
or liabilities.
Level 2: Investments held at fair value based on valuation models in which all the elements that significantly affect the fair value are based (either directly or indirectly) on observable market data.
Level 3: Investments at fair value based on valuation models in which the elements that significantly affect the fair value are not based on observable market data.
As mentioned above in note 3xxii, the main business activity of the Group is concentrated upon passenger ferry shipping activities, both in domestic and abroad routes. The main sources of revenue are generated from passenger, P.U. vehicles and truck fares, as well as other on-board activities (bar, restaurants, stores and casinos). Revenue of non-shipping Group companies which participate in the consolidated turnover are included in "other activities". The following chart presents a geographical segmentation of the activities of both the Group and the Company for the fiscal years 2021 and 2020:
| Shipping activities | ||||
|---|---|---|---|---|
| 01.01.21 - 31.12.21 | Domestic | Abroad | Activities | Domestic |
| Group | ||||
| Revenues from fares | 42.184 | 86.179 | - | 128.363 |
| On board revenues | 1.699 | 6.986 | - | 8.685 |
| Other | 320 | 88 | 12.541 | 12.949 |
| Total income | 44.203 | 93.253 | 12.541 | 149.997 |
| Cost of sales | 43.872 | 81.774 | 7.304 | 132.950 |
| Gross operating results | 331 | 11.479 | 5.237 | 17.047 |
| Vessels' additions | 5 | 2 | - | 7 |
| Vessels' reductions | - | 17.911 | - | 17.911 |
| Vessels' devaluation | 9.541 | 297 | - | 9.838 |
| Vessels' depreciation | 3.554 | 6.072 | - | 9.626 |
| Net book value of vessels | 70.665 | 139.944 | - | 210.609 |
| Non distributed assets | - | - | - | 70.302 |
| Total Assets 31.12.21 | - | - | - | 280.911 |
| Company | ||||
| Revenues from fares | 34.278 | 86.179 | - | 120.457 |
| On board revenues | 1.699 | 6.986 | - | 8.685 |
| Other | 181 | 88 | - | 269 |
| Total income | 36.158 | 93.253 | - | 129.411 |
| Cost of sales | 36.494 | 81.774 | - | 118.268 |
| Gross operating results | (336) | 11.479 | - | 11.143 |
| Shipping activities | Other | |||
|---|---|---|---|---|
| 01.01.21 - 31.12.21 | Domestic | Abroad | Activities | Domestic |
| Vessels' additions | 5 | 2 | - | 7 |
| Vessels' reductions | - | 17.911 | - | 17.911 |
| Vessels' devaluation | 9.541 | 297 | - | 9.838 |
| Vessels' depreciation | 3.554 | 6.072 | - | 9.626 |
| Net book value of vessels | 70.665 | 139.944 | - | 210.609 |
| Non distributed assets | - | - | - | 52.232 |
| Total assets 31.12.21 | - | - | - | 262.841 |
| Shipping activities | Other | |||
|---|---|---|---|---|
| 01.01.20 - 31.12.20 | Domestic | Abroad | Activities | Domestic |
| Group | ||||
| Revenues from fares | 38.563 | 70.602 | - | 109.165 |
| On board revenues | 1.313 | 4.508 | - | 5.821 |
| Other | 111 | 122 | 9.233 | 9.466 |
| Total income | 39.987 | 75.232 | 9.233 | 124.452 |
| Cost of sales | 39.775 | 65.034 | 4.875 | 109.684 |
| Gross operating results | 212 | 10.198 | 4.358 | 14.768 |
| Vessels' additions / (reductions) and transfers | ||||
| to the value | 110 | 4.132 | - | 4.242 |
| Vessels' depreciation | 3.283 | 6.984 | - | 10.267 |
| Net book value of vessels | 80.118 | 167.859 | - | 247.977 |
| Non distributed assets | - | - | - | 71.003 |
| Total Assets 31.12.20 | - | - | - | 318.980 |
| Company | ||||
| Revenues from fares | 33.330 | 70.602 | - | 103.932 |
| On board revenues | 1.313 | 4.508 | - | 5.821 |
| Other | 111 | 122 | - | 233 |
| Total income | 34.754 | 75.232 | - | 109.986 |
| Cost of sales | 34.871 | 65.034 | - | 99.905 |
| Gross operating results | (117) | 10.198 | - | 10.081 |
| Vessels' additions / (reductions) and transfers | ||||
| to the value | 110 | 4.132 | - | 4.242 |
| Vessels' depreciation | 3.283 | 6.984 | - | 10.267 |
| Net book value of vessels | 80.118 | 167.859 | - | 247.977 |
| Non distributed assets | - | - | - | 57.571 |
| Total Assets 31.12.20 | - | - | - | 305.548 |
Revenue from domestic fares in 2021 includes income from state subsidies for public services routes amounting to € 7.561 thousand for the Group compared to € 9.279 thousand in 2020. Additions, impairment, depreciation and net book value of vessels were allocated to geographic activities depending on the time of operation of each vessel on domestic and abroad routes.
Any further allocation would be arbitrary given that other assets and liabilities from which the Group's income and expenses result are common and cannot be separated into segments.
The cost of sales appearing on the financial statements of 2021 and 2020 can be analyzed as follows:
| Group | Company | |||
|---|---|---|---|---|
| 01.01.21- | 01.01.20- | 01.01.21- | 01.01.20- | |
| 31.12.21 | 31.12.20 | 31.12.21 | 31.12.20 | |
| Crew cost, crew benefits, etc. | 26.668 | 27.594 | 25.898 | 26.463 |
| Fuels, lubricants and consumables | 66.275 | 45.696 | 56.332 | 39.098 |
| Insurance, port expenses and water supply | 11.700 | 11.161 | 11.313 | 10.812 |
| Repairs & maintenance, chartering and other | ||||
| operating expenses | 17.983 | 14.568 | 15.099 | 13.265 |
| Depreciation | 10.324 | 10.665 | 9.626 | 10.267 |
| 132.950 | 109.684 | 118.268 | 99.905 |
Administrative expenses for 2021 and 2020 are analyzed below:
| Group | Company | |||
|---|---|---|---|---|
| 01.01.21- | 01.01.20- | 01.01.21- | 01.01.20- | |
| 31.12.21 | 31.12.20 | 31.12.21 | 31.12.20 | |
| Payroll cost and other personnel expenses | 4.144 | 5.159 | 3.907 | 4.953 |
| Other administrative expenses | 2.402 | 2.514 | 1.851 | 2.010 |
| Depreciation | 177 | 187 | 173 | 184 |
| 6.723 | 7.860 | 5.931 | 7.147 |
Respectively, the selling expenses are analyzed as follows:
| Group | Company | |||
|---|---|---|---|---|
| 01.01.21- | 01.01.20- | 01.01.21- | 01.01.20- | |
| 31.12.21 | 31.12.20 | 31.12.21 | 31.12.20 | |
| Payroll cost & other personnel expenses | 2.961 | 3.101 | 2.494 | 2.655 |
| Sales commissions | 7.476 | 5.299 | 6.965 | 4.930 |
| Other selling expenses | 3.148 | 2.651 | 1.534 | 1.526 |
| Depreciation | 447 | 444 | 324 | 319 |
| 14.032 | 11.495 | 11.317 | 9.430 |
"Payroll cost" under administrative and selling expenses includes a provision for staff retirement indemnity (see relevant note 23 "Employee benefits").
Other income appearing in the financial statement for the Group and the Parent Company is analyzed as follows:
| Group | Company | |||
|---|---|---|---|---|
| 01.01.21- | 01.01.20- | 01.01.21- | 01.01.20- | |
| 31.12.21 | 31.12.20 | 31.12.21 | 31.12.20 | |
| Provision of services to third parties, rental fees, | ||||
| commissions and other | 548 | 418 | 969 | 841 |
| Income from claims and forfeiture clause | 38 | 237 | 38 | 228 |
| Income from subsidies and other | 1.267 | 1.263 | 948 | 1.132 |
| 1.853 | 1.918 | 1.955 | 2.201 |
Respectively, other expenses are analyzed as follows:
| Group | Company | |||
|---|---|---|---|---|
| 01.01.21- | 01.01.20- | 01.01.21- | 01.01.20- | |
| 31.12.21 | 31.12.20 | 31.12.21 | 31.12.20 | |
| Provisions (doubtful receivables and other) | 1.242 | 1.258 | 1.238 | 1.184 |
| Other expenses | 814 | 536 | 670 | 510 |
| 2.056 | 1.794 | 1.908 | 1.694 |
Financial expenses and income for the Group and the Parent Company are analyzed as follows:
| Group | Company | |||
|---|---|---|---|---|
| 01.01.21- | 01.01.20- | 01.01.21- | 01.01.20- | |
| 31.12.21 | 31.12.20 | 31.12.21 | 31.12.20 | |
| Interest expenses | 8.201 | 7.685 | 8.201 | 7.680 |
| Other financial expenses | 1.322 | 1.669 | 1.230 | 1.652 |
| Foreign exchange difference expenses | 521 | - | 521 | - |
| 10.044 | 9.354 | 9.952 | 9.332 | |
| Interest income | 13 | 35 | - | 1 |
| Foreign exchange difference income | - | 384 | - | 384 |
| 13 | 419 | - | 385 |
Other financial expenses, apart from commissions and other bank expenses, include the financial costs arising from financial leases of Company's vessels and operating leases (IFRS 16) totaling € 431 thousand for the Group and € 342 thousand for the Company, the financial cost of the part of the Convertible Bond Loan in the equity amounted to € 154 thousand, as well as the interest on tax arrangements amounted to € 42 thousand and the financial costs of the actuarial study amounted to € 11 thousand. There were no borrowing costs that were capitalized during the year.
The results from investing activities are analyzed as follows:
| Group | Company | |||
|---|---|---|---|---|
| 01.01.21- | 01.01.20- | 01.01.21- | 01.01.20- | |
| 31.12.21 | 31.12.20 | 31.12.21 | 31.12.20 | |
| Profits / (losses) from the sale and measurement of | ||||
| financial assets at fair value | (13) | (45) | (15) | (42) |
| Impairment of land and buildings | (154) | - | (127) | - |
| Vessels' devaluation | (9.838) | - | (9.838) | - |
| Loss from non-execution of vessels' purchase option | (15.656) | - | (15.656) | - |
| Other profits / (losses) | - | (71) | - | (71) |
| (25.661) | (116) | (25.636) | (113) |
Upon evaluation of the securities (listed on the Athens Stock Exchange or not) included in the Company's portfolio, in accordance with their current value as at 31.12.2021, incurred losses amounting to € 13 thousand, compared to losses € 45 thousand at 31.12.2020. Also, on 31.12.2021 an estimate of the fair value of the Group's properties was made by an independent appraiser and there was a need for impairment of € 154 thousand. Moreover, upon the impairment test of the value of Group's vessels, which is carried out at the end of each fiscal year, on 31.12.2021 there was a need for impairment of € 9,8 million (see note 12 "Fixed assets / Investments in property".)
"Other profits / (losses)" of the Group included a profit of € 1.920 thousand that resulted from the write-off of a bilateral loan of the Parent on 30.06.2020 in combination with the change of the lease terms and a new finance lease agreement for a vessel as well as a loss of € 1.991 thousand arising from the settlement of court costs of an arbitration procedure.
Under the Charter Agreement from 14.03.2018 (hereinafter "the Contract") the Ro/Pax vessel "AS-TERION II", Cypriot flag, was chartered for a period of two (2) years, in order to replace the chartered Ro/Pax vessel "ASTERION I" in Adriatic routes. The contract was successively extended until 31.10.2021. The contract contained a purchase option right of the vessel with a fixed payment during the charter. The contract was recognized as financial, according to IAS 17 and IFRS 16, with the total cost capitalized (as the value of the vessel) amounting to € 10,2 million. ANEK, for the deployment of the vessel, proceeded in the year 2018 to a retrofit investment amounted to approximately € 9,2 million. Due to this investment, the annual hire was limited to approximately € 2,8 million per year, compared to that of approximately € 9,7 million respectively for the vessel "ASTERION I". At the end of the contract, the Company did not have the liquidity,
nor manage to secure financing in order to exercise the purchase option right and also to pay the 5 months overdue hire, namely to pay the amount of € 3,3 million to the ship-owning company. In addition, due to the negative condition of the pandemic and the high cost of fuel, the itineraries that would be served by the Company, would be re-examined and re-evaluated according its needs on vessels. Based on these conditions, the Board of Directors of the Company decided on 29.09.2021 not to exercise the purchase option right and to derecognize the contract from the fixed assets and liabilities of the Company. As a result, the write-off of the net book value of the vessel and of the purchase option right of redemption resulted in a loss of € 15,7 million.
The Company measures its investments in subsidiaries and associates using the equity method. Upon the valuation of investments in associates as at 31.12.2021 there was a profit of € 71 thousand as compared to € 482 thousand at 31.12.2020. Regarding the "results from measurement of investments in associates" in Group's Statements of Comprehensive Income see note 13 "Investments in subsidiaries and associates".
In year 2021, the Company proceeded to a partial impairment of € 2,2 million of its receivable from the subsidiary AIGAION, which concerns hires of previous years for the vessel "PREVELIS". The total amount of the receivable from the subsidiary on 31.12.2021 amounted to € 4,4 million and since the possibility of collection of the above amount is limited, a provision was formed which burdened the results of the year 2021 and appears in the statement of financial position minus trade receivables (note 15 "Other provisions").
In December 2021, the fair value of all Group's properties was evaluated by an independent appraiser. In the relevant study, the comparative method was applied for all properties, except the properties of the Parent Company that are leased to third parties for which the income method with direct capitalization was applied. The remaining useful life years (weighted average) were estimated at 48-50 and 24 respectively. The fair value was determined based on the estimation of the lease value and then an annual rate of return of 7,0% was applied.
The tables of tangible fixed assets for the Group and the Company are shown below:
| Group | Vessels | Land and buildings |
Other Equipment |
Property in progress |
Rights of use |
Total |
|---|---|---|---|---|---|---|
| Acquisition value 01.01.20 | 455.556 | 18.625 | 13.857 | 1.310 | 1.003 | 490.351 |
| Additions | 11.863 | 100 | 204 | 501 | - | 12.668 |
| Reductions | (13.301) | - | (61) | - | - | (13.362) |
| Transfers | 1.141 | 157 | - | (1.298) | - | - |
| Adjustments | - | - | - | - | 26 | 26 |
| Acquisition value 31.12.20 | 455.259 | 18.882 | 14.000 | 513 | 1.029 | 489.683 |
| Additions | 7 | 965 | 1.239 | 597 | 3.325 | 6.133 |
| Reductions | (19.541) | - | (79) | - | (176) | (19.796) |
| Devaluation | (9.838) | (593) | - | - | - | (10.431) |
| Transfers | - | 72 | 462 | (513) | - | 21 |
| Adjustments | - | - | - | - | 529 | 529 |
| Acquisition value 31.12.21 | 425.887 | 19.326 | 15.622 | 597 | 4.707 | 466.139 |
| Accumulated depreciation 01.01.20 | 201.554 | 5.938 | 12.199 | - | 208 | 219.899 |
| Depreciation | 10.267 | 358 | 384 | - | 230 | 11.239 |
| Reductions | (4.539) | - | (47) | - | - | (4.586) |
| Adjustments | - | - | - | - | (127) | (127) |
| Accumulated depreciation 31.12.20 | 207.282 | 6.296 | 12.536 | - | 311 | 226.425 |
| Depreciation | 9.626 | 366 | 444 | - | 454 | 10.890 |
| Reductions | (1.630) | - | (77) | - | (176) | (1.883) |
| Adjustments | - | - | - | - | 161 | 161 |
| Accumulated depreciation 31.12.21 | 215.278 | 6.662 | 12.903 | - | 750 | 235.593 |
| Net book value 31.12.20 | 247.977 | 12.586 | 1.464 | 513 | 719 | 263.259 |
| Net book value 31.12.21 | 210.609 | 12.664 | 2.719 | 597 | 3.957 | 230.546 |
| Land and | Other | Property | Rights of | |||
|---|---|---|---|---|---|---|
| Company | Vessels | buildings | Equipment | in progress | use | Total |
| Acquisition value 01.01.20 | 455.556 | 12.386 | 2.156 | 1.141 | 763 | 472.002 |
| Additions | 11.863 | - | 23 | - | - | 11.886 |
| Reductions | (13.301) | - | - | - | - | (13.301) |
| Transfers | 1.141 | - | - | (1.141) | - | - |
| Adjustments | - | - | - | - | 26 | 26 |
| Acquisition value 31.12.20 | 455.259 | 12.386 | 2.179 | - | 789 | 470.613 |
| Additions | 7 | - | 19 | - | - | 26 |
| Reductions | (19.541) | - | - | - | - | (19.541) |
| Transfers | (9.838) | - | - | - | - | (9.838) |
| Adjustments | - | - | - | - | 529 | 529 |
| Acquisition value 31.12.21 | 425.887 | 12.386 | 2.198 | - | 1.318 | 441.789 |
| Accumulated depreciation 01.01.20 | 201.554 | 4.949 | 2.100 | - | 127 | 208.731 |
| Depreciation | 10.267 | 267 | 34 | - | 146 | 10.714 |
| Reductions | (4.539) | - | - | - | - | (4.539) |
| Adjustments | - | - | - | - | (127) | (127) |
| Accumulated depreciation 31.12.20 | 207.282 | 5.216 | 2.134 | - | 146 | 214.779 |
| Depreciation | 9.626 | 266 | 19 | - | 155 | 10.066 |
| Reductions | (1.630) | - | - | - | - | (1.630) |
| Adjustments | - | - | - | - | 161 | 161 |
| Accumulated depreciation 31.12.21 | 215.278 | 5.482 | 2.154 | - | 462 | 223.376 |
| Net book value 31.12.20 | 247.977 | 7.170 | 45 | - | 643 | 255.834 |
| Net book value 31.12.21 | 210.609 | 6.904 | 44 | - | 856 | 218.413 |
A N E K – A N N U A L F I N A N C I A L R E P O R T 2 0 2 1 140
The additions for year 2021 of building installations, mechanical equipment and property in progress of the Group amounted to € 2.801 thousand relate, almost entirely, to the investment plan of the subsidiary "ETANAP" regarding the expansion of capacity of an existing bottling unit. For the additions of "rights of use" see relevant paragraph below.
From the assessment of the fair value of the Group's properties, there was a need for impairment of subsidiary plots amounting to € 593 thousand, which was recorded in the statement of "other comprehensive income/(expenses)". Also, based on the same study, the "investment property" was impaired by € 127 thousand for the Company and € 153 thousand for the Group. The relevant amounts were recorded in the "results from investing activities".
As referred to note 3 vii, the Group measures the values of the vessels at the balance sheet date by obtaining estimates from independent firms of assessors in order to determine their current values. If it is identified that the net book value is higher than the current value of a vessel, the value in use of a cash flow unit is determined to find out whether there are reasons for impairment. In accordance with relevant estimations performed on 31.12.2021 the total current value of the Company's owned vessels (including the vessel that has been recognized in the fixed assets with financial lease contract) amounted to a total of € 183,2 million compared to € 220,4 million which is the corresponding book value. For all the Company's vessels, the value in use was determined and in some of them there was a need for impairment of a total amount of € 9,8 million. Cash flow provisions are based on management's approved budgets that cover the useful life of vessels. In addition a sensitivity analysis was performed for the model's underlying assumptions (discount rates, EBITDA and residual values) to examine the adequacy of the value margin. According the sensitivity analysis the retrievable value exceeds the net book value. The discount rate used for the determination of value in use was the weighted average cost of capital after tax that stood at 6,0%. The corresponded discount rate for the comparable period was 5,5%.
Parent company had entered into two long-term charter vessels contracts with purchase option, which had been recognized as financial leases according IAS 17 and IFRS 16 and therefore, these vessels in financial statements were included in the tangible fixed assets. On 31.10.2021, the long-term charter contract with purchase option for the vessel "ASTERION II" expired without the Parent Company exercising the relevant right. Therefore, the net book value of the vessel amounting to € 17,9 million was written-off from the financial statements and is shown in the table above as "reductions". The net book value of the second vessel under financial lease agreement on 31.12.2021 amounts to € 21,2 million, compared to € 21,9 million on 31.12.2020.
The Group implemented for the first time the IFRS 16 "Leases" in the previous year, recognizing on the date of initial application (01.01.2019) assets refer to buildings and equipment, as rights of use assets of € 1.003 thousand and equal liabilities from leases. Respectively, the Company recognized rights of use assets related to buildings amounting to € 763 thousand and equal liabilities from leases. In the fiscal year 2021, the subsidiary ETANAP entered into a leasing contract for the acquisition of a new production line with an initial amount of € 3,2 million, the value of which was registered as "rights of use". Moreover in 2021, as well as in the comparable fiscal year, due to changes in the terms of the relevant lease agreements (e.g. duration of leases) and the state measures of mandatory reduction of rents due to COVID-19, adjustments were made to the acquisition value and depreciation of rights of use with a positive impact of € 368 thousand at their net book value, while the previous year there was a negative impact of € 101 thousand. For the depreciation of rights of use, the relevant payments and the discount rate, see note 31 "Commitments and contractual liabilities".
"Investment property" includes the Parent Company's privately-owned offices, which are leased, as well as the value of lands of subsidiaries which are outside the production network and are occupied to provide the company with additional funds. The income from leasing out the Parent Company's offices in fiscal year 2021 amounted to € 28 thousand, compared to € 27 thousand in the previous year, and no relevant expenses were incurred, apart from depreciation. Following are the amounts recorded under "Investment property" for the Group and the Company:
| Group | Company | |
|---|---|---|
| Acquisition value 01.01.20 | 2.036 | 961 |
| Additions / (reductions) | - | - |
| Acquisition value 31.12.20 | 2.036 | 961 |
| Additions / (reductions) | - | - |
| Transfer to fixed assets | (21) | - |
| Devaluation | (153) | (127) |
| Acquisition value 31.12.21 | 1.862 | 834 |
| Accumulated depreciation 01.01.20 | 283 | 283 |
| Depreciation | 5 | 5 |
| Accumulated depreciation 31.12.20 | 288 | 288 |
| Depreciation | 6 | 6 |
| Accumulated depreciation 31.12.21 | 294 | 294 |
| Net book value 31.12.20 | 1.748 | 672 |
| Net book value 31.12.21 | 1.568 | 540 |
All intangible assets include the Group's computer software, whose values for 2021 and 2020 are as follows:
| 2021 | 2020 | |
|---|---|---|
| Acquisition value 01.01 | 2.407 | 2.407 |
| Additions for the year | - | - |
| Acquisition value 31.12 | 2.407 | 2.407 |
| Accumulated depreciation 01.01 | 2.190 | 2.139 |
| Depreciation for the year | 51 | 51 |
| Accumulated depreciation 31.12 | 2.241 | 2.190 |
| Net book value 31.12 | 166 | 217 |
There was no need for impairment of the value of intangible assets.
Τhe non-amortized balance of the Group's grants for assets as at 31st December 2021 amounted to € 444 thousand of which € 438 thousand are shown under "non-current liabilities" and € 6 thousand included in "other current liabilities". The movement of fixed assets grants for 2021 and 2020 are analyzed as follows:
| 2021 | 2020 | |
|---|---|---|
| Opening net book value (non-current & current liabilities) | 451 | 457 |
| Amortization of grants | (7) | (6) |
| Non amortized balance of grants | 444 | 451 |
| Transfer to current liabilities | (6) | (7) |
| Grants for assets as non-current liabilities | 438 | 444 |
On Group's assets there are the following liens:
a) 1 st mortgages on the vessels of € 343,8 million,
b) 2 nd mortgages on the vessels of € 285,9 million and
c) Pre-notations on property of € 15,1 million pledges on machinery (of the subsidiary companies ETANAP and LEFKA ORI) of € 2,5 million.
The above liens exist to secure borrowing liabilities of a total amount of € 254,8 million as at 31.12.2021.
Depreciation in the annual financial statements has been allocated as follows:
| Group | Company | |||
|---|---|---|---|---|
| 01.01.21- | 01.01.20- | 01.01.21- | 01.01.20- | |
| 31.12.21 | 31.12.20 | 31.12.21 | 31.12.20 | |
| Cost of sales | 10.324 | 10.665 | 9.626 | 10.267 |
| Administrative expenses | 177 | 187 | 173 | 185 |
| Selling expenses | 446 | 444 | 324 | 319 |
| 10.947 | 11.296 | 10.123 | 10.771 |
The Company, applying the amendment to IAS 27 "Consolidated and separate financial statements", valuated its investments in subsidiaries and associates using the equity method in the separate financial statements.
Parent Company shares in subsidiaries and the relevant participation quotas are listed in note 1. The book values of investments in subsidiaries as presented in the attached financial statements are as follows:
| Company | 31.12.21 | 31.12.20 |
|---|---|---|
| ETANAP S.A. | 6.471 | 6.054 |
| LEFKA ORI S.A. | 574 | 578 |
| 7.045 | 6.632 |
The values of Parent's participations in the above subsidiaries are increased compared to the previous year with the proportion of the corresponding total comprehensive income for the year and reduced by dividends received. For the values of the subsidiaries "ANEK HOLDINGS S.A." and "AIGAION PELAGOS S.C." there has been a total impairment in previous years.
The participation value in the associate "ΑΝΕΚ LINES ITALIA S.r.l." in the consolidated financial statements on 31.12.2021 stands at € 1.748 thousand compared to € 2.232 thousand at 31.12.2020 and, in comparison to the previous year, is decreased by the part of losses for year 2021 that corresponds to the Group. The key figures of the financial statements of associate "ΑΝΕΚ LINES ITALIA S.r.l." for year 2021 are as follows:
| Total assets | 7.723 | Total turnover | 2.970 |
|---|---|---|---|
| Less: Total liabilities | (4.156) | Earnings before taxes | (791) |
| Total equity | 3.567 | Earnings after taxes | (998) |
During 2021 "ΑΝΕΚ LINES ITALIA S.r.l." did not distribute any dividends. The "results from associates" included in the consolidated comprehensive income of amount € 484 thousand (loss) represent the Group's share on the total comprehensive income after taxes for fiscal year 2021. The corresponding amount for year 2020 was a profit of € 36 thousand.
Inventories as at 31.12.2021 and 31.12.2020 are analyzed as follows:
| Group | Company | |||
|---|---|---|---|---|
| 31.12.21 | 31.12.20 | 31.12.21 | 31.12.20 | |
| Fuel and lubricants | 2.420 | 1.484 | 2.108 | 1.372 |
| Merchandise, products, raw and auxiliary ma | ||||
| terials and packaging materials | 1.428 | 1.205 | 219 | 225 |
| 3.848 | 2.689 | 2.327 | 1.597 |
There are no encumbrances on the Group and the Company's inventories and there was no need for impairment of value.
Trade receivables include the following:
| Group | Company | |||
|---|---|---|---|---|
| 31.12.21 | 31.12.20 | 31.12.21 | 31.12.20 | |
| Trade (outstanding balances) | 43.504 | 44.887 | 42.664 | 44.846 |
| Cheques and notes | 33.553 | 32.508 | 30.999 | 30.269 |
| 77.057 | 77.395 | 73.663 | 75.115 | |
| Less: provisions for doubtful receivables | (46.755) | (46.474) | (47.560) | (45.063) |
| 30.302 | 30.921 | 26.103 | 30.052 |
Upon the impairment test on trade receivables as at 31.12.2021 emerged the necessity to form an additional provision for doubtful receivables amounting to € 3.443 thousand for the Company and € 1.242 thousand for the Group. The corresponding provisions for year 2020 were € 1.108 thousand for the Company and € 1.182 thousand for the Group.
The accumulative provisions as at 31.12.2021 are considered as adequate for covering any losses could emerge. It is noted that a significant part of Group's trade receivables is covered with guarantees received (see note 31 "Contingent liabilities/ receivables"). The movement of provisions for doubtful receivables for 2021 is as follows:
| Group | Company | |
|---|---|---|
| Opening balance | 46.474 | 45.063 |
| Additional provision in P&L (IFRS 9) | 1.242 | 1.238 |
| Provision for impairment of receivables from a subsidiary | ||
| (note 11) | - | 2.205 |
| Use of provision | (961) | (946) |
| 46.755 | 47.560 |
The Group's credit policy relating to trade receivables ranges, as the case may be, from 2 to 4
months. The ageing of trade receivables maturing is as follows:
| Group | Company | |
|---|---|---|
| Fully paid receivables | 27.617 | 23.589 |
| Non-impaired receivables in arrears | ||
| < 90 days | 2.636 | 2.514 |
| 90 - 180 days | 23 | - |
| > 180 days | 26 | - |
| 30.302 | 26.103 | |
| Impaired receivables | 46.755 | 47.560 |
| 77.057 | 73.663 |
Other short-term receivables as of 31.12.2021 and 31.12.2020 are analyzed as follows:
| Group | Company | |||
|---|---|---|---|---|
| 31.12.21 | 31.12.20 | 31.12.21 | 31.12.20 | |
| Other state receivables | 1.111 | 462 | 96 | 120 |
| Prepayments to suppliers | 349 | 483 | 319 | 441 |
| Accrued expenses & prepaid expenses | 1.282 | 1.539 | 1.281 | 1.529 |
| Sundry debtors | 1.321 | 937 | 1.336 | 953 |
| 4.063 | 3.421 | 3.032 | 3.043 |
All the above receivables are short-term and as a result of that fact, there is no need to proceed with discounting at balance sheet date.
Financial assets at fair value through profit and loss presented in the attached annual financial statements are as follows:
| Group | Company | |||
|---|---|---|---|---|
| 31.12.21 | 31.12.20 | 31.12.21 | 31.12.20 | |
| Shares of companies listed on the A.S.E. | 74 | 110 | 66 | 103 |
| Other investments | 2.653 | 2.655 | 1.721 | 1.724 |
| 2.727 | 2.765 | 1.787 | 1.827 |
"Other investments" include, mainly, shares in non-listed cooperative banks and other companies.
The cash and cash equivalents analysis is as follows:
| Group | Company | ||||
|---|---|---|---|---|---|
| 31.12.21 | 31.12.20 | 31.12.21 | 31.12.20 | ||
| Cash on hand | 206 | 136 | 167 | 121 | |
| Bank accounts | 5.447 | 11.285 | 1.476 | 3.284 | |
| 5.653 | 11.421 | 1.643 | 3.405 |
The main part of the Group's cash and cash equivalents is in euro.
In August 2020, the process of converting part of the Company's bond loan (C.B.L.) into common shares was completed. The conversion of these bonds resulted in an increase in the share capital by € 10.843.999,50 with the issuance 36.146.665 new common voting share. Following the above, the share capital of the Company now amounts to € 67.440.467,10 divided into 224.801.557 common and preferred registered voting shares with a nominal value of € 0,30 each.
The difference emerged from issuance of shares at share premium price as at 31.12.2021 amounts to € 599 thousand and cannot be allocated for the payment of dividends or percentages. It may, however, be either capitalized or offset against damages, unless there are reserves or other funds that may be legally used to offset those losses.
The reserves as at 31st December 2021 and 2020 are analyzed as follows:
| Group | Company | ||||
|---|---|---|---|---|---|
| 31.12.21 | 31.12.20 | 31.12.21 | 31.12.20 | ||
| Legal reserve | 334 | 312 | - | - | |
| Statutory reserves | 225 | 225 | - | - | |
| Property revaluation reserves | 1.556 | 1.676 | 987 | 972 | |
| Reserve from convertible bond | 526 | 526 | 526 | 526 | |
| Other reserves | 20.875 | 20.875 | 20.520 | 20.520 | |
| 23.516 | 23.614 | 22.033 | 22.018 |
In compliance to Greek trade legislation, the companies are obligated to deduct 5% from the profit of each year and form a legal reserve until it reaches a third of their initial capital. According to the Company's articles of association, the aforementioned percentage amounts to 10%. Distribution of legal reserve is prohibited.
These involve the optional provision for additional reserve, from net profits of each year in compliance to the Company's articles of association.
These are reserves for the revaluation of lands at their fair value as determined by an independent assessor. In year 2021, the Parent's reserve was increased by € 15 thousand due to the change in the tax rate for calculating the deferred tax. Respectively, for the Group the asset revaluation reserve decreased by € 120 thousand, an amount which resulted as follows: negative by € 189 thousand due to the impairment of the plots at fair value and positive by € 42 thousand as the corresponding deferred tax and € 27 thousand due to the change of the tax rate of calculation of the deferred tax.
During the year 2017 the restructuring of the Parent's long-term borrowing had completed, where, inter alia, a new bond loan had joined, part of which is convertible to shares under conditions. According to IAS 32, and given that the this loan is considered as a composite financial instrument, an amount of € 2.079 thousand was recognized in the equity as a "reserve from convertible bond". Following the aforementioned conversion of part of the bond loan, in August 2020, the reserve was adjusted (reduced) by € 1.553 thousand with a corresponding adjustment (increase) of the "results carried forward" by € 1.042 thousand and the balance of the bond loan by € 511 thousand.
Other reserves include, mainly, reserves from special taxation regime which are subject to tax in case they are distributed, as well as from tax-free income.
The movement of the "results carried forward" account for the Group and the Company during 2021 was as follows:
| Group | Company | |
|---|---|---|
| Opening balance | (104.259) | (98.572) |
| Net results for fiscal year 2021 | (41.701) | (43.891) |
| Actuarial gains / (losses) after taxes | (76) | (74) |
| Formation of legal reserve | (22) | - |
| Impact from change in subsidiary's equity | - | 21 |
| Result carried forward at the end of year | (146.058) | (142.516) |
From 31.12.2018 in the Parent's statement of financial position, the long-term loans have been reclassified to short-term loans according to paragraph 74 of IAS 1. According to the contracts, the lack of debt servicing is considered as non-compliance to meet the terms and conditions undertaken, therefor the Company is obliged to repay the loans in full. The aforementioned Parent's long-term loans, with a total initial amount of € 264,5 million, were concluded in March 2017 on a basis of a floating interest rate (Euribor plus spread) for a period of 7 years and a final repayment date on 31st December 2023, and were analyzed as follows:
Bond syndicated loan of € 219,9 million (part of which amounting to € 22,0 million is convertible under conditions).
Bilateral loan of € 44,6 million.
It is noted that as mentioned above, in August 2020, the process of converting part of the Company's bond loan (C.B.L.) into common shares was completed. The conversion of these bonds resulted in an increase in the share capital by € 10,8 million with the issuance of 36.146.665 new common voting shares with a nominal value of € 0,30 each, while the bond lenders retain the right to convert the remaining amount of € 11,2 million.
Collaterals have been provided to secure the aforementioned syndicated loans (shipping mortgages on vessels, concession of the product of an insurance compensation) to the lending banks. According to the terms and conditions of the relevant agreements, the Company may repay these debts earlier free of charge. The loan agreements also lay down the conditions for termination thereof, including not in-time payment, non-compliance with the general and financial guarantees provides, as well as the provision of information. Also, the agreements involve economic sanctions concerning requirements for the conditioning of the minimum borrowing level, as for the securities offered. The Company has also provided specific guarantees in connection with its compliance with laws and regulations, maintaining its type of business activity, environmental issues, as well as insurance coverage.
In addition to the above loans, there was also a bilateral loan of the Parent concluded in 2014, the balance of which amounted to € 2,6 million and was written off in 2020 in combination with the change in the leasing terms and succession of the lessor entity of the vessel "KYDON" and the new leasing contract of this vessel. The result from the above write-off and the change in the terms of the lease amounted to a profit of € 1,9 million which was included in the results from investment activities for the year 2020.
The balances of the above loans appearing in the financial position statement were measured at amortized cost using the effective interest method and were not essentially different from their fair values. The average actual cost of the Company's long-term borrowing in 2021 was σε 3,12% compared to 2,85% in 2020. The total interest expenses for the Company's long-term loans, for years 2021 and 2020 amounted to € 7.753 thousand and € 7.204 thousand, respectively.
Group's "short term borrowings" at 31.12.2021 of total amount of € 260,1 million, compared to € 252,9 million at 31.12.2020, include the Company's total long-term loans (bond and bilateral) that have been reclassified and were not servicing (see previous paragraph) amounted to € 252,9 million. Moreover, the Company has contracted agreements of current accounts in euro of variable interest (Euribor plus margin rate) which were mostly granted by the banks assigning cheques receivable, using the above grants as securities.
The Group's and Company's total short-term bank liabilities referred to these current accounts as at 31.12.2021 amounted to € 7.160 thousand compared to € 7.830 thousand at 31.12.2020. The total amount of interest on short-term loans (current accounts) of the Parent for the fiscal years 2021 and 2020 amounted to € 448 thousand and € 477 thousand, respectively.
According the amended IAS 7 is required a disclosure of changes in financial liabilities of the statement of financial position, including changes arising from the cash generating activities, as well as non-cash changes. The relevant agreement for the Group is as follows:
| Balance at | Cash | Effect | Other | Balance at | |
|---|---|---|---|---|---|
| 31.12.20 | flows | bond loan | movements | 31.12.21 | |
| Long term loans | - | - | - | - | - |
| Short term loans | 252.862 | (670) | 154 | 7.753 | 260.099 |
| Capital leases | 13.980 | (3.918) | - | 1.205 | 11.267 |
| Operating leases | 756 | (224) | - | 526 | 1.058 |
| Total | 267.598 | (4.812) | 154 | 9.484 | 272.424 |
"Other movements" of short-term loans concern totally in interest due in 2021 that increased the loan liabilities. Respectively, the "other movements" of the leases concern by € 1,9 million (negative) the impact from the non-exercise of the purchase option of a leased vessel and by € 3,1 million (positive) in a new lease for the acquisition of a new production line of the subsidiary "ETANAP". Finally, the "other movements" of operating leases relate to adjustments of rights of use (IFRS 16) due to changes in the terms of the relevant contracts.
The Parent company and its subsidiaries operating passenger shipping sector are not subject to income tax for the profits arising from this business activity. As income tax is considered the tax in regard to law 27/1975 (tax applied to the shipping tons of the total tonnage of the vessel).
The unaudited fiscal years of the Parent Company and of the consolidated subsidiaries are presented in the following table:
| Company | Unaudited years |
|---|---|
| ANEK S.A. | - |
| ETANAP S.A. | - |
| LEFKA ORI S.A. | - |
| ANEK HOLDINGS S.A. | 2016 - 2021 |
| AIGAION PELAGOS SC | 2016 - 2021 |
From the fiscal year 2011 onwards, the Group companies are subject to the tax audit of the certified auditors - accountants according to the provisions of article 82 of law 2238/94 and article 65a of law 4174/13. The auditors' reports for the years 2011 - 2020 were issued without qualification. The finalization of the above tax audits is carried out according to POL 1034/2016. The audit for the year 2021 is in progress and the related report is expected to be issued after the financial statements of 31.12.2021 have been published. However, no significant tax liabilities are expected to arise. It is noted that at the beginning of 2021, the tax audit of the fiscal years 2015 and 2018 for the Parent was completed, from which no tax differences and surcharges arose.
Group companies have formed provisions for additional taxes that may arise in the future tax closure of the unaudited years. Accumulated provisions amounted to € 166 thousand for the Company and € 220 thousand for the Group.
The income tax appearing in profit and loss account for the years 2021 and 2020 for the Company and the Group is analyzed as follows:
| Group | Company | |||
|---|---|---|---|---|
| 31.12.21 | 31.12.20 | 31.12.21 | 31.12.20 | |
| Income tax on taxable income | 40 | 463 | - | - |
| Tax under law 27/1975 | 121 | 200 | 121 | 200 |
| Deferred taxes of temporary differences | 11 | 5 | - | (2) |
| Difference due to change of tax rate | (37) | - | (9) | - |
| 135 | 668 | 112 | 198 |
Deferred income taxes are accounted based on different accounting and tax bases of assets and receivables of subsidiaries falling under normal tax assessment, as well as various accounting and tax bases of assets and liabilities of the Parent Company, which (differences) are expected to pertain an effect on tax during the asset matching or their settlement.
Deferred income taxes are calculated by using the tax rates expected to be used as a basis for settling receivables and liabilities in the future. In the year ended the Group calculated the deferred tax on the basis of 22% tax rate as applies from 2021 and on. The re-estimation of deferred taxes on the basis of the reduced tax rate resulted to profits of € 37 thousand for the Group and € 9 thousand for the Company, while other comprehensive income of 2021 benefiting by € 53 thousand for the Group and € 16 thousand for the Company.
The balance of the deferred tax liabilities of the Group as at 31.12.2021 amounts to € 849 thousand (€ 269 thousand for the Parent Company) results mainly from the measurement of land and buildings at fair value, given that the profits from a potential sale thereof probably will be subject to tax in compliance with the general income tax provisions. Moreover, the balance of the Group's deferred tax liabilities as at 31.12.2021 amounting to € 224 thousand resulted, mainly, from subsidiaries' provisions for doubtful debts.
As at 31.12.2021 the Group employed a total of 658 persons in vessels and offices. Payroll cost included in the financial statements is analyzed as follows:
| Group | Company | ||||
|---|---|---|---|---|---|
| 31.12.21 | 31.12.20 | 31.12.21 | 31.12.20 | ||
| Wages and salaries | 29.838 | 31.629 | 28.678 | 30.158 | |
| Other employee benefits | 1.149 | 1.100 | 1.119 | 1.084 | |
| Employer contributions for social security | 2.581 | 2.946 | 2.311 | 2.685 | |
| 33.568 | 35.675 | 32.108 | 33.927 | ||
| Plus: Retirement cost of plans in results (ex | |||||
| cluding financial cost) | 205 | 179 | 191 | 144 | |
| 33.773 | 35.854 | 32.299 | 34.071 |
Short-term benefits to executives are referred below (note 30 "Balances and Related Party Transactions").
The liabilities of the Group resulting from its obligation to pay retirement indemnities are determined through an actuarial study prepared by independent actuarial. The tables below present the composition of the net cost included in income statement for years 2021 and 2020 as well as, the movement of the liabilities for employee compensations. Liabilities' movement recognized in the statement of financial position is as follows:
| Group | Company | ||||
|---|---|---|---|---|---|
| 31.12.21 | 31.12.20 | 31.12.21 | 31.12.20 | ||
| Opening balance | 1.319 | 2.766 | 1.230 | 2.605 | |
| Effect from change of accounting policy in eq | |||||
| uity | - | (1.570) | - | (1.493) | |
| Benefits paid | (154) | (70) | (115) | (39) | |
| Provision recognized in income statement | 216 | 188 | 201 | 154 | |
| Provision recognized in equity | 78 | 4 | 74 | 3 | |
| Net balance at the end of year | 1.459 | 1.318 | 1.390 | 1.230 |
The additional staff retirement indemnity provisions formed during the fiscal year are included in the administration and selling expenses. The above accumulated provision pertains to Group employees other than vessel crews as the latter, according to applicable law, do not accumulate indemnity rights in the event of dismissal or retirement. Amounts recognized in the income statement are as follows:
| Group | Company | |||
|---|---|---|---|---|
| 31.12.21 | 31.12.20 | 31.12.21 | 31.12.20 | |
| Current service cost | 96 | 90 | 89 | 83 |
| Interest cost | 11 | 10 | 10 | 10 |
| Termination benefits | 93 | 66 | 84 | 38 |
| Pre-service cost due to modifications | 16 | 22 | 18 | 23 |
| Total cost for the year | 216 | 188 | 201 | 154 |
According the revised IAS 19, actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited to the other comprehensive income in the period in which they occur. The movement of actuarial results in equity statement is as follows:
| Group | Company | |||
|---|---|---|---|---|
| 31.12.21 | 31.12.20 | 31.12.21 | 31.12.20 | |
| Actuarial gains / losses - opening balance | (395) | (920) | (364) | (860) |
| Effect from cease of subsidiary consolidation | - | 521 | - | 493 |
| Actuarial gains / losses for the year | 78 | 4 | 74 | 3 |
| Actuarial gains / losses at the end of the year | (317) | (395) | (290) | (364) |
The main actuarial assumptions are the following:
| Average annual long-term growth of inflation 1,8% | |
|---|---|
| Discount rate 0,4% | |
| Average annual long-term payroll increase …………… 1,8% | |
| Average expected repayment period…………………13,27 years |
The actuarial results are dependent on the actuarial assumptions. The effect of changes in significant actuarial assumption (sensitivity analysis) are as follows:
The use of a higher discount rate by 0,5% would result the liability for retirement benefits to be lower by 3%, while the opposite movement, ie the use of lower discount rate by 0,5%, would result to a higher liability by 3%.
Correspondingly, the use of an average annual long-term payroll increase higher by 0,5% would result the liability for retirement benefits to be higher by 2% while the opposite movement would result to a lower liability by 2%.
Group's other provisions as at 31.12.2021 amounting to € 1.840 thousand (€ 1.779 thousand for the Company) pertain to tax audit differences of previous years of amount € 220 thousand, litigious disputes or disputes in arbitration of amount € 1.463 thousand and to non-collection of deductible amount of vessel's insurance compensation amounting € 157 thousand.
The balance of the Group's leasing liabilities on 31.12.2021 amounted to € 9,2 million compared to € 9,1 million on 31.12.2020. The Parent Company has entered into a long-term charter agreement for a vessel with a purchase option, which has been recognized as a financial lease. Therefore, the vessel in the financial statements is included in tangible fixed assets. The liability arising from the relevant contract on 31.12.2021 amounts to € 9,1 million of which € 7,4 million appears in long-term liabilities. Also, in 2021 the subsidiary "ETANAP" concluded a lease agreement for the acquisition of a new production line with an initial amount of € 3,2 million, the value of which was registered in the rights of use. The long-term part of this contract on 31.12.2021 amounts to € 1,8 million and the short-term part to € 0,3 million. The aging of the capital leases liabilities as at 31.12.2021 is as follows:
| Total | 11.266 |
|---|---|
| After 5 years | 533 |
| Between 2 – 5 years | 8.685 |
| Within next year | 2.048 |
Moreover, in note 30 "Commitments and contractual liabilities" is presenting the distribution of the future payments due to these finance leases.
Other long-term liabilities of the Group on 31.12.2021 of a total amount €4,3 million, versus € 1,9 million at 31.12.2020, include regulated tax liabilities of the Company (based on law 4321/2015) amounting to € 3,3 million, the repayment of which extends beyond one year, as well as liabilities amounted to € 1,0 million arising from the recognition of assets as rights of use for buildings and equipment during the implementation of IFRS 16.
Trade liabilities include the following:
| Group | Company | |||
|---|---|---|---|---|
| 31.12.21 | 31.12.20 | 31.12.21 | 31.12.20 | |
| Trade liabilities | 27.239 | 26.710 | 25.706 | 25.675 |
| Cheques payable | 2.903 | 3.546 | 2.818 | 3.410 |
| 30.142 | 30.256 | 28.524 | 29.085 |
Respectively, the other current liabilities are as follows:
| Group | Company | |||
|---|---|---|---|---|
| 31.12.21 | 31.12.20 | 31.12.21 | 31.12.20 | |
| Taxes and social security | 6.850 | 9.831 | 6.503 | 9.129 |
| Customer prepayments | 289 | 244 | - | 4 |
| Salaries payable and sundry debtors | 2.512 | 4.270 | 1.968 | 4.043 |
| Accrued expenses | 256 | 194 | 178 | 172 |
| Deferred income | 3.124 | 4.727 | 2.984 | 4.664 |
| 13.031 | 19.266 | 11.633 | 18.012 |
All the above liabilities are current and, as a result, there is no need to proceed with discounting at the balance sheet date. As mentioned above in note 25 the non-current part of the regulated tax and trade obligations transferred to "other long term liabilities". Deferred income of the Company and the Group includes the amount of € 126 thousand relating to deferred income from customer loyalty program compared to € 268 thousand at 31.12.2020.
Basic earnings/ (losses) per share are calculated by dividing the earnings corresponding to the Parent shareholders by the weighted number of shares in circulation during the period. For the calculation of the diluted earnings per share were taken into account the potential securities from the convertible bond according the relevant terms of its issue, as well as the provisions of IAS 33.
| Group | Company | |||
|---|---|---|---|---|
| 01.01.21- | 01.01.20- | 01.01.21- | 01.01.20- | |
| 31.12.21 | 31.12.20 | 31.12.21 | 31.12.20 | |
| Earnings / (losses) after taxes corresponding to | ||||
| Parent shareholders | (41.702) | (15.095) | (43.892) | (14.765) |
| Weighted number of shares | 203.716.002 | 203.716.002 | 203.716.002 | 203.716.002 |
| Earnings / (losses) per share - basic (€) | (0,1855) | (0,0800) | (0,1952) | (0,0783) |
| Earnings / (losses) per share - diluted (€) | (0,1855) | (0,0800) | (0,1952) | (0,0783) |
The potential shares resulting from the convertible bond loan lead to an increase in profits / (reduction of losses) per share with the result that, based on IAS 33 par. 41 - 44, it is not considered to have a dilution effect on them (antidilution effect). Therefore, the basic earnings / (losses) per share for the years 2021 and 2020 are equal to the impaired earnings / (losses) per share.
Pursuant to the provisions of the Greek commercial law, companies are obliged each year to distribute a first dividend equal at least to 35% of profits after taxes and after having formed the legal reserve. Non-distribution of the minimum dividend is permitted only by decision of the General Meeting received with increased quorum and a majority of 80% of the capital represented in the General Assembly. For fiscal year 2021 the Company is not able to distribute dividends.
Due to the retroactive application of the final agenda decision entitled "Distribution of benefits in periods of service (IAS 19)" on the distribution of benefits in periods of service on a specific defined benefit plan, the Group adjusted the comparatively published figures of the financial statements as follows:
| FINANCIAL POSITION STATEMENT 31.12.2020 | Published | Effect IAS 19 |
Restated |
|---|---|---|---|
| Deferred tax assets | 245 | (2) | 243 |
| Total non-current assets TOTAL ASSETS |
267.765 318.982 |
(2) (2) |
267.763 318.980 |
| Deferred tax liabilities | 1.058 | 21 | 1.079 |
| Employee retirement benefit liabilities | 2.850 | (1.531) | 1.319 |
| Total non-current liabilities | 17.533 | (1.510) | 16.023 |
| Total liabilities | 319.917 | (1.510) | 318.407 |
| Results carried forward | (105.722) | 1.463 | (104.259) |
| Total company shareholders' equity | (14.069) | 1.463 | (12.606) |
| Non-controlling interest | 13.134 | 45 | 13.179 |
| Total equity | (935) | 1.508 | 573 |
| TOTAL EQUITY AND LIABILITIES | 318.982 | (2) | 318.980 |
| Effect | |||
|---|---|---|---|
| COMPREHENSIVE INCOME STATEMENT 2020 | Published | IAS 19 | Restated |
| Cost of sales | (109.681) | (3) | (109.684) |
| Gross profit | 14.771 | (3) | (14.768) |
| Administrative expenses | (7.842) | (18) | (7.860) |
| Selling expenses | (11.475) | (20) | (11.495) |
| Financial expenses | (9.366) | 12 | (9.354) |
| Earnings / (losses) before taxes | (13.449) | (29) | (13.478) |
| Income tax | (666) | (2) | (668) |
| Earnings / (losses) after taxes | (14.115) | (31) | (14.146) |
| Other comprehensive income / (expenses) after taxes | 9 | (12) | (3) |
| Total comprehensive income / (expenses) after taxes | (14.106) | (43) | (14.149) |
| Earnings before taxes, financial, investing results & de | |||
| preciation (EBITDA) | 6.867 | (41) | 6.826 |
| Earnings after taxes per share(expressed in €) | (0,0740) | (0,0060) | (0,0800) |
The adjustment was made retroactively from 1 January 2020 in accordance with IAS 8 "Accounting Policies, Changes in Accounting Estimates and Errors", while the relevant adjustments were made to the affected items of the cash flow statements and changes in equity.
Balances (receivables / liabilities) with associated parties, as defined by IAS 24, as at 31st December 2021 and 2020 are as follows:
| Group | Company | |||
|---|---|---|---|---|
| 31.12.21 | 31.12.20 | 31.12.21 | 31.12.20 | |
| Receivables from: | ||||
| - subsidiaries | - | - | 4.496 | 5.176 |
| - affiliates | - | - | - | - |
| - other related parties | 13.602 | 14.580 | 13.268 | 14.144 |
| - executives & BoD members | - | - | - | - |
| 13.602 | 14.580 | 17.764 | 19.320 | |
| Liabilities to: | ||||
| - subsidiaries | - | - | 702 | - |
| - affiliates | - | - | - | - |
| - other related parties | 102.531 | 99.519 | 102.530 | 99.518 |
| - executives & BoD members | 13 | 8 | 13 | 8 |
| 102.544 | 99.527 | 103.245 | 99.526 |
The purchases and the sales with associated parties are as follows for the years 2021 and 2020 are as follows:
| Group | Company | |||
|---|---|---|---|---|
| 01.01.21- | 01.01.20- | 01.01.21- | 01.01.20- | |
| 31.12.21 | 31.12.20 | 31.12.21 | 31.12.20 | |
| Purchases of goods & services from: | ||||
| - subsidiaries | - | - | 69 | 66 |
| - affiliates | 306 | 266 | 304 | 265 |
| - other related parties | 3.224 | 3.238 | 3.222 | 3.237 |
| 3.530 | 3.504 | 3.595 | 3.568 | |
| Sales of services to: | ||||
| - subsidiaries | - | - | 5.803 | 7.049 |
| - affiliates | 2 | 1 | 2 | 1 |
| - other related parties | - | 1 | - | - |
| 2 | 2 | 5.805 | 7.050 |
It is noted that from fiscal year 2020 the Group's financial statements are included under the equity method in the consolidated financial statements of PIRAEUS BANK due to the inclusion of ANEK in the portfolio of the Bank's affiliates.
The invoicing of transactions between Group companies was done in accordance with the arm's length principle. These transactions, as well as, the intercompany dividends and the fees of BoD members and executives as referred to below are those that defined by IAS 24.
During year 2021 the Parent Company received dividend from the subsidiary "ETANAP" amounting to € 163 thousand, same as in year 2020.
The gross fees to Directors and BoD members for fiscal years 2021 and 2020 refer to short term benefits and are analyzed as follows:
| Group | Company | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 01.01.21- 01.01.20- |
01.01.21- | 01.01.20- | ||||||||
| 31.12.21 | 31.12.20 | 31.12.21 | 31.12.20 | |||||||
| Executive members of the BoD | 677 | 692 | 413 | 409 | ||||||
| Non-Executive Members of the BoD | 14 | 14 | 14 | 14 | ||||||
| Management executives | 890 | 911 | 890 | 911 | ||||||
| 1.581 | 1.617 | 1.317 | 1.334 |
The fees of BoD members are approved by the annual ordinary General Meeting. As of the balance sheet date there were no stock option plans for BoD members and executives or other benefits depending on the value of shares.
The fees charged by the auditors in 2021 for the mandatory audit of the Group's annual accounts, as well as, the tax audit, amounted to € 213 thousand.
With the adoption of IFRS 16 on 31.12.2019 the Group recognized in its financial statements liabilities related to leases that had previously been classified as operating leases under IAS 17. On 31 December 2021, Group companies had entered into lease agreements mainly for renting buildings, expiring at different dates until 2027. Group's income statement for year 2021 does not include rent, while in 2020 was € 38 thousand. The lease paid in the fiscal year 2021 and have been capitalized on the basis of IFRS 16, mainly concerned buildings and amounted to € 145 thousand for the Company and € 224 thousand for the Group, while the relevant depreciation included in comprehensive income statement amounted to € 155 thousand for the Company and € 454 thousand for the Group. The discount rate for the calculation of lease liabilities amounted to 4,5%.
The minimum future payable lease for buildings on non-reversible operating leases at 31st December 2021 are as follows:
| Total | 801 |
|---|---|
| After 5th year |
81 |
| From the 2nd to the 5th year |
510 |
| In the following year | 210 |
The Parent Company, as mentioned in note 24, has signed a leasing agreement for a vessel, while the subsidiary ETANAP in 2021 entered into a leasing agreement for the acquisition of a new production line. The future leases payable by the Group, in addition to the redemption rights at the end of the leases, based on the relevant contracts, are as follows
| Total | 12.055 |
|---|---|
| After 5 years | 546 |
| Between 2 – 5 years | 9.152 |
| Within next year | 2.357 |
There were no capital commitments for the Company or the Group as at 31st December 2021.
There are certain commitments for the Group which are subject to state subsidized investment plans, as well as liabilities arising from agreements entered into for the servicing of public services routes (letters of guarantee, etc).
There are no disputes in litigation or arbitration, or other liabilities burdening the Group, which could significantly affect its financial position other than those for which relevant provisions have been formed at 31.12.2021 amounting to € 1.463 thousand.
The Group's contingent liabilities as at 31.12.2021 arising from its normal activity pertain to guarantees granted to secure liabilities and performance bonds amounting to € 1.323 thousand. Respectively, the Group has received guarantees for receivables amounting to € 1.578 thousand. Moreover, as mentioned above (note 22 "Deferred tax and income tax"), the tax liabilities of Group companies for certain fiscal years have not been finalized, but appropriate provisions have been formed for possible additional taxes. Finally, with regard to the Group's mortgages, see related analysis in note 12 "Fixed Assets / Investment Property".
As regards the developments in relation to the fire incident case on board the chartered vessel "NORMAN ATLANTIC" in December 2014 (see note 29 of the annual financial report for the year 2014), it is noted that penal proceeding is in progress before the Criminal Court of Bari, which is at the stage of examination of the witnesses. A first instance decision is expected in the second half of 2022. In addition to the Company's members of the management and crew members that are involved in the Italian penal procedure, the Company itself as a legal entity is also involved and in this regard is expected the process progress in order to indicate whether there is a possibility of an administrative fine or any financial burdens to be imposed by the Court against the Company. Regarding the Greek Jurisdiction, the secondary criminal trial before the Three-Member Court of Appeal of Piraeus was completed in February 2022, with the imposition on specific involved persons related to the Company, convertible into a fine, with a suspended sentence. The possibility of appealing is being considered. The above mentioned incident has brought a significant number of claims, most of which have been extra judicially settled, while there are still pending civil actions that have been filed before the Greek and Italian Courts by the parties sustained damages against the Company, the ship-owner company and the managers of the vessel. The above mentioned compensations and expenses are covered by the Mutual Insurance Association, with which the Company has Charterers' Liability Cover (P&I) and Legal Protection (FD&D). Therefore, the compensation process of the above mentioned incident is not expected to burden the Company's financial results.
Under the existing financial conditions, all companies are facing increased credit risks. The Group is following its customers' balances closely by applying credit control procedures and defining credit limits and specific credit policies for all the customer categories. Where it is necessary, it has obtained additional guarantees to secure the credit granted even more. The accumulative provisions formed have reached the amount of € 46,8 million and it is considered adequate to deal with credit risk, while, there is significant dispersion of the Group's receivables. Although, that there is a concentration of receivables by the Joint venture, these receivables refer to a large number of debtors (agents, truck companies etc.) that are settled through the Joint Venture (as a special scheme) and therefore the risk of concentration is limited. As regards cash and cash equivalents, the Group is not exposed to any credit risk as there is natural hedging, given that there are also loan agreements entered into with the cooperating financial institutions.
The maximum exposure to credit risk at the balance sheet date is analyzed as follows:
| Group | Company | ||||
|---|---|---|---|---|---|
| 01.01.21- | 01.01.20- | 01.01.20- | |||
| 31.12.21 | 31.12.20 | 31.12.21 | 31.12.20 | ||
| Trade receivables | 30.302 | 30.921 | 26.103 | 30.052 | |
| Other receivables | 4.063 | 3.421 | 3.032 | 3.043 | |
| Cash and cash equivalents | 5.653 | 11.421 | 1.643 | 3.405 | |
| 40.018 | 45.763 | 30.778 | 36.500 |
The maturing of the balances of trade receivables and the changes to impairment provisions are listed in note 15 "Trade receivables and other current receivables".
The liquidity risk consists of the risk that the Group or the Company may not be able to meet their financial obligations and disrupt smooth operation. Due to the reclassification of long-term borrowings to short-term ones, in accordance with paragraph 74 of IAS 1, the equilibrium in the working capital of the Company and the Group was disturbed. The Group's cash and cash equivalents at 31.12.2021 amounted to € 5,7 million, while in order to avoid a possible shortage of liquidity, the management of the Group ensures that there are always available bank credits to cover emergency needs in periods of low liquidity. The Company prepares short-term and long-term cash flows from which its cash requirements arise in a timely manner. The maturity of the Group's trade and other payables at 31.12.2021 is as follows:
| up to 6 months | 6 to 12 months | above 1 year | |
|---|---|---|---|
| Trade liabilities | 25.380 | 1.400 | - |
| Leasing liabilities | 860 | 883 | 7.377 |
| Other current liabilities | 7.650 | 821 | 4.214 |
Both the Company and the Group are not exposed to increased foreign exchange risk as almost all their transactions with customers and suppliers outside Greece are made in Euro. There is a very limited potential of foreign exchange risk caused by the market value of spare parts and other materials, or services procured by countries outside the euro-zone, which is extremely limited in relation to the total of purchases and expenses.
The vessels of ANEK Group performed itineraries in routes where there is intensive competition, particularly in the Piraeus-Crete and Greece-Italy routes. The effort made by each company to retain and increase its market share in the above markets may intensify competition even more, thus having an impact on their financial results. Moreover, as part of its shipping activities, the Group is trying to improve the allocation of vessels per route, optimize the profits acquired from existing (and possible new) routes and set its prices at competitive levels. A potential intensification of competition in the markets where the Group operates may have a significantly adverse effect on the Group's operating results, cash flows and financial position.
ANEK has entered into agreements for long-term syndicated loans and credit accounts with different banks. Interests for all the above loans are calculated on the basis of the Euribor rate plus a margin. Consequently, the Company is exposed to a rate fluctuation risk, as it will be burdened with extra financial cost in the event of an increase in interest rates. The sensitivity of the results and equity to long term debt rate changes in 2021 was as follows:
| Rate change | Effect on results and equity |
|---|---|
| ± 0,5% | (-/+) € 1,2 million |
| ± 1% | (-/+) € 2,5 million |
Consequently, a possible rise in interest rates is expected to have a significantly adverse effect on the Group's operating results, cash flows and financial position.
Fuel cost is the key operating cost incurred by the Group which has a direct effect on the results of each period and thus, a rise in fuel prices is the most important risk faced by the Group. Fuel prices are settled in Euro, but they are indirectly affected by the EUR/USD exchange rate used as a basis for the determination of the international prices. The sensitivity of the results and equity to fuel cost changes per metric ton – ceteris paribus- in 2021 was as follows:
| Fuel price change | Effect on results and equity | |
|---|---|---|
| ±5% / metric ton | (-/+) € 2,9 million | |
| ± 10% / metric ton | (-/+) € 5,8 million | |
| ± 20% / metric ton | (-/+) € 11,7 million |
According to a decision of the Environmental Protection Committee of the International Maritime Organization IMO, as of January 1, 2020, all vessels of the Group use mixed sulfur fuel of 0,5% a fact that increases the cost of fuel. The Group's average purchase fuel prices in 2021 increased significantly by about 45% compared to the previous year, while in the first months of 2022 they are at unprecedented high levels significantly affected by the current energy crisis and geopolitical developments. To deal with the risk of high fuel prices, the Group regularly adjusts its pricing policy to offset as much as possible the negative impact on its financial results and cash flows. The Group's fuel and lubricants cost for 2021 represented a 44% of the total cost of sales, compared to 37% in 2020. Fuel cost is the most significant operating cost, consequently, fuel price fluctuation is the most significant risk associated with the Group's financial results. Therefore, a possible rise in fuel cost is expected to have a significantly adverse effect on the Group's operating results, cash flows and financial position.
The Group's main objective is the efficient management of its funds in order to maintain its high credit standing on the market for favorable financing with the ultimate aim of ensuring its smooth operation in the future. The Group's policy remains to maintain high creditworthiness and, in the context of adjusting its capital structure, the Group may return capital to shareholders, issue new shares or sell assets to reduce borrowing. The Group monitors its capital adequacy based on the leverage ratio, which is calculated by dividing net borrowing by total capital employed. "Net borrowing" means total debt (long-term and short-term) liabilities after deduction of cash and "total capital employed" is the sum of own funds plus net borrowing. Management aims to keep the leverage ratio as low as possible.
| 31.12.2021 | 31.12.2020 | |
|---|---|---|
| Total debt | 260.099 | 252.862 |
| Less: cash equivalents | (5.653) | (11.421) |
| Net borrowing (a) | 254.446 | 241.441 |
| Total equity | (40.483) | 573 |
| Total capital employed (b) | 213.963 | 242.014 |
| Leverage ratio (a) / (b) | 118,9% | 99,8% |
Financial assets and liabilities at the financial statement date may be broken down per category as follows:
| Group | Company | |||
|---|---|---|---|---|
| 31.12.2021 | 31.12.2020 | 31.12.2021 | 31.12.2020 | |
| Current assets | ||||
| Trade receivables | 30.302 | 30.921 | 26.103 | 30.052 |
| Other receivables | 4.063 | 3.421 | 3.032 | 3.043 |
| Cash and cash equivalents | 5.653 | 11.421 | 1.643 | 3.405 |
| Financial assets at fair value | 2.727 | 2.765 | 1.787 | 1.827 |
| Total current assets | 42.745 | 48.528 | 32.565 | 38.327 |
| Non-current liabilities | ||||
| Financial liabilities measured at amortized cost | - | - | - | - |
| Capital leases liabilities | 9.219 | 9.121 | 7.377 | 9.121 |
| Other long term liabilities | 4.317 | 1.915 | 4.214 | 1.374 |
| Current liabilities | ||||
| Financial liabilities measured at amortized cost | 260.099 | 252.862 | 260.099 | 252.862 |
| Capital leases liabilities | 2.048 | 4.859 | 1.744 | 4.859 |
| Trade & other liabilities | 37.747 | 39.749 | 35.251 | 37.402 |
| Total liabilities | 313.430 | 308.506 | 308.685 | 305.618 |
The Group uses the following hierarchy for determining and disclosing the fair value of financial instruments per valuation technique according to the requirements of IFRS 7 "Financial Instruments: Disclosures":
Level 1: Investments that are valued at fair value based on quoted (unadjusted) prices in active markets for identical assets or liabilities.
Level 2: Investments that are valued at fair value, using valuation techniques for which all inputs, which have a significant fair value, are based (either directly or indirectly) on observable market data.
Level 3: Investments that are valued at fair value, using valuation techniques, in which the data, significantly affecting the fair value, are not based on observable market data.
The Group, in accordance with the requirements of IFRS 9 and IFRS 13, at the end of each reporting period of the financial statements performs the required calculations regarding the determination of the fair value of the financial instruments. The financial assets held by the Group, the fair value of which at 31.12.2021 amounts to € 2.727 thousand, are relating to shares of listed companies and shares in cooperative banks and are classified in Level 1.The carrying value of the following financial assets and liabilities is considered to be a reasonable approximation of fair value:
At the end of February 2022, the Russian-Ukrainian crisis escalated into a military conflict with the invasion of the Russian armed forces throughout the territory of Ukraine. In addition to the humanitarian crisis, the ongoing event is causing intense geopolitical upheaval, while fears are being expressed about the possible formation of "cold war" conditions. The incident is having a negative impact on the global economy, leading to significant increases in prices for fuel and other commodities and raw materials, while disrupting supply chains, transportation and the money and capital markets. In addition, sectors and companies with significant exposure to the Russian and Ukrainian markets or dependence on Russian capital are affected. The Group has no transactions or exposure in the Russian and Ukrainian markets, nor is it dependent on Russian funds, therefore the effects (mainly increases in the cost of fuel, lubricants and raw materials) from the event are indirect and at the present time appear limited. The event is a non-corrective event after the reporting period in accordance with IAS 10.
There are no events later than 31 December 2021 which would substantially affect the financial position and results of the Group and the Company or which should be mentioned in notes on financial statements.
Chania, 15 April 2022
Senior Vice-Chairman Managing Director
Spyridon I. Protopapadakis Ioannis I. Vardinoyannis ID Card No. AA490648 ID Card No. Π 966572
Chief Financial Officer Chief Accountant
Stylianos I. Stamos Ioannis E. Spanoudakis ID Card No. AM 480641 Economic Chamber License No. 20599, Class A
| ANEK LINES S.A. No of G.E.C.R.: 121557860000 |
||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Registered Office: 148 Karamanli Avenue, Chania | ||||||||||
| Financial data and information for the period from 1 January 2021 to 31 December 2021 The following data and information are to provide users with general information for the financial position and the results of operations of ANEK LINES SA and the Group. Therefore, it is recommended to any user, before proceeding to |
||||||||||
| any kind of investing decision or other transaction with the Company, to visit the Company's web site, where the financial statements and the Auditor's Report, when is reqiuired, are published. | ||||||||||
| COMPANY INFORMATION | TOTAL COMPREHENSIVE INCOME (parent company and consolidated) | |||||||||
| Supervising authority: Ministry of Development, Societe Anonyme Division | (Amounts in € thousand) Group |
Company | ||||||||
| Company's website: www.anek.gr | from 01.01 to | from 01.01 to | ||||||||
| Board of Directors: Katsanevakis Georgios (Chairman), Protopapadakis Spyridon (A' Vice Chairman), Georvasakis Michael (B' Vice Chairman), Vardinoyannis Ioannis (Managing Director), Archontakis Georgios (Deputy Managing Director), Markantonakis Alexandros (Non executive member), |
31.12.2021 | 31.12.2020 | 31.12.2021 | 31.12.2020 | ||||||
| Fragkiadakis Georgios (Non executive member), Malandrakis Ioannis (Independent non executive member), Bailakis Andreas (Independent non | Turnover | 149.997 | 124.452 | 129.411 | 109.986 | |||||
| executive member), Bras Ioannis (Independent non executive member), Tsigaloglou Christianna (Independent non executive member) | Gross profit / (loss) Earnings / (losses) before taxes, financing and investing results (EBIT) |
17.047 (3.911) |
14.768 (4.463) |
11.143 (6.058) |
10.081 (5.989) |
|||||
| Date of approval of the annual financial statements: April 15, 2022 Certified auditors - accountants: Diamantoulakis Emmanouil (SOEL Reg. No 13101) - Kollyris Nikolaos (SOEL Reg. No. 35591) |
Earnings / (losses) before taxes (EBT) | (40.087) | (13.478) | (43.780) | (14.567) | |||||
| Auditing firms: GRANT THORNTON (Reg. No 127), SOL SA (Reg. No 125) | Earnings / (losses) after taxes (A) | (40.222) | (14.146) | (43.892) | (14.765) | |||||
| Type of auditors' report: Unqualified opinion - Material uncertainty related to going concern assumption | Owners of the parent Non-controlling interests |
(41.702) 1.480 |
(15.095) 949 |
- - |
- - |
|||||
| STATEMENT OF FINANCIAL POSITION (parent company and consolidated) | Other comprehensive income after taxes (Β) | (486) | (3) | (58) | (3) | |||||
| (Ποσά εκφρασμένα σε χιλιάδες ευρώ) | Group Company |
Total comprehensive income after taxes (Α) + (Β) Owners of the parent |
(40.708) (41.897) |
(14.149) (15.099) |
(43.950) - |
(14.768) - |
||||
| 31.12.2021 | 31.12.2020 | 31.12.2021 | 31.12.2020 Non-controlling interests | 1.189 | 950 | - | - | |||
| ASSETS | 230.546 | 263.259 | 218.413 | |||||||
| Tangible assets Investments in property |
1.568 | 1.748 | 540 | 255.834 Basic earnings / (losses) after taxes per share (in €) 672 Diluted earnings / (losses) after taxes per share (in €) |
(0,1855) (0,1855) |
(0,0800) (0,0800) |
(0,1952) (0,1952) |
(0,0783) (0,0783) |
||
| Intangible assets | 166 | 217 | 166 | 217 Proposed dividend per share (in €) | - | - | - | - | ||
| Other non-current assets Inventories |
2.038 3.848 |
2.539 2.689 |
8.830 2.327 |
8.901 | 1.597 Earnings / (losses) before taxes, financing and investing results, | |||||
| Trade receivables | 30.302 | 30.921 | 26.103 | 30.052 depreciation and amortization (EBITDA) | 7.030 | 6.826 | 4.065 | 4.781 | ||
| Other current assets Cash & cash equivalents |
6.790 5.653 |
6.186 11.421 |
4.819 1.643 |
4.870 3.405 |
||||||
| TOTAL ASSETS | 280.911 | 318.980 | 262.841 | 305.548 | CASH FLOW STATEMENT (parent company and consolidated) | |||||
| (Amounts in € thousand) | Group | Company | ||||||||
| EQUITY & LIABILITIES Share capital |
67.440 | 67.440 | 67.440 | 67.440 | from 01.01 to 31.12.2021 |
31.12.2020 | from 01.01 to 31.12.2021 |
31.12.2020 | ||
| Other equity items | (121.943) | (80.046) | (119.884) | (75.955) Operating activities | ||||||
| Equity attributable to shareholders of the parent (a) Non-controlling interests (b) |
(54.503) 14.020 |
(12.606) 13.179 |
(52.444) - |
(8.515) Earnings / (losses) before taxes - Adjustments for: |
(40.087) | (13.478) | (43.780) | (14.567) | ||
| Total Equity (c) = (a) + (b) | (40.483) | 573 | (52.444) | (8.515) Depreciation | 10.947 | 11.296 | 10.123 | 10.771 | ||
| Long-term borrowings | - 18.122 |
- 16.023 |
- 15.029 |
- Grants amortization 14.104 (Gain) / loss from disposal of property, plant and equipment |
(6) (11) |
(7) (6) |
- | - | ||
| Provisions and other long-term liabilities Short-term borrowings |
260.099 | 252.862 | 260.099 | 252.862 Provisions | (123) | 1.328 | - 2.276 |
- 1.247 |
||
| Other short-term liabilities | 43.173 | 49.522 | 40.157 | 47.097 Exchange differences | 521 | (384) | 521 | (384) | ||
| Total liabilities (d) TOTAL EQUITY AND LIABILITIES (c) + (d) |
321.394 280.911 |
318.407 318.980 |
315.285 262.841 |
314.063 Results of investing activity 305.548 Financial expenses (less financial income) |
25.777 9.510 |
(2.234) 9.331 |
27.402 9.432 |
(2.683) 9.342 |
||
| 6.528 | 5.846 | 5.974 | 3.726 | |||||||
| STATEMENT OF CHANGES IN EQUITY (parent company and consolidated) | Adjustments for changes in working capital: | |||||||||
| (Amounts in € thousand) | Group | Company | Decrease / (increase) of inventories | (1.275) | 445 | (730) | 450 | |||
| Equity at the beginning of the year (01.01.2021 and 01.01.2020, respectively) | 31.12.2021 573 |
31.12.2020 4.883 |
31.12.2021 (8.515) |
31.12.2020 Decrease / (increase) of receivables (3.933) Increase / (decrease) of liabilities (other than borrowings) |
(273) (1.011) |
5.578 (2.088) |
(742) (1.424) |
5.613 (2.630) |
||
| Total comprehensive income after taxes | (40.708) | (14.149) | (43.950) | (14.768) | ||||||
| Share capital increase (minus related esxpenses) | - | 10.698 | - | 10.698 Less: | ||||||
| Dividends paid Other equity movements |
(348) - |
(348) (511) |
- 21 |
- Interest and financial expenses paid (512) Income tax paid |
(1.221) (632) |
(1.423) (516) |
(1.129) (146) |
(1.406) (172) |
||
| Equity at the end of the year (31.12.2021 and 31.12.2020, respectively) | (40.483) | 573 | (52.444) | (8.515) Cash flows from operating activities (a) | 2.116 | 7.842 | 1.803 | 5.581 | ||
| Investing activities | ||||||||||
| ADDITIONAL DATA & INFORMATION | Acquisition of affiliates, securities and other investments | - | (2) | - | (2) | |||||
| 1. Group entities that are included i n the consolidated financial statements are presented i n note 1 i n the annual financial statements a s of 31.12.2021, including locations, percentage Group ownership and consolidation method. 2. The basic accounting principles adopted i n the financial statements are consistent with those of |
Proceeds from the sale of securities and investments Purchase of tangible and intangible assets |
25 (2.808) |
51 (952) |
25 (26) |
- (170) |
|||||
| the annual financial statements of 2020, adjusted with the revisions to IFRS. 3. There are no litigious disputes or disputes i n arbitration against the Group that could significantly affect the financial position.Τhe recorded relevant provisions as a t 31.12.2021 for the Group and the Company amounted to € 1.463 thousand for the |
Proceeds from the sale of property, plant and equipment | 13 | 20 | - | - | |||||
| Group and the Company. 4. The number of employees a t 31.12.2021 was 658 (598 for the Company) and a t 31.12.2020 was 670 (617 for the Company). 5. At the end | Interest received | 14 | 36 | - | 1 | |||||
| of the period no shares of the parent company were possessed by the parent company neither by any subsidiary or associate company. 6. Group's "other comprehensive income" i n the statement of comprehensive income for the year 2021 refer by € 462 thousand to the effect from differences i n the revaluation of land after taxes, by € 53 thousand (possitive) to the change of the tax rate o n land deferred taxes and by € 77 thousand to actuarial losses after taxes, whereas i n 2020 |
Dividends received Cash flow from investing activities (b) |
- (2.756) |
- (847) |
163 162 |
163 (8) |
|||||
| referred totally to actuarial profits after taxes. Other equity movements" i n the statement of changes i n equity for year 2020 referred to the impact of the revaluation | ||||||||||
| of the reserve of the convertible bond loan following the partial conversion of the bond loan. 7. The provisions for the un-audited tax years of the Group companies, which are presented i n note 22 of the annual financial statements, amounted t o € 220 thousand (€ 166 thousand for the Company). The accumulated provisions for |
Financing activities Procceds from share capital increase |
- | - | - | - | |||||
| doubtful debts amounted to € 46.755 thousand for the Group and € 47.560 thousand for the Company, while the provisions for retirement benefits amounted to € 1.459 thousand for the Group and to € 1.390 thousand for the Company. Other provisions amounted to € 157 thousand gor th Group and € 151 thousand for the |
Payments for expenses from share capital increase | - | (146) | - | -146 | |||||
| Company. 8. The ratio "Earnings / (losses) after taxes per share basic - (in €)" are calculated based i n the weighted average number of total shares. For the calculation of the diluted earnings per share were taken into account the potential shares from the Parent company's convertible bond according the relevant terms of issue and |
Payments of capital leases | (3.918) | (3.573) | (2.911) | (3.573) | |||||
| the IAS 33 requirements. 9. Intercompany transactions (inflows and outflows) since the beginning of the current year and intercompany balances as of 31.12.2021 that have resulted from the transactions with the related parties, a s defined by IAS 24, are a s follows: |
Payments of operating leases Proceeds from borrowings |
(224) - |
(206) 550 |
(145) - |
(132) - |
|||||
| (Amounts in € thousand) | Group | Company | Payment of borrowings | (671) | (336) | (671) | (336) | |||
| a) Inflows b) Outflows |
2 3.530 |
5.968 3.595 |
Dividends paid Cash flow from financing activities (c) |
(315) (5.128) |
(361) (4.072) |
- (3.727) |
- (4.187) |
|||
| c) Receivables | 13.602 | 17.764 | ||||||||
| d) Payables e) Key management compensations |
102.531 1.581 |
103.232 1.317 |
Net increase / (decrease) in cash and cash equivalents (a) + (b) + (c) | (5.768) | 2.923 | (1.762) | 1.386 | |||
| f) Receivables from key management | - | - | Cash and cash equivalents at beginning of the year | 11.421 | 8.498 | 3.405 | 2.019 | |||
| g) Payables to key management | 13 | 13 | Cash and cash equivalents at the end of the year | 5.653 | 11.421 | 1.643 | 3.405 | |||
| Chania, 15 April 2022 | ||||||||||
| THE SENIOR VICE CHAIRMAN | THE MANAGING DIRECTOR | THE CHIEF FINANCIAL OFFICER | THE CHIEF ACCOUNTANT | |||||||
| SPYRIDON I. PROTOPAPADAKIS ID No ΑΑ 490648 |
IOANNIS I. VARDINOYANNIS ID No Π 966572 |
STYLIANOS I. STAMOS ID No ΑΜ 480641 |
IOANNIS E. SPANOUDAKIS H.E.C. License No 20599 A' Class |
|||||||
The above disclosures and announcements made by ANEK in 2021 have been published in the daily official list of the Athens Stock Exchange and are posted on ASE's website at www.helex.gr and at the Company's website at www.anek.gr.
| Date | Subject |
|---|---|
| 08.01.2021 | Announcement of regulated information according to Law 3556/2007: Notification for change of percentage of shareholders voting rights |
| 26.04.2021 | Announcement for Economic Calendar |
| 27.04.2021 | Annual Financial Results for the year 2020 |
| 30.06.2021 | Invitation to the Annual General Meeting |
| 30.06.2021 | Modification of Economic Calendar |
| 10.09.2021 | Resolutions of the Annual General Meeting 2021 |
| 13.09.2021 | Announcement of the composition of the Board of Directors in a body |
| 23.09.2021 | Financial results for the first semester 2021 |
| 12.10.2021 | Response to a letter from the Hellenic Capital Market Commission |
| 29.11.2021 | Financial results for the nine month period and 3rd quarter 2021 |
| 14.12.2021 | Response to a letter from the Hellenic Capital Market Commission |
Have a question? We'll get back to you promptly.