Shannonfoynespc
Shannonfoynespc
Shannonfoynespc
Company details
Company details
Company number 332414
Company name Shannon Foynes Port Company
Registered Office Harbour Office, Foynes, Co.
Limerick, Ireland
Secretary details
Secretary
Type of entity Individual Resident within EEA
Individual details
Surname Lynch
Forename Frank
Address Elsinore, Clanmaurice Avenue,
Limerick, Ireland
Page 1 of 15
COMPANIES
AN O^G U^ CHLASU CUiO^ACH , W
B1 Submission Number: 6745719
Directors
Directors
Michael Adams ( 1 )
1 Director
Type of entity Individual Resident within EEA
Individual details
Surname Adams
Forename Michael
Country of nationality IRELAND
Date of birth 14 February 1941
Business occupation Company Director
Address Eastwood, Glin, Co. Limerick, Ireland
EEA resident
Other Directorships
1
Company number 51183
Company name Adams Garage Limited
Registered in Ireland
Page 2 of 15
COMPANIES
AN O^G U^ CHLASU CUiO^ACH , W
B1 Submission Number: 6745719
John Carr ( 2 )
2 Director
Type of entity Individual Resident within EEA
Individual details
Surname Carr
Forename John
Country of nationality IRELAND
Date of birth 22 November 1957
Business occupation Company Director
Address 3 Riverslea, Ballyclough, Co.
Limerick, Ireland
EEA resident
Other Directorships
1
Company number 37342
Company name Irish Express Cargo Limited
Registered in Ireland
Edmund Jennings (3 )
3 Director
Type of entity Individual Resident within EEA
Individual details
Surname Jennings
Forename Edmund
Country of nationality IRELAND
Date of birth 2 January 1965
Business occupation Company Director
Address Old Parochial House, Tulla, Co. Clare
EEA resident
Other Directorships
1
Company number 211317
Company name Clare Villas Management Company
Limited
Registered in Ireland
2
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B1 Submission Number: 6745719
12
Company number 405906
Company name Wbp Construction Limited
Registered in Ireland
13
Company number 383793
Company name Western Business Park (Shannon)
Management Company Ltd
Registered in Ireland
Kay McGuiness ( 4 )
4 Director
Type of entity Individual Resident within EEA
Individual details
Surname McGuiness
Forename Kay
Country of nationality IRELAND
Date of birth 21 May 1947
Business occupation Director
Address Derrycastle, Ballina, Killaloe,
Co. Clare, Ireland
EEA resident
Other Directorships
1
Company number 106105
Company name Killoran House Management
Company Limited
Registered in Ireland
2
Company number
Company name Limerick Lodis Limited
Registered in
3
Company number
Company name Southern Advertising Limited
Registered in
Page 5 of 15
COMPANIES
AN O^G U^ CHLASU CUiO^ACH , W B1 Submission Number: 6745719
Rita Mclnerney (5 )
5 Director
Type of entity Individual Resident within EEA
Individual details
Surname Mclnerney
Forename Rita
Country of nationality IRELAND
Date of birth 5 August 1975
Business occupation Company Director
Address Mountrivers, Doonbeg, Co. Clare
EEA resident
Other Directorships
1
Company number
Company name Doonbeg Development Co. Ltd
Registered in Ireland
David Naughton ( 6 )
6 Director
Type of entity Individual Resident within EEA
Individual details
Surname Naughton
Forename David
Country of nationality IRELAND
Date of birth 27 January 1952
Business occupation Company Director
Address Ballysteen, Askeaton, Co. Limerick
EEA resident
Other Directorships
1
Company number
Company name Biogreen
Registered in Ireland
2
Company number
Company name GUM Group
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V^l an o^iTu^'aiIKocOiB^AoTrA? ^
B1 Submission Number: 6745719
Registered in Ireland
Richard Sadlier ( 7 )
7 Director
Type of entity Individual Resident within EEA
Individual details
Surname Sadlier
Forename Richard
Country of nationality IRELAND
Date of birth 2 August 1950
Business occupation Company Director
Address 14 Milltown Manor,
Monaleen, Co. Limerick, Ireland
EEA resident
Pat Keane (8 )
8 Director
Type of entity Individual Resident within EEA
Individual details
Surname Keane
Forename Pat
Country of nationality IRELAND
Date of birth 30 August 1948
Business occupation Builder
Address Circular Road, Kilkee, Co. Clare,
Ireland
EEA resident
Other Directorships
1
Company number 266515
Company name Eiri Corca Baiscinn Limited
Registered in Ireland
2
Company number
Company name Kilkee Development Association
Registered in Ireland
3
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V^l an o^iTu^'aiIKocOiB^AoTrA? ^
B1 Submission Number: 6745719
Kieran OvHanlon (9 )
9 Director
Type of entity Individual Resident within EEA
Individual details
Surname (XHanlon
Forename Kieran
Country of nationality IRELAND
Date of birth 4 June 1952
Business occupation Supervisor
Address Rhebogue, Dublin Road, Limerick,
Ireland
EEA resident
Other Directorships
1
Company number 361818
Company name Limerick City Local Sports
Partnership Limited
Registered in Ireland
2
Company number 262362
Company name Shannon Estuary Ports Company
Registered in Ireland
3
Company number 45078
Company name Limerick Cargo Handling Ltd.
Registered in Ireland
Page 8 of 15
COMPANIES
AN O^G U^ CHLASU CUiO^ACH , W
B1 Submission Number: 6745719
Individual details
Surname Treacy
Forename Joe
Country of nationality IRELAND
Date of birth 29 May 1966
Business occupation Dredger Engineer
Address Glengar, Doon, Co. Limerick, Ireland
EEA resident
Page 9 of 15
COMPANIES ^GS'SATlO* OFFICE
AN OIRG UM CHLASU GMACH ,TA:| - fW
B1 Submission Number: 6745719
Fintan O'Brien ( 1 )
1 Shareholder
Surname / Company Name Fintan O'Brien
Forename (if person)
Address Department of Transport,
Transport House, Kildare Street,
Dublin 2
Folio number
Shareholding
1
Numbers held 1
Share Class Ordinary
John Lumsden ( 2)
2 Shareholder
Surname / Company Name John Lumsden
Forename (if person)
Address Department of Transport,
Transport House, Kildare Street,
Dublin 2
Folio number 5
Shareholding
1
Numbers held 1
Share Class Ordinary
Page 10 of 15
AN O^G UStf CHLASU CUiiSACH ?"A: W B1 Submission Number: 6745719
Page 11 of 15
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B1 Submission Number: 6745719
1
Currency EUR
Total 22187375
Made up as follows:
Paid up on shares issued for cash 8129233.750000
Considered paid on other shares 14058141.250000
Total calls unpaid (E) 0.000000
Total not yet paid (F) 0.000000
Total standing to credit of Capital 0.000000
Conversion Reserve Fund
Shares issued
Page 12 of 15
/ " / V S COMPANIB RSGiSTRATlCSs CmCE
B1 Submission Number: 6745719
Currency EUR
Class Ordinary
Number of Shares 6503387
Total nominal value 8129233.750000
Total premium paid 0.000000
Total amount paid 8129233.750000
Consideration - not all cash
Total Number of shares issued -(B) 11246513
Totals
Currency EUR
Total amount considered paid (D) 14058141.25
Made up as follows:
Currency EUR
Class Ordinary
Number of Shares 11246513
Total nominal value 14058141.250000
Total premium paid 0.000000
Total amount paid 14058141.250000
Totals
Totals
Total number of shares issued (A) + 17749900
(B)
Totals
Currency EUR
Total paid and unpaid and considered 22187375
paid (C) + (D) + (E) + (F)
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V^l an o^iTu^'aiIKocOiB^AoTrA? ^
B1 Submission Number: 6745719
Individual details
Surname Glee son
Forename Damian
Reference
Reference Number
Presenter details
Type of entity Unknown
Name Grant Thornton
Address Mill House, Henry Street, Limerick,
Ireland
Attachments
Attachments
Balance sheet S128 Companies Act 1963 [CA 63]; S7 and S18
Companies (Amendment) Act 1986 [CAA 86]
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B1 Submission Number: 6745719
Overall Certification
Legal references
Collective Citation:
Companies Acts, 1963 to 2006
Legal Function Performed:
Annual Return to the registrar of companies
Section:
Act: Companies Act, 1963
Section: 125, 127, 128
Act: Companies (Ammendment) Act 1986
Section: 7
Act: Electoral Act 1997
Section: 26
Act: Companies (Ammendment)(No. 2) Act 1999
Section: 43 and 44
Act: Companies Act, 1990
Section: 249A
Page 15 of 15
SHANNON FOYNES PORT COMPANY
(A COMPANY LIMITED BY SHARES) AND ITS SUBSIDIARY UNDI
Certified to be a true copy of the Balance Sheet, Profit and Loss Account, Directors' Report
and Independent Auditors' Report laid before the Annual General Meeting.
Signed: Director
Secretary
SHANNON FOYNES PORT COMPANY
(A company limited by shares)
and its subsidiary undertakings
1
SHANNON FOYNES PORT COMPANY
(A COMPANY LIMITED BY SHARES) AND ITS SUBSIDIARY UNDERTAKINGS
Board Solicitors
F. Lynch
Harbour Officc Bankers
Foynes
Co limerick Allied Irish Bank Pic
Main Street
Registered Number. 332414 Foynes, Co. limerick
Bank of Ireland
Independent Auditors 125 O'Connell Street
limcrick
Grant ITiornton
Chartered Accountants & Registered Auditors Actuaries
Mill House Invesco limited
Henry Street 4 South Bank
limcrick Crosses Green
Cork
Management
2
SHANNON FOYNES PORT COMPANY
(A COMPANY LIMITED BY SHARES) AND ITS SUBSIDIARY UNDERTAKINGS
DIRECTORS' REPORT
The Directors have pleasure in submitting their Annual Report to the Shareholders together with the Audited
Consolidated Financial Statements for the year ended 31 December 2008.
The directors are responsible for keeping proper books of account which disclose with reasonable accuracy at
any time the financial position of the company and the group and to enable them to ensure that the financial
statements are prepared in accordance with accounting standards generally accepted in Ireland and comply with
the Irish Companies Acts, 1963-2006, and the European Communities (Companies: Group Accounts)
Regulations, 1992. They are also responsible for safeguarding the assets of the company and the group and
hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Books of Account
The measures taken by the directors to secure compliance with the company's and the group's obligations to
keep proper books of account are the use of appropriate systems and procedures and the employment of
competent persons. The books of account are kept at Mill House, Foynes, Co Limerick.
Corporate Governance
The company is committed to the Code of Practice for the governance of state bodies. It has appointed
internal auditors as part of this process. A separate report on corporate governance is set out in pages 9-10.
Principal Activities
The business purpose of the group is to facilitate the flow of goods and attendant tracking information
throughout the Shannon Estuary. With this purpose in mind, the group provides the infrastructure, facilities,
services and accommodation necessary to cater for the efficient transfer of goods between land and sea
transport. Revenue in connection with the provision of these facilities is generated from vessel and goods dues,
stevedoring, rent and the ancillary services provided.
3
SHANNON FOYNES PORT COMPANY
(A COMPANY LIMITED BY SHARES) AND ITS SUBSIDIARY UNDERTAKINGS
Future Developments
The strategy of the group is aimed at developing its activities in the Shannon Estuary and this will continue in
the coming years.
The consolidated profit and loss account on page 18 shows the group's results for the year.
Capital Injection
This represented the difference between the net book value of assets taken over on Vesting Day (17 September
2000) and the issued share capital at that time.
The shareholder subscribed €3,809,214 for ordinary shares of €1.269738 each during the year ended 2001.
Shares were allotted in respect of this sum during the year ending 31 December 2002 as follows:
3,047,371 Ordinary Shares of €1.25 each
In addition 11,246,513 Ordinary Shares of €1,25 each were issued out of the capital injection as at 31 December
2001.
Directors
The names of the persons who were directors at any time during the year ended 31 December 2008 are set out
below. Unless indicated otherwise they served as directors for the entire year.
o 8 OCT 2m
RECEIVED 4
SHANNON FOYNES PORT COMPANY
(A COMPANY LIMITED BY SHARES) AND ITS SUBSIDIARY UNDERTAKINGS
The group is committed to Research and Development to the benefit of the customer and the environment.
Subsidiaries
The information required by Section 158(4) of the Companies Act 1963 is provided in note 10 to the financial
statements.
Auditors
Grant Thornton were re-appointed as auditors during the year and will continue in office in accordance with
Section 160(2) of the Companies Act, 1963.
Director ^ V ^
Director
- -
Date:
5
SHANNON FOYNES PORT COMPANY
(A COMPANY LIMITED BY SHARES) AND ITS SUBSIDIARY UNDERTAKINGS
CHAIRPERSONS' STATEMENT
I am pleased to present the annual report for Shannon Foynes Port Company.
Activities
Shannon Foynes Port Company maintained its position as Ireland's second largest port company in terms of
tonnage throughput. Cargo throughput of 10.8 million tonnes was down by 2.5% on the previous year;
however, this still represented an excellent performance despite the global economic difficulties which affected
performance in the latter part of the year. The operating profit before exceptional items, interest and other
financing costs was €2.095 million which was up by 8% on 2007. After the above costs, the Company had a
profit attributable to the Shareholder of approximately €0.939 million.
Corporate Governance
Shannon Foynes Port Company saw in 2008, a number of Directors retire, the appointment of new Directors
including a new Chairperson and the reappointment of two directors. 'Lhe changes to the Board of Directors
during the period under review were as follows:
• Ms. Kay McGuinness, appointed as Chairperson,
• Ms. Rita Mclnerney and Mr. Edmund Jennings reappointed as Directors
• Mr. Michael Adams, Mr. John Carr and Mr. Dick Sadlier were newly appointed to the Board.
These changes came into effect on the 25th September 2008.
Shannon Foynes Port Company is committed to the Code ofpractice for the governance of State bodies. A compliance
review was undertaken in early 2008 on the company's compliance with Code of practice for the governance of State
bodies where areas for improvement were identified. Significant steps have been taken during 2008 towards
ensuring that the Company is compliant with the Code and Shannon Foynes Port Company is committed to
being fully compliant within the immediate future.
The Board aims, through executive management, to operate a system of internal financial controls which
mitigate against key financial and business risks and is also in compliance with the corporate governance
guidelines. The system of controls was monitored on behalf of the Board by the Audit Committee, under the
chairmanship of Mr. David Naughton up to December 2008. The Board reviewed its committees in December
2009 and appointed Mr. Dick Sadlier as Chairperson of a newly appointed Audit Committee.
The Boards monitoring and review of the effectiveness of the system of internal financial control is informed
by the work of the management within Shannon Foynes Port Company who develop and maintain the financial
control framework, through its IS09000 quality assurance standard; the internal auditor, the Audit Committee
which oversees the work of Internal Audit and comments made by the External Auditor in their management
letter.
6
SHANNON FOYNES PORT COMPANY
(A COMPANY LIMITED BY SHARES) AND ITS SUBSIDIARY UNDERTAKINGS
CHAIRPERSONS' STATEMENT
Shannon Foynes Port Company has outsourced its Internal Audit function. The work of internal audit is
informed by analysis of the risk to which the company is exposed, and the 2007/2008 annual internal audit plan
was based on this analysis and was agreed by the Board in 2007. The Internal Audit Service provider operates
in accordance with the Framework Codes of Best Practice set out in the Code of Practice on the Governance
of State Bodies and reports direcdy to the Audit Committee. The Internal Auditor reports to and presents its
work to the Audit Committee. The Internal Audit reports presented to the Audit Committee reflects the
Internal Auditor's opinion on the adequacy of the controls that have been reviewed. The 2008/2009 Internal
Audit Plan was approved by the Audit Committee of Shannon Foynes Port Company.
All systems are also subject to external audit. Based on these systems and procedures being in place, I confirm
that the Company conforms to the Corporate Governance Guidelines and to the Codes of Conduct issued by
the Department
Capital Investment
Capital additions during 2008 were €3.0 million. The most significant expenditure (€2.3 million) related to the
"Shannon 1" as a multipurpose vessel which now undertakes necessary dredging throughout the Estuary as well
as servicing navigation aids. Further funds of €0.437 million have been committed to the purchase of a new
hopper.
Remuneration
Shannon Foynes Port Company complies with the Government Guidelines on the payment of Directors' fees
and on the Government policy on the pay of the Interim Chief Executive and all State Body employees.
Statutory Compliance
To the best of my knowledge and belief all the statutory requirements of the Company have been complied
with.
The Social Welfare (Miscellaneous Provisions) Act 2008 was enacted on 17 December 2008. Section 24 of that
Act provides that the Pensions Board may allow a longer period for a funding proposal than three years. It is
envisaged that the Trues tee's of the relevant Shannon Foynes Port Company pension schemes will avail of this
amendment to the Pensions Act 1990.
7
SHANNON FOYNES PORT COMPANY
(A COMPANY LIMITED BY SHARES) AND ITS SUBSIDIARY UNDERTAKINGS
CHAIRPERSONS' STATEMENT
The future
I wish to thank my fellow Directors for their continuing work on behalf of the company throughout the year. I
welcome Mr. Michael Adams, Mr. John Carr and Mr. Dick Sadlier as new members of the Board and Mr.
Edmund Jennings and Ms. Rita Mclncrney who have been reappointed. I acknowledge with thanks the work
done by former members who are no longer Directors. On behalf of the Board I would also like to thank the
management and staff for their efforts and co-operation during 2008 in supporting the direction being provided
by the Board.
Kay McGuinness
Chairperson
Shannon Foynes Port Company
8
SHANNON FOYNES PORT COMPANY
(A COMPANY LIMITED BY SHARES) AND ITS SUBSIDIARY UNDERTAKINGS
On behalf of the Board of Directors of Shannon Foynes Port Company, I acknowledge our responsibility for
ensuring that an effective system of internalfinancial control is maintained and operated.
The system can only provide reasonable and not absolute assurance that the assets are safeguarded, transactions
authorised and properly recorded, and that material errors or irregularities are either prevented or would be
detected in a timely period.
During the year ended 31 December 2008, the Board of Directors has taken steps to ensure an appropriate
control environment is in place by.
• Establishing formal procedures for monitoring the activities and safeguarding the assets of the organisation;
• Having a comprehensive budgeting system with an annual budget which is reviewed by the Audit
Committee and approved by the Board;
• Providing Training to new and existing members of the Board of Directors on their role and
responsibilities;
• The Audit Committee undertaking their role and responsibilities during the period under review;
o Identifying the nature of the key business risks facing the organisation;
o Evaluating the impact and likelihood of the gross risks materialising;
o Identifying the controls in place to mitigate the gross risks;
o Re-evaluating the risks taking into account the controls in place to identify if the inherent risk is at an
acceptable / manageable level;
o Identifying a risk owner for each Business Risk identified;
o Identifying further strategies where required to manage the key risks;
o Regular review and update of Business Risks process
• Shannon Foynes Port Company has outsourced its Internal Audit function. The work of internal audit is
informed by analysis of the risk to which the company is exposed, and annual internal audit plans are based
on this analysis. The Internal Audit programme for 2007/2008 was agreed by the Board. The Internal
Audit Service provider operates in accordance with the Framework Codes of Best Practice set out in the
Code of Practice on the Governance of State Bodies and reports directly to the Audit Committee. The
Internal Auditor reports to and presents its work to the Audit Committee. The Internal Audit reports
presented to the Audit Committee reflects the Internal Auditor's opinion on the adequacy of the controls
that have been reviewed.
9
SHANNON FOYNES PORT COMPANY
(A COMPANY LIMITED BY SHARES) AND ITS SUBSIDIARY UNDERTAKINGS
The Boards monitoring and review of the effectiveness of the system of internal financial control is informed
by the work of the management within Shannon Foynes Port Company who develop and maintain the financial
control framework, the internal auditor, the Audit Committee which oversees the work of Internal Audit and
comments made by the External Auditor in their management letter.
In the year ended 31 December 2008, management have conducted a review of the effectiveness of the system
of internal financial controls. In addition, Internal Audit conducted a follow-up of the issues that were
identified from their review of the Internal Financial Control in 2007.
Kay McGuinness
Chairperson
10
SHANNON FOYNES PORT COMPANY
(A COMPANY LIMITED BY SHARES) AND ITS SUBSIDIARY UNDERTAKINGS
The year ended 31 December 2008 marked a most definite turning point, unfortunately, for the worst, in many
sectors of the Irish economy with our economic destiny determined by global events and exacerbated at home
by the property bubble. With no ending in sight to the credit crunch and its consequence of cutting the
lifeblood of available credit from the economy that ultimately has led to the greatest lack of confidence since
the 1930's it is no surprise that the malaise has spread to almost all sectors of the economy. The port sector in
turn, one of the key pillars for international trade, is at the coalface of the economy and its performance is
closely correlated with economic performance. It is therefore against this economic backdrop that our
performance is gauged and I am satisfied to report that in the circumstances SFPC recorded a very solid
performance during 2008.
Tonnage throughput for 2008 was 10.8m tons (2007:11.1m) or a year on year decline of 2.3%. Given the
prevailing economic conditions referred to above there were substantial fall off in trades in some sectors, such
as the construction, where we experienced a 100% decline in cement products followed closely by timber and
steel with up to 60% declines. These declines, however, were mitigated by the robust performance experienced
in the more defensive sectors such as energy and food production and together with our lack of exposure to
the white goods sectors the Company actually increased its overall market share in the bulk market by 4%.
Year on year turnover declined by 14% but this decline was less to do with the fall in throughputs but rather on
our decision during 2007 to exit non-contributing income streams. Operating profit increased to €2.1m or an
8% increase over 2007 reflecting the concentration by management on the maximisation of revenue streams,
optimising returns on real estate, active cost control and new operating policies implemented over the past few
years. This level of operating profit represents the highest ever achieved by the Company and I am grateful to
all of the employees of the company for the co-operation, teamwork and dedication they have displayed during
the year in achieving same. Furthermore our operating margin, a measurement of our efficiency, has increased
year on year by a whopping 25%, again reflecting the success of work practice changes implemented previously.
After three years of bottom line losses the company has returned to profitability recording a bottom line
surplus of €939k (2007: (€1,274k)) benefiting from rationalisation costs incurred previously and lower
exceptional costs. Finance costs have increased by 25% year on year but this reflects our commitment to
provide best in class infrastructure to facilitate existing customers and win new business. Obviously the current
round of rate cutting by the ECB is gready welcomed and will impact favourably on 2009 but will be diluted by
our policy of fixing rates for a significant portion of debt Finally and in common with all employers with
defined benefit pension schemes, pension performance has been horrendous due to the collapse of global stock
markets. On average, Irish pension funds have lost 34% of their value in 2008, our assets performed better than
average but assets values did fall by 21% or circa €2m during 2008. Our superior performance hinged on asset
allocation rather than investment manger performance. However the reduction of the pension deficits requires
address over the longer term and in this regard we intend utilising non-core assets to service these deficits
without recourse to the exchequer, however, and in the interest of shareholder value, we will require extension
to the normal funding term. In the meantime we are confident that we will continue to meet all short and long
term pension obligations as they fall due.
11
SHANNON FOYNES PORT COMPANY
(A COMPANY LIMITED BY SHARES) AND ITS SUBSIDIARY UNDERTAKINGS
Capital Expenditure
The Company spent circa €3m on upgrading its asset base in 2008. Just over €2m of this was on the Shannon 1,
a custom built multipurpose vessel with dredge and towage capabilities. We took delivery of Shannon 1 in April
of this year and she has already contributed significandy to reducing our dredge costs but more importandy has
allowed us the ability of maintaining advertised depths and so far obviated the need for the imposition of draft
limitations. She also affords us revenue generating opportunities some of which we have already realised and
others that will be explored during 2009. A significant portion of the remaining 2008 capital expenditure was
incurred on extinguishing a leasehold interest in Limerick affording us much more control of that part of our
property and enhancing tide. With regard to 2009, and giving the long lead times for delivery of port
infrastructure, we aim to continue investing in infrastructure and have planned for expenditure of circa €2m in
primarily land based port infrastructure.
Some of the other commercial port companies have benefited substantially in the past from grant financing
however SFPC has not be so fortuitous and in this regard has had to revert to more expensive debt funding.
Currendy, SFPC has just over 17m debt on board and with gearing of 67% we believe this to be consistent with
our need to re-invest in the business and develop infrastructure enabling us to promote the Shannon Estuary as
Ireland's premier maritime asset. Obviously cash flow is paramount in these straitened times and our liquidity
position and cashflow generated from operations are much stronger than heretofore. Notwithstanding the
aforementioned there is a real need for us to continue to identify and implement initiatives conducive to
increasing cashflow with regard to ongoing operations and the funding of port investment
Years Ahead
ITie Board has recendy finalised ourfive year plan 2009-2013 and we look forward to implementing same in
the coming years. There are many challenging targets set and opportunities identified within the plan, including
infrastructural development, promotional initiatives and increased trade prospects. Furthermore this Company
is well positioned in terms of its experience, technical expertise,flexible and efficient service offerings to
develop its business and despite the current economic gloom we see a very successful future for the company
in the medium to long term.
Obviously the current economic crisis poses challenges but as already mentioned many of our customers are in
the energy, utilities or food sectors, universally seen as defensive sectors and not as prone to a fall off in
demand during a recession as the FMCG sectors. We arc currendy forecasting similar volumes to 2008 levels
however in the current climate accurately forecasting just one month ahead can prove a futile exercise.
Some of the larger private investment projects have moved a considerable way toward realisation during the
year with Shannon LNG receiving all statutory consents and the AFSC new oil terminal at Foynes well under
way with construction and commissioning due to complete next year. These are very exciting projects for us
and emphasize out strengths and capabilities in serving large scale customers in the bulk liquid market
12
SHANNON FOYNES PORT COMPANY
(A COMPANY LIMITED BY SHARES) AND ITS SUBSIDIARY UNDERTAKINGS
Acknowledgments
I would like to sincerely thank all our employees for their hard work and dedication during the year with their
contribution being very much appreciated.
I wish to thank the Directors for their guidance and assistance to me and the management team during the
year. 1 also extend my gratitude and appreciation to the staff in the Marine Transport Section of the
Department of Transport for their assistance during the year.
Finally I would like to thank our customers for their support during the year and look forward to their
continued support ahead.
Pat Keating
Interim Chief Executive
13
INDEPENDENT AUDITORS' REPORT
TO THE MEMBERS OF SHANNON FOYNES PORT COMPANY
(A COMPANY LIMITED BY SHARES) AND ITS SUBSIDIARY UNDERTAKINGS
Wc have audited the financial statements of Shannon Foynes Port Co Limited for the year ended 31
December 2008, which comprise the Consolidated Profit and Loss Account, the Consolidated Statement of
Total Recognised Gains and Losses, the Company and the Consolidated Balance Sheet, the Consolidated Cash
Flow Statement and the notes on pages 16 to 36 which have been prepared under the accounting policies set
out on pages 16 and 17.
Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory
requirements and International Standards on Auditing (United Kingdom and Ireland).
This report is made solely to the company's shareholders, as a body, in accordance with Section 193 of the
Companies Act, 1990. Our audit work has been undertaken so that we might state to the company's
shareholders those matters we are required to state to them in an auditors' report and for no other purpose. To
the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the
company and the company's shareholders as a body, for our audit work, for this report, or for the opinions we
have formed.
We report to you our opinion as to whether the financial statements give a true and fair view, in accordance
with Generally Accepted Accounting Practice in Ireland, and are properly prepared in accordance with the
Companies Acts 1963 to 2006. We also report to you whether in our opinion proper books of account have
been kept by the company whether at the balance sheet date there exists a financial situation requiring the
convening of an extraordinary general meeting of the company and whether the information given in the
Directors' Report is consistent with the financial statements. In addition, wc state whether we have obtained all
the information and explanations necessary for the purposes of our audit and whether the company's balance
sheet and its profit and loss account are in agreement with the books of account
We report to the shareholders if, in our opinion, any information specified by law regarding directors'
remuneration and directors' transactions is not given and, where practicable, include such information in our
report We read the Directors' Report and consider the implications for our report if we become aware of any
apparent misstatement within it We have also read the Chairpersons' Statement, the Corporate Governance
Report and the Business and Operating Review and we are satisfied that they are consistent with the financial
statements. Our responsibilities do not extend to any other information.
We planned and performed our audit so as to obtain all the information and explanations which wc considered
necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial
statements are free from material misstatement, whether caused by fraud or other irregularity or error. In
forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial
statements.
14
INDEPENDENT AUDITORS' REPORT
TO THE MEMBERS OF SHANNON FOYNES PORT COMPANY
(A COMPANY LIMITED BY SHARES) AND ITS SUBSIDIARY UNDERTAKINGS
(iCONTINUED)
Opinion
In our opinion the financial statements give a true and fair view, in accordance with Generally Accepted
Accounting Practice in Ireland, of the state of the Company and of the Group's affairs as at 31 December 2008
and of the profit and cashflows of the group for the year then ended and have been properly prepared in
accordance with the provisions of the Companies Acts 1963 — 2006 and the European Communities,
(Companies Group Accounts) Regulations 1992.
We have obtained all the information and explanations we consider necessary for the purposes of our audit In
our opinion, proper books of account have been kept by the company. The financial statements are in
agreement with the books of account. In our opinion the information given in the Directors' Report on pages 3
to 5 is consistent with thefinancial statements.
The net assets of the group as stated in the Balance Sheet, on page 20, are more than half of the amount of its
called up share capital and in our opinion, on that basis there did not exist at 31 December 2008 a financial
situation which, under Section 40(1) of the Companies (Amendment) Act 1983, would require the convening of
an extraordinary general meeting of the company.
Date: 2.7-
15
SHANNON FOYNES PORT COMPANY
(A COMPANY LIMITED BY SHARES) AND ITS SUBSIDIARY UNDERTAKINGS
ACCOUNTING POLICIES
'l*hcfinancial statements have been prepared in accordance with accounting standards generally accepted in
Ireland and Irish Statute comprising the Companies Acts, 1963 to 2006 and the European Communities
(Companies: Group Accounts) Regulations, 1992. Accounting standards generally accepted in Ireland in
preparingfinancial statements giving a true and fair view are those published by the Institute of Chartered
Accountants in Ireland and issued by the Accounting Standards Board.
a) Accounting Convention
Thefinancial statements have been prepared under the historical cost convention and in accordance
with applicable accounting standards.
b) Basis of Consolidation
The groupfinancial statements consolidate thefinancial statements of the company and its subsidiary
undertakings.
c) Goodwill
Goodwill represents the excess of the fair value of the acquisition cost over the fair value of the net
assets acquired and is being written off to the profit and loss account over 20 years.
d) Turnover
Turnover represents the value of goods and services at invoiced value, exclusive of value added tax and
trade discounts.
Annual Rate
Straight Line Basis
Docks, Quays and Works 2-10%
Buildings 2-50%
Plant & Machinery 5-10%
Fixture & Fittings and Office Equipment 20-33.33%
Motor Vehicles 20%
River lights 10%
Leased Plant & Equipment 14-25%
Leasehold Improvements 10%
Land is not depreciated
16
SHANNON FOYNES PORT COMPANY
(A COMPANY LIMITED BY SHARES) AND ITS SUBSIDIARY UNDERTAKINGS
Leases
Under transactions where the group is a lessee of assets, the accounting policy is dependent upon the
classification of underlying leases as either finance leases or operating leases. Underfinance leases the
related assets are treated asfixed assets and depreciated in accordance with the group's depreciation
policy. The totalfinance charge under finance leases is allocated to accounting periods over the lease
term so as to produce a constant periodic rate of charge on the remaining balance of the obligation for
each accounting period. Charges under operating leases are charged to the profit and loss account on a
straight line basis over the period of the respective leases.
Dredging
l"he cost of routine or maintenance dredging projects is charged to the profit and loss account as
incurred. Other dredging expenditure is capitalised and written off over its economic life.
Deferred Taxation
Deferred taxation is provided on all timing differences that have originated but not reversed at the
balance sheet date where transactions or events that result in an obligation to pay more tax in the
future or a right to pay less tax in the future have occurred at the balance sheet date.
Timing differences are temporary differences between profits/(losses) as computed for tax purposes
and profits/(losses) as stated in thefinancial statements which arise because certain items of income
and expenditure in thefinancial statements are dealt with in different years for tax purposes.
Deferred tax is measured at the tax rates that are expected to apply in the years in which the timing
differences are expected to reverse based on tax rates and laws that have been enacted or substantively
enacted by the balance sheet date. Deferred taxation is not discounted.
Pensions
The parent company operates four defined benefit pension schemes. Due to deficits in all of the
schemes the parent company is currently paying pensions out of current revenue. No contributions
are being made to the three legacy Shannon Estuary Port Company Pension Schemes. Contributions
are being accrued to the legacy Foynes Port Company pension scheme.
The company provides for the deficits in the schemes in accordance with FRS 17.
17
SHANNON FOYNES PORT COMPANY
(A COMPANY LIMITED BY SHARES) AND ITS SUBSIDIARY UNDERTAKINGS
There were no recognised gains or losses other than those dealt with in the profit and loss account.
Director
Director
19
SHANNON FOYNES PORT COMPANY
(A COMPANY LIMITED BY SHARES) AND ITS SUBSIDIARY UNDERTAKINGS
51,411,496 50,439,860
Current Assets
Debtors 13 2,683,586 4,340,085
Cash and Bank Balances 220,720 149,941
2,904,306 4,490,026
Creditors (amounts falling due after more than one year) 15 (15,808,126) (14,045,694)
Approved by the Board of Directors on .... and signed on its behalf by;
Director
52,098,123 51,075,054
Current Assets
Debtors 13 2,560,427 4,099,430
Cash and Bank Balances 26,543 25,426
2,586,970 4,124,856
Creditors (amounts falling due after more than one year) 15 (15,808,126) (14,044,628)
Approved by the Board of Directors on ... a i f i M . . and signed on its behalf by;
Director H^T^^^MK^
Director
Taxation - -
(715,798) (2,483,469)
(800,606) (653,073)
(1,757,496) (2,494,843)
D Financing
2008 2007
€ €
Medium and Long Term Loans 1,796,529 2,237,634
Lease Finance Paid Net of Capital Elements Paid (136,883) (218,235)
1,659,646 2,019,399
23
SHANNON FOYNES PORT COMPANY
(A COMPANY LIMITED BY SHARES) AND ITS SUBSIDIARY UNDERTAKINGS
10,877,368 12,652,393
3,747,729 3,818,409
48 50
24
SHANNON FOYNES PORT COMPANY
(A COMPANY LIMITED BY SHARES) AND ITS SUBSIDIARY UNDERTAKINGS
The release of the exceptional items to the profit and loss account during
the year is as a result of over provisions in previous years.
25
SHANNON FOYNES PORT COMPANY
(A COMPANY LIMITED BY SHARES) AND ITS SUBSIDIARY UNDERTAKINGS
'l*he current tax credit for the year is lower than the current credit that would result from applying the
standard rate of Irish Corporation Tax to Profit/(Loss) on Ordinary Activities. The differences are
explained below:
2008 2007
€ €
Profit/(l^oss) on Ordinary Activities before Tax 938.682 (1,274,239)
Effects of:
Disallowable Expenses by the rate of tax (85,647) (9,764)
Excess depreciation over capital allowances by the rate of tax 155,514 (34,653)
Interest income by rate of tax 144 169
Losses by the rate of tax (187,346) 203.528
A profit of €988,621 (2007: loss of €995,485) attributable to the shareholders of Shannon Foynes Port
Company (a company limited by shares) has been dealt with in thefinancial statements of that
company.
A separate profit and loss account has not been prepared for the parent company because the
conditions laid down in Section 3(2) of the Companies (Amendment) Act 1986 have been complied
with.
26
SHANNON FOYNES PORT COMPANY (A COMPANY LIMITED BY SHARES) AND ITS SUBSIDIARY UNDERTAKINGS
Fixtures,
8(a) Tangible Fixed Assets - Group Fittings and
Docks, Quays River Plant & Motor Office Land &
And Works Lights Machinery Vehicles Equipment Buildings Total
€ € € €
Cost
At 31 December 2007 34,451,448 1,186,929 9,961,723 231,374 462,662 14,293,162 60,587,298
Transfers 1,380 (1,380)
Additions 25.176 53,550 2,332,113 92,777 12,305 457,984 2,973,905
Disposals (13,644) (13,644)
At 31 December 2008 34,476,624 1,240,479 12,295,216 310,507 473,587 14,751,146 63,547,559
Depreciation
At 31 December 2007 4,246,966 939,264 3,868,855 86,807 336,620 1,043,503 10,522,015
Transfers 60,977 (60,977) 1,380 (1,380)
Charge for year 717,553 124,497 717,765 57,719 55,240 297,790 1,970,564
Disposals (11,143) (11,143)
At 31 December 2008 5,025,496 1,002,784 4,588,000 133,383 390,480 1,341,293 12,481,436
Included in the NBV above are the following amounts in respect of motor vehicles and plant and machinery held under finance leases.
2008 2007
€ €
Net book value amount at 31 December
113,581 245,617
Depreciation charge for the year
132,035 131,642
27
SHANNON FOYNES PORT COMPANY (A COMPANY LIMITED BY SHARES) AND ITS SUBSIDIARY UNDERTAKINGS
Depreciation
At 31 December 2007 4,246,966 939,264 3,411,449 86,807 289,492 1,031,663 10,005,641
Transfers 60,977 (60,977) 3,599 3,990 7,589
Charge for year 717,553 124,497 705,899 57,719 54,250 297,773 1,957,691
Disposals (11,143) (11,143)
At 31 December 2008 5,025,496 1,002,784 4,120,947 133,383 347,732 1,329,436 11,959,778
The transfers in the note above are in respect of assets transferred from limerick Docks Container Storage, a subsidiary company that ceased to trade in 2007.
Included in the NBV above are amounts in respect of motor vehicles and plant and machinery held underfinance leases.
2008 2007
€ €
Net book value amount at 31 December 100,381 225,217
Depreciation charge for the year 124,835 124.442
28
SHANNON FOYNES PORT COMPANY
(A COMPANY LIMITED BY SHARES) AND ITS SUBSIDIARY UNDERTAKINGS
10 Subsidiary Undertakings
Details of the subsidiaries, which are incorporated and carry on their business in the Republic of Ireland, are as
follows:
29
SHANNON FOYNES PORT COMPANY
(A COMPANY LIMITED BY SHARES) AND ITS SUBSIDIARY UNDERTAKINGS
Amortisation
At 31 December 2007 214,751
Charge for year 29,204
mount due from Subsidiary Companies is unsecured, interest free and has no fixed repayment schedule.
30
SHANNON FOYNES PORT COMPANY
(A COMPANY LIMITED BY SHARES) AND ITS SUBSIDIARY UNDERTAKINGS
Creditors (amounts falling due after more Group Company Group Company
than one year) 2008 2008 2007 2007
€ € € €
31
SHANNON FOYNES PORT COMPANY
(A COMPANY LIMITED BY SHARES) AND ITS SUBSIDIARY UNDERTAKINGS
(a) 'I*he shareholder subscribed €3,809,214 in cash for Ordinary Shares of €1.269738 each during the year
ended 2001. Shares were allotted in respect of this sum during year ending 31 December 2002 as follows:
In addition 11,246,513 Ordinary Shares of €1.25 each were issued out of the capital injection as at 31
December 2001.
32
SHANNON FOYNES PORT COMPANY
(A COMPANY LIMITED BY SHARES) AND ITS SUBSIDIARY UNDERTAKINGS
Financial Commitments
- commitments approved but not contracted for 1,849,000 1,849,000 1,480,000 1,480,000
- committed 145,000 145,000 720,000 720,000
1,994,000 1,994,000 2,200,000 2,200,000
24 Retirement Benefits
(a) The group operates four defined benefit schemes which are funded through separate trustee administered
funds. There were deficits totalling €14,001,000 on these schemes at 31 December 2008.
The total deficit has been fully provided for net of the related deferred tax asset in the financial statements
and is therefore reflected in the group net assets €16,792,411 and the group loss carried forward of
€10,311,869.
The most recent valuations were at 31 December 2008 and are available for inspection by the scheme
members but not for public inspection.
The intention of the group is that, over time, the schemes should be fully funded and that they should meet
the funding requirement set by Section 41 (3) of the Harbours Act, 1996 by the appropriate date as
determined by the Minister for Transport following consultation with the parent company.
33
SHANNON FOYNES PORT COMPANY
(A COMPANY LIMITED BY SHARES) AND ITS SUBSIDIARY UNDERTAKINGS
The company operates four defined benefit schemes. Fui] actuarial valuations were carried out at 31
December 2008 for Financial Reporting Standard 17 disclosure purposes by a qualified independent actuary.
The mainfinancial assumptions used in the valuations were:
The assets in the scheme and the expected rates of return were:
The following amounts at 31 December 2008 were measured in accordance with the requirements of
Financial Reporting Standard 17:
34
SHANNON FOYNES PORT COMPANY
(A COMPANY LIMITED BY SHARES) AND ITS SUBSIDIARY UNDERTAKINGS
The following amounts would have been recognised in the performance statements for the years ended 31
December 2008 and 31 December 2007 under the requirements of FRS 17.
2008 2007
€'000 €'000
Operating Profit
Current Service Cost 373 350
Otherfinance (cost)
Expected rate of return on pension schemes' assets 550 540
Interest on pension schemes'liabilities (1,125) (1,060)
(575) (520)
2008 2007
€'000 €'000
Movement in (deficit) during the year:
(Deficit) in schemes at 31 December (11,371) (11,544)
Movement in yean
Current service cost (373) (350)
Contributions paid 964 1,003
Other finance cost (575) (520)
Actuarial (loss)/gain (2,646) 40
(Deficit) in schemcs at 31 December (14,001) (11,371)
35
SHANNON FOYNES PORT COMPANY
(A COMPANY LIMITED BY SHARES) AND ITS SUBSIDIARY UNDERTAKINGS
2008 2007
Experience gains and losses for the year ended 31 December €000 €000
Difference between the expected and actual return on schemes' assets (2,628) 0,189)
Percentage of schemes' assets (35%) 12.5%
The ultimate controlling party of the company is the Minister for Transport.
(i) The company in the normal course of its business trades with certain government and semi-
state bodies. The company also has loans of €161,063 from certain government and semi-state
bodies. Interest of €21,775 has been charged on these loans during the year.
(ii) A former director of the company, Mr John Dundon, is also a director of Mullock & Sons
Limited. Mullock & Sons Limited is a significant customer of Shannon Foynes Port Company.
At the balance sheet date an amount of €53,379 was due to the company from Mullock & Sons
Limited. Income of €1,068,462 was earned during the year for services provided to Mullock &
Sons Limited. Purchases from Mullock & Sons limited amounted to €23,803 during the year.
(iii) There are no other contracts or arrangements of significance in relation to the business of the
company in which any director had an interest in, as defined within the Companies Act 1990 at
any time during the year ended 31 December 2008.
The company has availed of the exemption in FRS No. 8 "Related Party Transactions" which permit a
qualifying subsidiary of any undertakings not to disclose details of transactions between group entities that
are eliminated on consolidation.
28 Contingent Liabilities
The parent company has given a guarantee in the sum of €19,046 (2007: €19,046) in respect of borrowings
of the subsidiary company.