For the period from
31 March 2021 (date of incorporation)
to 31 March 2022
Annual report and audited
Consolidated financial statements
Contents
Taylor Maritime Investments Limited
Group Overview
Group overview
Key highlights 1
Financial highlights 2
Summary information 3
Investment policy 4
Strategic review
Chairman’s statement 6
Chief Executive Officer’s statement 7
Market review 9
Portfolio and operational review 12
Financial review 14
Environmental, Social and Governance review 16
Stakeholders report 27
Statement of principal risks and uncertainties 29
Going concern and viability statement 31
Governance
Board of Directors 33
Executive team 34
Corporate governance 35
Report of the Nomination and Remuneration Committee 39
Report of the Risk and Audit Committee 43
Report of the ESG and Engagement Committee 46
Directors’ report 48
Statement of Directors’ responsibilities 50
Independent Auditor’s report 51
Financial statements
Consolidated statement of comprehensive income 57
Consolidated statement of changes in shareholders’ equity 58
Consolidated statement of financial position 59
Consolidated statement of cash flows 60
Notes to the consolidated financial statements 61
Additional information
Assets and Liabilities information (look-through basis) – unaudited 82
Management and Administration 83
Appendix – Alternative performance measures – unaudited 84
Appendix – Definitions and glossary 86
Appendix – ESG data summary – unaudited 88
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Taylor Maritime Investments Limited Annual Report and Audited Consolidated Financial Statements
• Taylor Maritime Investments Limited (the “Company”) concluded a successful initial public offering on
27 May 2021, raising US$254 million (comprising US$160 million cash and US$94 million in consideration
shares), followed by a subsequent capital raise of US$75 million on 28 July 2021
• The Group’s Total Net Asset Value (“NAV”) return per Ordinary Share was +81.3%
2
for the period from
the Initial Public Offering (“IPO”) on 27 May 2021 to 31 March 2022
• The Company’s Ordinary Shares closed at a price of US$1.42 on 31 March 2022. The Company’s total
share price return per Ordinary Share was +45.5%
2
for the period from the IPO on 27 May 2021 to 31
March 2022
• As at 31 March 2022, the Group’s fleet consisted of 31 vessels (including vessels contracted to sell)
with a total market value of US$546 million. Of the 31 vessels, 29 are Handysize
3
and 2 are Supramax
3
• During the period, the Group, through the subsidiary Good Falkirk (MI) Limited, also completed an
acquisition of a 26.6% stake in Grindrod Shipping Holdings Ltd., a dual NASDAQ and Johannesburg
Stock Exchange listed shipping business (NASDAQ: GRIN, JSE: GSH “Grindrod Shipping”) secured at an
average price of US$17.64 per share. At 31 March 2022, Grindrod Shipping’s share price was US$25.44
per share, amounting to US$125 million of the Group’s NAV. The Group also received two dividends of
US$0.72 per share in both December 2021 and March 2022 (total dividends of US$1.44 per share for the
period) from Grindrod Shipping, representing an annualised yield of c.16%
2
on the investment
• The fleet’s average net time charter rate at 31 March 2022 was approximately US$18,600 per day, with an
average duration of six months and generating an average annualised unlevered return
2
in excess of 24%
• The average age of the fleet is 11.4 years
• Total dividends paid in respect of the period ended 31 March 2022, amounted to 8.47 US cents
4
, representing
a dividend yield on the Initial Issue Price of approximately 10% on an annualised basis.
Group
1
overview
Key highlights
1
“Group” consists of The Company and its subsidiaries, see note 6 for details.
2
See “Alternative Performance Measures” on pages 84-85.
3
See “Definitions and Glossary” on pages 86-87.
4
Total dividends delcared during the period ended 31 March 2022 amounted to 3.50 US cents and the remaining 4.97 US cents were declared post 31 March 2022.
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Taylor Maritime Investments Limited Annual Report and Audited Consolidated Financial Statements
Group overview
Financial highlights
at 31 March 2022
Net Assets
US$575,248,769
Net Asset Value per share
US$1.7420
Share price at period end
US$1.42 / £1.09
Discount to Net Asset Value
1
(18.5%)
Ongoing charges figure
2
0.93%
Total NAV Return
1
81.3%
1
See “Alternative Performance Measures” on pages 84 – 85.
2
Total ongoing charges, calculated in accordance with the AIC guidance, is for the consolidated Group (The Company, TMI Management (HK) Limited (“TMIHK”), TMI
Advisors (UK) Limited (formerly TMI Management (UK) Limited) (“TMIUK”) and TMI Advisor Pte. Limited (“TMI Singapore”)) annualised for the period, divided by the
average NAV for the period. See “Alternative Performance Measures” on pages 84 – 85.
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Taylor Maritime Investments Limited Annual Report and Audited Consolidated Financial Statements
Principal activity
The Company was registered in Guernsey under the Companies (Guernsey) Law, 2008 on 31 March 2021. The Company’s
registration number is 69031 and it is regulated by the Guernsey Financial Services Commission as a registered closed-
ended collective investment scheme pursuant to the Protection of Investors (Bailiwick of Guernsey) Law, 2020, the
Registered Collective Investment Scheme Rules 2021 and the Prospectus Rules 2021. The Company’s Ordinary Shares
were admitted to the premium listing segment of the Official List of the UK Listing Authority and began trading on the
Main Market of the London Stock Exchange (“LSE”) on 27 May 2021 (Stock Code TMI).
At 31 March 2022, the Company has a total of 330,215,878 Ordinary Shares in issue, each with equal voting rights.
Investment objective
The Company’s investment objective is to provide investors with an attractive level of regular, stable and growing income
and the potential for capital growth through investing primarily in vessels, usually employed, or to be employed, on fixed
period Charters.
The Company will target a Total NAV Return of 10% to 12% per annum (net of expenses and fees but excluding any tax
payable by Shareholders) over the medium to long term.
Dividend policy
The Company intends to pay dividends on a quarterly basis with dividends declared in January, April, July and October.
The Group is targeting stable cashflow generation with quarterly dividend payments of 1.75 cents per Ordinary Share
representing an annual yield of 7% on the IPO price of US$1.00, with the intention to grow dividends.
Management
The Company is a self-managed investment company led by a Board of Non-Executive and Executive Directors (the
“Board” or the ”Directors”) (whose details appear on page 33) and a full time Executive Team (whose details appear on
page 34).
The Executive Team of experienced industry professionals led by Edward Buttery previously worked closely together at
the Commercial Manager, Taylor Maritime (HK) Limited. Established in 2014, Taylor Maritime (HK) Limited is a privately
owned management business with a seasoned team that includes the founders of dry bulk shipping company Pacific
Basin Shipping (listed in Hong Kong 2343.HK) and gas shipping company BW Epic Kosan (formerly Epic Shipping) (listed
in Oslo BWEK:NO).
The Executive Team are based in Guernsey, London and Singapore (previously in Hong Kong and London). As detailed
further in note 10, the services of the Executive Team are provided pursuant to an intra Group advisory and services
agreement between TMI Management (HK) Limited (“TMIHK”) and the Company. From 1 March 2022 Edward Buttery,
Chief Executive Officer of the Group, is based in Guernsey and directly employed by the Company.
The internal management structure ensures the Company is focused on delivering shareholder value, and the Executive
Team are incentivised by linking a substantial part of their remuneration package to shareholder returns through the NAV
performance targets, see the Nomination and Remuneration Report for details. The decision to adopt an internal
management structure should, in future, ensure a competitive ongoing charges ratio as no third party investment
advisor/manager fees are paid which are linked to assets under management.
Group overview
Summary information
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Taylor Maritime Investments Limited Annual Report and Audited Consolidated Financial Statements
Group overview
Investment policy
In order to achieve its investment objective, the Group will invest in
a diversified portfolio of vessels which will primarily be Geared
Handysize and Supramax bulk vessels. These vessels, which have
their own loading and discharging equipment, are mostly acquired
second-hand, leveraging valuations that are below long-term
average prices and Depreciated Replacement Cost.
The Group holds its shipping assets through Special Purpose
Vehicles (“SPVs”) which are wholly owned and controlled by the
Company and are held through an intermediate holding company
called TMI Holdco Limited (“Holdco”). The Company may acquire
vessels through asset purchases (in which case the vessel will be
transferred to an SPV) or through the acquisition of the relevant
vessel owning SPV. The Company may, in exceptional
circumstances, also invest in vessels through joint ventures with
other parties, other non-wholly-owned structures or listed
investments, although, in such circumstances, the Company will
seek, wherever possible, to have a controlling interest.
The Group will pursue its income strategy through a balanced
employment strategy, comprising short term Charters (less than 6
months), medium term Charters (more than 6 months) and long
term Charters (greater than a year) and will benefit from staggered
renewals, with a view to flattening the income curve.
For more information, please visit www.taylormaritimeinvestments.com.
The Company and the subsidiaries as detailed in the note 6 make
up the group of companies (the “Group”).
Key strategic objectives
The Group will realise its investment policy by applying the following
strategic objectives.
Acquisition Strategy – the Group has a selective growth strategy
focusing on accretive opportunities to increase shareholder
returns. Through the deep experience and longstanding industry
relationships of the Executive Team, the Group will seek to invest in
mainly Japanese second-hand vessels at below long-term average
prices and Depreciated Replacement Cost to achieve an excellent
rate of return over the remaining life of its assets. Acquisition can
be through direct purchase or, if exceptional investment
opportunities arise, through joint ventures, other non-wholly owned
structures or listed investments.
Income Strategy – to maintain a long-term stable income stream,
by diversifying charter contracts over different periods depending
on market conditions and limiting exposure to any one charter
counterparty while always applying prudent leverage (no long-term
structural debt) and cash management.
Sustainability Strategy – to ensure the long-term sustainability of
the fleet by integrating environmental factors into our fleet
maintenance and renewal strategy, and by ensuring, at a broader
level, that we are a responsible corporate citizen applying the
highest governance and social standards in all our operations and
interactions with stakeholders.
Why invest
Attractive valuations and disciplined investment strategy
The Group’s assets will mostly be acquired second-hand, leveraging
valuations that are below long-term average prices and Depreciated
Replacement Cost. This is supported by access to a Revolving
Credit Facility (“RCF”) and the ability to recycle capital through
asset disposals.
Sustainable yield and returns through long term ungeared
structure
The Company intends to pay dividends on a quarterly basis with
dividends declared in January, April, July and October. The Group
targets a Total NAV Return of 10% to 12% p.a. (net of expenses and
fees) over the medium to long term. The Group prioritises its ability
to deliver its dividend, as stated at IPO, consistently. This is
supported by the Group’s commitment to a long-term ungeared
approach with access to a RCF to bridge investments where
appropriate and a commitment to limit aggregate borrowings to a
maximum of 25% of gross assets.
Downside protection through diversification of cargoes and ports
due to vessel class versatility
Handysize vessels are relatively small and “geared”, meaning they
have their own loading and discharging equipment. These features
make Handysize vessels versatile and allow them to access a wide
range of ports, to and from which they carry a range of necessity
goods - principally food stuffs such as grains and cereals, fertilisers
and raw materials related to infrastructure building - ensuring
broad diversification of fleet activity.
Shareholder alignment through self-managed fund structure
The internalised fund management structure results in no NAV
based or performance based fees paid to an external investment
advisor with costs expected to reduce over time in comparison to
NAV and where rewards are aligned with shareholder interests.
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Taylor Maritime Investments Limited Annual Report and Audited Consolidated Financial Statements
Strategic
review
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Taylor Maritime Investments Limited Annual Report and Audited Consolidated Financial Statements
Strategic review
Strategic review
Chairman’s statement
Dear Shareholders,
On behalf of the Board, I thank you for your continued support. It is
a pleasure to present my inaugural report for what has been an
outstanding first period of trading.
The Company has made a dynamic, well-timed and successful
start as a listed investment company. The basis of our investment
proposition was and remains the vital role that shipping plays in the
global trade system by transporting significant commodity
volumes over long distances in the most cost-effective way. We are
currently invested predominantly in Handysize dry bulk vessels, the
workhorses of the dry bulk shipping trade, which are responsible
for carrying essential goods such as grain, fertilisers and basic
building materials around the world. Demand for our ships is
expected to grow by 2.1% in 2022 against a sustained historically
low orderbook resulting in a forecast Global net fleet growth of only
1.9%. Ongoing restraint with respect to newbuild ordering, given
technological uncertainty, could mean that fundamentals remain
strong well into 2024.
Profitability and investment prospects
The Group’s strategy is to provide an attractive level of regular
stable income with the potential for capital growth through our
investments. The Group seeks to maintain a responsible long-term
capital structure and selective accretive growth strategy (through
investments, divestments and reinvestment) to maximise
shareholder value. Our capital structure is designed to permit the
continuation of our dividend payments throughout the cycle. The
successful implementation of our strategy is evidenced by the
excellent levels of profitability and cashflow we have generated in
the 10 months to our financial reporting date. The Board monitors
closely the level at which the Company’s shares trade relative to the
NAV and continues to consider share buybacks versus alternative
investment opportunities.
Acquisition of Grindrod Shipping Holdings
Ltd. (“Grindrod Shipping”)
The acquisition of a 26.6% stake in Grindrod Shipping is evidence
of the Group’s ability to deploy capital nimbly into complementary
assets. This investment has already generated both capital
appreciation and cash returns through dividends. We have laid
strong foundations for a constructive (and ongoing) working
relationship with this company and now have director representation
on Grindrod Shipping’s board of directors.
Environmental, Social and Governance
(“ESG”)
ESG themes are a key focus for the Group, presenting opportunities
as well as challenges. The Group is developing a clear roadmap
and programme of activities to ensure that we hit each milestone
along the path of reaching net zero by 2050. The first step in that
process is the baseline carbon footprint of the fleet in this first
period of operation. We are proud to be able to include our progress
in this area within the ESG Review of this report. Whilst
transportation of commodities by sea generates less greenhouse
gases than any alternative form of transport, we are not complacent
and are committed to investing in reducing our carbon footprint
wherever possible.
The professionalism and welfare of the crew members serving on
board of the Group's vessels is integral to our business. They have
navigated the difficult problems presented by COVID-19 with
resilience and dedication, supported by our technical managers.
We are also responding to challenges presented by the war in
Ukraine, the well-being of shipboard personnel being our primary
concern in such circumstances. As announced at the time, the
Group has one vessel in Ukraine which was loading maize when the
conflict began. Fortunately, the crew that were onboard were safely
evacuated and repatriated. In the light of the ongoing hostilities, the
Group’s policy is that its fleet will not operate in the conflict zone
and, of course, will continue to be fully compliant with applicable
international sanctions.
Good fundamentals
The fundamentals of the Group’s business and the geared dry bulk
market remain strong. While potential structural changes in the
global political landscape and an inflationary environment with
rising interest rates make it difficult to predict with certainty
whether the current profitable market rates are here to stay or
whether they will fluctuate, there are good grounds for optimism.
Historically shipping has been an inflation hedge and our business’
outlook is further underpinned by the absence of new Handysize
bulk carriers. I therefore believe that we are well positioned to
continue to prosper and deliver strong cashflow, capital appreciation
and compelling shareholder returns in 2022 and beyond.
Nicholas Lykiardopulo
Independent Chair
13 July 2022
1
See “Definitions and Glossary” on pages 86 - 87
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Taylor Maritime Investments Limited Annual Report and Audited Consolidated Financial Statements
Strategic review
Chief Executive Officer’s statement
Dear Shareholders,
I am delighted to be writing to you at the end of our first financial
period as an investment company since our listing on the LSE’s
Premium Segment on 27 May 2021. We have created a
differentiated shipping investment opportunity offering growth,
value creation and shareholder returns. We deliver this through a
combination of sustainable yield and capital appreciation generated
by high quality assets and an experienced, professional
management team. Our leading position in the niche Handysize
market is aimed at delivering consistent earnings through the
cycle, whilst our growth strategy is selective and we are committed
to a long-term financially prudent approach without long-term debt.
Utilisation of capital raised
The Company listed with a market capitalisation of US$254 million
and, after a follow-on fundraise in July 2021 of US$75 million, we
were able to take advantage of attractive second-hand asset prices
in a rapidly rising market and increased the fleet from 23 seed
assets to a peak of 32 vessels. These purchases along with the
acquisition of the Grindrod Shipping holding (see below) contributed
to the strong growth in the Group’s NAV from US$249 million at IPO
to US$575 million at 31 March 2022, a NAV growth of 81.3% per
Ordinary Share.
As the market strengthened, we recycled capital into an accretive
growth opportunity, by locking in the sale of two assets at very
attractive IRRs and reinvesting the realised capital into a minority
stake in Grindrod Shipping at an average purchase price of
US$17.64 per share. The Grindrod Shipping fleet is highly
complementary to the Group’s own vessels, comprising
predominantly modern, high-quality Japanese built geared dry bulk
vessels. At 31 March 2022, Grindrod Shipping’s share price was
US$25.44 per share and the Group’s 26.6% ownership stake
therefore made a strong contribution of US$125 million to the
Group’s NAV at the period end, an uplift of US$38 million on the
investment (c.43%).
In addition to the capital gain, the significant earnings potential of
the Grindrod Shipping fleet translated into favourable cash returns
through dividends for the Group.
Paul Charles Over, a director of the Group’s Commercial Manager,
joined the Grindrod Shipping board of directors on 17 February
2022 as a non-executive director and representative of the Group.
Our charter policy
Our average charter rate at IPO was US$14,942 and at the end of
our first financial period was US$18,600, an increase of 24%.
Commercially, we have varied charter durations across the fleet to
strike a balance between higher short-term charter rates and
longer-term earnings visibility, resulting in increased stability in
shareholder returns, attractive yields and NAV appreciation. We are
always mindful of managing seasonal changes in demand which,
in the short-term, influence our choice of charter duration mix. Even
while rates dropped towards the end of the 4th quarter of 2021 and
in early 2022 (owing to normal easing ahead of Chinese New Year)
our average charter rate remained stable. Furthermore, during the
Chinese New Year period, a time of typical seasonal weakness, we
deliberately fixed a portion of the fleet on short-term charters as we
anticipated a strengthening market in the lead up to summer which
has allowed us to fix longer-term charters at better rates. We will
continue to seek to secure longer period charters for a growing
percentage of our fleet to ensure stability of cash flows over the
next few years.
Profitability
Our first period of trading as an investment company delivered
promising financial results and cash generation with US$253
million of profit. On a look-through basis
1
, this was made up of
US$79 million of operating profit, after finance costs, and US$174
million was fair value gain. Our capital structure is strong, with a
healthy balance sheet and liquidity generated by charters and
vessel sales (at the date of writing, in total, the Group has sold four
ships, with one further ship contracted to be sold – the average IRR
across the five sales is in excess of 100%). As a Group we continue
to maintain a robust operating cash flow as well as having US$20
million of an undrawn revolving credit facility available.
1
“Look-through basis” reflects the Group and SPV results on a consolidated basis, which comprises the Group and the underlying SPVs (see note 6 for list of SPVs). The
primary statements on pages 57 - 60, comprises the Group results only, where the SPVs look-through results are reflected through the “financial assets at fair value
through profit or loss”, see note 2 b) for “Basis of Preparation and Consolidation” for details on consolidation.
Strategic review Chief Executive Officer’s statement continued
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Taylor Maritime Investments Limited Annual Report and Audited Consolidated Financial Statements
ESG
We are fortunate to have, via our external technical managers,
extremely dedicated and professional teams at sea and ashore
operating the Group’s fleet in challenging conditions, particularly in
view of disruptive regional COVID-19 restrictions, which persisted
for much of 2021 and early 2022. The crew serving aboard the
Group’s vessels have responded magnificently and we have them
and our technical managers to thank for their unstinting dedication.
Crew welfare is a core pillar of both the Group and our technical
managers’ strategies. This year we supported The Mission to
Seafarers charity and remain committed to being an active force in
evolving social responsibility within the shipping sector. The
Company has set aside a budget for charitable purposes to sustain
our commitment in the next year, see “Community engagement” on
page 26 for further details.
Sustainability is at the heart of the way we manage the Company,
and the profile and management of the fleet is integral to this. We
are committed to achieving our long-term target of zero carbon
emissions by 2050 and to combining industry efforts to promote
and achieve that target with a comprehensive programme to
improve existing vessel energy efficiency. More investment is being
directed to vessel modifications, primarily retrofits during regular
maintenance periods, and we are in dialogue with major customers
around trialling lower carbon fuels and energy saving measures. In
terms of protecting marine biodiversity, the entire fleet will be fitted
with ballast water management systems by the end of 2022
(except one vessel to be completed in 2023).
Looking forward
As we transition into the new financial year, a meaningful portion of
the fleet is positioned to capture improvements in rates in what we
expect will be a strong market for 2022, with analysts forecasting
2.1% tonne mile growth for minor bulk and 2.7% for 2023 against a
net fleet supply growth of 1.9% and -2.2% respectively (Clarksons
Research June 2022). The short-term impact of the war in Ukraine
has been a shift in trading patterns for the shipping of necessity
goods, both in terms of goods being sourced from alternative
suppliers and with Russian exports being shipped to different
destinations. So far, the net change to demand seems to be
negligible for our segment, once the decrease in volumes is offset
by increased tonne-miles. We have seen rising global food prices
as Ukraine and Russia are significant suppliers of wheat, barley and
maize. While commodity prices and inflationary pressures are
building, as my Chairman mentions, shipping has traditionally been
an inflationary hedge. We continue to monitor this and the impact
of other macro factors on growth such as rising interest rates and
COVID-19 restrictions in China. We expect current COVID-19
restrictions in China to be transitory and for demand to rebound, as
experienced following previous lockdowns.
Whilst acknowledging uncertainty in the wider economy, I am
optimistic about our segment given tightening supply over the next
two years and possibly longer. This is due to an orderbook at
historical lows and the unlikelihood of a significant uptick in
contracting given both cost inflation and pending deep-seated
change to ship designs to meet evolving environmental demands.
I am grateful for your support thus far and we will continue to work
tirelessly to create value in the Company and for you, our
shareholders.
Edward Buttery
Chief Executive Officer
13 July 2022
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Taylor Maritime Investments Limited Annual Report and Audited Consolidated Financial Statements
Baltic Handysize Index (“BHSI”)
2,500
2,000
1,500
1,000
500
0
1,596
1,651
Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec
2019
2021
Trailing 12M Average
2020
2022
Annual change in dry bulk demand (billion tonne-miles)
1
Minor bulk demand (billion tonne-miles) and handy fleet supply
growth (dwt)
1
Fleet Supply YoY %
Tonne-Mile Demand YoY %
2016 2017 2018 2019 2020 2021 F-2022 F-2023
2016 2017 2018 2019 2020 2021 F-2022 F-2023
2.5%
1.5%
590
1,300
648
144
202
1,035
400
551
6.3%
2.0%
4.2%
2.5%
1.4%
2.2%
1.6%
-0.5%
5.4%
2.1%
2.7%
-2.2%
1.9%
2.8%
Iron Ore Minor Bulk Grain Trade Coal
8.0%
6.0%
4.0%
2.0%
0.0%
-2.0%
-4.0%
Demand supply spread 4.9%
Market summary
After the disruptions experienced during the early stages of the
pandemic, 2021 saw a strong rebound in seaborne trade with trade
in minor bulks (i.e. the segment of the dry bulk market covering a
wide variety of commodities such as forest products, iron and steel
products, fertilisers, agricultural products, ores and minerals, cement
and other construction materials, and scrap metal), the Group’s main
cargoes, growing by 5.0% in tonnage terms after a 2.6% contraction
in 2020. The grain trade, another key cargo for Handysize ships, was
steady at 1.5% growth for 2021 after a strong year of 7.6% growth in
2020. Despite the typical seasonal weakness and disruptions to
trade patterns caused by geopolitical events, charter rates remained
much higher than usual for the time of year as we entered 2022 and
climbed swiftly in the latter part of the first quarter.
• The Baltic Dry Index (“BDI”) averaged 2,041 in Q1 2022, an
increase of 17% compared to Q1 2021 (1,739) and 245%
compared to Q1 2020 (591);
• The Baltic Handysize Index Time Charter Average (“BHSI TCA”)
1
,
an index adjusted by the Group to reflect the average deadweight
tonnage (“dwt”) of the fleet was USD 22,880 net, up 45% on Q1
2021’s index of USD 15,780 net and 270% on Q1 2020 index of
USD 6,187 net;
• Over the period from IPO through to end of March 2022, the
Baltic Handysize Index (“BHSI”)
1
increased c.29% from 1,341 to
1,735, reaching a peak of 2,062; the first time the index has
passed the 2,000 mark since September 2008;
• A significant spread between supply growth and demand growth
reopened in 2021, the manifestation of a longer-term trend, as
minor bulk demand grew by 5.4% in tonne-miles while Handysize
supply growth was 2.8%;
• The tight supply situation put upward pressure on charter rates
and vessel valuations followed suit over the period with the
Clarksons 10 year old benchmark valuation for a 32,000 dwt built
Handysize increasing from US$13.5 million at the end of May
2021 to US$18.5 million at the end of March 2022, an uplift of
US$5 million or c.37%;
• Valuations were last at these levels in 2011 and were consistently
above these levels from 2005 to 2011 during China’s growth
phase post-World Trade Organisation entry.
Demand
• The International Monetary Fund (“IMF”) estimated 6.1% global
growth in 2021 (a key driver of dry bulk demand) and in April
forecasted 3.6% growth each year for 2022 and 2023;
• Clarksons reports 3.7% growth in tonne mile demand for the dry
bulk sector in 2021 which is forecast to soften to 1.4% in 2022;
• Minor bulk demand, in tonne mile terms, increased 5.4% in 2021
with a firm 2.1% demand increase forecast for 2022
1
.
• Rates through the period, particularly in the first half, were
supported by a firm underlying demand following the rebound
from 2020 with dry bulk trade volumes well above pre-pandemic
levels. Additional support for Handysize rates also came from
container cargoes being carried on dry bulk ships and from port
congestion, both of which might recede in the medium term;
• Early 2022 saw usual seasonal weakness in the approach to the
Chinese New Year and with the Beijing Winter Olympics; the
market firmed in the latter half of the first quarter of 2022 and
continued to firm through May;
Strategic review
Market review
1
Source: Clarksons Research June 2022.
Strategic review Market review continued
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Taylor Maritime Investments Limited Annual Report and Audited Consolidated Financial Statements
Handysize supply development (dwt million)
1
Number of Handysize new orders per year
1
Orderbook (as % of dry bulk fleet segments)
1
Global fleet age profile (% of fleet by age group)
1
71
118
128
160
380
696
476
192
379
161
135
323
199
132
20
71
82
128
88
127
15
2002
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2.0%
2.5% 2.2%
1.6%
2.8%
2.2%
-2.2%
6.0
4.0
2.0
0.0
-2.0
-4.0
-6.0
25.0%
20.0%
15.0%
10.0%
5.0%
0.0%
2017
Deliveries
Demolitions
YoY %
2018 2019 2020 2021 F-2022 F-2023
10.0%
8.0%
6.0%
4.0%
2.0%
0.0%
Number DWT
5.1%
5.6%
7.1%
7.8%
9.0%
9.1%
6.1%
6.0%
Handysize HandysizeSupramax SupramaxPanamax PanamaxCapesize Capesize
>25 Years
>20 Years
>15 Years
8.8%
15.8%
25.2%
4.5%
11.4%
22.2%
3.7%
13.9%
26.0%
0.1%
2.4%
13.4%
Fleet supply
• Supply growth remains constrained in the Handysize segment in
particular, underpinning an ongoing positive outlook for at least
the next 24 months for charter rates and valuations; Clarksons
estimated net Handysize fleet growth of 2.8% for 2021 with
current forecasts of 1.9% growth for 2022 and net contraction of
2.2% in 2023 subject to actual fleet removals;
• With 8.8% of the fleet over 25 years old and a further 0.5% turning
25 by the end of 2022, research analysts expect older, less
efficient tonnage to be further removed from the fleet in 2023;
• Meanwhile, the Handysize orderbook, the primary vessel-type in
the Group’s fleet, fell below 6% at the end of 2020, the first time
since 2003, and currently sits at 5.6%. The Handysize orderbook
remains the tightest of all dry bulk segments which includes
Supramax, Panamax and Capesize vessels;
• Through 2021, dry bulk carriers accounted for only 22% of total
vessel newbuildings ordered vs. 32% average over the previous
15 years. By comparison, containerships were responsible for
41% of newbuildings ordered in 2021 versus 14% in the previous
15 years, filling shipyard berths up for delivery through 2024
1
;.
• Although strong charter rates have traditionally led to an increase
in new ship ordering activity, the Group considers that the current
cycle has its own particular characteristics which may limit
ordering, in part due to newbuild price inflation, orders in other
segments consuming shipyard capacity and the continuing
uncertainty surrounding decarbonisation and its impact on
future (not yet available) ship designs, exacerbated by a long
delay between order and delivery;
• Beyond 2023, effective supply is expected to further decrease
due to lower operating speeds required to meet International
Maritime Organisation (“IMO”) emissions reduction targets.
1
Source: Clarksons Research June 2022.
Strategic review Market review continued
Page 11
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Taylor Maritime Investments Limited Annual Report and Audited Consolidated Financial Statements
Outlook
Given the underlying fundamentals of the Handysize segment,
particularly tight fleet supply, the Group anticipates two to three
years of further strength in the market dependent upon potential
new supply which the Group follows closely. Nevertheless, the
Group continues to monitor the risk of macro uncertainties, in
relation to inflation, higher interest rates and a possible recession in
the context of ongoing recent China COVID-19 lockdowns (expected
to be transitory as reflected in freight futures) and the Russia/
Ukraine conflict and their impact on growth, trade flows and food
and energy security.
Russia/Ukraine crisis
As referred to in the Chairman Statement, the Group had one vessel
directly affected by the situation in Ukraine. The crew have been
safely evacuated but the ship remains in port, intact, is fully insured
for all risks and is being closely monitored by the Commercial
Manager and Technical Manager. From a market perspective,
Clarksons data puts Ukraine (49 million tonnes) and Russia (38
million tonnes) at c.17.7% of the seaborne grain trade. We have
already seen trade patterns adapt as grain demands are satisfied
from other sources with Black Sea grain buyers looking to North
and South America as a substitute. However, based on recent
trading history, we estimate little impact on the Group’s trading as
port calls to Ukraine and Russia accounted for under 2% and 3%
respectively of total port calls by our ships. The Group’s policy is
that our fleet will not operate in a conflict zone and we will continue
to be fully compliant with applicable international sanctions. We
will continue to monitor the geopolitical events and the ongoing
impact of the crisis.
1
Source: Clarksons Research June 2022.
Page 12
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Taylor Maritime Investments Limited Annual Report and Audited Consolidated Financial Statements
Strategic review
Portfolio and operational review
Portfolio summary
• The Group was able to source and execute efficiently through the
period the acquisition of the 23 seed assets plus an additional 9
vessels — all at competitive prices, — with smooth transitions
into ownership despite the challenging conditions owing to
COVID-19;
• The Group maintained a focus on growth through investment in
the highest quality Japanese vessels available secondhand, at a
discount to long-term average prices and Depreciated
Replacement Cost. As a result, the Group benefited from
significant capital appreciation across the fleet;
• Owing to the rapid increase in asset values in the physical market,
the Group sought alternative attractively priced investment
opportunities. As a result, during the period, the Group completed
the acquisition of a 26.6% stake in Grindrod Shipping at an overall
average price of US$17.64 per share. Based in Singapore,
Grindrod Shipping is an international shipping company that
owns an attractive, modern fleet which is highly complementary
to the Group’s portfolio. At the end of the period, Grindrod
Shipping’s share price was US$25.44 per share, an uplift of
US$38 million or c.43%, and, in both December 2021 and March
2022, the Company received a dividend of US$0.72 per share
totaling US$3.7 million representing an annualised yield of c.16%
on the investment;
• The Grindrod Shipping acquisition was consistent with the
Group’s strategy of seeking accretive growth opportunities to
increase shareholder returns and demonstrates management’s
ability to recycle capital effectively as the transaction was part
financed by the sale of two vessels which were agreed in
December 2021 and completed in Q1 and Q2 2022;
• A further three vessels were identified for sale in March 2022.
Two sales completed after the reporting period. As announced
on 27 June 2022, the Company later decided not to sell the third
vessel and instead fixed the vessel on a 1 year time charter at a
40% average annualised unlevered gross yield. The Company
also agreed to sell a fifth vessel due to be completed before the
end of August 2022;
• The average IRR for the five vessels sold was 116% with an
average Multiple on Invested Capital (“MOIC”)
1
of 1.62x;
• At 31 March 2022, the Group’s fleet consisted of 31 vessels, but
will reduce to 27 vessels (26 Handysize vessels and one
Supramax vessel) after the completion of all sales.
SPV Vessel type DWT Year of build Country of build
1 Gabinius (MI) Limited Handysize 28,300 2012 Japan
2 Good Heir (MI) Limited Handysize 28,400 2012 Japan
3 Aurelius (MI) Limited Handysize 28,400 2012 Japan
4 Good Salmon (MI) Limited Handysize 31,900 2009 Japan
5 Cassius (MI) Limited Handysize 31,900 2010 Japan
6 Decius (MI) Limited Handysize 31,900 2010 Japan
7 Good Titan (MI) Limited Handysize 31,900 2008 Japan
8 Gaius (MI) Limited Handysize 32,100 2009 Japan
9 Junius (MI) Limited Handysize 32,100 2012 Japan
10 Good Queen (MI) Limited Handysize 32,200 2009 Japan
11 Good Yeoman (MI) Limited Handysize 32,200 2008 Japan
12 Good Earl (MI) Limited Handysize 32,300 2009 Japan
13 Great Fox (MI) Limited Handysize 32,300 2009 Japan
14 Good Count (MI) Limited Handysize 32,600 2006 Japan
15 Great Ewe (MI) Limited Handysize 32,600 2007 Japan
16 Good Duke (MI) Limited Handysize 33,100 2011 Japan
17 Good Fiefdom (MI) Limited Handysize 33,200 2008 Japan
18 Good Title (MI) Limited Handysize 33,200 2010 Japan
19 Hosidius (MI) Limited Handysize 33,200 2008 Japan
20 Horatio (MI) Limited Handysize 33,600 2012 Japan
21 Good Edgehill (MI) Limited Handysize 33,700 2011 Japan
22 Good Stag (MI) Limited Handysize 33,800 2004 Japan
23 Forshall (MI) Limited Handysize 37,200 2012 Japan
24 Julius (MI) Limited Handysize 37,200 2012 Japan
25 Lucius (MI) Limited Handysize 37,200 2012 Japan
26 Good Grace (MI) Limited Handysize 37,700 2020 Japan
27 NordRubicon Shipping Company Limited Handysize 38,000 2016 China
28 Good Uxbridge (MI) Limited Handysize 38,200 2012 Japan
29 Billy (MI) Limited Handysize 38,500 2011 Japan
30 Brutus (MI) Limited Supramax 55,600 2011 Japan
31 Antony (MI) Limited Supramax 58,700 2012 Japan
Fleet Average 34,942 2010
The Group’s fleet list – delivered vessels as at 31 March 2022
1
See “Alternative Performance Measures” on pages 84-85.
Strategic review Portfolio and operational review continued
28%
10%
38%
10%
14%
Less than 10%
10% - 20%
20% - 30%
30% - 40%
Over 40%
78%
14%
4%
4%
0 – 6 months
6 – 12 months
12 – 24 months
24 months+
11%
14%
32%
7%
36%
9 - 12k
12 - 15k
15 - 18k
18 - 21k
21 or more
79%
21%
Charterers with 1 vessel
Charterers > 2 vessels
Atlantic
Pacific
55%
45%
Fleet employment renewal
Page 13
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Taylor Maritime Investments Limited Annual Report and Audited Consolidated Financial Statements
Employment and operations
• The fleet’s average net time charter rate at the close of the period
was approximately US$18,600 per day, with an average duration
of six months and average annualised unlevered gross return in
excess of 24%;
• This compares favourably with the same figures as at the end of
30 June 2021 (the Company’s first quarter end), when the
average net time charter rate for the fleet was approximately
US$15,600 per day, with an average duration of 10 months and
an average annualised unlevered gross yield of 20%;
• Updating for new charters agreed post-period end, at the date of
reporting the fleet average net charter rate is approximately
US$19,200 per day. The updated average annualised unlevered
gross cash yield for the fleet is in excess of 25% and the updated
average remaining charter duration is seven months.
1
All chart data at 31 March 2022
Average Annualized Unlevered Gross
Cash Yield (%)
1
Vessels by charterer
1
Net time charter rates per day
1
Fleet employment renewal
1
Delivered Fleet Location
1
Page 14
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Taylor Maritime Investments Limited Annual Report and Audited Consolidated Financial Statements
Strategic review
Financial review
Investment performance
• Net Asset Value (“NAV”) per ordinary share grew from US$0.98 to
US$1.74, an increase of 81.3% since IPO on 27 May 2021;
• In terms of underlying assets, as at 31 March 2022, the Group’s
fleet consisted of 31 vessels with a total market value of US$546
million and the investment in Grindrod Shipping had a total
market value of US$125 million;
• On 27 October 2021, the Company declared its first interim
dividend of 1.75 US cents per Ordinary Share for the period from
1 July 2021 to 30 September 2021. Total dividend of US$5.8
million was paid on 24 November 2021. On 27 January 2022, the
Company declared its second interim dividend of 1.75 US cents
per Ordinary Share for the period from 1 October 2021 to 31
December 2021. Total dividend of US$5.8 million was paid on 23
February 2022. On 21 April 2022, the Company declared its third
interim dividend of 1.75 US cents per Ordinary Share for the
period from 1 January 2022 to 31 March 2022. Total dividend of
US$5.8 million was paid on 19 May 2022;
• On 6 May 2022, the Company declared a special interim dividend
of 3.22 US cents per Ordinary Share for the period from IPO to 31
March 2022. Total special interim dividend of US$10.63 million
was paid on 10 June 2022. This takes the total dividends declared
for the period from IPO to 31 March 2022 to 8.47 US cents per
ordinary share, representing a dividend yield on the Initial Issue
Price of approximately 10% on an annualised basis;
• Dividend Cover
1
for the financial period to 31 March 2022 was
6.5x (not including the dividends declared post period end), 4.3x
(inclusive of the final quarter dividend declared in April 2022) and
2.7x (inclusive of the final quarter dividend declared in April 2022
and the special dividend declared in May 2022);
• The Group’s annualised ongoing charges ratio for the period
ended 31 March 2022 was 0.93%.
Investment performance - Group look-through
2
information
31 March 2021 (date of incorporation)
to 31 March 2022
Total vessel days
3
7,502 days
US$ millions
Revenue
4
133.49
Operating expenses
5
(44.74)
Gross operating profit 88.75
Finance costs
6
(3.66)
Gain in capital values
7
174.00
Portfolio profit 259.09
Fund expenses
8
(6.21)
Profit for the period (before tax) 252.88
Financing
• The Group remains committed to a financially prudent approach,
maintaining a modest level of borrowing via the RCF (see below)
to support dividend yield and to protect the downside risk;
• At IPO, the Group had long term debt of US$30 million associated
with the acquisition of the seed fleet. During the period, the full
US$30 million was repaid;
• The Group has access to a short-term revolving credit facility
(“RCF”) which allows the Group to act nimbly and pursue
appropriate, selective growth investment opportunities as they
arise. The borrower is the Company’s subsidiary TMI Holdco
Limited but is guaranteed by the Company, see note 13 for
details. During the period the Group increased the available RCF
from US$60 million to US$160 million in line with the growth of
the Group since IPO;
• Total RCF that was drawn at 31 March 2022 was US$140 million
with debt over gross assets ratio as at 31 March 2022 of 19.1%.
The intention is to repay drawn funds from future operating
cashflows and vessel sales. Each tranche of loan drawn on the
RCF is required to be repaid within 18 months.
1
See “Alternative Performance Measures” on pages 84 - 85.
2
““Look-through basis” reflects the Group and SPV results on a consolidated basis, which comprises the Group and the underlying SPVs (see note 6 for list of SPVs).
The primary statements on pages 57 - 60, comprises the Group results only, where the SPVs look-through results are reflected through the “financial assets at fair
value through profit or loss”, see note 2 b) for “Basis of Preparation and Consolidation” for details on consolidation.
3
Vessel days : Total number of days all vessels have been owned by the Group over the financial period to 31 March 2022.
4
Revenue : Charter income net of commissions and charter related costs plus dividend income.
5
Operating expenses : Expenses incurred during vessel operations and general administrative expenses incurred by the SPVs.
6
Finance costs: Includes loan interest and fees, offset by interest income.
7
Gain in capital values : Non-cash fair value gains and losses from marking assets to market in accordance with the valuation policy of the Group.
8
Fund expenses : Direct fund costs and investment management overheads
Strategic review Financial review continued
Page 15
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Taylor Maritime Investments Limited Annual Report and Audited Consolidated Financial Statements
Strategic review Financial review continued
$1.85
$1.65
$1.45
$1.25
$1.05
$0.85
$0.65
$0.98
$1.45
US$480m
$0.38
US$125m
$(0.42)
(US$138m)
$0.33
US$108m
$1.74
US$575m
NAV
27/05/2021
FMV - Fleet FMV
- Grindrod
Debt
3
Net Current
Assets
NAV
31/03/2022
Profit for
the period
Fair value
gain
Share
premium
2
Dividend
paid
NAV
31/03/2022
$0.24
$0.53
$0.03
$(0.03)
$1.74
NAV valuation
• NAV per Ordinary Share was US$1.74 at 31 March 2022 with
US$0.24 contributed from profit for the period and US$0.53 from
fair value gain;
• Total NAV return was 81.3% for the period, driven by operating
profit, increase in vessel values and an attractive gain on the
Grindrod Shipping investment which appreciated strongly over
the investment cost;
• Breakdowns of the movements in the portfolio’s Net Asset Value
and its component parts are shown below;
• Vessel asset valuations are undertaken on a quarterly basis and
are determined by taking the average of two independent broker
valuations. As the brokers’ valuations are prepared on a charter-
free basis, the Executive Team assesses the difference in value
arising from the contracted charter versus market rate, and,
where the difference is material, factors the adjustment into the
valuation (see pages 66-67 for additional details);
• Vessels contracted for sale are held at the contracted sale price.
1
NAV components presented on a look-through basis to the Group SPVs.
2
Share premium generated from US$75 million capital raise in July 2021.
3
Net of loan financing fee
NAV per Ordinary Share bridge from IPO
on 27 May 2021 to 31 March 2022
NAV
1
components
as at 31 March 2022
Page 16
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Taylor Maritime Investments Limited Annual Report and Audited Consolidated Financial Statements
Strategic review
Environmental, Social and Governance review
ESG Strategy & United Nations Sustainable Development Goals (“SDGs”)
The Group has designed a comprehensive ESG strategy and
roadmap which permeates throughout the business and everyday
decision making. The Group's approach is underpinned by six key
ESG priorities, in the context of which KPIs are measured and
progress is tracked against.
The Group engages actively with its shareholders to achieve
collective ESG responsibilities and ambitions. The shipping
industry, irreplaceably serving the basic needs of global society, is
in a position to contribute positively to the SDGs. The Group has
elected to focus on the six key SDGs that most closely align with
our purpose and ambitions as an investment company.
The Group’s ESG priorities and progress in FY22
ESG priorities FY22 SDG Alignment
Responsible investment • Acquisitions aligned to the Group’s ESG commitment and focusing on
vessels of relatively energy efficient design, built in Japan;
• ESG internal assessments undertaken during due diligence phase are
prioritised to address potential gaps. This allows us to make informed
decisions on the potential environmental performance of a new vessel.
Climate change
and Environmental
Management
• Emissions target commitment: committed to achieving a long-term target of
net zero emissions;
• Fleet energy efficiency measures: ongoing, comprehensive programme
to improve vessel energy efficiency, including retrofits at scheduled
maintenance events, including boss cap fins, wake-equalising ducts and
advanced hull coatings;
• Plastic reduction onboard campaign: full fleet roll out of water mineralisers
and re-usable water bottles, reducing the use of single use plastic onboard;
• Real-time emissions data: daily monitoring of fleet emissions and carbon
intensity metrics;
• Protecting marine biodiversity: entire fleet to be fitted with Ballast Water
Management Systems by end of 2022, with one final vessel to be completed
in 2023;
• Reducing sulphur emissions: exclusive use of very low sulphur fuel.
Onshore and
at Sea Safety
• Selection of technical managers with high safety standards: ongoing
monitoring of safety KPIs, safety protocols in place onboard vessels and
incident sharing;
• Promote safety at sea and prevention of human injury/loss of life, exceeding
regulatory standards for crew;
• 24/7 remote/telephone medical assistance for seafarers at sea;
• Safety training: training and seminars for officers and crew to promote safety
culture, strict drug/alcohol policies and a whistleblowing policy for crew;
• Additional O2 tanks supplied during the onset of COVID-19 as well as supply
of O2 concentrators.
Compliance and conduct • Environmental regulations: well positioned to meet the upcoming IMO
regulations commencing from January 2023;
• ESG reporting: commitment to transparency and strong ESG reporting.
Community and employee
engagement
• Supporting crew welfare initiatives: signatory to the “Neptune Declaration on
Seafarer Wellbeing and Crew Change”;
• Training and development: supporting seafarer cadet training programmes
onboard vessels;
• Community support: supporting charities which align with our core values.
Strong corporate
governance
• Premium listing on LSE: ensures strong corporate governance and
adherence to UK’s highest standards of regulation;
• ESG Policy steered by independent board ESG committee;
• Diversity in action: 75% female independent directors and 50% female
executive team;
• Zero tolerance of bribery and corruption: active members of Maritime Anti-
Corruption Network.
1
International Chamber of Shipping
Strategic review Environmental, Social and Governance review continued
Page 17
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Taylor Maritime Investments Limited Annual Report and Audited Consolidated Financial Statements
Approach to ESG reporting
The Group’s ESG strategy and objectives are set and monitored by
the ESG and Engagement Committee which reports to the Board.
As an internally managed investment company, the Executive
Team works with the external technical managers, commercial
manager and other key stakeholders to progress its decarbonisation
priorities and other critical environmental, social and governance
objectives.
The Group’s ESG policy, which is reviewed by the Board at least
annually, is published on the Company’s website.
Reporting standards approach
This annual report represents the Group’s first comprehensive ESG
data disclosure, serving as the performance baseline going forward.
In December 2020, the FCA published a policy statement defining
new rules for companies with a UK premium listing requiring them
to make disclosures consistent with the recommendations of the
Task Force on Climate Related Disclosures (“TCFD”) from 1 January
2021. Whilst the Company is a closed-ended investment company,
and therefore not within scope of the TCFD regulation this financial
year, the Group has commenced its journey towards aligning
disclosure with the TCFD and adopting its recommendations.
These disclosures are expected to evolve over the coming year as
the Group develops its net-zero pathway, including the inclusion of
1.5C/well below 2C scenario analysis.
The Group's ESG disclosures are also guided by the Sustainability
Accounting Standard Board (“SASB”) for Marine Transportation as
well as elements of the Global Reporting Initiative (“GRI”).
Incorporating these two frameworks in addition to TCFD provides a
complementary sector-focused angle to the Group's reporting
approach.
The Group will continually refine and improve its approach to ESG
reporting as it develops a further understanding of climate change
and associated risks and opportunities.
The table below presents the progress to date in commencing to adopt the TCFD recommendations.
TCFD Section Disclosure
Governance
Disclose the organisation’s governance around climate-related risks
and opportunities.
Annual report: ESG and Climate Governance (pages 18 – 19)
Strategy
Disclose the actual and potential impact of climate-related risks
and opportunities on the organisation’s businesses, strategy, and
financial planning where such information is material.
Annual report: ESG Strategy & UN SDGs (page 16)
Annual report: Climate-related Risk and Risk Management (page 20)
Risk
Disclose how the organisation identifies, assesses, and manages
climate-related risks.
Annual report: Climate-related Risk and Risk Management (page 20)
Metrics & targets
Disclose the metrics and targets used to assess and manage
relevant climate-related risks and opportunities where such
information is material.
Annual report: Environmental Approach (pages 21 – 24)
Annual report: Social Approach (pages 25 – 26)
Annual report: Appendix 1 ESG data table (pages 88 – 81)
Stakeholder engagement
Collective action is required to solve complex challenges affecting
the shipping industry. The Group and its Service Providers are in
regular open dialogue with key stakeholders on issues relating to
decarbonisation, welfare and legislation.
The Group has identified its principal stakeholder groups, its
approach to engagement with these stakeholders, outcomes of
these engagements and how this directly impacts the Group's ESG
strategy. This can be viewed on pages 27-28.
Strategic review Environmental, Social and Governance review continued
Page 18
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Taylor Maritime Investments Limited Annual Report and Audited Consolidated Financial Statements
Role of the Board and ESG and engagement committee
The Board and the ESG and Engagement Committee oversee the
strategic direction and evolution of the Group’s ESG strategy,
consideration of climate related risks and opportunities and
corporate policies. Specific roles include:
1) Integration of ESG factors and climate-related risk into
investment decisions and core business strategy
The Board, with the advice of the ESG and Engagement Committee,
ensures continued integration and consideration of ESG matters into
the Group’s core business strategy, organisation, and investments.
At an investment level, the Board takes into consideration the ESG
credentials and climate-related resilience of a potential asset
acquisition, including consideration of historic environmental
performance and energy efficiency metrics. These factors are also
taken into consideration in asset divestment decisions.
2) Climate-Related Risk
The ESG and Engagement Committee is responsible for identifying and
evaluating climate-related risks, advising the Board on appropriate and
effective risk management and ensuring internal controls are in place.
For a detailed overview of climate-related risks, see page 20.
3) Group ESG Policy
The Group’s ESG policy is set by the independent ESG and
Engagement Committee, chaired by Helen Tveitan. The committee
meets at least four times throughout the year and the policy is
reviewed at least annually.
Role of the ESG steering group and ESG taskforce
The Group’s ESG Steering Group comprises the Executive Team
and Sustainability Manager. It accesses and evaluates the activities
of the ESG Taskforce and ensures any decisions are brought to the
attention of the Executive Team and Board in a timely manner. The
role of the ESG Steering Group is to assess the progress of the
Group’s strategic ESG projects.
The ESG Taskforce comprises various subject matter experts from
different functions, namely the Deputy CEO (“DCEO”) and
Sustainability Manager, senior management from the Group’s
Commercial Manager and senior management and specialist staff
from the Group’s Technical Manager.
The ESG Taskforce undertakes the everyday ESG projects and
related activities (see table below for overview of activities). The
ESG Taskforce receives regular presentations from both internal
and external subject matter experts, ensuring they stay abreast of
emerging ESG policies, upskilling employees on climate-related
topics and sharing best practice.
Role of the ESG Taskforce
Track and monitor ESG KPIs
Ongoing regulation and compliance review
Fleet decarbonisation programme
Pilot technology project proposals
ESG integration into vessel management
ESG integration into crew management
ESG and climate governance
Approach to governance
Robust governance is embedded in the Group’s constitution as a Guernsey investment company listed on the Premium Segment of the
London Stock Exchange. ESG is embedded within the Group’s central governance framework. The Company adheres to the AIC Code of
Corporate Governance (the “AIC Code”) and is a Member of the Association of Investment Companies (“AIC”). The AIC Code addresses the
principles and provisions of the UK Corporate Governance Code (the “UK Code”), as well as setting out additional provisions on issues that
are of specific relevance to the Company. The Board has recognised that climate change and related risks will have an impact on the
business and has started to develop the Group’s plan to become a net-zero business. Climate considerations are embedded within the
Group's broader ESG governance framework, where climate-related risks and opportunities are considered at each level of the organisation.
The Group's wider governance structure can be found on pages 35 – 38.
Role of the Board and ESG and Engagement Committee
Industry Associations
Board Board of Directors Quarterly
Board sub-committees
ESG & Engagement
Committee
Quarterly
Executive Team
led by DCEO
ESG Steering Group Bi-weekly
Management
ESG Taskforce
(Members include representatives from the
Group Commercial Manager and
TechnicalManager)
Bi-weekly
Strategic review Environmental, Social and Governance review continued
Page 19
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Taylor Maritime Investments Limited Annual Report and Audited Consolidated Financial Statements
ESG and climate governance continued
Policies and procedures
The Board has established a comprehensive set of policies
concerning the Group’s governance, to ensure strong corporate
ethics and sensible business values. The Group has few employees
and conducts a substantial part of its business through key service
providers, hence these service providers have been requested to
confirm their own policies and procedures, which are then cross-
checked with the Groups’.
Key policies include:
• Anti-Bribery and Corruption
• Code of ethics
• Modern slavery
• Whistleblowing
• Sanctioned and High Risk Jurisdictions
• Conflict of interest
• Prevention of tax evasion
• Diversity and inclusion (See page 26 for further details)
• End of vessel recycling policy (See page 24 for further details)
All the Group's policies have been approved by the Board and are
reviewed on an annual basis to ensure they include any recent
regulatory developments.
Anti-Bribery and Corruption
The Group takes a zero-tolerance approach to bribery and
corruption, in adherence to the UK Anti-Bribery Act 2010. A key
component of this approach is the Group's Commercial Manager's
membership of the Maritime Anti-Corruption Network, leading
industry efforts to enforce zero tolerance for facilitation payments
and corrupt practices. The network of over 165 shipping companies,
works collectively towards ending maritime corruption and
fostering fair trade.
Sanctioned and high-risk jurisdictions
The Group monitors the sanction regimes enacted by the UK, EU,
US and the UN. The Group and its service providers maintain strict
policies and do not carry out business with sanctioned parties. The
Group has worked closely with its Commercial Manager to ensure
charter parties exclude sanctioned parties.
KPI
FY22
Performance
Number of calls at ports in countries that have the
20 lowest ranking in Transparency International’s
Corruption Perception Index
3
Whistleblowing
The Group is committed to creating an ethical, safe and transparent
working environment. A whistle-blower is defined as an employee
who reports an activity or occurrences that they consider to be
illegal, unethical, or inappropriate. Employees are aware of the
appropriate action and channels by which to communicate such
activity. The Group's whistleblowing policy is updated annually.
Modern slavery and human trafficking
The Group is opposed to all forms of modern slavery and strives to
conduct business in a responsible and ethical manner. The Group’s
policy and procedures with respect to modern slavery and human
trafficking are included in the Group's Modern Slavery Act
statement. The statement is reviewed by the Board annually and
can be found on the Company’s website.
Criminal Finances Act
The Group has a zero tolerance commitment to preventing persons
associated with it from engaging in criminal facilitation of tax
evasion. The Board has satisfied itself in relation to its key service
providers and the Executive Team that they have reasonable
provisions in place to prevent the criminal facilitation of tax evasion
by their own associated persons and will not work with service
providers who do not demonstrate the same zero tolerance
commitment to preventing persons associated with them from
engaging in criminal facilitation of tax evasion.
Industry & legislative engagement
Engagement with third parties and industry groups is paramount in
the shipping industry. Both the Group and its service providers
interact with a number of stakeholders on a daily basis.
The Group is an active participant and contributor to several
industry associations. These bodies are tackling some of the key
challenges the shipping industry faces and require collaborative
efforts and a platform for regulatory authorities, asset owners,
operators, charterers to interact and tackle some of the most
pressing industry challenges. These associations include the
following:
• The Neptune Declaration on Seafarer Wellbeing and Crew Change
• Getting to Zero Coalition, Global Maritime Forum
The Group's interests are represented through its Commercial
Manager at the following associations:
• Hong Kong Shipowners Association
• Intercargo
• Maritime Anti-Corruption Network (“MACN”)
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Taylor Maritime Investments Limited Annual Report and Audited Consolidated Financial Statements
Climate related risks and risk management
Risk identification and assessment
The Group's approach to climate-related risk management is
aligned with the priorities set out by the Task Force on Climate-
related Financial Disclosures (“TCFD”).
The Group has integrated climate-related risks into the overall Risk
Management process outlined on pages 29 -30, which is a key agenda
point in the quarterly ESG & Engagement Committee Board meeting.
The Group's comprehensive risk assessment procedures are well-
designed to detect and manage climate-related company-wide
risks that might have a substantial impact on the business.
The Group's risk evaluations focus on both physical and transition
climate threats as well as their financial implications. These risks
are categorised under three different time horizons:
• Short-term: <3 years
• Medium-term: 3 - 10 years
• Long-term: >10 years +
Business hazards associated to climate change are assessed at
Board level, based on input from a number of internal and external
sources (e.g. industry risk assessment, market-based risks,
customers, the Board, investors, and other stakeholder feedback).
Output of risk assessment
Transition
risks Risk & opportunity drivers Time horizon Potential impact on business
Policy &
legal risks
• Vessel decarbonisation regulations: coming into play from 2023,
with carbon intensity requirements tightening year on year;
• Market-based Greenhouse Gas (“GHG”) measures:
implementation of ETS ("Emissions Trading Systems") or a
carbon levy on fuel. Vary between geographies and starting
to incorporate the shipping industry;
• Enhanced ESG reporting obligations: increasingly stringent
disclosure required for ESG data and various reporting frameworks.
Medium-term • Speed of regulation shift poses challenges to
mid/long term business planning;
• Increased operating costs: higher compliance
costs, funding fleet retrofits to meet
decarbonisation targets and capital required for
emissions.
Market
risks
• Shifts in agricultural production (increased demand due
to population growth and changing supply patterns due to
weather events);
• Changing customer requirements and demand for more
‘locally’ produced goods;
• Decreased demand for fossil fuel products (i.e. coal);
• Increased demand for low emission/carbon neutral
transportation.
Long-term • New contractual arrangements and business
model with customers may be required.
Technology
risks
• Ability of new technology to be fit for purpose Long-term • Capex risk, need to link capex to longer term
customer commitments.
Energy
source
• Use of lower-emission sources of energy and phasing out of
fossil fuels.
Long-term • Reduced exposure to GHG emissions and therefore
less sensitivity to changes in cost of carbon;
• Challenges associated with returns on
investment in low-emission technology;
• Increased capital availability (e.g. as more investors/
customers favour lower-emission transport);
• Reputational benefits resulting in increased
demand for services.
Reputational
risk
• Stigmatization of the shipping sector/stakeholder concern
over shipping companies’ contribution to climate change.
Long-term • Reduced revenue from decreased demand for
goods/services.
Physical Risks Time-frame Potential impact on business
• Increased severity and frequency of extreme
weather events e.g. Cyclones, hurricanes, floods,
droughts, and associated geographical shifts in
agricultural production;
• Long-term risk of increased sea level rising.
Medium-term • Disruption to vessel operations;
• Disruption to available cargoes;
• Insurance impact;
• Increased repair and maintenance costs.
Risk Mitigation & Resilience
The Group engages with its broader stakeholder groups (pages 27 – 28) on managing and mitigating climate-related risks, including active
participation in industry bodies specifically tackling decarbonization and the transition to zero-carbon fuels, such as the Getting to Zero Coalition.
Risk type Mitigations & building resilience
Transition • Divestment of less efficient vessels – gradual fleet renewal with younger, more efficient ships;
• Ongoing preparation for environmental regulations compliance;
• Extensive fleet retrofitting programme in place to adopt energy-efficient technologies;
• Supporting the development of zero-carbon fuels and vessels through industry collaboration/bodies;
• Voluntarily offsetting shore-side emissions;
• Engagement with broader stakeholders and customers on decarbonisation efforts.
Physical • Engagement of competent technical managers with robust planned maintenance programmes to ensure vessels are
resilient when exposed to adverse conditions;
• Adoption of latest technology routing and weather systems, enabling the avoidance of dangerous weather events.
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Taylor Maritime Investments Limited Annual Report and Audited Consolidated Financial Statements
Bulk Carrier
Crude tanker
Products tanker
Chemical tanker
LPG Tanker
LNG tanker
Refrigerated Cargo
General Cargo
Container ship
Rail Freight
Vehicle Transport Ship
Ro-Ro Ferry
All HGVs
Van (BEV)
Large Ropax ferry
Vans (Diesel/Fuel)
Freight flights
- 0.2 0.4 0.6 0.8 1.0 1.2
kg CO
2
e
Source: UK Government 2021 Emission factors for GHG Reporting
Environmental approach
Industry landscape:
90% of global trade by volume moves by sea and there is no more
efficient way than shipping to move bulk commodities on a per
tonne basis. Nevertheless, the maritime industry accounts for just
under 3% of the world’s annual GHG emissions.
While responsible for ~3% of global emissions, shipping remains a
very carbon efficient mode of transport with a much lower carbon
footprint per unit transport work when compared to other modes of
transport such as air freight and trucking.
With the world transitioning towards a zero-carbon future, our chosen
asset class – geared bulk carriers – will continue to play an integral
part in commodity supply chains for decarbonising economies.
Most of the cargoes carried on Group handysize ships are non-
fossil fuel related, focusing instead on food supply, basic materials
for housing and public infrastructure, and recycled metals. The
Handysize asset class has a relatively limited exposure to carriage
of thermal coal (less than 3% of cargo carried on average) and the
Group intends to entirely phase out carriage of this cargo on its
vessels over time.
Industry targets:
In 2018, the principal international body governing shipping, the
International Maritime Organisation (“IMO”), committed to industry
wide GHG targets:
• Reduction in the global fleet’s carbon intensity (CO
2
per tonne
mile), of at least 40% by 2030 and 70% by 2050 (vs 2008
baseline);
• Absolute reduction in total GHG emissions by 50% (from a 2008
baseline); and
• Full fleet decarbonisation by 2100 at the latest.
Decarbonisation regulatory developments:
The IMO adopted new Marine Pollution (“MARPOL”) amendments
requiring ships to combine both technical and operational
measures to meet the IMO’s 2030 carbon intensity reduction
targets. In addition to new IMO regulations, the global shipping
industry will also be exposed to regional market-based measures
related to carbon emissions.
The IMO regulations are a positive step change in terms of setting
out a clear regulatory path to achieving industry targets however it
is the Group's hope that the IMO will tighten these targets to align
with a net-zero by 2050 target, designed to limit global warming to
1.5 degrees over pre-industrial levels.
Freight transport emissions comparison by tonne/km
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Taylor Maritime Investments Limited Annual Report and Audited Consolidated Financial Statements
Environmental approach continued
Industry progress towards decarbonisation targets
Under the Energy Efficiency Operational Indicator (“EEOI”) metric,
the global fleet has already reduced its carbon intensity by over
20% relative to 2008 as of 2018, leaving a further 20% reduction to
hit the IMO’s minimum 40% reduction target by 2030. The dry-bulk
asset class already represents the most efficient vessel in terms of
carbon intensity; however, the Group believes there is still significant
progress to be made to achieve both intensity and absolute
emissions reduction.
Decarbonisation roadmap
The Group is constantly searching for new ways to minimise its
environmental impact by enhancing fleet operations and reducing
GHG emissions. The Group is committed to helping decarbonise
the industry through innovation and collaboration – with customers,
financiers, other shipowners, and industry associations and
decarbonisation forums.
A more urgent pace of change is required to respond to the climate
crisis, which is why the Group has joined 150 other Getting to Zero
Coalition members in signing the ‘Call to Action for Shipping
Decarbonisation’, calling for a more ambitious long-term target of
zero carbon emissions by 2050. The Group has clearly defined a
set of near-term initiatives to achieve its decarbonisation goals:
Short-term
Present - 2030)
• Fleet energy efficiency gains;
• Full compliance with environmental
regulations;
• Interim lower emissions fuels e.g. biofuels.
Mid-term (2030+) • Reduce our fleet GHG emissions in line
with or exceeding the current IMO targets
of 40% carbon intensity reduction by 2030;
• Commence adoption of zero-carbon or
alternate fuels (once technically viable
and safe).
Long-term
(2050)
• Operate a net-zero carbon fleet.
Principles in achieving our decarbonisation objectives
Working with customers
The Group cannot achieve net-zero carbon goals without the
shared vision, cooperation, and co-investment of its customers
towards decarbonising the supply chain.
Working with bodies across and outside of the industry
The Group recognises the need to be engaged with shipping
industry associations and decarbonisation forums to create
momentum to decarbonise shipping. The Group is a member of
the Getting to Zero Coalition and a signatory to its Call to Action for
full decarbonisation of the shipping sector.
Transparency and accountability
The Group will continue to report its emissions using recognised
frameworks as well as reporting progress against tangible actions.
Environmental performance
The Group measures the fleet’s energy consumption and emissions
on an ongoing basis and aims to report emissions at least annually,
using FY22 performance data as the baseline against which to
report progress against going forward:
KPI Metric
FY22
Performance
Gross Scope 1 emissions 4,119
- Off-hire fuel consumption Metric Tonnes (“Mt”) CO
2
4,115
- Office-related emissions Mt CO
2
4
Scope 2 emissions Mt CO
2
2
Gross Scope 3 emissions: Mt CO
2
265,714
- Fuel consumption whilst
on charter
Mt CO
2
265,684
- Corporate business travel Mt CO
2
30
% Very Low Sulphur Fuel
Oil (“VLSFO”)
Percentage (%) 88.6%
EEOI (fleet average) Grams of CO
2
/tonne
of cargo. nautical mile
(“GCO
2
/t--nm”)
11.96
Average Efficiency Ratio
(“AER”) (fleet average)
Grams of CO
2
/dwt.
nautical mile (“GCO
2
/
dwt.nm”)
7.23
The EEOI metric is a useful representation of the fleet’s average fuel
efficiency and emissions, showing the CO
2
emissions per unit of
transport work within a given period. A lower EEOI is indicative of a
more efficient vessel (all variables being equal). In FY22 the fleet
average EEOI was 11.96.
The AER metric represents the ratio of annual total CO2 emission
per deadweight capacity and nautical mile (distanced travelled).
The AER metric uses the vessel’s deadweight capacity as a proxy
for actual cargo carried. In FY22 the fleet's average AER was 7.23.
The Group's current target is to reduce the fleet's carbon intensity
and remain within the current IMO decarbonisation trajectory.
The fleet is on time-charter and therefore a substantial proportion
of the Group's emissions associated with fuel combusted onboard,
lies within Scope 3 emissions. Charterers give orders for
employment of the vessel, are responsible for the purchase of fuel,
and have direct operational control of the vessel, influencing the
routing and speed.
A small proportion of the total fuel volume consumed onboard is
consumed whilst ‘off hire’, and therefore lies within Scope 1
emissions. This scenario occurs when vessels are taken out of
service for dry-dockings or repairs, deviate for crew changes or
undertake ballast voyages to the next load port for charterers to
commence a charter.
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LED Lighting
Fuel oil
Additives
PBCF
Fuel oil homogenisers
Wake
equalising ducts
Variable frequency drive
High-performance paints
Autopilot upgrade
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Taylor Maritime Investments Limited Annual Report and Audited Consolidated Financial Statements
Environmental approach continued
Initiatives to directly meet decarbonisation targets
1) Operational and technical efficiencies on existing fleet
The Group, in collaboration with its Technical Managers' dedicated
emissions team, continually monitors the fleet's energy efficiency and
GHG emissions, resulting in adjustments and improvements to vessel
operations to increase fuel efficiency and reduce emissions.
Operational measures to reduce emissions include use of advanced
weather routing systems, increased frequency of hull cleaning and
propeller polishing to remove marine bio build up and reduce drag.
2) Adopting energy-efficiency technologies
The Group invests in retrofitting a range of energy efficiency devices
to the fleet (including newly acquired vessels), including:
• energy efficiency monitoring systems – real time monitoring of
fuel consumption and torque, allowing real time diagnostics and
adjustments to vessel operation;
• propeller boss cap fins (“PBCF”) – create more efficient propeller
vortex, reducing drag;
• advanced hull coatings – allow smoother surface for longer and
reducing friction;
• LED lighting – replacing conventional lighting across the vessel;
• engine power limiters – capping fuel consumption and therefore
top speed;
• air lubrication systems; and
• wake-equalising ducts – optimise the flow of water to the propeller,
enabling vessels to sail at the same speed with less power.
A combination of these technical measures will result in a lower
fuel consumption of the fleet.
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Taylor Maritime Investments Limited Annual Report and Audited Consolidated Financial Statements
Environmental approach continued
FY22 progress:
The Group's fleet retrofitting programme commenced in FY22, with
notable progress made throughout the year. Four vessels went into
drydock allowing for the installation of energy saving devices such
as boss-cap fins, LED lighting and wake-equalising ducts. Vessels
within the fleet will enter drydock in FY23 giving a window of
opportunity for energy saving devices and retrofits to be installed.
3) Piloting new technologies and alternate fuels:
The Group will contribute its know-how, vessel assets, and financial
resources to real world trials with customers and developers of
promising low/zero carbon technologies and fuels.
4) Environmentally aligned vessel Investment/Divestment Strategy:
Any vessel acquired is subject to extensive checks to assess its
current condition and the steps needed to bring it up to targeted
technical and energy efficiency standards, including the retrofit
options. The Group's starting point is to prioritise acquisition of
vessels of well known, high quality and efficient designs, built in
Japan.
Air Quality
KPI Unit
FY22
Performance
Nitrogen Oxides (“NOx”) Mt 4,907
Sulphur Oxides (“SOx”) Mt 785
In 2020, the IMO introduced new sulphur cap legislation reducing the
maximum sulphur content of marine fuel from 3.5% to 0.5%. The
entire Group fleet is within compliance of the 2020 rules, having
achieved 100% adoption of Very Low Sulphur Fuel Oil (“VLSFO”).
NOx emissions are generated from the combustion of marine fuels,
by the reaction of nitrogen and oxygen gases during the fuel
combustion process. SOx and NOx emissions closely correlate
with fuel consumption and associated CO
2
emissions.
The Group's long-term target is to achieve zero SOx and NOx
emissions by 2050, in line with the Group net-zero carbon target.
End of vessel life recycling policy
Based on the average age of the existing portfolio the Group does
not expect to own vessels due for recycling in the near future.
Nonetheless the Group is committed to follow the practices of the
Hong Kong International Convention for the Safe and Environmentally
Sound Recycling of Ships, 2009, the EU Ship Recycling Regulations
and the Basel Convention, as set out in the Group’s Recycling Policy.
Marine biodiversity and pollution
Ballast Water Management
100% of ballast water on Group vessels is processed through
Ballast Water exchange or Ballast Water Management Systems
(“BWMS”). In compliance with the International Ballast Water
Management Convention, aimed at conserving marine biodiversity,
by 31 March 2022 69% of Group vessels were fitted with BWMS,
with the majority of the remaining vessels being fitted by the end of
2022.
100% of the fleet use environmentally friendly lubricants or positive air
pressure systems removing the lube oil/seawater interface entirely.
KPI Unit FY22 Performance
BWMS installed % 69%
Ballast Water Exchange % 31%
Reducing our plastic consumption onboard
During the last year a “Plastics Free” campaign commenced roll-out
across the fleet, with mineralised water fountains and reusable
water bottles successfully installed and distributed fleet-wide,
saving 15,000 plastic bottles from being used and disposed of
onboard annually.
The Group’s vessels have been involved in trialling the EYESEA app
which enables the collection of anonymous data used to map the
problem of ocean pollution, whether from plastic, oil, fishing nets,
or wrecks. Crews are encouraged to report marine pollution, and
the data assists governments and volunteers in either stopping the
problem at source or coordinating clean-up efforts.
Garbage
Garbage compactors have been installed on 100% of Group
vessels.
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Taylor Maritime Investments Limited Annual Report and Audited Consolidated Financial Statements
Social approach
The shipping industry is subject to several social challenges
including physical health, safety and mental wellbeing of crew (who
are often at sea for extended periods of time), as well as ongoing
COVID-19 related restrictions limiting crew changes at ports.
In close partnership with the Group's technical managers, who are
responsible for arranging crewing, the Group is committed to
making vessels safe and attractive workplaces for seafarers, to
promote diversity and equality of opportunity and to engage with
communities where the Group operates.
Health and safety
The Group, alongside its technical managers, has created a strong
safety culture both onshore and offshore, exceeding regulatory
standards. The Group has three key objectives:
1) Zero fatalities
2) Zero injuries
3) Create a culture of sharing lessons from incidents/near misses
The Group's technical managers have implemented a collection of
comprehensive safety procedures, policies, and protocols on-board
vessels, helping the crew mitigate the daily risks faced during
vessel operations. Vessel safety performance is monitored by
collecting and tracking performance against a comprehensive list
of industry KPIs and ensuring that any significant incidents are
reported upon with follow up actions taken.
KPI FY22 Performance
Lost Time Incident Rate (“LTIR”) 0.85
No. of marine casualties, percentage
classified as very serious
0
No. of Conditions of Class or
Recommendations
0
Port State Control (“PSC”) Deficiencies ratio 1.21
Incidents and Injuries
In FY22, the Group registered three lost-time shipboard injuries in
over 3.5 million working hours, resulting in an LTIR of 0.85.
Vessel Safety Ratings
Ten of the Group’s ships have now been “QUALSHIP 21” certified by
the United States Coast Guard, a programme which recognises
and rewards vessels and shipowners for their commitment to
safety and quality.
Safety onshore
Safety onshore is also of paramount importance and the Group
endorses safety procedures at offices and when travelling on
behalf of the business. This includes work-station safety
procedures, first-aid trained employees at all offices and medical
insurance covering employees when travelling abroad.
COVID 19
COVID-19 related restrictions continue to pose a major challenge to
the wellbeing of the global merchant seafaring community. As
many as 400,000 seafarers were stranded around the world during
the onset of the global pandemic, with some forced to remain on
vessels for up to two years. Disproportionate quarantine and travel
restrictions exist for seafarers, despite measures in place for
infection control and in certain areas, seafarers are denied access
to medical facilities.
The Group's technical managers have been involved in concerted
efforts to seek options to arrange crew changes wherever possible,
if necessary diverting vessels to ports which are open to crew
transits at a particular time, at additional expense to the Group as
the shipowner.
The Group has worked closely with its technical managers to
ensure crew members have received vaccines, prioritising one
dose vaccines where feasible, as well as a full fleet roll out of
medical oxygen concentrators on-board. Over 90% of all crew on
board have received COVID-19 vaccines and the majority of crew
are now vaccinated before joining a vessel.
The Group’s Commercial Manager became a signatory to the
“Neptune Declaration” and industry initiative calling for “key worker”
status for seafarers globally.
Security at sea
The dry-bulk shipping industry by nature is exposed to a wide-range
of ports/countries to access communities often located remotely,
delivering much-needed cargoes for their livelihoods. The Group and
its commercial and technical managers monitor the positions of
vessels closely and ensure necessary security steps are taken if
vessels enter high-risk waters or ports (e.g. threat of piracy, thieves).
There are certain high-risk areas through which our vessels transit,
including the Persian Gulf, the Gulf of Aden, the Gulf of Guinea, the
Malacca Strait and more recently, the Black Sea. Measures include:
• Crew safety briefings before entering high-risk ports;
• Enhanced around-the clock deck inspections;
• Anti-piracy equipment; and
• War risk insurance cover.
Seafarer welfare and mental health
At the same time, in line with the Group’s policy, measures have been
taken to improve quality of life and protect the health of crews aboard
the Group’s vessels. The Group adheres to the Maritime Labour
Convention (2006) regulating working hours and welfare standards
for crew.
The Group has worked hard with its technical managers to
implement crew welfare initiatives, including:
• Onboard wellbeing: healthy menu plans, mentoring, sharing best
practice;
• Access to 24/7 radio medical helpline, giving medical advice to
seafarers whilst at sea; and
• Provision of enhanced high speed broadband capability, allowing
better and more frequent communications with their families ashore.
Strategic review Environmental, Social and Governance review continued
Female
Male
50% 50%
Female
Male
25%
75%
Female
Male
50% 50%
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Taylor Maritime Investments Limited Annual Report and Audited Consolidated Financial Statements
Social approach continued
Diversity and inclusion
The Board is committed to creating a diverse and inclusive
environment where everybody’s contribution is appreciated and
their voices are heard. The Board believes that variety in gender,
age, ethnicity, and personal traits, among other things, contributes
to a more balanced and successful team.
Board nominees are chosen on the basis of merit and a set objective
criteria. The Board is dedicated to being non-discriminatory and
believes in offering equal opportunity to everyone. This is stated in
the Company Diversity & Inclusion Policy, which is reviewed annually.
The Company's Board consists of three different nationalities, has
75% female independent directors and the Board and the Group
personnel consist of 50% female members. For further details on
Board member’s profiles, please refer to page 33.
The Group’s employees are based primarily in London, Singapore
and Guernsey, consisting of eight employees, spanning five
nationalities. Of these eight, four form the Executive Team (see
page 34 for their profiles).
The COVID-19 pandemic and recent crisis in Ukraine has presented
a variety of challenges for the crew supply sector. The Group is
working with its Technical Managers on maintaining a diverse
crewing strategy across the fleet, as well as promoting opportunities
for female seafarers on board. In FY22, there were over twenty
nationalities present on-board Group vessels, and the first female
officer cadet was welcomed onboard.
Training and development
The Group, in close collaboration with its technical managers, has
agreed to sponsor cadet training programmes on-board Group
vessels, giving crew the required sea-time and training to progress
in their rankings.
The Group's technical managers also provide onshore training and
seminars for officers and crew to promote safety culture.
Community engagement
The Company has allocated a budget of US$200,000 per annum in
support of welfare and community initiatives.
Earlier this year the Commercial Manager became a signatory to
the “Neptune Declaration on Seafarer Wellbeing and Crew Change”,
an industry initiative of more than 850 companies calling for “key
worker” status for seafarers globally, and for facilitation of crew
changes and air connectivity between key maritime hubs.
Also see Appendix – ESG Data Summary on pages 88 to 91.
TMI Board TMI EmployeesTMI Independent Board Members
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Taylor Maritime Investments Limited Annual Report and Audited Consolidated Financial Statements
Section 172
Whilst directly applicable to companies incorporated in the UK, the
Board recognises the intention of the AIC Code that matters set out
in section 172 of the Companies Act, 2006 are reported. The Board
strives to understand the views of the Group’s key stakeholders and
to take these into consideration as part of its discussions and
decision-making process.
Whilst the primary duty of the Directors is owed to the Company as
a whole, all Board discussions involve careful consideration of the
longer-term consequences of any decisions and their implications
for stakeholders. Particular consideration is given to the continued
alignment of interests between the activities of the Company and
those that contribute to delivering the Board’s strategy, which
include the Executive Team, the Company Secretary, recipients of
the Company’s capital and providers of long-term debt finance.
The Board’s commitment to maintaining high-standards of
corporate governance; its policy for active shareholder engagement,
combined with the Directors’ duties enshrined in Company law; the
constitutive documents; the Disclosure Guidance and Transparency
Rules; and the Market Abuse Regulation, ensure that Shareholders
are provided with frequent and comprehensive information
concerning the Company and its activities.
Group engagement with stakeholders
The Board of Directors recognise their individual and collective duty
to act in good faith and in a way that is most likely to promote the
success of the Company for the benefit of its members as a whole,
whilst also having regard, amongst other matters, to the Company’s
key stakeholders and the likely consequences of any decisions
taken during the year.
Below we have identified our principal stakeholder groups, how we
engage with these stakeholders, the outcome of these
engagements and how this impacts our Group strategy and
performance, operational matters, financing strategy, dividend
policy and our ESG strategy.
Internal/
External Stakeholder Group Engagement and key outputs Engagement Channel
External
Shareholders/Investors The Board and Executive Team hold meetings and regularly
engage with our shareholders and investors on the
robustness of our company strategy, our ESG priorities and
our performance.
Our two-way communication with our investors/shareholders
means that they are able to provide useful challenges and
feedback, and in turn we provide them with the information
needed to make informed investment decisions.
Maintaining close engagement with our shareholders on
Group strategy and ESG priorities is of paramount importance
to us. We take onboard feedback from our investors
regarding performance expectations, dividend policies and
ESG strategies and ensure that these are met as a minimum
requirement.
The Directors will attend the first Annual General Meeting on 7
September 2022 to meet with the shareholders and to answer
any questions they may have.
• Annual, Interim & Quarterly
reporting
• Annual General Meetings
• Individual investor and
analyst meeting/calls
• Press releases
• Website updates
Service Providers We work closely with our service providers, including our
commercial and technical managers, inputting into ESG
projects, vessel decarbonisation strategy and environmental
policy compliance and overall smooth operations of the fleet.
Our joint ‘ESG Taskforce’ provides a collaborative touch point
for us to work on these initiatives, driving our collective ESG
agenda and implementation and tracking of KPIs.
For more detail on the activities of the Taskforce, please refer
to page 18.
• Daily contact regarding the
commercial and technical
management of Group
vessels
• Bi-weekly joint ‘ESG
Taskforce’
Customers Together with our Service Providers we maintain close
relationships with our customers, ensuring our vessels are
leading in terms of performance and service.
We seek regular feedback from our customers to ensure we
are constantly improving our customer offer.
• Day-to-day chartering
enquiries and fixing
• Informal meetings
• Customer events
• Service feedback
Administrator, professional
advisors
Close engagement with our administrator and our
professional advisors allows us to keep abreast of regulatory
developments and advice on the appropriate way in which we
should respond.
• Ongoing communication
andweekly touch-points
Strategic review
Stakeholders report
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Taylor Maritime Investments Limited Annual Report and Audited Consolidated Financial Statements
Group engagement with stakeholders continued
Internal/
External,
continued Stakeholder Group, continued Engagement and key outputs, continued
Engagement Channel,
continued
External
Corporate Broker, PR advisor Our PR advisors and corporate broker provide us with key
advice on capital markets strategy, and investor priorities
including around ESG.
• Ongoing communication and
weekly touch-points
Communities The Group and its Service Providers recognise the need to
provide positive social impact to communities and operate in
a responsible and ethical way.
We continually look for organisations to support and local
initiatives which align with our values.
• Active participation in
seafarer communities
through training programmes
• Supporting charitable
initiatives that align with our
values
Regulators and authorities The Group and its Service Providers contribute to the wider
shipping community and play a role in the international
dialogue with legislators and other industry bodies.
We ensure the Group is compliant with all existing
regulations, and engage with professional advisers with
regards to any future regulations impacting the Group.
• Formal meetings
Industry Associations and
bodies
The Group and its Service Providers participate actively in
several industry associations bodies, spanning seafarer
welfare efforts, decarbonisation alignment and general
shipping forums.
• Industry coalitions
• Industry association
membership
Internal
Board of Directors Our Board is ultimately responsible for setting the strategic
direction of the Group and monitoring performance.
The Nomination and Remuneration Committee has
responsibility to assist with the composition of the Board,
performance of Board members, induction of new directors,
appointment of committee members and succession
planning for the directors and other senior executives.
• Quarterly Board meeting
• Quarterly Board committee
meetings
Group Employees The Executive Team and their support teams are key to our
success and we want them to succeed both as individuals
and as a team.
The Executive Team has responsibility for employee
engagement within the Group. There are eight employees
within the Group, including the Executive team.
The Executive Team strive to maintain a fair and equal
workplace, as well as providing the opportunity for employees
to grow and develop.
The Executive Team maintain an open-door policy with all
employees.
• Town hall meetings
• Daily interactions between
colleagues and management
• Training programs
• Open-door policy
Page 29
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Taylor Maritime Investments Limited Annual Report and Audited Consolidated Financial Statements
Strategic review
Statement of principal risks
and uncertainties
Risks and uncertainties
The Board is responsible for and has in place a rigorous risk management
framework and risk matrix to identify, assess, mitigate, manage and
review and monitor those risks. This is all reviewed at least twice a year
by the Board, in conjunction with the Risk and Audit Committee, and on
a much more frequent basis by the Executive Team.
The Board has categorised the risks the Group faces into four
broad areas Market Risks, Operational Risks, ESG Risks as well as
Financial Risks, and have carried out a robust assessment of each
risk area and its potential impact on the performance of the Group
including risks that would threaten its business model, future
performance, solvency and liquidity.
The Board pays regard to any emerging risks. The Board is constantly
alert to the identification of any emerging risks, in discussion with the
Executive Team. The Board will then assess the likelihood and
impact of any such emerging risks, and will discuss and agree
appropriate strategies to mitigate and/or manage the identified
risks. Emerging risks are managed through discussion of their
likelihood and impact at Board meetings at least twice a year. Should
an emerging risk be determined to have any potential impact on the
Group, appropriate mitigating measures and controls are agreed.
The Board considers there are two main emerging risks facing the
Group. These are:
• regulation to combat the impact of climate change and the
speed of its implementation.
• ongoing market and economic risks arising from global market
instability and high inflation following the COVID-19 pandemic and the
war in Ukraine which affect shipping and the global economy directly.
In respect of the Group’s system of internal controls and reviewing
its effectiveness, the Directors:
• are satisfied that they have carried out a robust assessment of
the emerging and principal risks facing the Company and the
Group, including those that would threaten its business model,
future performance, solvency or liquidity; and
• have reviewed the effectiveness of the risk management and internal
control systems including material financial, operational and
compliance controls (including those relating to the financial reporting
process) and no significant failings or weaknesses were identified.
Strategic review Statement of principal risks and uncertainties continued
Principal risks
The key risks which the Board considers have been faced by the Group during the financial period are detailed in the table below.
Page 30
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Taylor Maritime Investments Limited Annual Report and Audited Consolidated Financial Statements
Risk/Description Control / Mitigation
Market Risk
Downturn in global demand for shipping – the demand
for shipping may decline either because of a reduction in
international trade or decline in world GDP having an impact
on the achievable charter rates and the resale value of
vessels.
Impacts our Acquisition and Income Strategy
Diversification of fleet and Charter lengths and Charterer quality – This risk
cannot be mitigated but the impact can be reduced by diversification of the age
and type of vessels in the fleet; and by good research into market and technical
developments within shipping to anticipate future demand and supply. In
addition, controls are in place to ensure careful management of charter income
by both quality of charterer and also by duration of fixed term charters.
Market, ESG and Governance Risk
Change in regulation as the shipping industry moves
to reduce GHG emissions – with increasing momentum
towards zero carbon shipping through rules and market-
based measures, some of the fleet may be rendered less
competitive or obsolete over time.
Impacts our Acquisition Strategy and Sustainability
Strategy
Reduction of existing fleet emissions and research into new low emissions
technology – This risk is mitigated through acquisition of relatively fuel-efficient
vessels, and through working with the commercial and technical managers
to reduce the GHG intensity of existing fleet via technical and operational
measures.
Implementation of regulation and market-based measures may be phased in
over several years, providing an opportunity to manage the impact gradually by
spread of scheduling of dry dockings to enable controlled upgrades. The Group
is heavily engaged within the industry and in cross industry efforts to develop
low/zero carbon ship solutions.
ESG and Governance Risk
Pollution Damage – the Group may be exposed to substantial
risks of loss, including financial loss and reputational
damage, from a vessel owned by the Group being involved
in an incident of environmental damage, contamination or
pollution.
Impacts our Income and Sustainability Strategy
Pollution Damage mitigation measures – The Company has established
an ESG and Engagement Committee to oversee ESG matters including the
performance of our vessels’ commercial and technical management, to
mitigate the risk of non-compliance with regulations leading to a breach of
environmental regulations.
All of the Group’s vessels comply with regulations set out by the International
Maritime Organisation and coastal states.
The Group ensures that a proactive safety culture is promoted by the technical
managers, reducing the risk of accidents and pollution. In the event that
pollution does occur, vessels are adequately insured through Protection and
Indemnity mutual clubs for environmental loss.
Operational and ESG and Governance Risk
Non-compliance with safety standards and crew welfare
standards – if high standards of safety and crew welfare are
not upheld on each vessel a major incident could occur which
would be damaging reputationally for the Group, lead to
financial loss and potentially make Group vessels unattractive
workplaces for seafarers.
Impacts our Sustainability Strategy
Non-compliance with safety and crew welfare standards – The safe operation
of the Group’s vessels are governed by the International Safety Management
code, and it is the responsibility of the technical managers to comply with all
applicable rules and regulations.
In addition it is central to the Group’s culture to promote seafarer welfare above
and beyond regulatory compliance. In particular, during the COVID-19 global
crew change crisis, the Group is committed to finding solutions to repatriate
seafarers who have reached the end of their contract as soon as possible, and
to enhance levels of welfare to those seafarers on board.
The technical managers' respective safety records are reviewed quarterly by the
ESG and Engagement committee.
Financial Risk
Liquidity Risk – the income of the Group is subject to
variation and a significant downturn in the charter spot rate
could mean a significant shortfall in cash.
Impacts our Income Strategy
Liquidity requirement modelling – The Group models under various stress tests
the future liquidity depending on various market charter rates and ensure it
keeps appropriate cash buffers. In addition, the Group has a secured Revolving
Credit Facility to meet any temporary cash flow shortfalls.
Page 31
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Taylor Maritime Investments Limited Annual Report and Audited Consolidated Financial Statements
Going concern
The Group has considerable financial resources, and after making
enquiries, the Directors, at the time of approving the Consolidated
Financial Statements, have a reasonable expectation that the
Group has adequate resources to continue in operational existence
for a period of at least 12 months from the date of approval of
these Consolidated Financial Statements.
In June 2021, the Group successfully completed the deployment of
the proceeds raised at IPO and subsequently in August, successfully
completed the deployment of the proceeds raised at the Placing in
July 2021. The portfolio of vessels is expected to generate enough
cash flows to pay on-going expenses and returns to Shareholders.
As part of their considerations of the appropriateness of adopting
the going concern basis, the Directors have considered the cash
position, the performance of the portfolio and they have carried out
a robust assessment of the Group’s solvency and liquidity position
using a scenario analysis on possible outcomes.
The Board also consider the factors that may impact future
performance, such as ongoing market and economic risks of the
COVID-19 pandemic and the war in Ukraine which directly affect
shipping and the global economy. The Board will continue to
monitor these events, however, at this stage they are not expected
to significantly impact the performance of the Group. See the
“Market review” section on page 11 for further details.
Following the assessments and considerations detailed above, the
Board have concluded that it is appropriate to adopt the going
concern basis in the preparation of these Consolidated Financial
Statements, as the Group has adequate financial resources to
meet its liabilities as they fall due for at least the 12 month period
from the date of the approval of the Consolidated Financial
Statements.
Viability statement
The Board has evaluated the long-term prospects of the Group,
beyond the 12 month time horizon assumption within the going
concern framework.
The Directors have selected a three-year window for evaluating the
potential impact to the Group on the following basis:
1. A key risk facing the Group is a downturn in the global demand
for shipping, this in turn will be driven by global macro-economic
factors which are difficult to model beyond the medium term.
Changes in the economic landscape would impact the value of
the fleet as well as the likely charter income.
2. Changes in regulation to meet the demands of climate change
are evolving rapidly, making longer term predictions difficult.
3. The Group revolving credit facility matures in 2024. The facility,
as planned, has been used to acquire assets and will be repaid
out of operational cash. The operational risk associated with this
strategy is within the 3 year time horizon.
4. The long-term charter contracts entered into by the Group tend
to be less than 3 years.
On a quarterly basis the Board routinely reviews the future financial
model of the Group for 36 months including daily cash breakeven,
liquidity and debt positions under both a base and a stress case
scenario. The key assumption in these models is the daily charter
rate which is modelled at various levels from the current average to
levels at plus or minus 50% to 60% from that rate. The results of
which are to establish any obvious stress points on the key metrics
of cash breakeven, liquidity and debt. There are no issues that may
impact the Group’s viability. The Group does not model a charterer
default as the TMI Group diversifies its income across a range of
charter counterparty to minimise the effect of any default.
As part of the review of the financial model the Board considers the
adequacy of the level of cash reserves held in respect of dry-
docking costs and replacement reserves and ring fences such
reserves to ensure that it maintains adequate cash levels to
maintain the future operations of the Group.
The Group employs modest gearing for cash flow purposes only,
the earnings scenarios outlined above look at the gross and net
debt position assuming no change in market value of the ships.
The Group’s ships are readily realisable in the market and the
Directors believe the Group would be able to sell ships from the
fleet to repay the loan facility if required. In addition, to breach Loan
to Value (“LTV”) covenants of the current facility would require a
substantial fall of 37% in the value of the ships in the collateral pool.
In such an eventuality, the Group has further ships which could be
added to the collateral pool if required.
Based on the assessments made and in the context of the Group’s
business model, strategy and operational arrangements set out
above, the Directors have a reasonable expectation that the Group
will be able to continue in operations and meet its liabilities as they
fall due over the three years to March 2025. For this reason, the
Board also considers it is appropriate to continue adopting the
going concern basis in preparing the Annual Report and
Consolidated Accounts as disclosed above.
This Strategic Review taken as a whole was approved by the Board
of Directors on 13 July 2022:
Nicholas Lykiardopulo
Independent Chair
Strategic review
Going concern and viability statement
Governance Governance continued
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Taylor Maritime Investments Limited Annual Report and Audited Consolidated Financial Statements
Governance
Governance
Page 33
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Taylor Maritime Investments Limited Annual Report and Audited Consolidated Financial Statements
Governance
Governance
Governance
Board of directors
Nicholas Lykiardopulo Independent Chair
Nicholas Lykiardopulo is a leading figure in the international
shipping business, with extensive experience in shipping,
commodities, and finance. At his family shipping business, Neda
Maritime, he advised on the completion of a total of US$3 billion in
purchases, disposals and financing of shipping assets, and in the
purchase and subsequent sale of two mid-size UK businesses. He
has also advised on numerous investments in financial products,
both on behalf of Neda as well as in his role as Director of The UK
Mutual Steamship Association of Bermuda. Nicholas is a Director
of BW Epic Kosan Ltd, the largest owner and operator of pressurized
LPG carriers and on the Board of Diorasis International SA, an
alternative Investment Advisory firm based in Luxembourg. He
holds an MA from Oxford University and is a Fellow of the Institute
of Chartered Shipbrokers.
Edward Buttery Chief Executive Officer
Edward Buttery joined the Supramax trading desk at Clarksons
shipbrokers in 2005 after attending Oxford University. He went on
to be a chartering manager at Pacific Basin between 2006 and
2008. He served as the Deputy COO of dry bulk shipping operator
Asia Maritime Pacific from 2008 to 2010. During this time he sat
the Institute of Chartered Ship broker’s examinations for which he
was awarded prizes including the President’s prize for best overall
results globally. Having gained a foundation in chartering he
embarked on a Masters degree in Shipping, Trade and Finance at
CASS Business school in London where he graduated with Merit.
From there he joined the shipping team at Nordea Bank, lending
senior debt to global shipping companies with a presence in Asia.
He left Nordea to begin the work to set up what would become
Taylor Maritime. Mr. Buttery was winner of the Seatrade Asia Young
Person of the Year award in 2017.
Christopher Buttery, Non-Executive Director
Christopher Buttery has over 40 years of experience in the shipping
industry. He graduated from University College, Oxford, with a
honours degree in Modern History and began his shipping career
with Jardine, Matheson & Company Limited followed by Continental
Grain. Chris later co-founded the original Pacific Basin business in
1987 with Belgian shipping partners which was listed on NASDAQ in
1994, and he was instrumental in re-establishing the current Pacific
Basin in 1998 with Paul Charles Over, which Goldman Sachs listed
on the HKSE in 2004. He held various Executive positions at Pacific
Basin including Deputy Chairman and Chairman until June 2007.
Mr. Buttery has been Non-Executive Director of Fleming Japanese
Smaller Companies Ltd, Ton Poh Emerging Companies Thailand,
and firstly Chairman and then Non-Executive Director of Epic Gas
Ltd. He is currently Chairman of Taylor Maritime, a Director of Swire
Bulk Shipping Pte (John Swire & Co), and a Director of the Hong
Kong Maritime Museum. He was a Trustee of the Hong Kong WWF
for ten years.
Trudi Clark Independent Non-Executive Director
Trudi Clark graduated in Business Studies and qualified as a
Chartered Accountant with Robson Rhodes in Birmingham before
moving to Guernsey with KPMG in 1987. After 10 years in public
practice, she was recruited by the Bank of Bermuda as Head of
European Internal Audit, later moving into corporate banking. In
1995 she joined Schroders in the Channel Islands as CFO. She was
promoted in 2000 to Banking Director and Managing Director in
2003. From 2006 to 2009, Ms. Clark established a family office,
specialising in alternative investments. In recent years she returned
to public practice specialising in corporate restructuring services,
establishing the Guernsey practice of David Rubin & Partners
Limited. Since 2018 Ms. Clark has concentrated on a portfolio of
Non-Executive Director appointments.
Trudi Clark other Listed Directorships: Balanced Commercial
Property Trust Ltd, The Schiehallion Fund Limited, River and
Mercantile UK Microcap Investment Company Limited and NB
Private Equity Partners Limited
Sandra Platts Independent Non-Executive Director
Sandra Platts is a resident of Guernsey and holds a Master’s in
Business Administration. Mrs. Platts joined Kleinwort Benson (CI)
Ltd in 1986 and was appointed to the board in 1992. She undertook
the role of Chief Operating Officer for the Channel Islands business
and in 2000 for the Kleinwort Benson Private Bank Group – UK and
Channel Islands. In January 2007, she was appointed to the
position of Managing Director of the Guernsey Branch of Kleinwort
Benson and was responsible for a strategic change programme as
part of her role as Group Chief Operating Officer. Mrs. Platts also
held directorships on the strategic holding board of the KB Group,
as well as sitting on the Bank, Trust Company and Operational
Boards. She resigned from these boards in 2010.
Sandra Platts other Listed Directorships: Mrs. Platts is a Senior
Independent Non-Executive Director at Sequoia Economic
Infrastructure Fund (FTSE 250) and a Non-Executive Director of
Marble Point Loan Financing Limited (listed on the Specialist Fund
Segment). She is a member of the Institute of Directors.
Helen Tveitan Independent Non-Executive Director
Helen Tveitan is Chairman and Chief Executive Officer of
Carisbrooke Shipping Holdings Ltd, a specialist owner/operator of
mini bulk and project cargo ships controlling a fleet of 32 ships.
From 2007 and prior to her CEO appointment, she served as Non-
Executive Director for the company. Ms. Tveitan has worked in the
shipping industry since 1992 and started her career in ship finance
with DVB Nedship Bank for whom she oversaw the opening of their
London office in 1996. From 2001 onwards, she has held several
positions as Finance Director for shipping companies, most notably
for Eastern Bulk between 2010 and 2017. Helen has served as Non-
Executive Director for Ardmore Shipping Corporation, a tanker
owner listed on NYSE, since 2018. She is an economist, having
graduated from Rotterdam’s Erasmus University in 1992.
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Taylor Maritime Investments Limited Annual Report and Audited Consolidated Financial Statements
Governance
Executive team
The Executive Team are responsible for the identification of
appropriate acquisition opportunities, conducting necessary due
diligence and making recommendations to the Board. The Executive
Team will also monitor the performance of the Group’s portfolio and,
in liaison with the Group’s service providers, handle investor relations,
reporting, risk management and monitoring of the external
commercial and technical managers of the Group’s vessels.
The Executive Team are as follows:
Edward Buttery
Chief Executive Officer and Executive Director
The biographical details relating to Edward Buttery are as set out in
the section headed “Board of Directors” above.
Alexander Slee Deputy Chief Executive Officer
Alexander Slee has spent the last fifteen years in the shipping
industry. After starting his career in the investment banking division
of Citigroup in London, he joined Pacific Basin Shipping in Hong
Kong in 2006 where he worked in a variety of corporate and
divisional management roles. From 2010 he was General Manager
of Vanship Holdings, a privately owned tanker and bulker ship
owning company, and Group Strategy Director at Univan Ship
Management, where he was closely involved in its merger with
Anglo-Eastern Ship Management. He joined Taylor Maritime in
2016 where he has held the role of Deputy CEO. Mr. Slee holds a BA
in Classics from Oxford University and has attended a management
programme at INSEAD. He has served as a member of the Executive
Committee of the Hong Kong Shipowners Association.
Camilla Pierrepont Chief Strategy Officer
Camilla Pierrepont joined Taylor Maritime in 2018 as Group
Strategy Director. Ms. Pierrepont has held various strategy and
investment roles over the last 16+ years. Prior to joining Taylor
Maritime, Ms. Pierrepont spent 2 years as Portfolio Manager, at
Blenheim Chalcot (London) a venture capital firm. Previously, she
spent 4 years with shipping company, Epic Gas Ltd. (London &
Singapore) as Head of Strategic Development. Prior to Epic, Ms.
Pierrepont was a Senior Strategy Manager in the Strategy and
Corporate Development Team at Microsoft (Seattle) for 3 years.
She started her career as an analyst at Monitor Deloitte (London)
after earning a BA in Chinese Studies from Oxford University in
2004. She was also Founding Trustee of Spark + Mettle from 2011
to 2015, a UK charity supporting young people in the pursuit of their
life goals.
Yam Lay Tan Chief Financial Officer
Yam Lay Tan graduated with an Accountancy degree from Nanyang
Technological University of Singapore (“NTU”) in 1993. She has
been a member of the Institute of Singapore Chartered Accountants
since 1994 and is a Chartered Accountant. Prior to joining Taylor
Maritime in 2019, Ms. Tan was a General Manager, Finance of Epic
Gas Ltd. For 6 years. Within the Epic Group she served as the
director and company secretary of more than 40 companies. Prior
to Epic, Ms. Tan held senior finance positions in security, IT,
semiconductor and service companies.
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Taylor Maritime Investments Limited Annual Report and Audited Consolidated Financial Statements
Governance
Corporate Governance
Compliance
The Board places a high degree of importance on ensuring that
high standards of corporate governance are maintained and has
considered the principles and provisions of the AIC Code of
Corporate Governance issued in February 2019 (the “AIC Code”),
effective for financial periods beginning on or after 1 January 2019.
The AIC Code addresses the Principles and Provisions set out in
the UK Corporate Governance Code (the “UK Code”) in addition to
setting out additional Principles and Provisions on issues that are
of specific relevance to the Company. The Board considers that
reporting against the Principles and Provisions of the AIC Code ,
which has been endorsed by the Financial Reporting Council and
the Guernsey Financial Services Commission, will provide more
relevant information to shareholders.
The Board has also taken note of the Finance Sector Code of
Corporate Governance issued by the Guernsey Financial Services
Commission (the “Guernsey Code”). The Guernsey Code provides a
governance framework for GFSC licensed entities, authorised and
registered collective investment schemes. Companies reporting
against the UK Code or the AIC Code are deemed to satisfy the
provisions of the Guernsey Code.
For the period ended 31 March 2022, the Company has complied
substantially with the Principles and Provisions of the AIC Code,
with the exception of the provisions listed below:
• The appointment of a Senior Independent Director: Given the size
and composition of the Board it was not felt necessary to
separate the roles of Chairman and Senior Independent Director
for the period ended 31 March 2022. The Board considers that all
the independent Directors have different qualities and areas of
expertise on which they may lead where issues arise and to
whom concerns can be conveyed. Consideration is, however,
currently being given to recruit an additional Non-Executive
Director to the Board in 2022/23 to act as a Senior Independent
Director.
Issues that are not reported on in detail here are excluded because
they are deemed to be irrelevant to the Company.
The AIC Code is available on the AIC website (www.theaic.co.uk). It
includes an explanation of how the AIC Code adapts the Principles
and Provisions set out in the UK Code to make them relevant for
investment companies.
None of the requirements under LR 9.8.4 are applicable to the
Group, with the exception of LR 9.8.4 R (4) with regards to disclosing
details of any long-term incentive schemes and LR 9.8.4 R (10) (b)
with regards to disclosing any details of contracts of significance,
both are disclosed in Note 10 related parties and other key contacts.
Composition of the Board and independence
of Directors
As at 31 March 2022, the Board of Directors comprised four non-
executive and independent Directors, one non-executive non-
independent Director and an executive Director.
With the exception of Edward Buttery and Chris Buttery, all directors
are considered independent of the Executive Team, Taylor Maritime
(HK) Limited, the Commercial Manager, and Tamar Ship
Management Limited, the Technical Manager. Edward Buttery is
employed as the Chief Executive Officer of the Group. Christopher
Buttery, Edward’s father, acts as a non-executive Director. Both
have close connections with Taylor Maritime (HK) Limited and
Tamar Ship Management Limited and are therefore not considered
independent. The Board reviews the independence of the Directors
annually. The Directors’ biographies are disclosed on page 33.
Under the terms of their appointment, all the Directors are subject
to re-election at the first AGM. Thereafter, in accordance with the
Company’s Articles of Incorporation, two Directors shall retire each
year and may offer themselves for re-election. However, in
accordance with the recommendations of the AIC code, the Board
has agreed that all directors will retire annually and, if appropriate,
seek re-election.
Board diversity
The Board brings deep experience from shipping and financial
services and in total 50% of the Board are female with 75% of the
independent directors being female. The Board supports the
widening of its diversity, whilst ensuring the capabilities, experience
and background of each member remain appropriate to the Group
and continue to contribute to overall Board effectiveness.
The Board and Executive Team and our other advisers acknowledge
and adhere to the Market Abuse Regulation, which was
implemented on 3 July 2016.
Board evaluation
The Board has established a policy that it will undertake an external
evaluation every three years in accordance with the AIC Code and
internal evaluations in the other years. Internal evaluations are
based on questionnaires prepared by the Company Administrator.
The first questionnaires were completed in May 2022 and the
results will be discussed and evaluated at the next quarterly board
meeting in July 2022. The evaluation process is led by the Chair of
the Nomination and Remuneration Committee.
The Board remains cognisant of the need to anticipate and respond
to evolving challenges, and therefore the governance framework in
place by the Company is subject to regular review to ensure it
remains appropriate in the context of the Company.
Governance Corporate Governance continued
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Taylor Maritime Investments Limited Annual Report and Audited Consolidated Financial Statements
Board values and culture
The Chair is responsible for setting the standards and values
expected of the Board, and the Board operates with the Company’s
core values of integrity, transparency and accountability with an
aim of maintaining a reputation for high standards in all areas of
the Group’s activities. The Board recognises the value and
importance to all stakeholders of organisations incorporating
effective environmental, social and governance policies as part of
its day-to-day operations; refer to pages 27 to 28 for additional
information.
Through designing an effective ESG policy which reflects the
Board’s core values and the alignment of this with the Group’s
business operations, the Board seeks to promote a culture of
openness and constructive challenge amongst those responsible
for taking key decisions. The Group aspires to be a responsible
corporate citizen, committed to integrating environmental, social
and governance factors into the Group’s investment process. The
aim is to engage actively with shareholders to achieve our collective
ESG responsibilities and ambitions. The Group believes that the
shipping industry, irreplaceably serving the basic needs of global
society, is in a position to contribute positively to the United Nations
Sustainable Development Goals (“SDG”s). For further details see
the ESG Review on pages 16 to 26.
The Board and the Executive Team encourage boardroom debate
and high levels of collaboration between all parties as key
contributors to a highly effective decision making process. This is
underpinned by a robust corporate governance framework which
seeks to align the Group’s purpose, values and strategy with the
culture set by the Board through active engagement with the
Executive Team and the Company’s key service providers.
Directors’ and officers’ liability insurance
The Company maintains insurance in respect of directors’ and
officers’ liability in relation to the Directors’ actions on behalf of the
Group.
Relations with Shareholders
The Board believes that the maintenance of good relations and
understanding the views of Shareholders is important to the long-
term sustainable success of the Company and, since launch, the
Board has adopted a policy of engaging with major Shareholders
actively through a variety of means. Further information on how the
Company engages with shareholders can be found in the
Stakeholders report on pages 27 to 28.
Directors’ meetings and attendance
The table below shows the Directors’ attendance at Board and Committee meetings during the period from 31 March 2021 (date of
incorporation) to 31 March 2022:
Number of
meetings held
Nicholas
Lykiardopulo
Edward
Buttery
Helen
Tveitan
Trudi
Clark
Chris
Buttery
Sandra
Platts
Board – scheduled 3 3 3 3 3 3 3
Risk and Audit Committee 4 N/A N/A 4 4 N/A 4
Nomination and Remuneration
Committee
4 4 N/A 4 4 N/A 4
ESG and Engagement Committee 4 4 N/A 4 4 N/A 4
In addition to the scheduled quarterly board and committee
meetings detailed above, there were also seventeen ad hoc board
meetings and two ad hoc board committee meetings.
Governance Corporate Governance continued
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Taylor Maritime Investments Limited Annual Report and Audited Consolidated Financial Statements
Board responsibilities
The Board meets formally on a quarterly basis to review the overall
business activities of the Company and any matters specifically
reserved for its consideration. Standing agenda items considered
at all quarterly board meetings cover vessel portfolio performance,
chartering strategy, capital allocation and deployment, ESG
matters, NAV and share price performance, shareholder return
metrics, reviewing changes to the risk environment including the
assessment of emerging risks, investor relations and
communications, peer group information and industry issues.
Consideration is also given to administration and corporate
governance matters, legislative developments and, where
applicable, reports are received from the Board’s formally
constituted committees.
The Directors also review the Group’s activities every quarter to
ensure that the Company adheres to its investment policy.
Additional ad hoc reports are received as required and Directors
have access at all times to the advice and services of the Company
Secretary, who is responsible for ensuring that the Board
procedures are followed, and that applicable rules and regulations
are complied with. The Board has adopted a schedule of matters
specifically reserved for its decision making and distinguishing
these from matters it has delegated to the Executive Team and
other key service providers.
Although no formal training is given to Directors by the Company,
the Directors are kept up to date on various matters such as
Corporate Governance issues through bulletins and training
materials provided from time to time by the Company Secretary,
the AIC and professional firms.
The Board actively monitors the level of the share price premium or
discount to determine what action, if any, is required.
Board Committees
Throughout the period a number of committees have been in place. All operate within clearly defined terms of reference. The membership
is from the independent directors as detailed below:
Risk and Audit Committee
Trudi Clark Chair Provides oversight and reassurance to the Board, specifically with regard to the integrity of
the Group’s financial reporting, audit arrangements, risk management and internal control
process and governance framework
Helen Tveitan
Sandra Platts
Nomination and Remuneration Committee
Sandra Platts Chair To review the structure, size and composition of the Board and consider succession plans for
the Board and the Executive Team.
To determine the remuneration policy, set the remuneration of the Board and the Executive
Team and to approve and oversee bonus and Long-term incentive plan (“LTIP”) awards
Nicholas Lykiardopulo
Trudi Clark
Helen Tveitan
ESG and Engagement Committee
Helen Tveitan Chair Manages any conflicts of interest in respect of the Group’s relationship with the Executive
Team, the Commercial Manager, the Technical Manager and other service providers.
To guide supervise and support the Executive team in the implementation of the Group’s ESG
policy.
To evaluate the performance and terms of engagement of the key service providers to the
Group.
Nicholas Lykiardopulo
Trudi Clark
Sandra Platts
Governance Corporate Governance continued
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Taylor Maritime Investments Limited Annual Report and Audited Consolidated Financial Statements
Management arrangements
The Executive Team
The biographies of the Executive Team are provided on page 33.
Until 31 March 2022, the services of the Executive Team were
provided pursuant to an intra group advisory and services
agreement between TMIHK and the Company. The Company
entered the intra-group advisory and services agreement (“Intra-
group Advisory and Services Agreement”) with TMIHK dated 6 May
2021 pursuant to which TMIHK, TMIUK and TMI Singapore will
provide certain services to the Company. With effect from 1 April
2022, the intra-group advisory and services agreement has been
entered into between the Company and TMIUK directly replacing
TMIHK. From 1 March 2022, Edward Buttery was employed directly
by the Company.
The Executive Team are responsible for the identification of
appropriate acquisition opportunities, conducting necessary due
diligence and making recommendations to the Board. They are
also responsible for the day-to-day management and review of
performance of the Group’s portfolio of investments. In liaison with
the Company’s service providers, the team handle investor
relations, reporting, risk management and monitoring of the
external commercial and technical managers of the Group’s
vessels.
The Executive team have entered into employment agreements
with the Group, are paid a salary and are entitled to participate in
the Group’s annual bonus plan, the LTIP and the Deferred Bonus
Plan (“DBP”), see Report of the Nomination and Remuneration
Committee.
Commercial Manager and Technical Manager
Under the Framework Management Agreement dated 6 May 2021
(the "Framework Management Agreement), Taylor Maritime (HK)
Limited ("TMHK") acts as Commercial Manager to the entire fleet
and Tamar Ship Management ("Tamar") acts as technical manager
for a majority of the fleet. Both are related parties (See note 10).
The Group also employs some unrelated technical managers.
Administrator
Administration and Company Secretarial services are provided to
the Company by Sanne Fund Services (Guernsey) Limited (formerly
Praxis Fund Services Limited) (the “Administrator”). The
Administrator also assists the Company with AIFMD, Common
Reporting Standard and FATCA reporting.
A summary of the terms of employment and appointment of the
Executive Team, Commercial Manager, Technical Manager and the
Administrator, including details of applicable fees and notice of
termination periods, is set out in note 10 to the Consolidated
Financial Statements.
Internal control review and
risk management system
The Board of Directors is responsible for putting in place a system
of internal controls relevant to the Company and for reviewing the
effectiveness of those systems. The review of internal controls is
an ongoing process for identifying and evaluating the risks faced
by the Company, and which are designed to manage risks rather
than eliminate the risk of failure to achieve the Company’s
objectives.
It is the responsibility of the Board, supported by the Risk and Audit
Committee, to undertake risk assessments and review the internal
controls in the context of the Company’s objectives that cover
business strategy, operational, compliance and financial risks
facing the Company. These internal controls are implemented by
the Executive Team, the Administrator and the Commercial
Manager. The internal controls implemented by the Commercial
Manager are overseen by the Chief Financial Officer (“CFO”) of the
Executive Team. The CFO is located in Singapore, who was formerly
based Hong Kong, in close proximity to the key members of the
Commercial Manager's finance team. The Board receives updates
from the Executive Team and the Administrator at quarterly Board
meetings. The Board is satisfied that the Executive Team and the
Administrator have effective systems in place to control the risks
associated with the services that they are contracted to provide to
the Company and are, therefore, satisfied with the internal controls
of the Company.
The Board of Directors considers the employment arrangements of
the Executive Team and the arrangements for provision of
Administration services to the Company on an on-going basis and
a formal review is conducted annually. As part of this review the
Board considered the quality of the personnel assigned to handle
the Company’s affairs, the investment process and the results
achieved to date.
Page 39
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Taylor Maritime Investments Limited Annual Report and Audited Consolidated Financial Statements
Governance
Report of the Nomination and
RemunerationCommittee
The Company has established a Nomination and Remuneration
Committee comprised of the independent non-executive Directors
of the Company. The Nomination and Remuneration Committee,
chaired by Sandra Platts, operates within clearly defined terms of
reference which are considered and are then referred to the Board
for approval. A copy of the terms of reference is available on the
Company’s website or upon request from the Company Secretary.
The main roles and responsibilities of the Committee with regards
to Nomination are to:
• regularly review the structure, size and composition of the Board
and make recommendations to the Board with regard to any
changes, based on merit and objective criteria (including skills,
knowledge and experience, and promoting diversity of gender,
social and ethnic backgrounds, cognitive and personal strengths);
• give full consideration to succession planning for Directors and
other senior executives in the course of its work, ensuring
effective plans are in place for orderly succession to the Board
and to oversee the development of a diverse pipeline for
succession, taking into account the challenges and opportunities
facing the Company, and the skills and expertise needed on the
Board in the future;
• keep under review the leadership needs of the organisation, both
executive and non-executive, with a view to ensuring the
continued ability of the organisation to compete effectively in the
market place; and
• lead the process for appointments and be responsible for
identifying and nominating, for the approval of the Board,
candidates to fill Board vacancies as and when they arise.
The main roles and responsibilities of the Committee with regards
to Remuneration are to:
• determine and agree with the Board the framework or broad
policy for the remuneration of the Company’s Chair, executive
directors, non-executive directors, and such other members of
the management as it is designated to consider. No director or
Executive Team member shall be involved in any decisions as to
their own remuneration;
• in determining such policy, take into account all factors which it
deems necessary. The objective of such policy shall be to ensure
that members of the management of the Company are provided
with appropriate incentives to encourage and enhance
performance and are, in a fair and responsible manner, rewarded
for their individual contributions to the success of the Company;
• review the ongoing appropriateness and relevance of the
remuneration and policy;
• supervise the Long Term Incentive Plan, Annual Bonus and the
Deferred Bonus Plan and any other similar plans or schemes of
the Company from time to time;
The Nomination and Remuneration Committee reports formally to
the Board on its proceedings on all matters within its duties and
responsibilities and on how it has discharged its responsibilities.
The Committee meets at least twice per year and at such other
times as the Nomination and Remuneration Committee Chair shall
require. Other Directors and third parties may be invited by the
Nomination and Remuneration Committee to attend meetings as
and when appropriate.
Activity
The Nomination and Remuneration Committee met four times
during the financial period and once following the period-end. The
principal matters considered at these meetings included, but were
not limited to:
• the terms of the LTIP which forms part of the remuneration
package for the Executive Team;
• the granting of shares under the terms of the LTIP for 2021/22,
subject to the Company achieving a total NAV return of between
5% and 12% per annum on average over the three year
performance period commencing with the financial year
beginning 1 April 2021;
• the terms of the Annual Bonus and Deferred Bonus plans to
further incentivise the Executive Team;
• recruitment of individuals to support the Executive Team and the
terms of employment of those individuals;
• the terms of employment of the Executive Team and the overall
remuneration policy to ensure that these remained competitive;
• the proposals for the Executive Team’s remuneration for 2022/23
and to approve bonus payments based on achievements of the
Group from IPO to 31 March 2022.
Board composition
The Committee keeps under constant review the Board’s
composition, skills sets and diversity of the Board. The Directors
were all appointed at IPO and have a diverse range of skills.
Currently, consideration is being given to recruit an additional Non-
Executive Director to the Board to act as a Senior Independent
Director, a candidate with relevant shipping experience who can
support the chair.
Board tenure
The Board, in accordance with the AIC Code, has adopted the policy
to limit the tenure of Non-Executive Directors, including the Chair to
nine years.
Diversity policy
The Group is committed to treating all employees equally and
considers all aspects of diversity, including gender and ethnic
diversity, when considering recruitment at any level of the business.
All candidates are considered on merit but having regard to the
right blend of skills, experience and knowledge at the Board and
Executive level, and amongst our employees generally.
Succession planning
The Nomination and Remuneration Committee continues to
maintain and develop the Board’s succession planning
arrangements to ensure the arrangements remain effective, and
that a diverse pipeline for succession is maintained which remains
aligned with the Company’s strategy and future leadership needs.
Remuneration policy
Since this is the Group’s first trading period, a remuneration policy
has not been put to a shareholder vote, we are therefore putting
forward a remuneration policy to be voted on at this year’s AGM.
The overall objective of our policy is to provide a straightforward
remuneration package which seeks to attract and retain personnel
with the skills, experience and qualifications needed to manage and
grow the business successfully and to enhance shareholder value.
Governance Report of the Nomination and RemunerationCommittee continued
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Taylor Maritime Investments Limited Annual Report and Audited Consolidated Financial Statements
The Nomination and Remuneration Committee has, in determining
the policy and in its consideration of remuneration in respect of
2022/23 had extensive discussions and consulted various
published surveys on executive pay and Board fees for investment
trusts and other listed companies; as well as taken advice from the
non-Executive Board members who have knowledge of
remuneration packages paid to Executives in peer companies in
the shipping industry.
UK Code
As a self- managed investment company, the AIC code states that
we should have regard to the provisions of section five of the FRC
2018 Corporate Governance Code.
We have considered the UK Code and believe we comply based on
the following:
• We operate consistent pension arrangements over all our
workforce, and from 2022/23 will be offering a cash sum or cash
sum and contributions into Government scheme to comply with
any local statutory requirements
• LTIP awards vest after 3 years and from 2022/23, the vesting
period for the executive director will be subject to a further two
year holding period;
• All incentive awards include certain clawback provisions on
errors in assessing a performance condition;
• Although currently variable incentive schemes are only available
to the Executive Team as the Group grows it is expected that
schemes will be extended to all employees;
• The Committee believes that variable remuneration schemes are
fair, align with the Group performance and do not encourage
inappropriate risk taking.
Directors’ Remuneration Policy
Shareholder approval will be sought at the forthcoming Annual
General Meeting of the policy as set out below. Subject to shareholder
approval, the policy will take effect immediately after the Annual
General Meeting and will apply to the 2022/23 financial year.
Executive Director’s Remuneration Policy Table
Base Salary
Purpose A base salary to attract and retain Executive Director with skills, experience and qualifications needed to manage and grow
the business successfully.
Operation The base salary is reviewed annually with changes effective 1 April. When setting base salaries the Committee will consider
relevant market data, as well as the scope of the role and the individual’s skill and experience.
Maximum No absolute maximum has been set for the Executive Director’s base salary.
Any increase is approved by the Nomination and Remuneration committee based on changes in the scale of the role and
also market salary information.
Pension
Purpose Required in industry standards and legislation.
Operation Until such time as the Group establishes its own pension plan a cash element of the salary is paid to the employee in lieu of
pension contributions.
Maximum A rate of 10% of base salary is paid to all employees including the Executive Director from 2022/23.
Annual Bonus and Deferred Bonus Plans
Purpose A short-term incentive to reward the Executive Director on meeting the Group’s annual financial and strategic targets and on
their own personal performance.
Operation The Committee may determine that up to 50% of the annual bonus will be paid in Company shares. Bonus allocated in the
form of shares will be deferred for three years with the shares vesting in three equal instalments at the anniversary of the
grant, followed by a two year hold period.
Maximum The maximum permitted under the rules will be 100% of base salary.
Performance
Measures
That annual bonus is based on a range of financial, strategic, ESG operational and individual targets. The specific targets and
weightings will be determined each year by the Committee.
Clawback Clawback provisions may be applied in the event of a material misstatement or an error in assessing a performance
condition or material misconduct on behalf of the award holder.
Long-term incentive plan
Purpose A long-term incentive plan to align the Executive Director’s performance with those of shareholders and to promote the long-
term success of the Company.
Operation Awards are granted annually usually in the form of a conditional share award or nil cost option.
Awards will vest at the end of a three-year period subject to meeting the performance conditions and continuing
employment, followed by a two year hold period.
Maximum Annual awards with a maximum of up to 200% of base salary may be made, although awards are not expected to be above
150% of base salary.
Performance
Measures
Vesting conditions will be subject to performance conditions as determined by the Committee on an annual basis. 2022/23
award will based on two performance criteria:
1. Average annual total NAV return for a three year period (80%). For threshold levels of performance 30% of the awards
vest rising on a straight-line basis to 100% for maximum performance.
2. Reaching ESG targets over a three year period (20%).
Clawback Clawback provisions may be applied in the event of a material misstatement or an error in assessing a performance
condition or material misconduct on behalf of the award holder.
Governance Report of the Nomination and RemunerationCommittee continued
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Taylor Maritime Investments Limited Annual Report and Audited Consolidated Financial Statements
Directors’ Remuneration Policy continued
Non-Executive Directors’ Remuneration Policy Table
Fees
Purpose To provide competitive directors fees
Operation: Annual fee for the Chair and an annual base fee for other Non-Executive Directors.
Additional fees for those Directors with additional responsibilities such as chairing a committee or acting as a Senior
Independent Director.
Annual fees paid quarterly in arrears.
Non-Executive directors are not eligible to receive share options or other performance related remuneration.
Non-Executive Directors are entitled to reimbursement of reasonable expenses
Maximum: The Company’s Articles set an annual limit for the total of Non-Executive Directors’ remuneration of £500,000.
Letters of appointment
All the non-executive Directors were appointed as Directors by
letters of appointment issued on 5 May 2021.
Each Director’s appointment letter provides that, upon the
termination of their appointment, they must resign in writing and all
records remain the property of the Company. The Directors’
appointments can be terminated in accordance with the Articles
and without compensation. The Articles provide that the office of
director shall be terminated by, among other things: (a) written
resignation; (b) unauthorised absences from board meetings for
twelve months or more; (c) unanimous written request of the other
directors; and (d) an ordinary resolution of the Company.
Under the terms of their appointment, each Director is subject to
re-election at the first AGM and annually thereafter. The Company
may terminate the appointment of a Director immediately on
serving written notice and no compensation is payable upon
termination of office as a director of the Company becoming
effective. No non-executive Director has a service contract with the
Company, nor are any such contracts proposed.
Service Contracts
The Executive Director has a service contract with the Company
containing the remuneration elements set out within this policy.
There is no fixed length of service and a notice period of 12 months.
The Executive Director’s service contract is available for inspection
at the Company’s registered office.
Policy for other members of the Executive
Team
Remuneration for other members of the executive follow the same
principles as for the Executive Director with a significant element of
remuneration being linked to performance measures. The
Committee review the pay awards to members of the Executive
team in consultation with the Executive Director annually.
1
Edward Buttery received US$500,000 per annum for the period from 11 May
2021 to 28 February 2022 and £372,000 per annum for the period 1 March
2022 to 31 March 2022.
Total remuneration for the period
The table below sets out the total remuneration receivable by each Director who held office during the period 31 March 2021 to 31 March 2022
Name
Salary/
Fee
£’000
Additional
Fee
£’000
Pension
Salary
Supple-
ment
£’000
Total
Fixed
£’000
(A)
Annual
Bonus
£’000
Long-term
Incentive
Plan
£’000
Total
Variable
£’000
(B)
Total
£’000
(A) + (B)
Total
$’000
Executive Director
Edward Buttery
1
372 - - 372 372 - 372 744 928
Non-Executive Directors
Nicholas Lykiardopulo (Chair) 65 10 - 75 - - - 75 95
Christopher Buttery 40 10 - 50 - - - 50 63
Trudi Clark 45 10 - 55 - - - 55 69
Sandra Platts 45 10 - 55 - - - 55 69
Helen Tveitan 45 10 - 55 - - - 55 69
Governance Report of the Nomination and RemunerationCommittee continued
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Taylor Maritime Investments Limited Annual Report and Audited Consolidated Financial Statements
The additional fee received by the non-executive directors was an
extra one-off payment of £10,000 for additional duties and services
provided in connection to the Company’s IPO in May 2021 and
additional fund raise in July 2021.
Edward Buttery was employed under a service agreement with TMI
HK dated 11 May 2021 at an annual salary of US$500,000. From 1
March 2022 Mr Buttery was employed directly by the Company and
receives an annual salary of £371,820 following his relocation to
Guernsey.
Annual Bonus for 2021/2022
On 6 May 2022, the Nomination and Remuneration Committee
approved an annual bonus payable to Mr Edward Buttery of
£371,820 reflecting the work performed in respect of the IPO, the
subsequent fund raise and the exceptional financial results
achieved in the first period of trading.
Long Term Incentive Plan
On the 26 August 2021 the Nomination and Remuneration
Committee approved the grant of a LTIP award to Mr Buttery of
750,000 Ordinary Shares of US$1.00. The grant is subject to
performance conditions based on an average over the three year
period to 31 March 2024 as follows:
Average annual total NAV Return % of award which vests
Less than 5% 0%
5% 30%
6% 40%
7% 50%
8% 60%
9% 70%
10% 80%
11% 90%
12% or more 100%
Performance Grants to Other Members of the
Executive Team
Other members of the Executive Team were awarded by the
Committee annual bonuses and long-term incentive awards on the
same terms as those awarded to Mr Buttery as follows:
2021/22
Cash Bonus Award
26 August 2021
LTIP contingent share
award
Other Executive
Team members
US$1,024,595 1,545,000
Ordinary Shares
Directors’ Remuneration in 2022/23
Executive
Director
Change from 2021/22
financial period
Base Salary £500,000 The increase of 34%
reflects the low base salary
set at IPO and has been
increased following review
of comparable salaries in
the shipping industry and
other listed companies.
Increases to the Executive
Director's salary were made
being mindful of the Group's
performance and of team
morale. It was intended to
increase to a higher level,
however the Committee
agreed to phase the increase
in over two years, thus being
able to be aware of market
conditions and performance
before any further increase
would be made.
Pension 10% of Salary Nil for 2021/2022
Annual Bonus
Based on performance
for the year 2022/23:
- 45.0% based on net
asset total return of
10% or more;
- 20.0% based on
strategic objectives
around asset acquisition
and disposal policy;
- 20.0% based on ESG
targets;
- 15.0% based on
personal development
No targets set for 2021/22.
100% cash bonus was
awarded on the basis
of a successful IPO, the
subsequent fund raise and
the exceptional financial
results achieved in the first
period of trading.
LTIP Based on 3 years'
performance from 1 April
2022:
- 80% based on annual
total NAV return
o Threshold target 5%
o Maximum target 12%
- 20% based on ESG
targets
ESG element included for
first time.
Non-Executive Directors
Fees The fees have been
reviewed in line with other
self-managed investment
trusts and also to reflect the
work undertaken by Board
members
Chair £90,000
Director £60,000
Additional
Fees
Risk and
Audit Chair
£10,000
ESG and
Engagement
Chair
£7,500
Nomination &
Remuneration
Chair
£7,500
Sandra Platts
Nomination and Remuneration Committee Chair
13 July 2022
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Taylor Maritime Investments Limited Annual Report and Audited Consolidated Financial Statements
The Company has established a Risk and Audit Committee with
formally delegated duties and responsibilities within written terms
of reference (which are available on the Company’s website and
from the Company Secretary).
Chair and membership
As at 31 March 2022, the Risk and Audit Committee comprised
Trudi Clark, Sandra Platts and Helen Tveitan. All Committee
members have competence relevant to the listed investment funds
sector in which the company operates. The Committee is chaired
by Trudi Clark, who is a Chartered Accountant. She qualified in
1985 and was a senior Audit Manager at KPMG. She held the
position of Head of European Internal Audit for the Bank of Bermuda
and in 1995 moved to Schroders (C.I.) Limited as Chief Financial
Officer, before being promoted to Chief Executive Officer in 2003.
All members of the Committee are independent Directors; have no
present links with PricewaterhouseCoopers CI LLP, the Company’s
Auditor (the “Auditor” or “PwC); and are independent of the Executive
Team. The membership of the Risk and Audit Committee and its
terms of reference are kept under review. The Risk and Audit
Committee meets at least twice a year and with the Auditor as
appropriate.
Duties
The Risk and Audit Committee’s main role and responsibilities are
to provide advice to the Board on whether the Annual Report and
Audited Consolidated Financial Statements, taken as a whole, are
fair, balanced, and understandable and provide the information
necessary for Shareholders to assess the Group’s performance,
business model and strategy. The Risk and Audit Committee gives
full consideration and recommendation to the Board for the
approval of the contents of the Consolidated Financial Statements
of the Company, which includes reviewing the external auditor’s
reports.
The other principal duties, amongst others, are to consider the
appointment of the external auditor, to discuss and agree with the
external auditor the nature and scope of the audit, to keep under
review the scope, results and effectiveness of the audit and the
independence and objectivity of the auditor, to review the external
auditor’s letter of engagement, the audit plan and management
letter, and to analyse the key procedures and controls adopted by
the Company’s service providers.
The Risk and Audit Committee is responsible for monitoring the
financial reporting process and the effectiveness of the Company’s
internal control and risk management systems. The Risk and Audit
Committee also focuses particularly on compliance with legal
requirements, accounting standards and the relevant Listing Rules
and ensuring that an effective system of internal financial and non-
financial controls is maintained.
Financial reporting and audit
The Risk and Audit Committee has an active involvement and
oversight in the preparation of both the Interim Report and
Unaudited Condensed Consolidated Financial Statements and the
Annual Report and Audited Consolidated Financial Statements
and, in doing so, is responsible for the identification and monitoring
of the key risks associated with the preparation of the Financial
Statements. The Risk and Audit Committee determine that the key
risk of material misstatement of the Group’s Consolidated Financial
Statements is related to the valuation of Company’s investments.
The significant issues identified in the preparation of these
Consolidated Financial Statements is the valuation of the
Company’s investment in Financial Assets at fair value through
profit or loss. This is the Company’s investment in Holdco and the
SPVs, which hold all of the underlying vessel/investment assets.
Fair value of Financial Assets at fair value through profit or loss
The Company’s investment in the Holdco and the SPVs had a fair
value of US$574.1 million as at 31 March 2022 and represents a
substantial proportion of the net assets of the Company and as such
is the biggest factor in relation to the accuracy of the Consolidated
Financial Statements. This investment is valued in accordance with
the accounting policies set out in note 2 to the Consolidated Financial
Statements, which is determined as the NAV of the investment in
Holdco and the SPVs. The fair value of the SPVs, includes the SPVs’
investment in their respective vessel/investment assets as well as
the residual net assets and liabilities of the SPVs.
Charter-free valuations – delivered vessels
In estimating the fair value of each underlying SPV, the Board has
approved the valuation methodology for valuing the vessel assets
held by the SPVs. The fair value of the shipping vessel assets are
determined by two independent, recognised ship valuation brokers
selected by the Board to provide charter-free valuations for each
vessel being Hartland Shipping Services Limited and Braemar ACM
Valuations Limited. The Group takes the arithmetical mean of the
two valuations to determine the value of a vessel.
The charter-free valuations are provided to the Executive Team, the
Executive Team will challenge the independent valuation brokers
on methodologies, controls and processes of valuation used to
value to the shipping vessels. In assessing whether the brokers’
valuations are reasonable, the Executive Team also compares the
brokers’ valuations to: (1) an in-house valuation performed by the
Commercial Manager based on recent S&P transactions; and (2)
other market information.
Adjustments for charter leases
As the brokers’ valuations are prepared on a charter-free basis, the
Executive Team assesses the difference in value arising from the
contracted charter versus market rate, and where the difference is
material, factors the adjustment into the valuation. As detailed
further in note 3 of the Consolidated Financial Statements, the
Board have agreed charter-free independent valuations are
adjusted for any significant differences on any vessel’s charter with
remaining lease contracts that are greater than 12 months in length
attached to a vessel, based on premium/discount to the forward
freight agreement (“FFAs”) benchmark rates.
Governance
Report of the Risk and Audit Committee
Governance Report of the Risk and Audit Committee continued
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Taylor Maritime Investments Limited Annual Report and Audited Consolidated Financial Statements
Financial reporting and audit continued
Charter-free valuations – undelivered vessels
The Group have determined that substantially all of risks and rewards
of the ownership of the vessels are only transferred, and subsequently
an asset recognised or de-recognised at the SPV level, once the ship
is delivered. However, as stated above, as the Group measures its
investments in Holdco and the SPVs at fair value, the Board have
determined that any fair value movement in the market value of the
undelivered vessels should be adjusted for as follows:
• For vessels sold but not yet delivered – the Board have determined
that the best representation of the fair value is the agreed selling
price of these vessels; and
• For vessels purchased but not yet delivered – the Board have
determined any market value movements, as determined by the
arithmetical mean of the two independent valuations by Hartland
Shipping Services Limited and Braemar ACM Valuations Limited,
of the undelivered vessels above or below the purchase
consideration, under the relevant memoranda of agreements, is
recognised in the fair value of the Group’s investment in Holdco.
Investment in Grindrod Shipping
The Board have determined that the fair value of the Group’s 26.6%
stake in Grindrod Shipping, should be based on the listed closing
price at the reporting date. At 31 March 2022, Grindrod Shipping’s
share price was US$25.44 per share. The Grindrod Shipping listed
price has been independently verified as at 31 March 2022 by the
Executive Team and is subject to a review process and oversight at
the Administrator.
The Risk and Audit Committee has regular dialogue with the
Executive Team regarding the methods of valuation used by the
independent valuation brokers and the Executive Team presents
their findings on the challenges made to the brokers on the
valuation at the Risk and Audit Committee meetings. The Chair of
Risk and Audit Committee will also attend the meetings between
the Executive Team and the valuation brokers, where these
challenges are made. The Risk and Audit Committee in turn
challenges the methodologies, controls and processes of valuation
used to value the SPV’s investments.
In addition, the Risk and Audit Committee has also considered the
Auditor’s approach to their audit of the valuation of the investments
and discussed with the Auditor their approach to reviewing the
appropriateness and robustness of the valuation methodologies
applied. The Auditor has not reported any significant differences
between the valuations used and the results of the work performed
during their audit process. The Auditor reported unadjusted charter
differences, which are considered to be immaterial to the vessel
valuations used, to the Risk and Audit Committee.
Based on the review and analysis described above, the Risk and
Audit Committee is satisfied that, as at 31 March 2022, the fair
values of Holdco and the SPVs, and the underlying vessel/
investment assets held by the SPVs is appropriately stated. As a
result, the Risk and Audit Committee is satisfied that as at 31
March 2022, as stated in the Consolidated Financial Statements,
the fair value of the Company’s investment in Financial Assets at
fair value through profit or loss is reasonable.
The Risk and Audit Committee reviewed the Company’s accounting
policies applied in the preparation of the Consolidated Financial
Statements, together with the relevant critical judgements,
estimates and assumptions made by the Board and, having
discussed matters with the Executive Team and Administrator,
determined that these were in compliance with International
Financial Reporting Standards (“IFRS”) as issued by the IASB and
were reasonable.
The Risk and Audit Committee also reviews the Company’s
financial reports as a whole to ensure that such reports
appropriately describe the Company’s activities and that all
statements contained in such reports are consistent with the
Company’s financial results and projections. Accordingly, the Risk
and Audit Committee was able to advise the Board that the Annual
Report and Audited Consolidated Financial Statements are fair,
balanced and understandable and provide the information
necessary for Shareholders to assess the Company’s performance,
business model and strategy.
External Auditor
The Risk and Audit Committee has responsibility for making a
recommendation on the appointment, re-appointment or removal
of the Auditor. PwC has been appointed as the first Auditor of the
Company. During the period, the Risk and Audit Committee received
and reviewed the audit plan and report from the Auditor.
To assess the effectiveness of the Auditor, the Risk and Audit
Committee reviewed:
• The Auditor’s fulfilment of the agreed audit plan and variations
from it, if any;
• The Auditor’s assessment of its objectivity and independence as
auditor of the Company;
• The Auditor’s report to the Risk and Audit Committee highlighting
their significant areas of focus in the conduct of their audit and
findings thereon that arose during the course of the audit; and
• Feedback from the Executive Team and Administrator evaluating
the performance of the audit team.
For the period from 31 March 2021 to 31 March 2022, the Risk and
Audit Committee was satisfied that there had been appropriate
focus and challenge on the primary areas of audit risk and assessed
the quality of the audit process as good.
Where non-audit services are to be provided to the Company by the
Auditor, full consideration of the financial and other implications on
the independence of the Auditor arising from any such engagement
will be considered before proceeding. All non-audit services are
pre-approved by the Risk and Audit Committee if it is satisfied that
relevant safeguards are in place to protect the Auditor’s objectivity
and independence.
To fulfil its responsibility regarding the independence of the Auditor,
the Risk and Audit Committee considered:
• a report from the Auditor describing its arrangements to identify,
report and manage any conflicts of interest; and
• the extent of non-audit services provided by the Auditor.
Governance Report of the Risk and Audit Committee continued Governance Report of the Risk and Audit Committee continued
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Taylor Maritime Investments Limited Annual Report and Audited Consolidated Financial Statements
External Auditor continued
During the period from 31 March 2021 to 31 March 2022, PwC
provided non-audit and audit services as listed below. PwC
confirmed that the non-audit services provided during the year had
not impacted their independence and outlined the reasons for this.
These non-audit services complied with the Financial Reporting
Council (“FRC”) Revised Ethical Standard 2019.
The following table summarises the remuneration paid to PwC for
audit and non-audit services.
31 March 2021
to
31 March 2022
£
Annual audit of the Company 275,730
Interim review of the Company 48,530
Annual audit of the TMI Advisors (UK) Limited
(formerly TMI Management (UK) Limited)
12,500
Total audit related services 336,760
Total non-audit related services 139,000
Internal controls
As the Company’s investment objective is to invest all of its assets
into the Holdco and the SPVs, the Risk and Audit Committee, after
consultation with the Executive Team and Administrator, considers
the key risk of misstatement in its Financial Statements to be the
valuation of its investment in Holdco and the SPVs, but are also
mindful of the risk of the override of controls by the Executive Team
and the Administrator.
The Group also relies on the financial reporting from the Commercial
Manager in respect of the operation of its vessels. The Chief
Financial Officer, from the Executive Team, closely supervises the
reporting records and the financial internal controls in place at the
Commercial Manager. The Chief Financial Officer is located in
Singapore, was formerly based in Hong Kong, in close proximity to
the key members of the Commercial Manager's finance team. The
Commercial Manager financial statements are audited on an
annual basis with clean audit opinions received to date, the latest
being for the financial year 2020. Any issues identified would be
escalated to the Risk and Audit Committee. In addition, a due
diligence visit will be undertaken at a future date by members of the
Risk and Audit Committee to review the controls and procedures in
place and to report back to the Board.
The Executive Team and Administrator together maintain a system
of internal control on which they report to the Board. The Board has
reviewed the need for an internal audit function and has decided
that the systems and procedures employed by the Executive Team
and Administrator provide sufficient assurance that a sound
system of risk management and internal control, which safeguards
Shareholders’ investment and the Company’s assets, is maintained.
An internal audit function specific to the Company is therefore
considered unnecessary.
The Risk and Audit Committee is responsible for reviewing and
monitoring the effectiveness of the internal financial control
systems and risk management systems on which the Group is
reliant. These systems are designed to ensure proper accounting
records are maintained, that the financial information on which
business decisions are made and which is used in publications is
reliable, and that the assets of the Group are safeguarded. Such a
system of internal financial controls can only provide reasonable
and not absolute assurance against misstatement or loss.
In accordance with the guidance on risk management, internal
control and financial and business reporting published by the
Financial Reporting Council (the “FRC”) in September 2014, which
integrated the earlier guidance of the Turnbull Report, the Risk and
Audit Committee has reviewed the Group’s internal control
procedures. These internal controls are implemented by the
Executive Team and the Administrator and are considered by the
Risk and Audit Committee to be appropriate for the business of the
Group. The Risk and Audit Committee has performed reviews of
the internal financial control systems and risk management
systems during the period. The Risk and Audit Committee is
satisfied with the internal financial control systems of the Group.
Trudi Clark
Risk and Audit Committee Chair
13 July 2022
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Taylor Maritime Investments Limited Annual Report and Audited Consolidated Financial Statements
Governance
Report of the ESG and Engagement
Committee
Chair and membership
As at 31 March 2022, the ESG and Engagement Committee
comprised Helen Tveitan, Trudi Clark, Nick Lykiardopulo and Sandra
Platts and is chaired by Helen Tveitan. The Committee meets at
least twice a year.
The Company views environmental, social and governance
concerns as integral to its ethos and investment process. To ensure
this, the Company has established the ESG and Engagement
Committee to oversee sustainability initiatives and monitor and
report progress periodically.
ESG and Engagement Committee oversees and reports on all
sustainability policies and initiatives ensuring that the Company
remains committed to responsible stewardship of its assets and
the environment.
The Company’s ESG policy and objectives are set and monitored by
our ESG and Engagement Committee which reports to the Board.
The Executive Team is responsible for ESG reporting to the ESG
and Engagement Committee and working with our external service
providers and other key stakeholders to progress our
decarbonisation priorities and other critical environmental, social
and governance objectives. See the “Environmental, Social and
Governance Review” on pages 16 – 26.
In addition, the ESG and Engagement Committee is responsible for
the regular review of the terms of the key service provider
agreements and assessing the performance of all the key service
providers.
Duties
Environmental, Social and Governance (“ESG”)
The ESG and Engagement Committee’s duties include, but are not
limited to:
• Guiding, supervising and supporting the Executive Team in
drafting, and periodically reviewing, the ESG strategy which sets
out the guiding principles, objectives, strategic actions and
policies with respect to ESG matters;
• Assessing ESG risks and opportunities for the Group, such
assessment to be carried out in alignment with chosen reporting
frameworks, including assessment of climate change risks;
• Monitoring the Group’s adherence to concrete ESG objectives
and KPIs and overseeing the reporting of these objectives and
KPIs;
Through the Committee, the Directors monitor the performance of
the Group’s objectives and policies with respect to ESG matters
continually and a formal, detailed assessment of the performance
is undertaken on at least an annual basis.
Engagement
In addition, the ESG and Engagement Committee monitors the
performance and the ongoing appointment of all key service
providers continually and a formal, detailed assessment of the
performance and the terms of engagement of the Company’s key
service providers is undertaken on at least an annual basis to
ensure each remains fair and reasonable. This annual review
process includes two-way feedback, which provides the Board with
an opportunity to understand the views, experiences and any
significant issues encountered by service providers during the
period.
The Directors recognise the importance of maintaining strong and
effective business relationships with the Company’s key service
providers and that high quality interaction with these stakeholders
is an important factor in delivering the Board’s strategy successfully.
The annual performance assessment conducted by the ESG and
Engagement Committee seeks to ensure that:
• the terms of engagement remain fair and reasonable and
reflective of the services performed in the context of the nature,
scale and complexity of the Company;
• there is strong alignment between the objectives of the service
provider and those of the Company;
• they have not been the subject of any adverse event which may
present additional risk to the Company;
• they remain appropriately incentivised to perform their duties to
a high standard; and
• their continued engagement remains in the best interests of the
Company as a whole.
Related party interests and oversight of the Implementation of the
Conflicts of Interest Policy
The ESG and Engagement Committee is responsible for ensuring
that the Group’s business is conducted fairly and with the highest
level of Governance. On behalf of the Board, it is responsible for
ensuring that all potential conflicts of interest are recognised,
logged and
• managing conflicts of interest between the Board, Executive
Team and the other Group parties;
• considering the application of the Related Party Rules as set out
in Chapter 11 of the Listing Rules to arrangements and
agreements between the Group, the Executive Team and any
other related parties from time to time;
• considering any points of conflict which may arise between the
providers of other services to the Company.
Governance Report of the ESG and Engagement Committee continued Governance Report of the ESG and Engagement Committee continued
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Taylor Maritime Investments Limited Annual Report and Audited Consolidated Financial Statements
Main activities during the year
ESG Review
Upon its establishment following the Company’s IPO in May 2021,
the ESG and Engagement Committee sought to frame the
Company’s strategic objectives with regards to ESG through
preparation of the ESG Policy, which is published on the Company’s
website. The ESG and Engagement Committee has monitored the
progress of the Company with respect to the various initiatives
relating to the Policy. This has included an assessment of the fleet’s
readiness for forthcoming regulatory changes including those of
the International Maritime Organisation (“IMO”).
The ESG and Engagement Committee also established the
framework through which it would monitor the performance of the
fleet’s technical and commercial managers Tamar Ship
Management Limited and Taylor Maritime (HK) Limited respectively,
as well as monitoring any potential conflicts of interest that may
arise.
As part of the Company’s social commitment, the Company set a
charity budget of US$200,000 for the financial year. This is primarily
donated to charities and causes related to seafarers, but may also
be deployed to environmental causes.
Service provider performance assessment
The ESG and Engagement Committee undertook its first annual
performance evaluation of all key service providers in May 2022
and sought feedback from the Directors and Executive Team
regarding the quality of service and the effectiveness of the working
relationships with each service provider.
Additionally, all key service providers completed a self-assessment
questionnaire requesting details of their internal control
environment, approach to cyber security, business continuity
arrangements (including resilience during the COVID-19 pandemic),
key staffing policies (including matters of diversity and vetting of
new staff), policies regarding environmental impact and climate
change, as well as their adherence to anti-bribery, modern slavery,
criminal finances and general data protection regulations.
The results of the performance evaluations completed in May 2022
will be discussed and evaluated by the ESG and Engagement
Committee at the next quarterly board meeting in July 2022.
Potential Conflicts of Interest Review
During the period the ESG and Engagement Committee considered
the terms of a vessel sale to a consortium which included two
individuals who were considered related parties to the Group under
the listing rules. Compliance with the rules was satisfactorily tested
by the Group’s brokers Jefferies, however the transaction did not
proceed.
Helen Tveitan
ESG and Engagement Committee Chair
13 July 2022
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Taylor Maritime Investments Limited Annual Report and Audited Consolidated Financial Statements
1
610,000 Ordinary Shares owned directly, and 1,826,087 Ordinary Shares held by Local Resources Ltd, which forms part of the
assets of an irrevocable discretionary trust of which Nicholas Lykiardopulo is a beneficiary.
2
85,344 Ordinary Shares held by a person closely associated to Edward Buttery.
3
All Ordinary Shares held by a person closely associated to Alexander Slee.
Governance
Directors’ Report
The Directors of the Company are pleased to submit their first
Annual Report and the Audited Consolidated Financial Statements
(the “Financial Statements”) for the period from 31 March 2021 to
31 March 2022. In the opinion of the Directors, the Annual Report
and Audited Consolidated Financial Statements are fair, balanced
and understandable and provide the information necessary for
shareholders to assess the Group’s performance, business model
and strategy.
The Company
The Company was incorporated and registered in Guernsey under
the Companies (Guernsey) Law, 2008 on 31 March 2021. The
Company’s registration number is 69031 and it is regulated by the
Guernsey Financial Services Commission as a registered closed-
ended collective investment scheme pursuant to the Protection of
Investors (Bailiwick of Guernsey) Law, 2020, the Registered
Collective Investment Scheme Rules 2021 and the Prospectus
Rules 2021. The Company’s Ordinary Shares were admitted to the
premium listing segment of the Official List of the UK Listing
Authority and began trading on the Main Market of the London
Stock Exchange (“LSE”) on 27 May 2021 (Stock Code TMI).
Results and dividends
The results for the period are shown in the Consolidated Statement
of Comprehensive Income on page 57.
The Board declared dividends of US$11,528,775 during the period
from 31 March 2021 to 31 March 2022 followed by additional
dividends of US$5,778,778 and US$10,632,951 declared on 21
April 2022 and 6 May 2022 respectively in relation to the period
ended 31 March 2022. Further details of dividends declared or paid
are detailed in note 4.
Independent auditor
PricewaterhouseCoopers CI LLP (“PwC”) were appointed on 13
October 2021 and continued to serve as Auditor during the financial
period. A resolution to re-appoint PwC as Auditor will be put to the
forthcoming Annual General Meeting (“AGM”).
Directors and directors’ interests
The Directors, all of whom, with the exception of Edward Buttery,
are non-executive, are listed on page 33.
Edward Buttery has a service contract with the Company, details of
which are outlined in the Nomination and Renumeration Committee
Report on pages 39 to 42 and in note 10. No other Director has a service
contract with the Company and no such further contracts are proposed.
Each of the Non-Executive Directors is entitled to receive a fee from
the Company at such rate as may be determined in accordance with
the Articles. Details of the fees paid to the Non-Executive Directors
for the period ended 31 March 2022 are outlined in Nomination and
Renumeration Committee Report on pages 39 to 42.
In May 2022, the Board agreed an increase in their remuneration
and, with effect from 1 April 2022, each non-executive Director is
entitled to a basic fee of £60,000 per annum plus an additional
annual fee of £10,000 for chairing the Risk and Audit Committee
and £7,500 for the other committees. The Chairman’s fee has
increased to £90,000 per annum.
The Directors had the following interests in the Company at 31
March 2022, held either directly or beneficially:
Directors of the Company 31 March 2022
Name
No. of
Ordinary
Shares Percentage
Nicholas Lykiardopulo (Chair,
Independent Non-Executive Director)
2,436,087
1
0.74%
Edward Buttery (Chief Executive Officer) 550,232
2
0.14%
Christopher Buttery (Non-Executive
Director)
650,722 0.20%
Trudi Clark (Independent Non-Executive
Director)
50,000 0.02%
Sandra Platts (Independent Non-
Executive Director
42,261 0.01%
Helen Tveitan (Independent Non-
Executive Director)
20,000 0.01%
Executive team members
Camilla Pierrepont 172,941 0.05%
Alexander Slee 56,896
3
0.02%
Substantial shareholdings
As at 31 March 2022, being the date of the latest shareholder
analysis prior to the publication of these Consolidated Financial
Statements, the following shareholders had holdings in excess of
3% of the issued Ordinary Share capital:
Name
No. of
Ordinary
Shares
Percentage
of
Ordinary
Shares
Christian Oldendorff Schifffahrtsholding
GmbH & Co KG
36,325,000 11.00%
Fidelity International 26,489,861 8.02%
M&G Investments 25,266,052 7.65%
Waverton Investment Management 16,529,656 5.01%
EFG Harris Allday, stockbrokers 15,231,933 4.61%
West Yorkshire PF 13,955,899 4.23%
CG Asset Management 13,111,536 3.97%
Taylor Point (MI) 12,665,936 3.84%
Close Brothers Asset Management 11,721,905 3.55%
Related parties
Details of transactions with related parties are disclosed in note 10
to these Financial Statements.
Regulatory requirements
Since being admitted to the premium listing segment of the Official
List of the UK Listing Authority on 27 May 2021, the Company has
complied with the Prospectus Rules, the Disclosure Guidance and
Transparency Rules and the Market Abuse Directive (as
implemented in the UK through Financial Services and Markets
Authority).
Governance Directors’ Report continued
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Taylor Maritime Investments Limited Annual Report and Audited Consolidated Financial Statements
Alternative Investment Fund Managers
Directive (“AIFMD”)
AIFMD seeks to regulate alternative investment fund managers
(“AIFM”) and imposes obligations on managers who manage
alternative investment funds (“AIFs”) in the EU and who market
shares in such funds to EU investors. The Company is categorised
as a self-managed Non EEA AIF for the purposes of the AIFM
Directive, as a consequence the Company needs to comply with
various organisational, operational and transparency obligations.
The Company is categorised as a non-EU AIF and the Board of the
Company is a non-EU AIFM, therefore, it is not required to seek
authorisation under the AIFMD to market its shares. However,
following national transposition of the AIFMD in a given EU member
state, the marketing of ordinary shares in AIFs that are established
outside to investors in that EU member state will be prohibited
unless certain conditions are met. Certain of these conditions are
outside the Company’s control as they are dependent on the
regulators of the relevant third country and the relevant EU member
state entering into regulatory co-operation agreements with one
another.
The Directors have appointed the Risk and Audit Committee to
manage the relevant disclosures to be made to investors and the
necessary regulators. On 20 April 2021, the FCA confirmed that the
Company was eligible to be marketed via the FCA’s National Private
Placement Regime and the Company complied with Article 22 and
23 of the AIFMD for the year ended 31 March 2022. In May 2022,
the Company applied for authorisation to market in Luxembourg,
Netherlands, Ireland and Sweden.
The Company issued a prospectus on 7 May 2021 and all matters
were disclosed to investors as required under Article 23 of AIFMD.
As the Board of the Company is the AIFM, the details of the
Company’s remuneration policy for the Directors is outlined in the
Nomination and Remuneration Report and accords with the
principles established by AIFMD.
Non-mainstream pooled investments
The Company’s ordinary shares are considered as “excluded
securities” for the purposes of the FCA Rules regarding the
definition and promotion of non-mainstream pooled investments
(“NMPI”) because the returns to investors holding the Company’s
ordinary shares are, and are expected to continue to be,
predominantly based on the returns from ordinary shares and
debentures held indirectly by the Company. The Board therefore
believes that independent financial advisers can recommend the
Company’s ordinary shares to retail investors, although financial
advisers should seek their own advice on this issue.
Employee engagement & business
relationships
The Company has one direct employee, Edward Buttery, and the
Group have further employees including those within the Executive
Team, see the Nomination and Remuneration Committee Report
for further details of the employee engagements. The Company
conducts its core activities through the Executive Team and third-
party service providers. The Board recognises the benefits of
encouraging strong business relationships with the Executive
Team and the key service providers and seeks to ensure each is
committed to the performance of their respective duties to a high
standard and, where practicable, that the Executive Team and the
providers are motivated to adding value within their sphere of
activity. Details on the Board’s approach to service provider
engagement and performance review are contained in the
Stakeholders Report.
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Taylor Maritime Investments Limited Annual Report and Audited Consolidated Financial Statements
Governance
Statement of Directors’ responsibilities
The Directors are responsible for preparing the Annual Report and
Consolidated Financial Statements in accordance with applicable
law and regulations. The Companies (Guernsey) Law, 2008 (the
“Company law”) requires the Directors to prepare financial
statements for each financial year. The Directors have elected to
prepare the Financial Statements in accordance with International
Financial Reporting Standards (“IFRS”) as issued by the IASB and
applicable law.
Under the Company law, the Directors must not approve the
Financial Statements unless they are satisfied that they give a true
and fair view of the state of affairs of the Company and its profit or
loss for that year.
In preparing these Financial Statements, the Directors are required to:
• select suitable accounting policies and apply them consistently;
• make judgements and estimates that are reasonable, relevant
and reliable;
• state whether applicable accounting standards have been
followed, subject to any material departures disclosed and
explained in the Financial Statements;
• assess the Company’s ability to continue as a going concern,
disclosing, as applicable, matters related to going concern; and
• use the going concern basis of accounting, unless they either
intend to liquidate the Company or cease operations, or have no
realistic alternative but to do so.
The Directors are responsible for keeping proper accounting
records that are sufficient to show and explain the Company’s
transactions and disclose with reasonable accuracy at any time the
financial position of the Company and to enable them to ensure
that the Financial Statements comply with the Company law. They
are responsible for such internal control as they determine is
necessary to enable the preparation of financial statements that
are free from material misstatement, whether due to fraud or error,
and have general responsibility for taking such steps as are
reasonably open to them to safeguard the assets of the Company
and to prevent and detect fraud and other irregularities.
The Directors who hold office at the date of approval of the
Directors’ Report confirm that, so far as they are aware, there is no
relevant audit information of which the Company’s Auditor is
unaware, and that each Director has taken all the steps they ought
to have taken as a director to make themselves aware of any
relevant audit information and for establishing that the Company’s
Auditor is aware of that information.
Responsibility statement of the Directors in
respect of the Annual Report
Each of the Directors who served during the year, who are listed on
page 33, confirms to the best of their knowledge and belief that:
• the Consolidated Financial Statements, prepared in accordance
with IFRS as issued by the IASB, give a true and fair view of the
assets, liabilities, financial position and profit of the Group; and
• the Annual Report includes a fair review of the development and
performance of the business during the period, and the position
of the Group at the end of the year, together with a description of
the principal risks and uncertainties that the Group faces, as
required by DTR 4.1.8R and DTR 4.1.9R.
The Directors consider that the Annual Report, comprising the
Financial Statements and the Group Overview, Strategic Overview
and Governance sections, taken as a whole, is fair, balanced and
understandable and provides the information necessary for
Shareholders to assess the Company’s position and performance,
business model and strategy.
The Directors are also responsible for the maintenance and
integrity of the corporate and financial information included on the
Company’s website (www.taylormaritimeinvestments.com).
Legislation in Guernsey governing the preparation and
dissemination of financial statements may differ from legislation in
other jurisdictions.
Signed on behalf of the Board by:
Nicholas Lykiardopulo
Independent Chair
13 July 2022
Report on the audit of the
consolidated financial statements
Our opinion
In our opinion, the consolidated financial statements give a true
and fair view of the consolidated financial position of Taylor
Maritime Investments Limited (the “company”) and its subsidiaries
(together the “group”) as at 31 March 2022, and of their consolidated
financial performance and their consolidated cash flows for the
period from 31 March 2021 to 31 March 2022 (the “period”) in
accordance with International Financial Reporting Standards and
have been properly prepared in accordance with the requirements
of The Companies (Guernsey) Law, 2008.
What we have audited
The group’s consolidated financial statements comprise:
• the consolidated statement of financial position as at 31 March
2022;
• the consolidated statement of comprehensive income for the
period then ended;
• the consolidated statement of changes in shareholders’ equity
for the period then ended;
• the consolidated statement of cash flows for the period then
ended; and
• the notes to the consolidated financial statements, which include
significant accounting policies and other explanatory information.
Basis for opinion
We conducted our audit in accordance with International Standards
on Auditing (“ISAs”). Our responsibilities under those standards are
further described in the Auditor’s responsibilities for the audit of the
consolidated financial statements section of our report.
We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our opinion.
Independence
We are independent of the group in accordance with the ethical
requirements that are relevant to our audit of the consolidated
financial statements of the group, as required by the Crown
Dependencies’ Audit Rules and Guidance. We have fulfilled our
other ethical responsibilities in accordance with these requirements.
Our audit approach
Overview
Audit scope
• The company is a closed-ended investment company,
incorporated in Guernsey, whose ordinary shares are admitted to
trading on the London Stock Exchange’s Main Market. The
company is a self-managed investment company led by a Board
of Directors and an Executive Team. The services of the
Executive Team are provided pursuant to an intragroup advisory
and services agreement between the company and one of the
consolidated subsidiaries.
• The group comprises both consolidated and unconsolidated
subsidiaries. As disclosed under note 2 to the consolidated
financial statements, the company meets the definition of an
‘investment entity’ in accordance with IFRS 10 ‘Consolidated
Financial Statements’ and therefore accounts for its subsidiaries,
with the exception of certain subsidiaries that are not themselves
investment entities, at fair value through profit or loss under IFRS
9 ‘Financial Instruments’. The company only consolidates those
subsidiaries that are not themselves investment entities and
whose main purpose is to provide services relating to the
company’s investment activities.
• We conducted our audit of the consolidated financial statements
in Guernsey, based on financial information provided by the
group’s service providers, Sanne Fund Services (Guernsey) Limited
(formerly Praxis Fund Services Limited) (the “Administrator”) to
whom the Board of Directors has delegated the provision of
certain functions and from Taylor Maritime (HK) Limited (the
“Commercial Manager”). The Commercial Manager is amongst
other duties, responsible for maintaining the accounting records
for all subsidiaries of the company. We also had significant
interaction with the Executive Team and Commercial Manager in
completing aspects of our overall audit work.
• We tailored the scope of our audit, and structured our audit team
to incorporate support from our auditor’s internal experts, taking
into account the nature and industry sector of the assets held
within the investment portfolio; the involvement of third parties
referred to above and the accounting processes and controls.
Key audit matters
• Valuation of financial assets at fair value through profit or loss
Materiality
• Overall group materiality: USD 14.38 million based on 2.5% of Net
Assets.
• Performance materiality: USD 7.19 million.
The scope of our audit
As part of designing our audit, we determined materiality and
assessed the risks of material misstatement in the consolidated
financial statements. In particular, we considered where the
directors made subjective judgements; for example, in respect of
significant accounting estimates that involved making assumptions
and considering future events that are inherently uncertain, and we
considered the risk of climate change and the potential impact
thereof on our audit approach. As in all of our audits, we also
addressed the risk of management override of internal controls,
including among other matters, consideration of whether there
was evidence of bias that represented a risk of material
misstatement due to fraud.
Key audit matters
Key audit matters are those matters that, in our professional
judgement, were of most significance in our audit of the
consolidated financial statements of the current period and include
the most significant assessed risks of material misstatement
(whether or not due to fraud) identified by the auditors, including
those which had the greatest effect on: the overall audit strategy;
the allocation of resources in the audit; and directing the efforts of
the engagement team. These matters, and any comments we
make on the results of our procedures thereon, were addressed in
the context of our audit of the consolidated financial statements as
a whole, and in forming our opinion thereon, and we do not provide
a separate opinion on these matters.
This is not a complete list of all risks identified by our audit.
Page 51
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Taylor Maritime Investments Limited Annual Report and Audited Consolidated Financial Statements
Independent auditor’s report to the members
of Taylor Maritime Investments Limited
Independent auditor’s report to the members of Taylor Maritime Investments
Limited continued
Key audit matter How our audit addressed the key audit matter
Valuation of financial assets at fair value
through profit or loss
Please refer to notes 2, 3 and 5 to the
consolidated financial statements.
The group’s financial assets at fair value through
profit or loss amounting to USD 574.11 million
comprises the group’s holdings in unconsolidated
subsidiaries investing in a portfolio of shipping
vessels and equity securities in a listed shipping
company (“underlying investments”). The value of
financial assets at fair value through profit or loss
has been determined based on the fair value of
the underlying investments and the other residual
net assets within the unconsolidated subsidiaries
as at 31 March 2022.
The valuation of the group’s underlying
investments in shipping vessels involves
judgements and material estimation uncertainty,
resulting in an inherently subjective final valuation.
The effects of Covid-19 to the global economy,
geopolitical uncertainties surrounding the conflict
in Ukraine and the increasing regulatory focus
on climate change and the global shipping
industry’s commitment in reducing greenhouse
gas emissions have added uncertainty that will
need to be considered. The magnitude of the
amounts involved means that there is a potential
for material misstatement.
For the underlying investments in listed equity
securities, there is a risk that the valuation
may be materially misstated as a result of the
incorrect application of period end market prices
or judgements made as to whether the market in
which the investments trade is reflective of fair
value.
For the other residual net assets within the
unconsolidated subsidiaries, there is a risk that
the valuation may be materially misstated arising
from the omission of relevant assets or liabilities
or the inclusion of non-existent other assets or
liabilities.
Since the driver of the group’s value is the
valuation of its financial assets at fair value
through profit or loss, this is an area of focus for
stakeholders and a significant audit risk area, and
accordingly this has been reported as a key audit
matter.
1. We assessed the valuation accounting policy for compliance with the accounting
framework, and we agreed that the investment valuations are measured in accordance
with the stated policy.
2. We understood and evaluated the group’s processes, internal controls and methodology
applied in determining the fair value of the investment portfolio.
3. We obtained and reviewed the valuation paper prepared by the Executive Team to
understand and challenge the critical accounting estimates, judgements and valuation
methodologies adopted to determine the fair value of the underlying investments.
4. We attended relevant valuation meetings between the Risk and Audit Committee
and the Executive Team to understand and observe their process of challenging and
approving the valuations prepared by the Executive Team.
5. For the valuation of the underlying shipping vessels, we performed the following:
o Assessed the terms of engagement, independence, objectivity, competence and
expertise of the ship brokers;
o Obtained and read the valuation reports issued by the ship brokers for the ships and
the minutes of the meetings evidencing the Executive Team’s review and challenge to
the ship brokers’ proposed valuations;
o Examined the Executive Team's calculations for the charter lease contract
adjustments by comparing the actual charter rates pertaining to each vessel to
market charter rates to assess the magnitude of the potential adjustments to the
ship brokers' charter-free valuations. We have also assessed whether the decision
of the group not to adjust for charter leases is appropriate by obtaining satisfactory
explanations when challenging the assumptions made by the Executive Team and
corroborating the information provided against third party sources where applicable
and our view and understanding of various economic indicators. Additional
challenges were also made in light of any risks or impacts brought by Covid-19, on-
going conflict in Ukraine or by climate change;
o Reviewed the Executive Team’s valuation paper for the vessel located in one of
Ukraine’s Black Sea ports, considered the group's judgement not to adjust the ship
brokers' valuation, challenged the assumptions with respect to this vessel's valuation
by obtaining corroborative evidence and searching out independent evidence;
o Performed back testing procedures through comparison of disposal proceeds for
vessels sold to the most recent ship valuation per the group’s records;
o For vessels sold but undelivered as at period end, agreed the fair value to supporting
sales prices as indicated on the relevant executed agreements;
o Due to the subjectivity involved in determining valuations for individual vessels and
the existence of alternative assumptions and valuation methods, we determined a
range of values that were considered reasonable to evaluate the valuations used
by management. We determined that the assumptions used in the valuations were
supportable in light of available market evidence;
o We engaged auditor’s internal experts, to assess the valuations for a sample of
shipping vessels and evaluate the reasonableness of the ship brokers' fair value; and
o Recalculated the arithmetic mean of the ship brokers’ valuation as per the group’s
valuation policy and tested the mathematical accuracy of the charter value adjustments.
6. For the valuation of the underlying equity securities of a listed shipping company,
we have independently repriced the securities using the quoted market price per the
relevant Stock Exchange and inspected liquidity volumes to ascertain if the quoted
market price is reflective of fair value.
7. For the other residual net assets within the unconsolidated subsidiaries, we have
performed the following:
o Obtained and agreed independent bank and loan confirmations;
o Agreed a sample of material balances of other assets and liabilities to supporting
agreements and/or documentation; and
o Performed searches for unrecorded liabilities.
8. Obtained confirmations for the group’s ownership of the unconsolidated subsidiaries
and underlying investments.
9. Independently performed a completeness test of the unconsolidated subsidiaries’
general ledgers and reviewed the aggregation of their trial balances.
We have not identified any matters to report to those charged with governance.
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Taylor Maritime Investments Limited Annual Report and Audited Consolidated Financial Statements
How we tailored the audit scope
We tailored the scope of our audit to ensure that we performed
enough work to be able to give an opinion on the consolidated
financial statements as a whole, taking into account the structure
of the group, the accounting processes and controls, and the
industry in which the group operates.
We have considered whether the consolidated subsidiaries
included within the group comprise separate components for the
purpose of our audit scope. However, we have taken into account
the group’s financial reporting system and the related controls in
place at the Administrator and at the Commercial Manager, and
based on our professional judgement have tailored our audit scope
to account for the group’s consolidated financial statements as a
single component.
Scoping was performed at the group level, irrespective of whether
the underlying transactions took place within the company or
within any of the consolidated subsidiaries. Our testing was
performed on a consolidated basis using thresholds which are
determined with reference to the overall group performance
materiality and the risks of material misstatement identified. The
group audit was led, directed and controlled by
PricewaterhouseCoopers CI LLP and we were therefore not
required to engage with component auditors.
Materiality
The scope of our audit was influenced by our application of
materiality. We set certain quantitative thresholds for materiality.
These, together with qualitative considerations, helped us to
determine the scope of our audit and the nature, timing and extent
of our audit procedures on the individual financial statement line
items and disclosures and in evaluating the effect of misstatements,
both individually and in aggregate on the consolidated financial
statements as a whole.
Based on our professional judgement, we determined materiality
for the consolidated financial statements as a whole as follows:
Overall group materiality USD14.38 million
How we determined it 2.5% of Net Assets
Rationale for benchmark applied We believe that Net Assets is the
most appropriate benchmark as
this is a key metric of interest to
the members of the company. It is
also a generally accepted measure
used for companies within the
industry.
We use performance materiality to reduce to an appropriately low
level the probability that the aggregate of uncorrected and
undetected misstatements exceeds overall materiality. Specifically,
we use performance materiality in determining the scope of our
audit and the nature and extent of our testing of account balances,
classes of transactions and disclosures, for example in determining
sample sizes. Our performance materiality was 50% of overall
materiality, amounting to USD7.19 million for the group financial
statements.
In determining the performance materiality, we considered a
number of factors – risk assessment and aggregation risk and the
effectiveness of controls – and concluded that an amount at the
lower end of our normal range was appropriate.
We agreed with the Risk and Audit Committee that we would report
to them misstatements identified during our audit above
USD719,000 as well as misstatements below that amount that, in
our view, warranted reporting for qualitative reasons.
Reporting on other information
The other information comprises all the information included in the
Annual Report and Audited Consolidated Financial Statements (the
“Annual Report”) but does not include the consolidated financial
statements and our auditor’s report thereon. The directors are
responsible for the other information which includes any reporting
based on the Task Force on Climate-related Financial Disclosures
(TCFD) recommendations.
Our opinion on the 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 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 consolidated financial statements or our
knowledge obtained in the audit, or 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 based on these responsibilities.
Responsibilities for the consolidated
financial statements and the audit
Responsibilities of the directors for the consolidated financial
statements
As explained more fully in the Statement of Directors’
Responsibilities, the directors are responsible for the preparation of
the consolidated financial statements that give a true and fair view
in accordance with International Financial Reporting Standards,
the requirements of Guernsey law and for such internal control as
the directors determine is necessary to enable the preparation of
consolidated financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the directors
are responsible for assessing 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
the directors either intend to liquidate the group or to cease
operations, or have no realistic alternative but to do so.
Independent auditor’s report to the members of Taylor Maritime Investments
Limited continued
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Taylor Maritime Investments Limited Annual Report and Audited Consolidated Financial Statements
Auditor’s responsibilities for the audit of the consolidated
financial statements
Our objectives are to obtain reasonable assurance about whether
the 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 will always detect a material
misstatement when it exists. Misstatements can arise from fraud
or error and are considered material if, individually or in aggregate,
they could reasonably be expected to influence the economic
decisions of users taken on the basis of these consolidated
financial statements.
Our audit testing might include testing complete populations of
certain transactions and balances, possibly using data auditing
techniques. However, it typically involves selecting a limited number
of items for testing, rather than testing complete populations. We
will often seek to target particular items for testing based on their
size or risk characteristics. In other cases, we will use audit
sampling to enable us to draw a conclusion about the population
from which the sample is selected.
As part of an audit in accordance with ISAs, we exercise professional
judgement and maintain professional scepticism throughout the
audit. We also:
• Identify and assess the risks of material misstatement of the
consolidated financial statements, whether due to fraud or error,
design and perform audit procedures responsive to those risks,
and obtain audit evidence that is sufficient and appropriate to
provide a basis for our opinion. The risk of not detecting a
material misstatement resulting from fraud is higher than for
one resulting from error, as fraud may involve collusion, forgery,
intentional omissions, misrepresentations, or the override of
internal control.
• 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 group’s internal control.
• Evaluate the appropriateness of accounting policies used and
the reasonableness of accounting estimates and related
disclosures made by the directors.
• Conclude on the appropriateness of the directors’ use of the
going concern basis of accounting and, based on the audit
evidence obtained, whether a material uncertainty exists related
to events or conditions that may cast significant doubt on the
group’s ability to continue as a going concern over a period of at
least twelve months from the date of approval of the consolidated
financial statements. If we conclude that a material uncertainty
exists, we are required to draw attention in our auditor’s report to
the related disclosures in the consolidated financial statements
or, if such disclosures are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence obtained up to the
date of our auditor’s report. However, future events or conditions
may cause the group to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the
consolidated financial statements, including the disclosures, and
whether the consolidated financial statements represent the
underlying transactions and events in a manner that achieves
fair presentation.
• Obtain sufficient appropriate audit evidence regarding the
financial information of the entities or business activities within
the group to express an opinion on the consolidated financial
statements. We are responsible for the direction, supervision
and performance of the group audit. We remain solely responsible
for our audit opinion.
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 consolidated financial statements of
the current period and are therefore the key audit matters. We
describe these matters in our auditor’s report unless law or
regulation precludes public disclosure about the matter or when, in
extremely rare circumstances, we determine that a matter should
not be communicated in our report because the adverse
consequences of doing so would reasonably be expected to
outweigh the public interest benefits of such communication.
Use of this report
This report, including the opinions, has been prepared for and only
for the members as a body in accordance with Section 262 of The
Companies (Guernsey) Law, 2008 and for no other purpose. We do
not, in giving these opinions, accept or assume responsibility for
any other purpose or to any other person to whom this report is
shown or into whose hands it may come save where expressly
agreed by our prior consent in writing.
Report on other legal and regulatory
requirements
Company Law exception reporting
Under The Companies (Guernsey) Law, 2008 we are required to
report to you if, in our opinion:
• we have not received all the information and explanations we
require for our audit;
• proper accounting records have not been kept; or
• the consolidated financial statements are not in agreement with
the accounting records.
We have no exceptions to report arising from this responsibility.
Independent auditor’s report to the members of Taylor Maritime Investments
Limited continued
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Taylor Maritime Investments Limited Annual Report and Audited Consolidated Financial Statements
Corporate governance statement
The Listing Rules require us to review the directors’ statements in
relation to going concern, longer-term viability and that part of the
corporate governance statement relating to the company’s
compliance with the provisions of the UK Corporate Governance
Code specified for our review. Our additional responsibilities with
respect to the corporate governance statement as other information
are described in the Reporting on other information section of this
report.
The company has reported compliance against the 2019 AIC Code
of Corporate Governance (the “Code”) which has been endorsed by
the UK Financial Reporting Council as being consistent with the UK
Corporate Governance Code for the purposes of meeting the
company’s obligations, as an investment company, under the
Listing Rules of the FCA.
Based on the work undertaken as part of our audit, we have
concluded that each of the following elements of the corporate
governance statement, included within the Strategic Review is
materially consistent with the consolidated financial statements
and our knowledge obtained during the audit, and we have nothing
material to add or draw attention to in relation to:
• The directors’ confirmation that they have carried out a robust
assessment of the emerging and principal risks;
• The disclosures in the Annual Report that describe those
principal risks, what procedures are in place to identify emerging
risks and an explanation of how these are being managed or
mitigated;
• The directors’ statement in the consolidated financial statements
about whether they considered it appropriate to adopt the going
concern basis of accounting in preparing them, and their
identification of any material uncertainties to the group’s ability
to continue to do so over a period of at least twelve months from
the date of approval of the consolidated financial statements;
• The directors’ explanation as to their assessment of the group’s
prospects, the period this assessment covers and why the period
is appropriate; and
• The directors’ statement as to whether they have a reasonable
expectation that the company will be able to continue in operation
and meet its liabilities as they fall due over the period of its
assessment, including any related disclosures drawing attention
to any necessary qualifications or assumptions.
Our review of the directors’ statement regarding the longer-term
viability of the group was substantially less in scope than an audit
and only consisted of making inquiries and considering the
directors’ process supporting their statements; checking that the
statements are in alignment with the relevant provisions of the
Code; and considering whether the statement is consistent with
the consolidated financial statements and our knowledge and
understanding of the group and its environment obtained in the
course of the audit.
In addition, based on the work undertaken as part of our audit, we
have concluded that each of the following elements of the corporate
governance statement is materially consistent with the
consolidated financial statements and our knowledge obtained
during the audit:
• The directors’ statement that they consider the Annual Report,
taken as a whole, is fair, balanced and understandable, and
provides the information necessary for the members to assess
the group’s position, performance, business model and strategy;
• The section of the Annual Report that describes the review of
effectiveness of risk management and internal control systems;
and
• The section describing the work of the Risk and Audit Committee.
We have nothing to report in respect of our responsibility to report
when the directors’ statement relating to the company’s compliance
with the Code does not properly disclose a departure from a
relevant provision of the Code specified under the Listing Rules for
review by the auditors.
Other matter
In due course, as required by the Financial Conduct Authority
Disclosure Guidance and Transparency Rule 4.1.14R, these
consolidated financial statements will form part of the ESEF-
prepared annual financial report filed on the National Storage
Mechanism of the Financial Conduct Authority in accordance with
the ESEF Regulatory Technical Standard (“ESEF RTS”). This
auditor’s report provides no assurance over whether the annual
financial report will be prepared using the single electronic format
specified in the ESEF RTS.
Evelyn Brady
For and on behalf of PricewaterhouseCoopers CI LLP
Chartered Accountants and Recognised Auditor
Guernsey, Channel Islands
13 July 2022
Independent auditor’s report to the members of Taylor Maritime Investments
Limited continued
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Taylor Maritime Investments Limited Annual Report and Audited Consolidated Financial Statements
Page 56
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Taylor Maritime Investments Limited Annual Report and Audited Consolidated Financial Statements
Financial
statements
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Taylor Maritime Investments Limited Annual Report and Audited Consolidated Financial Statements
Page 57
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Taylor Maritime Investments Limited Annual Report and Audited Consolidated Financial Statements
Financial
statements
Financial statements
Consolidated statement of
comprehensiveincome
For the period from 31 March 2021 (date of incorporation) to 31 March 2022
Note
31 March 2021
(date of
incorporation)
to 31 March
2022
US$
Income
Net gains on financial assets at fair value through profit or loss 5 245,569,999
Dividend income 7 13,572,934
Net foreign exchange losses (55,479 )
Total income
Expenses
Director and staff costs 10 3,508,785
Share-based payment – equity settled 10 486,645
Audit and interim review fees 481,987
PR and investor consultancy fees 326,107
Legal and professional fees 292,682
Office support fees 276,000
Administration fees 10 209,680
Travel and marketing fees 189,340
Other expenses 434,693
Total expenses 6,205,919
Profit for the period before tax 252,881,535
Taxation 11 (69,970 )
Profit for the period after tax 252,811,565
Total comprehensive income for the period 252,811,565
Earnings per Ordinary Share for profit attributable
to the Ordinary Equity holders of the Company:
Basic earnings per Ordinary Share 14 0.8041
Diluted earnings per Ordinary Share 14 0.7932
The Company has no components of “Other Comprehensive Income”.
All items in the above statement are derived from continuing operations. All income is attributable to the Ordinary Shares of the Company.
The accompanying notes on pages 61 to 80 form an integral part of the Consolidated Financial Statements.
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Taylor Maritime Investments Limited Annual Report and Audited Consolidated Financial Statements
Financial statements
Consolidated statement of changes
in shareholders’ equity
For the period from 31 March 2021 (date of incorporation) to 31 March 2022
Note
Share capital
US$
Retained
earnings
US$
Other reserves
US$
Total equity
US$
At 31 March 2021 - - - -
Total comprehensive income:
Profit for the financial period - 252,811,565 - 252,811,565
Total comprehensive income for the period - 252,811,565 - 252,811,565
Transactions with Shareholders:
Issue of Ordinary Shares during the period, net of issue
costs
12 333,479,334 - - 333,479,334
Dividends paid during the period 4 - (11,528,775 ) - (11,528,775 )
Equity-settled share-based awards 10 - - 486,645 486,645
Total transactions with Shareholders 333,479,334 (11,528,775 ) 486,645 322,437,204
At 31 March 2022 333,479,334 241,282,790 486,645 575,248,769
The accompanying notes on pages 61 to 80 form an integral part of the Consolidated Financial Statements.
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Taylor Maritime Investments Limited Annual Report and Audited Consolidated Financial Statements
Financial statements
Consolidated statement of financial position
At 31 March 2022
Note
31 March 2022
US$
Non-current assets
Financial assets at fair value through profit or loss 5 574,114,922
Total non-current assets 574,114,922
Current assets
Cash and cash equivalents 3,382,410
Trade and other receivables 56,821
Total current assets 3,439,231
Total assets 577,554,153
Current liabilities
Trade and other payables 8 2,305,384
Total current liabilities 2,305,384
Net assets 575,248,769
Equity
Share capital 12 333,479,334
Retained earnings 241,282,790
Other reserves 10 486,645
Total equity 575,248,769
Number of Ordinary Shares 12 330,215,878
Net asset value per Ordinary Share 1.7420
The Consolidated Financial Statements on pages 57 to 80 were approved and authorised for issue by the Board of Directors on 13 July
2022 and signed on its behalf by:
Nicholas Lykiardopulo
Independent Chair
The accompanying notes on pages 61 to 80 form an integral part of the Consolidated Financial Statements.
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Taylor Maritime Investments Limited Annual Report and Audited Consolidated Financial Statements
Financial statements
Consolidated statement of cash flows
For the period from 31 March 2021 (date of incorporation) to 31 March 2022
Note
31 March 2021
(date of
incorporation)
to 31 March
2022
US$
Cash flows from operating activities
Profit for the period after tax 252,811,565
Adjustments for:
Net gains on financial assets at fair value through profit or loss 5 (245,569,999 )
Equity-settled share based awards 10 486,645
Net foreign exchange losses 55,479
Increase in trade and other receivables (56,821 )
Increase in trade and other payables 2,305,384
Purchase of investments during the period
1
5 (225,866,439 )
Net cash flow used in operating activities (215,834,186 )
Cash flows from financing activities
Proceeds from Ordinary Share issuance
2
12 237,320,000
Ordinary Share issue costs 12 (6,519,150 )
Dividends paid 4 (11,528,775 )
Net cash flow from financing activities 219,272,075
Net increase in cash and cash equivalents 3,437,889
Cash and cash equivalents at beginning of period -
Effect of foreign exchange rate changes during the period (55,479 )
Cash and cash equivalents at end of period 3,382,410
The accompanying notes on pages 61 to 80 form an integral part of the Consolidated Financial Statements.
1 Excludes non-cash transactions. For details, refer to note 5.
2 Excludes non-cash transactions. For details, refer to note 12.
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Taylor Maritime Investments Limited Annual Report and Audited Consolidated Financial Statements
Financial statements
Notes to the consolidated financial
statements
For the period from 31 March 2021 (date of incorporation) to 31 March 2022
1. General information
registered in Guernsey under the Companies (Guernsey) Law, 2008
on 31 March 2021. The Company’s registration number is 69031
and it is regulated by the Guernsey Financial Services Commission
as a registered closed-ended collective investment scheme,
pursuant to the Protection of Investors (Bailiwick of Guernsey) Law,
2020, under The Registered Collective Investment Scheme Rules
2021 and the Prospectus and Guidance Rules 2021. The Company’s
Ordinary Shares were admitted to the premium listing segment of
the Official List of the UK Listing Authority and began trading on the
Main Market of the London Stock Exchange on 27 May 2021.
The Company has been established with an unlimited life, however,
a continuation resolution will be put to Shareholders as an ordinary
resolution at the first annual general meeting of the fifth anniversary
of the Initial Admission, which will be in the year 2027.
The consolidated Group consists of the Company and its three
wholly owned subsidiaries called TMI Management (HK) Limited
(“TMIHK”), TMI Advisors (UK) Limited (formerly TMI Management
(UK) Limited) (“TMIUK”) and TMI Advisor Pte. Limited (“TMI
Singapore”), all of which were newly incorporated during the
Company’s financial period and provide advisory and administration
services to the Company. In addition, the Group consolidates its
wholly owned subsidiary, TMI Director 1 Limited, also newly
incorporated during the Company’s financial period. TMI Director 1
Limited provides corporate director services to the Special Purpose
Vehicles (“SPVs”).
The Company owns its investments through SPVs which are not
consolidated into the results of the Company but are measured at
Fair Value in the Consolidated Statement of Financial Position.
The Group's credit facility is advanced to TMI HoldCo Limited
(“Holdco”), the holding company of the SPVs. Holdco’s results are
also not consolidated but are measured at Fair Value in the
Consolidated Statement of Financial position.
2. Principal accounting policies
a) Statement of Compliance
The Group’s Annual Report and Audited Consolidated Financial
Statements (the “Consolidated Financial Statements”), which give
a true and fair view, have been prepared in accordance with
International Financial Reporting Standards (“IFRS”) issued by the
International Accounting Standards Board (“IASB”) and
interpretations issued by the International Financial Reporting
Interpretations Committee (“IFRIC”) and are in compliance with the
Companies (Guernsey) Law, 2008 and the Disclosure Guidance
and Transparency Rules.
b) Basis of Preparation and Consolidation
The Group’s Consolidated Financial Statements have been
prepared on a historical cost basis, except for financial assets
measured at fair value through profit or loss.
In preparing these consolidated financial statements, management
makes judgements, estimates and assumptions that affect the
application of accounting policies and the reported amounts of
assets and liabilities at the date of the Consolidated Financial
Statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates. Significant estimates and judgements are discussed in
note 3. The principal accounting policies adopted are set out below.
The Board has determined that the Company meets the definition
of an investment entity, according to IFRS 10 as explained below.
As a consequence, the Company does not consolidate its controlled
subsidiary investments and accounts for them at fair value through
profit or loss, with the exception of those that provide investment-
related services to the Company’s investment activities.
Non-consolidation – Investment entity
Investments in Holdco and SPVs
The Board has determined that the Company has all the elements
of control as prescribed by IFRS 10 in relation to the Holdco, and
then indirectly the SPVs (see note 6 for list of SPVs), as the
Company is the sole shareholder in Holdco and indirectly (via its
investment in the Holdco) is the ultimate controlling party of the
SPVs, is exposed and has rights to the returns of the Holdco (and
indirectly in the SPVs) and has the ability to affect the amount of its
returns from the Holdco (and indirectly in the SPVs).
The investment entities exemption requires that an investment
entity that has determined that it is a parent under IFRS 10 shall not
consolidate certain of its subsidiaries; instead it is required to
measure its investment in these subsidiaries at fair value through
profit or loss in accordance with IFRS 9.
The criteria which defines an investment entity are as follows:
• An entity has obtained funds from one or more investors for the
purpose of providing those investors with investment
management services;
• An entity has committed to its investors that its business
purpose is to invest funds solely for the returns from capital
appreciation, investment income or both; and
• An entity measures and evaluates the performance of
substantially all of its investments on a fair value basis.
The Company provides investment management services and has
a number of investors who pool their funds to gain access to these
services and investment opportunities that they might not have
had access to individually. The Company, being listed on the Main
Market of the London Stock Exchange, obtains funding from a
diverse group of external shareholders.
Consideration is also given to the time frame of an investment. An
investment entity should not hold its investments indefinitely but
should have an exit strategy for their realisation. As the Group has
a renewal policy for any aging vessels in accordance with the
sustainability strategy or will be sold if other investments with
better risk/reward profile are identified, the Board of Directors
consider that this demonstrates a clear exit strategy.
Financial statements Notes to the consolidated financial statements continued
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Taylor Maritime Investments Limited Annual Report and Audited Consolidated Financial Statements
2. Principal accounting policies continued
The Company measures and evaluates the performance of
substantially all of their investments on a fair value basis. The fair
value method is used to represent the Company’s performance in its
communication to the market, including investor presentations. In
addition, the Executive Team reports fair value information internally
to the Board, who use fair value as a significant measurement
attribute to evaluate the performance of its investments and to make
investment decisions for mature investments.
The Company has determined that the fair value of the Holdco and the
SPVs is the consolidated NAV of Holdco and the SPVs. The fair value
of the SPVs, includes the SPVs’ investment in their respective vessel
assets as well as the residual net assets and liabilities of the SPVs.
Charter-free valuations - delivered vessels
In estimating the fair value of each underlying SPV, the Board has
approved the valuation methodology for valuing the shipping
vessel assets held by the SPVs. The carrying value of the shipping
vessel assets are determined by two independent, recognised ship
valuation companies selected by the Board to provide charter free
valuations for each vessel being Hartland Shipping Services
Limited and Braemar ACM Valuations Limited. Since vessels trade
in the second-hand market on a regular basis and are of reasonably
standard design and construction, it is possible to ascertain
valuations for most vessels which can be provided through many
brokers in the key shipping hubs around the world. the Company
takes the arithmetical mean of the two valuations to determine the
value of a vessel. The values are based on the professional valuers’
assessment of what a willing seller and a willing buyer would pay
for the vessel at the time of valuation. When valuing a particular
vessel, the valuers will take into account the vessel’s type, size and
standard specifications, comparable recent sales, buyers’ and
sellers’ price expectations for vessels currently being offered in the
market, and freight market sentiment; adjustment is made for age and
survey position, and also for particular specification features, such as
Ballast Water Treatment Systems and energy saving devices.
Charter-free valuations - undelivered vessels
The Group have determined that substantially all of risks and rewards
of the ownership of the vessels are only transferred, and subsequently
an asset recognised or de-recognised at the SPV level, once the ship
is delivered. However, as stated above, as the Group measures its
investments in Holdco and the SPVs at fair value, the Board have
determined that any fair value movement in the market value of the
undelivered vessels should be adjusted for as follows:
• For vessels sold but not yet delivered – the Board have
determined that the best representation of the fair value is the
agreed selling price, of these vessels; and
• For vessels purchased but not yet delivered – the Board have
determined any market value movements, as determined by the
arithmetical mean of the two independents valuations by
Hartland Shipping Services Limited and Braemar ACM Valuations
Limited, of the undelivered vessels above or below the purchase
consideration, under the relevant memoranda of agreements, is
recognised in the fair value of the Group’s investment in Holdco.
Adjustments for Charter leases
The charter-free independent valuations are then adjusted for any
significant differences on any vessel’s charter with remaining lease
contracts that are greater than 12 months in length attached to a
vessel, based on premium/discount to the forward freight
agreement (“FFAs”) benchmark rates.
Investment in Grindrod Shipping Holdings Ltd. (“Grindrod Shipping”)
During the period, the Group also completed an acquisition of a
26.6% stake in Grindrod Shipping, a dual NASDAQ and Johannesburg
Stock Exchange listed shipping business (NASDAQ: GRIN, JSE:
GSH “Grindrod Shipping”) secured at an average price of US$17.64
per share. When available, the fair value of an instrument is
measured using the quoted price in an active market for that
instrument. A market is regarded as ‘active’ if transactions for the
asset or liability take place with sufficient frequency and volume to
provide pricing information on an ongoing basis. Instruments
quoted in an active market are valued at a closing price, because
this price provides a reasonable approximation of the exit price.
Other residual net assets/liabilities of Holdco and SPVs
The other residual net assets consist of accounts payable/
receivable and cash balances which are measured consistently
with the Company’s accounting policies at amortised cost using
the effective interest method.
Unconsolidated subsidiaries
The Company has concluded that the Holdco, and then indirectly
the SPVs, meet the definition of unconsolidated subsidiaries under
IFRS 12 ‘Disclosure of Interests in Other Entities’ (“IFRS 12”) and
have made the necessary disclosures in notes 5 and 6 of these
Consolidated Financial Statements.
Consolidation
Investments in TMIHK, TMIUK and TMI Singapore
The Board has determined that the Company has all the elements
of control as prescribed by IFRS 10 in relation to TMIHK TMIUK and
TMI Singapore, as the Company is the sole shareholder in TMIHK
and indirectly (via its investment in TMIHK) is the ultimate
controlling party of TMIUK and TMI Singapore, is exposed and has
rights to the returns of TMIHK (and indirectly in TMIUK and TMI
Singapore) and has the ability to affect the amount of its returns
from TMIHK (and indirectly in TMIUK and TMI Singapore).
TMIHK, TMIUK and TMI Singapore are deemed to provide
investment related services to the Company. See note 3 critical
accounting estimates and judgements. The exception to
consolidation does not apply to a subsidiary that is not itself an
investment entity and whose main purpose and activities are
providing services that relate to the investment entity parent’s
investment activities. As a result the Company is required to
consolidate TMIHK, TMIUK and TMI Singapore within these
Consolidated Financial Statements under IFRS. This determination
involves a degree of judgement.
Financial statements Notes to the consolidated financial statements continued
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Taylor Maritime Investments Limited Annual Report and Audited Consolidated Financial Statements
2. Principal accounting policies continued
These Consolidated Financial Statements, therefore, incorporate
the financial statements of the Company and its direct subsidiaries
and entities which its controls and provide investment related
services, being TMIHK, TMIUK and TMI Singapore. TMIHK, TMIUK
and TMI Singapore were fully consolidated from the date on which
control is transferred to the Company. They would be de-
consolidated from the date on which control ceases.
Consolidated Financial Statements are prepared using uniform
accounting policies for like transactions. Accounting policies of
subsidiaries and controlled entities are amended where necessary
to ensure consistency with the policies adopted by the Company.
Inter-company transactions, balances and unrealised gains on
transactions between Group companies are eliminated on consolidation.
Investment in TMI Director 1 Limited
In addition, the Board has determined that the Company has all the
elements of control as prescribed by IFRS 10 in relation to TMI
Director 1 Limited, as the Company is the sole shareholder in TMI
Director 1 Limited and is exposed and has rights to the returns of
TMI Director 1 Limited and has the ability to affect the amount of its
returns from TMI Director 1 Limited. TMI Director 1 Limited is also
deemed to provide investment related services to the Company
and, therefore, the same consideration for consolidation are applied
as listed above for TMIHK, TMIUK and TMI Singapore . As a result
the Company is required to consolidate TMI Director 1 Limited (the
Company, TMIHK, TMIUK, TMI Singapore and TMI Director 1
Limited together the consolidated “Group”) within these
Consolidated Financial Statements under IFRS.
At 31 March 2022, TMI Director 1 Limited has no asset or liabilities
other than USD1.00 of share capital which is eliminated on
consolidation. TMI Director 1 Limited has not received any income
or incurred any expenses during the period.
Going concern
The Group has considerable financial resources, and after making
enquiries, the Directors, at the time of approving the Consolidated
Financial Statements, have a reasonable expectation that the
Group has adequate resources to continue in operational existence
for a period of at least 12 months from the date of approval of
these Consolidated Financial Statements.
In June 2021, the Group successfully completed the deployment of
the proceeds raised at IPO and subsequently in August, successfully
completed the deployment of the proceeds raised at the Placing in
July 2021. The portfolio of vessels and investments is expected to
generate enough cash flows to pay on-going expenses and returns
to Shareholders. As part of their considerations of the
appropriateness of adopting the going concern basis, the Directors
have considered the cash position, the performance of the portfolio
and they have carried out a robust assessment of the Group’s
solvency and liquidity position using a scenario analysis on possible
outcomes. Following these assessments, the Board have
concluded that it is appropriate to adopt the going concern basis in
the preparation of these Consolidated Financial Statements, as the
Group has adequate financial resources to meet its liabilities as
they fall due for at least the 12 month period from the date of the
approval of the Consolidated Financial Statements.
c) New Accounting Standards and interpretations
applicable to future reporting periods
Certain new accounting standards, amendments to accounting
standards and interpretations have been published that are not
mandatory for 31 March 2022 reporting periods and have not been
early adopted by the Group. These standards, amendments or
interpretations are not expected to have a material impact on the
entity in the current or future reporting periods and on foreseeable
future transactions.
d) Income
Income comprises interest income from cash and cash equivalents
and dividend income. Interest income is recognised on a time-
proportionate basis using the effective interest method. Dividend
income is recognised when the right to receive a payment is
established.
e) Net gains on Financial Assets at Fair Value through
Profit or Loss
Net gains on financial assets at fair value through profit or loss
includes all realised and unrealised fair value changes.
Net realised (losses)/gains from financial assets at fair value
through profit or loss are calculated as sale proceeds less cost.
f) Expenses
Expenses of the Group are charged through profit or loss in the
Consolidated Statement of Comprehensive Income on an accrual
basis.
g) Ordinary Shares
The Ordinary Shares of the Company are classified as equity based
on the substance of the contractual arrangements and in
accordance with the definition of equity instruments under IAS 32.
The proceeds from the issue of participating shares are recognised
in the Consolidated Statement of Changes in Shareholders’ Equity,
net of incremental issuance costs.
h) Financial instruments
Financial Assets
Recognition and initial measurement
At initial recognition, the Group measures a financial asset at its fair
value plus, in the case of a financial asset not at fair value through
profit or loss (“FVTPL”), transaction costs that are directly
attributable to the acquisition of the financial asset. Transaction
costs of financial assets carried at FVTPL are expensed in profit or
loss.
Derecognition
A financial asset is derecognised when the contractual rights to the
cash flows from the financial asset expire or it transfers the
financial asset and the transfer qualifies for derecognition in
accordance with IFRS 9.
Classification
The Group classifies its financial assets into categories in
accordance with IFRS 9. The Group classifies its financial assets
based on the group’s business model for managing those financial
assets and the contractual cashflow characteristics of the financial
assets.
Financial statements Notes to the consolidated financial statements continued
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Taylor Maritime Investments Limited Annual Report and Audited Consolidated Financial Statements
2. Principal accounting policies continued
On initial recognition, the Group classifies financial assets as
measured at amortised cost or at fair value through profit or loss
(“FVTPL”).
A financial asset is measured at amortised cost if it meets both of
the following conditions and is not designated as at FVTPL:
• it is held within a business model whose objective is to hold
assets to collect contractual cash flows; and
• its contractual terms give rise on specified dates to cash flows
that are solely payments of principal and interest (“SPPI”).
All other financial assets of the Group are measured at FVTPL.
In making an assessment of the objective of the business model in
which a financial asset is held, the Group considers all of the
relevant information about how the business is managed.
The Group has determined that it has two business models.
• Held-to-collect business model: this includes cash and cash
equivalents, trade and other receivables. These financial assets
are held to collect contractual cash flow.
• Other business model: this includes investments in Holdco and
SPVs. These financial assets are managed and their performance
is evaluated on a fair value basis.
Financial assets are only reclassified if there is a change in business
model.
The Investment entities exception to consolidation (“Investment
entities exception”) in IFRS 10 ‘Consolidated Financial Statements’
(“IFRS 10”) requires certain subsidiaries of an investment entity to
be accounted for at FVTPL in accordance with IFRS 9 ‘Financial
Instruments’ (“IFRS 9”).
Cash and cash equivalents
Cash comprises current deposits with banks. Cash equivalents are
short-term, highly liquid investments that are readily convertible to
known amounts of cash, are subject to an insignificant risk of
changes in value, and are held for the purpose of meeting short-
term cash commitments rather than for investments or other
purposes.
Trade and other receivables
Trade and other receivables that have fixed or determinable
payments that are not quoted in an active market are classified as
“Trade and other receivables”. Trade and other receivables are
measured at amortised cost using the effective interest method,
less any expected credit losses (“ECL”).
Subsequent measurement
Subsequent to initial recognition, financial assets at FVTPL are
measured at fair value with gains and losses arising from changes
in the fair value recognised in the Consolidated Statement of
Comprehensive Income. All other financial assets are subsequently
measured at amortised cost using the effective interest rate
method, less any impairment.
IFRS 9 Financial Instruments requires the Group to measure and
recognise impairment on financial assets at amortised cost based
on ECL. The Group applies the IFRS 9 simplified approach to
measuring expected credit losses which uses a lifetime expected
loss allowance for all trade and other receivables. At 31 March
2022, the Group had recognised no expected credit impairment
provisions.
Financial liabilities
Classification, subsequent measurement and gains and losses
Financial liabilities are classified as measured at amortised cost or
FVTPL.
A financial liability is classified as at FVTPL if it is classified as held-
for-trading, it is a derivative or it is designated as such on initial
recognition. Financial liabilities at FVTPL are measured at fair value
and net gains and losses, including any interest expense, are
recognised in profit or loss.
Other financial liabilities are subsequently measured at amortised
cost using the effective interest method. Interest expense and
foreign exchange gains and losses are recognised in profit or loss.
Any gain or loss on derecognition is also recognised in profit or loss.
Financial liabilities at amortised cost:
This includes trade and other payables.
Trade and other payables
These amounts represent liabilities for goods and services provided
to the Group prior to the end of the financial period which are
unpaid. The amounts are unsecured and are usually paid within 90
days of recognition. Trade and other payables are presented as
current liabilities unless payment is not due within 12 months after
the reporting period. They are recognised initially at their fair value
and subsequently measured at amortised cost using the effective
interest method.
Derecognition
A financial liability is derecognised when the obligation specified in
the contract is discharged, cancelled or expires.
i) Foreign Currency
Functional and presentation currency
The Board has determined that the functional currency of the
Group is US Dollar (“US$”). The following factors are considered in
determining the functional currency: that US Dollar is the currency
of the primary economic environment of the Group, the currency in
which the finance was raised and distributions will be made, the
currency that would be returned if the Group was wound up, and
the currency to which the majority of the underlying investments
are exposed. The Consolidated Financial Statements of the Group
are presented in US Dollars, which has been selected as the
presentation currency of the Group.
Financial statements Notes to the consolidated financial statements continued
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2. Principal accounting policies continued
Transactions and balances
Foreign currency transactions are translated into the functional
currency using the exchange rates prevailing at the dates of the
transactions. Foreign exchange gains and losses resulting from the
settlement of such transactions and from the translation at year
end exchange rates of monetary assets and liabilities denominated
in foreign currencies are recognised in the Consolidated Statement
of Comprehensive Income.
Non-monetary items measured at historical cost are translated
using the exchange rates at the date of the transaction (not
retranslated). Non-monetary items measured at fair value are
translated using the exchange rates at the reporting date when fair
value was determined.
j) Employee benefits
Short-term benefits
Short-term employee benefit obligations are measured on an
undiscounted basis and are expensed as the related service is
provided. A liability is recognised for the amount expected to be
paid under short-term cash bonus or profit-sharing plans if the
Group has a present legal or constructive obligation to pay this
amount as a result of past service provided by the employee and
the obligation can be estimated reliably.
Share-based payments
The grant date fair value awards to employees made under the
Long-term Incentive Plan is recognised as an expense with a
corresponding increase in equity, over the vesting period of the
awards. The amount recognised as an expense is adjusted to
reflect the number of awards for which the related non-market
performance conditions are expected to be met, such that the
amount ultimately recognised is based on the number of awards
that meet the related non-market performance conditions at the
vesting date. For share-based payment awards with market
conditions, the grant date fair value of the share-based awards is
measured to reflect such conditions and therefore there is no
adjustment between expected and actual outcomes.
k) Dividends payable
Dividends payable to the holders of Ordinary Shares are recorded
through the Consolidated Statement of Changes in Shareholders’
Equity when they are declared to shareholders. The payment of any
dividend by the Company is subject to the satisfaction of a solvency
test as required by the Companies (Guernsey) Law, 2008.
l) Basic and diluted earnings per Ordinary Share
Basic and diluted earnings per share are arrived at by dividing the
profit for the financial period by, respectively, the weighted average
number of shares in issue and the weighted average number of
shares plus the potential shares in issue. See note 14 for further
details.
m) Taxation
Income tax expense is recognised through profit or loss in the
Consolidated Statement of Comprehensive Income except to the
extent that it relates to items recognised directly in equity or in
other comprehensive income.
The tax charge is the expected tax payable or receivable on the
taxable income or loss for the period, using tax rates enacted or
substantially enacted at the reporting date, and any adjustment to
tax payable in respect of previous periods.
n) Segmental Reporting
The Chief Operating Decision Maker, which is the Board, is of the
opinion that the Group is engaged in a single segment of business,
being investment in shipping vessels to generate investment
returns whilst reserving capital. The financial information used by
the Chief Operating Decision Maker to manage the Group presents
the business as a single segment.
Segment information is measured on the same basis as that used
in the preparation of the Group’s Consolidated Financial Statements.
3. Critical accounting estimates and
judgements in applying accounting policies
The Group makes estimates and assumptions that affect the
reported amounts of assets and liabilities in the Consolidated
Financial Statements. Estimates are continually evaluated and
based on historical experience and other factors, including
expectations of future events that are believed to be reasonable
under the circumstances. The actual results may differ from the
judgements, estimates and assumptions made by management.
The estimates and underlying assumptions are reviewed on an on-
going basis. Revisions to accounting estimates are recognised in
the period in which the estimate was revised if the revision affects
only that period or in the period of the revision and future periods if
the revision affects both current and future periods.
The principal estimates and judgements made by the Board are as
follows:
Financial statements Notes to the consolidated financial statements continued
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Taylor Maritime Investments Limited Annual Report and Audited Consolidated Financial Statements
3. Critical accounting estimates and judgements
in applying accounting policies continued
Critical judgements in applying accounting
policies
a) Basis of non-consolidation – Holdco and SPVs
In accordance with the Investment Entities exemption contained in
IFRS 10, the Board has determined that the Company satisfies the
criteria to be regarded as an investment entity and that the
Company provides investment related services, and as a result
measures its investments in Holdco and the SPVs at fair value. This
determination involves a degree of judgement (see note 2).
b) Basis of consolidation – TMIHK, TMIUK, TMI Singapore and
TMI Director 1 Limited
Under the terms of Intra-group Advisory and Services Agreement,
TMIHK, TMIUK and TMI Singapore provide certain services to the
Company, including the sourcing of potential investments, the
provision of investment recommendations to the Board and assisting
with the implementation of transactions approved by the Board. TMI
Director 1 Limited provides corporate director services to the SPVs.
Given the above, the Board have determined that TMIHK, TMIUK,
TMI Singapore and TMI Director 1 Limited provide investment
related services to the Company and, as such, the Investment
entities exemption does not apply to these subsidiaries. As a result,
the Company is required to consolidate TMIHK, TMIUK, TMI
Singapore and TMI Director 1 Limited within these Consolidated
Financial Statements under IFRS.
c) Undelivered vessels
At 31 March 2022, the Group ‘s fleet of vessels consisted of 31
delivered vessels. Four of these vessels have been sold but not yet
delivered, with no vessels bought but remaining undelivered at the
period end. The Group have determined that substantially all of
risks and rewards of the ownership of the vessels are only
transferred, and subsequently an asset recognised or de-
recognised at the SPV level, once the ship is delivered. However, as
stated above, as the Group measures its investments in Holdco
and the SPVs at fair value, the Board have determined that any fair
value movement in the market value of the undelivered vessels
should be adjusted for as follows:
• For vessels sold but not yet delivered – the Board have
determined that the best representation of the fair value is the
agreed selling price of these vessels; and
• For vessels purchased but not yet delivered – the Board have
determined any market value movements of the undelivered
vessels above or below the purchase consideration is recognised
in the fair value of the Group’s investment in Holdco.
d) Functional currency
The Board considers US Dollar as the functional currency of the
Group, US Dollar is the currency of the primary economic
environment of the Group, the currency in which the capital was
raised and distributions will be made and the currency that would
be returned if the Group was wound up. In addition, the Group has
no long-term bank facility debt and is wholly funded through equity.
All equity related transactions (including dividends) are settled in
US Dollar.
The Directors have also considered the currencies in which the
underlying assets are denominated. The Group has exposures to a
number of currencies through its underlying assets, principally US
Dollar, Hong Kong Dollar and British Pound Sterling. The majority of
the Group’s expenditure during the financial period has been in
British Pound Sterling and US Dollar.
Whilst the Group’s operations are conducted in multiple currencies,
the Directors’ have determined that, on balance, the underlying
transactions, events and conditions support the functional currency
position of US Dollar.
Critical accounting estimates
The following are the key assumptions and other key sources of
estimation uncertainty at the reporting date, that have a significant
risk of causing a material adjustment to the carrying amounts of
assets and liabilities within the next financial year.
e) Fair Value of Holdco and SPVs
The Group records its investment in Holdco and SPVs at fair value.
Fair value is determined as the NAV of the investment. The fair
value of the SPVs, includes the SPVs’ investment in their respective
vessel assets as well as the residual net assets and liabilities of the
SPVs.
Charter-free valuations – delivered vessels
In estimating the fair value of each underlying SPV, the Board has
approved the valuation methodology for valuing the shipping vessel
assets held by the SPVs. The fair value of the shipping vessel assets
are determined by two independent, recognised ship valuation
companies selected by the Board to provide charter-free valuations
for each vessel being Hartland Shipping Services Limited and
Braemar ACM Valuations Limited. The Group takes the arithmetical
mean of the two valuations to determine the value of a vessel. The
values are based on the professional valuers’ assessment of what a
willing seller and a willing buyer would pay for the vessel at the time
of valuation. When valuing a particular vessel, the valuers will take
into account the vessel’s type, size and standard specifications,
comparable recent sales, buyers’ and sellers’ price expectations for
vessels currently being offered in the market, and freight market
sentiment; adjustment is made for age and survey position, and also
for particular specification features, such as Ballast Water Treatment
Systems and energy saving devices.
Financial statements Notes to the consolidated financial statements continued
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Taylor Maritime Investments Limited Annual Report and Audited Consolidated Financial Statements
3. Critical accounting estimates and judgements
in applying accounting policies continued
The Group has one vessel currently in Ukraine which is unable to
leave port. The Board considers that the current policy of valuation
based on the average charter free valuation of two independent
ship valuation companies is still appropriate for this vessel since
the vessel is fully insured, including specific war risks insurance
and remains intact in port. Although timing is uncertain, if
restrictions currently imposed are lifted then the Commercial
Manager and technical manager, on behalf of the Group, will
arrange for the vessel to depart from the port. If restrictions fail to
be lifted by first quarter 2023 then it is expected that the insurers
will declare the vessel a constructive total loss with the effect that
the Group can claim its insured value.
Charter-free valuations – undelivered vessels sold but not yet delivered
The Board have determined that the best representation of the fair
value is the agreed selling price of these vessels. At 31 March 2022,
there were four vessels sold but not delivered, with a fair value of
US$66.1 million.
Charter-free valuations – undelivered vessels purchased but not
yet delivered
The undelivered vessels purchased but not yet delivered are valued
in the same way that delivered vessels are as stated above, with the
exception that the purchase consideration under the relevant
memoranda of agreements is deferred until the delivery of the
ships. As such, the Board have determined that any fair value
movement in the market value as determined by the arithmetical
mean of the two independents valuations by Hartland Shipping
Services Limited and Braemar ACM Valuations Limited of the
undelivered vessels above or below the purchase consideration is
recognised in the fair value of the Company’s investment in Holdco.
At 31 March 2022, there were no undelivered vessels purchased
but not yet delivered.
Adjustments for charter leases
The charter-free independent valuations are then adjusted for any
significant differences on any vessel’s charter with remaining lease
contracts that are greater than 12 months in length attached to a
vessel, based on premium/discount to the forward freight agreement
(“FFAs”) benchmark rates. At 31 March 2022, the Board have
determined that no adjustment was necessary for charter leases to
the charter-free valuations as they were deemed immaterial.
Investment in Grindrod Shipping
The Board have determined that the fair value of the Group’s 26.6%
stake in Grindrod Shipping, should be based on the listed closing
price at the reporting date. In their assessment, the Board deemed
the Grindrod Shipping shares were actively traded on a public stock
exchange and, therefore, concluded that the closing listed share
price was an appropriate determination of the fair value. At 31 March
2022, Grindrod Shipping’s share price was US$25.44 per share.
f) Share based payments
The valuation of the share awards granted to members of the
Executive Team under the Long-term Incentive Plan are determined
by means of valuation models and are dependent on estimates and
assumptions relating to the inputs to those models. Details of the
inputs used can be found in note 10.
4. Dividends
The Company intends to pay dividends on a quarterly basis with dividends declared in January, April, July and October.
The Company declared the following dividends per Ordinary Share during the period from 31 March 2021 (date of incorporation) to 31 March 2022:
Period to Payment date
Dividend rate
per Share
(cents)
Net dividend
payable (US$) Record date Ex-dividend date
30 September 2021 24 November 2021 1.75 5,755,209 5 November 2021 4 November 2021
31 December 2021 23 February 2022 1.75 5,773,566 4 February 2022 3 February 2022
3.50 11,528,775
Subsequent to the period end
1
, the Company also declared the following dividends:
Period to Payment date
Dividend rate
per Share
(cents)
Net dividend
payable (US$) Record date Ex-dividend date
31 March 2022 19 May 2022 1.75 5,778,778 29 April 2022 28 April 2022
31 March 2022 10 June 2022 3.22 10,632,951 20 May 2022 19 May 2022
4.97 16,411,729
1 In accordance with IAS 10, dividends declared after the reporting period are not recognised as a liability at 31 March 2022.
Financial statements Notes to the consolidated financial statements continued
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Taylor Maritime Investments Limited Annual Report and Audited Consolidated Financial Statements
4. Dividends continued
Dividends on Ordinary Shares are declared in US Dollar and paid, by
default, in US Dollar. However, Shareholders can elect to receive
dividends in Sterling by written notice to the Registrar (such election
to remain valid until written cancellation or revocation is given to
the Registrar). The date on which the US Dollar/Sterling exchange
rate for the relevant dividend is set will be announced on the London
Stock Exchange at the time the dividend is declared and a further
announcement will be made once such exchange rate has been
determined.
Under Guernsey law, companies can pay dividends in excess of
accounting profit provided they satisfy the solvency test prescribed
by the Companies (Guernsey) Law, 2008. The solvency test
considers whether a company is able to pay its debts when they fall
due, and whether the value of a company’s assets is greater than
its liabilities.
Total dividends payable as at 31 March 2022 were US$nil.
5. Financial assets at fair value through
profit or loss
The Group invests in a diversified portfolio of shipping vessels. The
Group holds vessels through SPVs which are wholly owned and
controlled by the Company and are held through the intermediate
holding company called TMI Holdco Limited (“Holdco”).
The Company has determined that the fair value of the Holdco and the
SPVs is the consolidated NAV of Holdco and the SPVs. The fair value
of the SPVs, includes the SPVs’ investment in their respective vessel
assets as well as the residual net assets and liabilities of the SPVs.
IFRS 13 requires that a fair value hierarchy be established that
prioritises the inputs to valuation techniques used to measure fair
value. The hierarchy gives the highest priority to unadjusted quoted
prices in active markets for identical assets or liabilities (Level 1
measurements) and the lowest priority to unobservable inputs
(Level 3 measurements). The three levels of the fair value hierarchy
under IFRS 13 are set as follows:
– Level 1: Inputs that are quoted market prices (unadjusted) in
active markets for identical instruments;
– Level 2: Inputs other than quoted prices included in Level 1 that
are observable for the asset or liability, either directly (as prices)
or indirectly (derived from prices). This category includes
instruments valued using: quoted market prices in active markets
for similar instruments; quoted for identical or similar instruments
in markets that are considered less than active; or other valuation
techniques in which all significant inputs are directly or indirectly
observable from market data.
– Level 3: Inputs that are unobservable. This category includes all
instruments for which the valuation technique includes inputs
not based on observable data and the unobservable inputs have
a significant effect on the instrument’s valuation. This category
includes instruments that are valued based on quoted prices for
similar instruments but for which significant unobservable
adjustments or assumptions are required to reflect differences
between the instruments.
The level in the fair value hierarchy within which the fair value
measurement is categorised is determined on the basis of the
lowest level input that is significant to the fair value measurement.
For this purpose, the significance of an input is assessed against
the fair value measurement in its entirety. If a fair value measurement
uses observable inputs that require significant adjustment based
on unobservable inputs, that measurement is a Level 3
measurement. Assessing the significance of a particular input to
the fair value measurement requires judgement, considering
factors specific to the asset or liability.
The determination of what constitutes ‘observable’ requires
significant judgement. Observable data is considered to be that
market data that is readily available, regularly distributed or
updated, reliable, not proprietary, and provided by independent
sources that are actively involved in the relevant market.
The Group’s entire investment portfolio is designated by the Board
as Level 3 on the fair value hierarchy, due to the level of unobservable
market information in determining the fair value. As a result, all the
information below relates to the Group’s level 3 assets.
31 March 2021 to
31 March 2022
US$
Cost at the start of the period -
Purchases of investments during the period 328,544,923
Cost at the end of the period 328,544,923
Net gains on financial assets at the end of the period 245,569,999
Financial assets at fair value through profit or loss at
the end of the period
574,114,922
Of the US$328,544,923 purchases of investments detailed above,
the Company announced that the Initial Seed Asset Acquisition
Agreements for 17 vessels were completed on 27 May 2021. These
17 vessels were acquired for an aggregate consideration of
US$182.8 million, part-financed by the issue of 93,678,485 Ordinary
Shares, a non-cash transaction.
Financial statements Notes to the consolidated financial statements continued
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Taylor Maritime Investments Limited Annual Report and Audited Consolidated Financial Statements
5. Financial assets at fair value through profit or
loss continued
Subsequently, during the period to 31 March 2022, the Company
allotted an additional 11,320,000 ordinary shares of no par value as
part consideration (non-cash) for the acquisition of three vessels
which were agreed at the time of the Company’s IPO and forms
part of its seed portfolio. See note 12 for further details.
For the period 31 March 2021 to 31 March 2022, the cash and non-
cash (financed by the issue of Ordinary Shares) transactions can
be summarised as follows:
31 March 2021 to
31 March 2022
US$
Cash purchases of investments during the period 225,866,438
Non-cash purchases of investments during the period 102,678,485
Total purchases of investments during the period 328,544,923
Valuation inputs
The Executive Team and Risk and Audit Committee chair engaged
in dialogue with the two independent valuation brokers, where the
methodologies, controls and processes were communicated,
assessed and challenged. Fair value is impacted by the vessel’s
type, size and standard specifications, comparable recent sales,
buyers’ and sellers’ price expectations for vessels currently being
offered in the market, and freight market sentiment. Unobservable
input adjustments are made for age, docking status, and also for
particular specification features, such as Ballast Water Treatment
Systems and energy saving devices. In line with standard industry
practice, the independent brokers do not release specific
quantitative information used in the valuations, quantitative
information regarding the significant unobservable inputs used in
the underlying vessel fair value measurements are therefore
notdisclosed.
Financial statements Notes to the consolidated financial statements continued
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Taylor Maritime Investments Limited Annual Report and Audited Consolidated Financial Statements
6. Investment in subsidiaries
The Group had the following principal subsidiaries as at 31 March 2022:
Name Place of incorporation
Ownership
proportion
TMI Management (HK) Limited Hong Kong 100%
TMI Advisors (UK) Limited (formerly TMI Management (UK) Limited) UK 100%
TMI Holdco Limited Marshall Islands 100%
TMI Director 1 Limited Guernsey 100%
TMI Advisor Pte. Limited Singapore 100%
Good Count (MI) Limited Marshall Islands 100%
Good Duke (MI) Limited Marshall Islands 100%
Good Earl (MI) Limited Marshall Islands 100%
Good Edgehill (MI) Limited Marshall Islands 100%
Good Falkirk (MI) Limited Marshall Islands 100%
Good Fiefdom (MI) Limited Marshall Islands 100%
Good Grace (MI) Limited Marshall Islands 100%
Good Heir (MI) Limited Marshall Islands 100%
Good Queen (MI) Limited Marshall Islands 100%
Good Salmon (MI) Limited Marshall Islands 100%
Good Stag (MI) Limited Marshall Islands 100%
Good Titan (MI) Limited Marshall Islands 100%
Good Title (MI) Limited Marshall Islands 100%
Good Truffle (MI) Limited Marshall Islands 100%
Good Uxbridge (MI) Limited Marshall Islands 100%
Good Viscount (MI) Limited Marshall Islands 100%
Good White (MI) Limited Marshall Islands 100%
Good Windsor (MI) Limited Marshall Islands 100%
Good Yeoman (MI) Limited Marshall Islands 100%
Great Ewe (MI) Limited Marshall Islands 100%
Great Fox (MI) Limited Marshall Islands 100%
Aurelius (MI) Limited Marshall Islands 100%
Antony (MI) Limited Marshall Islands 100%
Brutus (MI) Limited Marshall Islands 100%
Billy (MI) Limited Marshall Islands 100%
Cassius (MI) Limited Marshall Islands 100%
Decius (MI) Limited Marshall Islands 100%
Forshall (MI) Limited Marshall Islands 100%
Gaius (MI) Limited Marshall Islands 100%
Gabinius (MI) Limited Marshall Islands 100%
Hosidius (MI) Limited Marshall Islands 100%
Horatio (MI) Limited Marshall Islands 100%
Junius (MI) Limited Marshall Islands 100%
Julius (MI) Limited Marshall Islands 100%
Lucius (MI) Limited Marshall Islands 100%
Larcius (MI) Limited Marshall Islands 100%
Maximus (MI) Limited Marshall Islands 100%
Mallius (MI) Limited Marshall Islands 100%
Nero (MI) Limited Marshall Islands 100%
Octavius (MI) Limited Marshall Islands 100%
Optimus (MI) Limited Marshall Islands 100%
Pompey (MI) Limited Marshall Islands 100%
Perpena (MI) Limited Marshall Islands 100%
Quintus (MI) Limited Marshall Islands 100%
Rufus (MI) Limited Marshall Islands 100%
Nordcolorado Shipping Company Ltd Cyprus 100%
Nordrubicon Shipping Company Ltd Cyprus 100%
There are no restrictions on the ability of an unconsolidated subsidiary to transfer funds to the Group in the form of cash dividends. The
Company acts as guarantor on the Revolving Credit Facility (“RCF”) with TMI Holdco Limited. Sixteen vessels held by the unconsolidated
subsidiaries are subject to the collateral conditions in relation to the RCF, for further details see note 13. The Company does not have any
other current commitments or intentions to provide financial or other support to an unconsolidated subsidiary.
Financial statements Notes to the consolidated financial statements continued
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Taylor Maritime Investments Limited Annual Report and Audited Consolidated Financial Statements
7. Dividend income
The Company receives dividends on a quarterly basis from TMI Holdco Limited. Dividend income is recognised when the right to receive
a payment is established. Proceeds from the dividends received are used to pay the Company’s quarterly dividend payments and ongoing
Company charges.
During the period from 31 March 2021 to 31 March 2022, the Company received the following dividends from TMI Holdco Limited
Period to Date received US$
30 September 2021 10 November 2021 6,774,372
31 December 2021 9 February 2022 6,798,562
13,572,934
Subsequent to the period end, the Company also received the following dividends:
Period to Date received US$
31 March 2022 14 April 2022 6,798,562
31 March 2022 18 May 2022 12,509,354
19,307,916
Total dividends receivable at 31 March 2022 were US$nil.
8. Trade and other payables
31 March 2022
US$
Executive team – wages, salaries and bonuses (see note 10) 1,701,603
Audit fees payable 284,944
Travel and marketing fees payable 95,905
Administration fees payable 63,684
Tax payable 69,890
Registrar fees payable 26,867
Other sundry fees payables 62,491
2,305,384
For assets and liabilities carried at amortised cost, their carrying values are a reasonable approximation of fair value.
9. Financial risk management
The Board has overall responsibility for the establishment and oversight of the Group’s risk management framework. The Group’s risk management
policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and controls and to monitor risks and
adherence to limits. Risk management policies are reviewed regularly to reflect changes in market conditions and the Group’s activities.
The Board, with the assistance of the Executive Team, monitors and manages the financial risks relating to the operations of the Group
through internal risk reports which analyse exposures by degree and magnitude of risk. These risks include market risk (including price
risk, currency risk and interest rate risk), credit and counterparty risk and liquidity risk.
Categories of financial instruments
At 31 March
2022
US$
Financial assets at fair value through profit or loss
Financial assets at fair value through profit or loss (note 5) 574,114,922
Financial assets at amortised cost
Cash and cash equivalents 3,382,410
Trade and other receivables 56,821
Total assets 577,554,153
Financial liabilities at amortised cost
Trade and other payables (note 8) 2,305,384
Total liabilities 2,305,384
Financial statements Notes to the consolidated financial statements continued
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Taylor Maritime Investments Limited Annual Report and Audited Consolidated Financial Statements
9. Financial risk management continued
Market risk
The value of the investments held by the Group is indirectly affected by the factors impacting on the shipping industry generally, being,
amongst other factors, currency exchange rates, interest rates, the availability of credit, economic or political uncertainty and changes in
law governing shipping or trade. These factors may affect the price or liquidity of vessels held by the Company’s SPVs and thus the value
of the SPVs themselves.
Price risk
As described in note 3, The Group’s financial assets are measured at fair value which comprises the fair value of Holdco, the fair value of
vessels in each underlying SPV plus the residual net assets of each SPV.
Charter-free valuation for vessels
Price risk sensitivity analysis charter-free valuation for vessels, if the ship values at 31 March 2022 were 10% higher or lower, then the
effect on the vessel portfolio value would be as follows:
Fair value
of vessels
US$
Possible reasonable
change in fair value
Effect on net assets
and profit or loss
US$
31 March 2022 480,100,000 -10% (48,010,000)
31 March 2022 480,100,000 10% 48,010,000
The sensitivity rate of 10% is regarded as reasonable as this is based on 20-year average of historical ship price movements.
Investment in Grindrod Shipping
If the share price of the Grindrod Shipping equity investment at 31 March 2022 had increased by 80% with all other variables held constant,
representing the Directors’ assessment of a reasonably possible change, this would have increased net assets and profit or loss of the
Group by approximately US$100,234,068. Conversely, if the Grindrod Shipping share price decreased by 80%, this would have decreased
net assets and profit or loss of the Group by approximately US$100,234,068. 80% sensitivity represents share price volatility seen on
Grindrod Shipping shares during the period since the Group acquired its original stake during November 2021.
Currency risk
The Group may have assets and liabilities denominated in currencies other than United States Dollars, the functional currency. It therefore
may be exposed to currency risk as the value of assets or liabilities denominated in other currencies will fluctuate due to changes in exchange
rates. However, such exposure is currently, and is expected to remain, insignificant. Consequently, no further information has been provided.
Interest rate risk
The majority of the Group’s financial assets and liabilities are non-interest bearing. However, the Group is exposed to a small amount of
risk due to fluctuations in the prevailing levels of market interest rates because any excess cash or cash equivalents are invested at short-
term market interest rates. The Group’s interest-bearing financial assets and liabilities expose it to risks associated with the effects of
fluctuations in the prevailing levels of market interest rates on its financial position and cash flows.
The table below summarises the Group’s exposure to interest rate risks.
31 March 2022
Floating rate
US$
Non-interest
bearing
US$
Total
US$
Financial assets
Cash and cash equivalents 3,382,410 - 3,382,410
Trade and other receivables - 56,821 56,821
Financial assets at fair value through profit or loss (103,029,330)
1
677,144,252 574,114,922
Total financial assets (99,646,920) 677,201,073 577,554,153
Financial liabilities
Trade and other payables - 2,305,384 2,305,384
Total financial liabilities - 2,305,384 2,305,384
Total interest sensitivity gap (99,646,920) 674,895,689 575,248,769
The Group’s floating rate financial asset at fair value through profit or loss includes the Group’s exposure on a look-through basis to the
SPVs cash and cash equivalents and the Group’s RCF facility of which US$140 million was drawn at the period end, see note 13 for details.
1 Group’s RCF facility and cash and cash equivalents on a look-through basis.
Financial statements Notes to the consolidated financial statements continued
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Taylor Maritime Investments Limited Annual Report and Audited Consolidated Financial Statements
9. Financial risk management continued
The following details the Company’s sensitivity to a 100 basis point increase and decrease in interest rates on floating interest rate bearing
assets, with 100 basis points being the Board’s assessment of a reasonably possible change in interest rates during the next financial period.
At 31 March 2022, if interest rates had risen by 100 basis points, the decrease in net assets attributable to holders of Company’s Ordinary
Shares would amount to US$996,469. Likewise, at 31 March 2022, if interest rates had decreased by 100 basis points, the increase in net
assets attributable to holders of Company’s Shares would amount to US$996,469.
Credit and counterparty risk
Credit and counterparty risk refers to the risk that a counterparty will default on its contractual obligations resulting in a financial loss to
the Group. The Group does not have any significant credit risk exposure to any single counterparty in relation to trade and other receivables.
On-going credit evaluation is performed on the financial condition of accounts receivable.
The table below analyses the Group’s maximum exposure to credit risk, and excludes prepayments, in relation to the components of the
Consolidated Statement of Financial Position.
31 March 2022
US$
Cash and cash equivalents 3,382,410
Financial assets at fair value through profit or loss 574,114,922
577,497,332
At 31 March 2022, there were no financial assets past due or impaired.
At 31 March 2022, the Group maintains its cash and cash equivalents with various banks to diversify credit risk. These are subject to the
Group’s credit monitoring policies including the monitoring of the credit ratings issued by recognised credit rating agencies.
The credit risk of the Group’s cash and cash equivalents is mitigated as all cash is placed with reputable banking institutions with a sound
credit rating of a single -A (or equivalent) or higher as determined by an internationally recognised rating agency and where credit ratings
are not available, it is placed with banking institutions with capital base and ratios that exceeds regulatory requirements. The Company’s
cash and cash equivalents are held with EFG Bank, Cayman Branch with a Fitch long term credit ratings of A.
Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Board of Directors has
established an appropriate liquidity risk management framework for the management of the Group’s short- medium- and long-term
funding and liquidity management requirements. The Group manages liquidity risk by maintaining adequate cash reserves by monitoring
forecast and actual cash flows.
The table below shows the maturity of the Group’s non-derivative financial assets, excluding prepayments, and liabilities. The amounts
disclosed are contractual, undiscounted cash flows and may differ from the actual cash flows received or paid in the future as a result of
early repayments.
31 March 2022
Up to 3 months
US$
3 – 18
months
US$
No stated
maturity
US$
Total
US$
Financial assets
Cash and cash equivalents 3,382,410 - - 3,382,410
Financial assets at fair value through profit or loss 36,970,670
1
(140,000,000)
2
677,144,252 574,114,922
Total financial assets 40,353,080 (140,000,000) 677,144,252 577,497,332
Financial liabilities
Trade and other payables 1,908,773 396,611 - 2,305,384
Total financial liabilities 1,908,773 396,611 - 2,305,384
Cumulative liquidity gap 38,444,307 (101,952,304) 575,191,948 575,191,948
The Group’s financial asset at fair value through profit or loss includes the Group’s exposure on a look-through basis to the SPVs cash and
cash equivalents and the Group’s RCF facility of which US$140 million was drawn at the period end and repayment within 18 months, see
note 13 for details. The Group’s intends to repay the RCF facility through operational cashflows and/or vessel sales, if necessary.
1
Group’s cash and cash equivalents on a look-through basis.
2
Group’s RCF facility on a look-through basis.
Financial statements Notes to the consolidated financial statements continued
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Taylor Maritime Investments Limited Annual Report and Audited Consolidated Financial Statements
9. Financial risk management continued
Capital Risk Management
The Group’s investment objective is to provide investors with an attractive level of regular, stable and growing income and the potential for
capital growth through investing primarily in Geared Bulk Carrier vessels (Handysize and Supramax types), usually employed or to be
employed on fixed period Charters. The capital structure of the Company consists of equity attributable to equity holders, comprising
issued share capital as disclosed in note 12, retained earnings and other reserves.
The Group manages its capital to endeavour to ensure that its primary investment objective is met. It does this by investing available cash
in line with the Group’s investment policy as detailed on page 4. During the period, the Company (as corporate guarantor) and TMI Holdco
Limited (as borrower) entered into a secured senior revolving credit facility for up to US$160,000,000 with Nordea Bank Abp, Filial i Norge
as original lender (the “Lenders”), hedge counterparty, mandated lead arranger, and bookrunner and as facility agent and security agent on
behalf of the Lenders, dated 5 May 2021 (the“ Revolving Credit Facility” or “RCF”), (see note 13 for further details).
10. Related parties and other key contacts
Executive Director and Non-Executive Directors
Total Non-Executive Directors’ fees for the period ended 31 March 2022 amounted to US$365,495, with Non-Executive Directors’ expenses
of US$5,506, At 31 March 2022, there were no outstanding Non-Executive Directors’ fees payable.
The Intra-group Advisory and Services Agreement
The services of the Executive Team are provided pursuant to an intra group advisory and services agreement between TMIHK and the
Company. The Company entered the intra-group advisory agreement (“Intra-group Advisory and Services Agreement”) with TMIHK dated
6 May 2021 pursuant to which TMIHK, TMIUK and TMI Singapore provide certain services to the Company, including the sourcing of
potential investments, the provision of investment recommendations to the Board and assisting with the implementation of transactions
approved by the Board. In consideration for the Services, the Company shall pay, or procure that TMIHK is paid a fee of costs plus 10%
1
or
such other, such fees as may be agreed from time to time between the Company and TMIHK. With effect from 1 April 2022, the intra-group
advisory agreement is entered into between the Company and TMIUK directly replacing TMIHK.
The Intra-group Advisory and Services Agreement is terminable upon 3 months’ notice by either party and in certain circumstances by
summary termination on notice. The Intra-group Advisory and Services Agreement contains mutual indemnities given by each party for
the benefit of the other.
Alexander Slee, Camilla Pierrepont and Yam Lay Tan (whose roles within the Executive Team are set out on page 34) have employment
agreements with TMIUK and TMI Singapore (formerly with TMIHK) respectively, pursuant to which they will devote all of their working time
to the business of the Group. The members of the Executive Team are paid a salary and are entitled to participate in the Group’s annual
bonus plan, the LTIP and the DBP, see below.
Long-term Incentive Plan (“LTIP”)
The Group has an LTIP for certain employees of the Company, or any of its subsidiaries, which is equity settled. Ordinarily, awards will be
granted within six weeks of the Group’s results announcement for any period. The LTIP will include flexibility to grant awards at any other
time (subject to any dealing restrictions) when the Nomination and Remuneration Committee considers there to be exceptional
circumstances.
Awards will vest three years from grant based on (i) the extent to which any applicable performance conditions have been met (see below)
and (ii) provided the participant is still employed in the Group.
Awards will be granted subject to a performance conditions.
The fair value of share grants yet to vest is measured based on the share price at grant date less the future projected dividends over the
vesting period. The fair value is recognised over the expected vesting period. For the awards made during this period the terms and main
assumptions, and the resulting fair value, are:
Assumptions
Grant date 26 August 2021
Share price at date of grant US$1.28
Total Share Awards 2,295,000
Performance period 3 years
Dividend per share overlay US$0.0175 per quarter
Fair value US$2,455,650
1
As TMIHK is consolidated into these Financial Statements, as such, the 10% uplift is eliminated on consolidation.
Financial statements Notes to the consolidated financial statements continued
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Taylor Maritime Investments Limited Annual Report and Audited Consolidated Financial Statements
10. Related parties and other key contacts continued
For the period from 31 March 2021 to 31 March 2022, US$486,645 was recognised in the Consolidated Statement of Comprehensive
Income with a corresponding increase to “Other reserves” in the Consolidated Statement of Changes in Equity relating to the fair value
share-based awards.
Executive Team Remuneration
The total charge for remuneration for the period and accrued but unpaid bonus payment are as follows:
The Nomination and Remuneration Committee retains flexibility to set different conditions in respect of future financial years if it sees fit.
On 6 May 2022, the following annual bonus plans relating to the period ended 31 March 2022 were approved by the Board to the following
members of the Executive Team:
Executive team member 31 March 2022
Edward Buttery GBP371,820
Total other executive team members US$1,024,595
The Executive Team members, including Edward Buttery, remuneration during the period in the form of annual salaries:
CHARGE FOR THE PERIOD
31 March 2021 to
31 March 2022
US$
Edward Buttery (CEO and Executive Director) – short-term employee benefits – wages and salaries 911,172
Executive Team – short-term employee benefits – wages and salaries 1,894,451
Executive Team – other employment costs 228,643
Other Group employees – Short-term employee benefits – wages, salaries & other costs 103,518
Share-based payments – equity settled 486,645
Total 3,624,429
OUTSTANDING FEES
31 March 2022
US$
Short-term employee benefits – wages and salaries 1,701,603
Shares held by related parties
The shareholdings of the Directors’ and Executive Team in the Company were as follows:
Directors of the Company 31 March 2022
Name
No. of Ordinary
Shares Percentage
Nicholas Lykiardopulo 2,436,087
1
0.74%
Edward Buttery 550,232
2
0.14%
Christopher Buttery 650,722 0.20%
Trudi Clark 50,000 0.02%
Sandra Platts 42,261 0.01%
Helen Tveitan 20,000 0.01%
Executive team members
Camilla Pierrepont 172,941 0.05%
Alexander Slee 56,896
3
0.02%
1
610,000 Ordinary Shares owned directly, and 1,826,087 Ordinary Shares held by Local Resources Ltd, which forms part of the
assets of an irrevocable discretionary trust of which Nicholas Lykiardopulo is a beneficiary.
2
85,344 Ordinary Shares held by a person closely associated to Edward Buttery.
3
All Ordinary Shares held by a person closely associated to Alexander Slee
Financial statements Notes to the consolidated financial statements continued
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Taylor Maritime Investments Limited Annual Report and Audited Consolidated Financial Statements
10. Related parties and other key contacts continued
Other material contracts
Commercial Manager and Technical Manager
Under the Framework Management Agreement dated 6 May 2021 (the “Framework Management Agreement), Taylor Maritime (HK)
Limited (“TMHK”) acts as Commercial Manager and performs related activities,for the Group’s vessels, and Tamar Ship Management
Limited (“Tamar”) acts as Technical Manager for certain of the Group’s vessels. For the duration of the appointment of the managers to
the Group’s vessels, each vessel owning SPV is directed under the Framework Management Agreement to pay to the managers for their
services the remuneration set out in the Commercial Management Agreement or Technical Management Agreement, as the case may be.
The overall charges for the above-mentioned fees by TMHK and Tamar for the Group and the amounts due are as follows:
31 March 2021 to
31 March 2022
US$
CHARGE FOR THE PERIOD
1
Office support fees paid to TMHK 276,000
Commercial management fees paid to TMHK 4,271,725
Technical management and additional services fees paid to Tamar 2,889,271
Technical management fees paid to a substantial shareholder 406,383
31 March 2022
US$
OUTSTANDING FEES
1
Office support fees payable to TMHK -
Commercial management fees payable to TMHK 221,434
Technical management and additional services fees payable to Tamar -
Technical management fees payable to a substantial shareholder -
Administrator
Sanne Fund Services (Guernsey) Limited (formerly Praxis Fund Services Limited) (“Sanne” or the “Administrator”) has been appointed as
administrator and secretary to the Company pursuant to the Administration Agreement dated 6 May 2021.
The Administrator will provide day-to-day administration services to the Company and is also responsible for the Company’s general
administrative and secretarial functions such as the calculation of the Net Asset Value and maintenance of the Company’s accounting and
statutory records. The Administrator is not a related party to the Group.
Under the terms of the Administration Agreement, the Administrator is entitled to administration fees charged as a fixed fee of £125,000
per annum for a Net Asset Value up to £200 million plus an incremental fee of 0.03 per cent per annum of Net Asset Value in excess of
£200 million, plus disbursements. The Administrator shall also be entitled to a one off establishment fee of £20,000 and a one off fee for
the preparation of a financial position and prospects procedures memorandum of £15,000. This fee is calculated and payable quarterly in
arrears.
The overall charge for the above-mentioned fees for the Company and the amounts due are as follows:
CHARGE FOR THE PERIOD
2
31 March 2021 to
31 March 2022
US$
Administration fees paid to Sanne 209,680
OUTSTANDING FEES
2
31 March 2022
US$
Administration fees payable to Sanne 63,684
1
These charges are expensed and outstanding at the SPV level. These charges are, therefore, only reflected through “Financial
assets at fair value through profit or loss” in these consolidated financial statements.
2
These charges are expensed and outstanding within the consolidated Group and recognised in the Consolidated Statement of
Comprehensive Income and Consolidated Statement of Financial Position respectively.
Financial statements Notes to the consolidated financial statements continued
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Taylor Maritime Investments Limited Annual Report and Audited Consolidated Financial Statements
11. Tax status
The Company is exempt from Guernsey income tax and is charged an annual exemption fee of £1,200 under The Income Tax (Exempt
Bodies) (Guernsey) Ordinance 1989. The subsidiaries are subject to taxation in the jurisdiction in which they operate.
31 March 2021 to
31 March 2022
US$
Analysis of tax charge in the period
1
Current tax (see note below) 69,970
Tax on profit on ordinary activities 69,970
OUTSTANDING
1
31 March 2022
US$
Tax payable 69,890
Factors affecting tax charge for the year
TMIHK
The tax assessed on TMIHK for the period 15 April 2021 to 31 March 2022 is the standard rate of corporation tax in HK applicable to the
period of 16.5%.
31 March 2021 to
31 March 2022
US$
Profit on ordinary activities before tax 200,681
Profit on ordinary activities multiplied by the rate of Corporation tax in HK applicable to the year of 16.5% 33,112
TMIUK
The tax assessed on TMIUK for the period 16 April 2021 to 31 March 2022 is the standard rate of corporation tax in the UK applicable to
the period of 19.0%.
US$
Profit on ordinary activities before tax 161,018
Profit on ordinary activities multiplied by the rate of Corporation tax in UK applicable to the year of 19.0% 30,593
TMI Singapore
The tax assessed on TMI Singapore for the period 20 December 2021 to 31 March 2022 is the standard rate of corporation tax in Singapore
applicable to the period of 17.0%.
US$
Profit on ordinary activities before tax 36,851
Profit on ordinary activities multiplied by the rate of Corporation tax in Singapore applicable to the year of 17.0% 6,265
Total tax charge for the period 69,970
12. Share capital
The Company’s Ordinary Shares are classified as equity. Incremental costs directly attributable to the issue of shares are recognised as a
deduction in equity and are charged to the share capital account, including the initial set up costs.
The authorised share capital of the Company is represented by an unlimited number of ordinary shares of nil par value and have the
following rights:
(a) Dividends: Shareholders of a particular class or tranche are entitled to receive, and participate in, any dividends or other distributions
relating to the assets attributable to the relevant class or tranche which are resolved to be distributed in respect of any accounting
period or other period, provided that no calls or other sums due by them to the Company are outstanding.
(b) Winding Up: On a winding up, the shareholders of a particular class or tranche shall be entitled to the surplus assets attributable to that
class or tranche remaining after payment of all the creditors of the Company.
1
These charges are expensed and outstanding within the consolidated Group and recognised in the Consolidated Statement of
Comprehensive Income and Consolidated Statement of Financial Position respectively.
Financial statements Notes to the consolidated financial statements continued
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Taylor Maritime Investments Limited Annual Report and Audited Consolidated Financial Statements
12. Share capital continued
(c) Voting: Subject to any rights or restrictions attached to any class or tranche of shares, at a general meeting of the Company, on a show
of hands, every holder of voting shares present in person or by proxy and entitled to vote shall have one vote, and on a poll every holder
of voting shares present in person or by proxy shall have one vote for each share held by him, but this entitlement shall be subject to
the conditions with respect to any special voting powers or restrictions for the time being attached to any class or tranche of shares
which may be subject to special conditions. Refer to the Memorandum and Articles of Incorporation for further details.
(d) Buyback: The Company may acquire its own shares (including any redeemable shares). Any shares so acquired by the Company may be
cancelled or held as treasury shares provided that the number of shares of any class held as treasury shares must not at any time exceed
ten per cent. (or such other percentage as may be prescribed from time to time by the States of Guernsey Committee for Economic
Development) of the total number of issued shares of that class. Any shares acquired in excess of this limit shall be treated as cancelled.
Issued share capital
Ordinary Shares
Issued and fully paid
31 March 2022
Shares US$
Share capital at the beginning of the period - -
Ordinary Shares issues during the period 330,215,878
1
339,998,484
Ordinary Shares issue costs - (6,519,150)
Share capital at the end of the period 330,215,878 333,479,334
The total number of Ordinary Shares in issue, as at 31 March 2022 was 330,215,878.
For the period 31 March 2021 to 31 March 2022, the issue of Ordinary Shares was used as part-consideration for certain vessel acquisitions,
as detail further below. The cash and non-cash Ordinary Share issues during the period can be summarised as follows:
31 March 2021 to
31 March 2022
US$
Cash Ordinary Shares issued during the period 237,320,000
Non-cash Ordinary Shares issued during the period 102,678,484
Total Ordinary Shares issued during the period 339,998,484
On 27 May 2021, the Company announced that 253,678,486 Ordinary Shares were admitted to the premium listing segment of the Official
List of the UK Listing Authority and to trading on the Main Market of the London Stock Exchange. The Company also announced that the
Initial Seed Asset Acquisition Agreements completed on 27 May 2021. These agreements related to 17 vessels being acquired for an
aggregate consideration of US$182.8 million, part-financed by the issue of 93,678,485 Ordinary Shares. The remaining 160,000,000
Ordinary Shares were issued for cash consideration of US$1.00 per Ordinary Share.
On 12 July 2021, the Company announced that it had allotted 9,000,000 ordinary shares of no par value (the “Consideration Shares”) as
part consideration for the acquisition of a Supramax vessel which was agreed at the time of the Company’s IPO and forms part of its seed
portfolio. The allotment of the Consideration Shares is conditional on, inter alia, completion of the acquisition and comprises 50% of the
acquisition consideration with the remaining 50% to be satisfied by the payment of US$9 million in cash.
On 19 July 2021, the Company announced a proposed non pre-emptive placing of new ordinary shares in the capital of the Company (the
“New Ordinary Shares”) seeking to raise a target of US$75 million of gross proceeds (the “Placing”) to be immediately used to acquire up
to six Handysize vessels. The New Ordinary Shares were offered to institutional investors at a price of US$1.15 per New Ordinary Share (or
the Sterling equivalent) (the “Issue Price”). On 26 July 2021, the Company announced the results of the Placing and that it had successfully
raised its target gross proceeds of US$75 million through the issue of 65,217,392 New Ordinary Shares in the capital of the Company to
be rapidly deployed to acquire up to six Handysize vessels. The Issue Price per New Ordinary Share was US$1.15.
On 2 November 2021, the Company announced that it had allotted 1,145,000 ordinary shares of no par value at US$1 per share in
connection with the completion of the acquisition of a Handysize vessel which was agreed at the time of the Company’s IPO (Seed Asset
23 as described the IPO prospectus).
On 19 November 2021, the Company announced that it had allotted 1,175,000 ordinary shares of no par value at US$1 per share in
connection with the completion of the acquisition of a Japanese built Handysize vessel which was agreed at the time of the Company’s
IPO (Seed Asset 22 as described the IPO prospectus).
At 31 March 2022, a total of 2,295,000 additional Ordinary Shares have been reserved for issue in future periods, all of which are in relation
to the share awards under the LTIP, see note 10 for details.
1
102,678,485 Ordinary Shares issued as part-finance for vessel acquisitions.
Financial statements Notes to the consolidated financial statements continued
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Taylor Maritime Investments Limited Annual Report and Audited Consolidated Financial Statements
13. Revolving credit facility
The Company (as corporate guarantor) and TMI Holdco Limited (“Holdco”) (as borrower) have entered into a secured senior revolving
credit facility for up to US$120,000,000 with Nordea Bank Abp, Filial i Norge (the “Bank”) as original lender (the “Lenders”), hedge
counterparty, mandated lead arranger, and bookrunner and as facility agent and security agent on behalf of the Lenders, dated 5 May 2021,
and in addition, a Supplemental Agreement to document amendments to the Facilities Agreement dated 23 December 2021 with respect
to the upsizing of the Original Credit Loan Facilities to a total maximum commitment of US$160,000,000 (the“ Revolving Credit Facility” or
“RCF”).
Holdco can draw loans under the RCF in the period of three years from the date of Initial Admission (which may be extended to five years
in certain circumstances). Each tranche of loans drawn down shall be repaid within 18 months of draw-down.
Under the Revolving Credit Facility, certain security is provided in favour of the Bank (in its capacity as security agent on behalf of the
Lender). This security includes a mortgage over certain vessels within the Group’s portfolio nominated by Holdco (“Collateral Vessels”) and
a corporate guarantee from each SPV owning a Collateral Vessel and from the Company to the Bank (in its capacity as security agent on
behalf of the Lender).
At 31 March 2022, US$140,000,000 had been drawn and was outstanding on the Revolving Credit Facility.
Under the RCF, Holdco must adhere to the following financial covenants:
• Minimum cash and cash equivalents shall be at least US$5m plus US$250,000 per vessel owned or bareboat chartered by the Group
• Adjusted Equity Ratio shall at all times be no less than 45% of the sum of the liabilities and “Adjusted Equity”
1
The Holdco is also required to adhere to the following maintenance covenant:
• Aggregate Fair Market Value of all Collateral Vessels shall at all times be no less than 140% of the sum of the then outstanding principal
During the period ended 31 March 2022, Holdco adhered to all the required financial covenants under the RCF.
14. Earnings per share
31 March 2021 to
31 March 2022
Basic Diluted
Weighted average number of shares 314,422,685 318,704,634
Profit for the period US$252,811,565 US$252,811,565
Earnings per Ordinary Share US$0.8041 US$0.7932
Basic and diluted earnings per share are arrived at by dividing the profit for the financial period by, respectively, the weighted average
number of shares in issue and the weighted average number of shares plus the potential shares in issue. The reconciliation of the weighted
average number of shares used for the purposes of diluted earnings per share to the weighted average number of ordinary shares used in
the calculation of basic earnings per share is as follows:
31 March 2022
Number of
Shares
Weighted average number of shares used in basic earnings per share 314,422,685
Number of potential shares deemed to be issued 4,281,949
Weighted average number of shares used in diluted earnings per share 318,704,634
The dilution arises from the share awards granted to the Executive Team in accordance with the LTIP (see note 10).
15. Contingent liabilities and commitments
At 31 March 2022, US$140,000,000 had been drawn and was outstanding on the Revolving Credit Facility. The Company acts as corporate
guarantor to Holdco in relation to the RCF, see note 13 for details.
At 31 March 2022, the Company had no further outstanding commitments.
1
“Adjusted Equity”; means the total equity presented in the Group’s most recent consolidated financial statements by adjusting
the vessels’ book values to their current market values obtained through independent and reputable approved brokers.
Financial statements Notes to the consolidated financial statements continued
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Taylor Maritime Investments Limited Annual Report and Audited Consolidated Financial Statements
16. NAV per ordinary share reconciliation
The following table shows a reconciliation between the NAV per Ordinary Share as presented in these Consolidated Financial Statements
and the NAV per Ordinary Share as published on the Main Market of the London Stock Exchange on 21 April 2022.
31 March 2022
Published NAV per Ordinary Share US$1.7449
Adjusted for:
Executive Team annual bonus plan US$(0.0028)
Additional tax payable US$(0.0001)
Financial Statements NAV per Ordinary Share US$1.7420
As detailed in note 10, the Board approved the annual bonus plan to the Executive Team on 6 May 2022. The annual bonus plan was in
relation to the Group’s performance for the financial period ended 31 March 2022 and as such were accrued in these Consolidated
Financial Statements.
17. Subsequent events
On 21 April 2022, the Company declared an interim dividend of 1.75 US cents per Ordinary Share in respect of the quarter to 31 March
2022, which was paid on 19 May 2022. The ex dividend date was 28 April 2022.
On 6 May 2022, the Company declared an special interim dividend of 3.22 US cents per Ordinary Share in respect of the period to 31 March
2022, which was paid on 10 June 2022. The ex dividend date was 19 May 2022.
On 27 June 2022, the Company announced that it had agreed to sell a 2009 built Handysize vessel for proceeds of US$17.2 million. The
vessel was an IPO seed asset and the sale is expected to complete before the end of August 2022, generating an IRR of 80% and MOIC of
1.9x. Following the completion of this sale, the Group’s fleet will comprise of 27 ships with no further vessels currently contracted for sale.
There were no other significant events since the period end which would require revision of the figures or disclosures in the Consolidated
Financial Statements.
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Additional
information
Page 82
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Taylor Maritime Investments Limited Annual Report and Audited Consolidated Financial Statements
Name (SPV)
Investment
in securities/
vessels at
FVTPL
US$
Other net
(liabilities)/
assets
US$
Total financial
assets at
FVTPL
US$
TMI Holdco Limited
1
- (133,589,408) (133,589,408)
Other net liabilities - (133,589,408) (133,589,408)
Good Falkirk (MI) Limited
2
125,292,585 3,577,697 128,870,282
Investment in securities & other assets 125,292,585 3,577,697 128,870,282
Good Grace (MI) Limited 31,740,000 981,465 32,721,465
Antony (MI) Limited 23,400,000 849,882 24,249,882
Good Uxbridge (MI) Limited 21,250,000 947,813 22,197,813
Forshall (MI) Limited 21,120,000 946,688 22,066,688
Julius (MI) Limited 20,935,000 1,495,985 22,430,985
Lucius (MI) Limited 20,820,000 1,148,373 21,968,373
Billy (MI) Limited 20,240,000 1,544,051 21,784,051
Junius (MI) Limited 18,395,000 1,414,707 19,809,707
Horatio (MI) Limited 18,375,000 1,072,912 19,447,912
Good Edgehill (MI) Limited 17,485,000 1,019,537 18,504,537
Good Duke (MI) Limited 17,315,000 573,031 17,888,031
Cassius (MI) Limited 16,935,000 660,911 17,595,911
Good Title (MI) Limited 16,610,000 776,629 17,386,629
Decius (MI) Limited 16,575,000 770,504 17,345,504
Gabinius (MI) Limited 16,140,000 1,141,990 17,281,990
Aurelius (MI) Limited 15,965,000 845,587 16,810,587
Good Salmon (MI) Limited
6
15,865,000 897,088 16,762,088
Good Heir (MI) Limited 15,840,000 665,208 16,505,208
Gaius (MI) Limited 15,675,000 2,104,005 17,779,005
Good Queen (MI) Limited 15,580,000 1,063,613 16,643,613
Great Fox (MI) Limited 15,495,000 927,800 16,422,800
Good Earl (MI) Limited 15,260,000 1,046,872 16,306,872
Good Titan (MI) Limited 15,225,000 721,819 15,946,819
Good Fiefdom (MI) Limited 14,820,000 985,612 15,805,612
Hosidius (MI) Limited 14,580,000 659,884 15,239,884
Good Yeoman (MI) Limited 14,430,000 484,973 14,914,973
Great Ewe (MI) Limited 14,030,000 1,230,718 15,260,718
Good Count (MI) Limited
3
- 13,148,577 13,148,577
Good Stag (MI) Limited
4
- 13,155,030 13,155,030
NordRubicon Shipping Company Ltd
3
- 22,697,625 22,697,625
NordColorado Shipping Company Ltd
5
- 256,350 256,350
Brutus (MI) Limited
3
- 22,498,809 22,498,809
Vessels at FVTPL & other assets 480,100,000 98,734,048 578,834,048
Totals 605,392,585 (31,277,663) 574,114,922
Additional information
Assets and liabilities information
(look-through basis) – unaudited
At 31 March 2022
1
Includes net assets/(liabilities) of dormant subsidiaries.
2
This SPV holds the equity investment in Grindrod Shipping.
3
Undelivered vessels, sold but not yet delivered at 31 March 2022.
4
Vessel classified as asset held for sale in SPV. Vessel sale subsequently cancelled as announced on 27 June 2022.
5
Vessel sold during the period remaining net assets only.
6
Vessel subsequently sold post period end.
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Taylor Maritime Investments Limited Annual Report and Audited Consolidated Financial Statements
Additional information
Management and administration
Directors
Nicholas Lykiardopulo (Chair, Independent Non-Executive Director)
Edward Buttery (Chief Executive Officer)
Helen Tveitan (Independent Non-Executive Director)
Trudi Clark (Independent Non-Executive Director)
Christopher Buttery (Non-Executive Director)
Sandra Platts (Independent Non-Executive Director)
Registered Office and Business Address
Sarnia House
Le Truchot
St Peter Port
Guernsey GY1 1GR
Commercial Manager
Taylor Maritime (HK) Limited
26/F, Vertical Square
Wong Chuk Hang
Hong Kong
Legal Advisers in Guernsey
Carey Olsen (Guernsey) LLP
Carey House
Les Banques
St Peter Port
Guernsey GY1 4BZ
Principal Bankers
EFG Bank, Cayman Branch
9 Forum Lane, Suite 3208
Camana Bay
PO Box 10360
Grand Cayman KY1-1003
Sole Global Co-Ordinator,
Sponsor and Sole Bookrunner
Jefferies International Limited
100 Bishopsgate
London EC4N 4JL
Independent Ship Valuer
Braemar ACM Valuations Limited
One Strand
Trafalgar Square
London WC2N 5HR
Administrator and Secretary
Sanne Fund Services (Guernsey) Limited
(formerly Praxis Fund Services Limited)
Sarnia House
Le Truchot
St Peter Port
Guernsey GY1 1GR
Registrar
Computershare Investor Services (Guernsey) Limited
1st Floor, Tudor House
Le Bordage
St Peter Port
Guernsey GY1 1DB
Legal Advisers in United Kingdom
Norton Rose Fullbright LLP
3 More London Riverside
London SE1 2AQ
Independent Auditor
PricewaterhouseCoopers CI LLP
Royal Bank Place
1 Glategny Esplanade
St Peter Port
Guernsey GY1 4ND
Independent Ship Valuer
Hartland Shipping Services Limited
28 Bedford Street
Covent Garden
London WC2E 9ED
Additional information
Management and administration
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Alternative performance measures used in the consolidated financial statements
Annualised Unlevered Gross Return
Calculated based on annualised unlevered operating cash flow of the underlying SPVs (net time charter revenue less operating expenditure,
selling, general & administrative expenses and drydocking accrual) divided by the fair value of the vessel.
Debt over gross assets ratio
Debt over gross assets ratio is a leverage ratio that indicates the percentage of assets that are being financed with debt.
Discount to NAV
Discount to NAV to the amount, expressed as a percentage, by which the share price is less than the NAV per share.
At 31 March
2022
NAV per ordinary share (a) US$1.7420
Share price per ordinary share (b) US$1.4200
Discount amount (c = b – a) (c) (US$0.3220)
Discount to NAV (d = (c / a) x 100) (d) (18.49%)
Dividend yield
The dividend yield is a financial ratio that shows how much the Company has paid out in dividends during the period 31 March 2021 to 31
March 2022 relative to its IPO price of US$1.00 per Ordinary Share.
Dividend cover
Dividend cover is the ratio of the Group’s cash flow divided by its total dividend payments, and is used as a measure of the extent to which
a company is able to generate sufficient cash flow to pay its dividends. This is calculated based on adjusted EBITDA of the underlying SPVs
for the financial period to 31 March 2022 (EBITDA excluding net changes in fair value of financial assets) less interest expenses and
docking capital expenditure for the financial period to 31 March 2022 divided by dividend for the financial period. The calculations below
show the dividend cover of dividends declared in the financial period and also the calculation for the dividend cover including the dividends
declared in the post period end but which relate to the earnings in the financial period (i.e. inclusive of the quarterly dividend declared in
April 2022 and the special dividend declared in May 2022). Given the Company IPO was on 27 May 2021, the calculation below is not for
a full financial year.
US$ million
(excluding
post period
end
dividends)
US$ million
(including
April 2022
quarterly
dividend
5
)
US$ million
(including
May 2022
special
dividend
6
)
Adjusted Group EBITDA, inclusive of underlying SPVs 82.56 82.56 82.56
Interest expense (3.67) (3.67) (3.67)
Docking capital expenditure (3.84) (3.84) (3.84)
Net cash income (a) 75.05 75.05 75.05
Dividends paid (b) 11.53 17.31 27.96
Dividend cash cover (c = a / b) (c) 6.5x 4.3x 2.7x
Grindrod Shipping annualised yield
Annualised dividend yield is calculated based on annualised dividends received since initial Grindrod Shipping investment divided by the
average purchase price per share. This provides a useful measure of likely projected return on the Grindrod Shipping investment.
Internal rate of return (“IRR”)
Internal rate of return is a calculation of the retrospective annualised profitability of a vessel investment over the period the vessel was
owned, the IRR being the discount rate that would make the net present value of the actual cashflows from the investment equal to zero.
This provides a useful measure of the profitability of an investment.
Multiple on Invested Capital (“MOIC”) is a measure of how much value an investment has generated, expressed as a multiple of the
original investment.
Additional information
Appendix – Alternative performance
measures – unaudited
5
Exclusive of May 2022 special dividend.
6
Inclusive of April 2022 quarterly dividend and May 2022 special dividend.
Governance Appendix – Alternative performance measures – unaudited continued Additional information Appendix – Alternative performance measures – unaudited
continued
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Taylor Maritime Investments Limited Annual Report and Audited Consolidated Financial Statements
Ongoing charges ratio (“OCR”)
The ongoing charges ratio of an investment company is the annual percentage reduction in shareholder returns as a result of recurring
operational expenditure. Ongoing charges are classified as those expenses which are likely to recur in the foreseeable future, and which
relate to the operation of the Group, excluding investment transaction costs, gains or losses on investments and performance fees and the
costs associated with any LTIP award. The OCR is calculated as the total ongoing charges for a period divided by the average net asset
value over that period/year.
Ordinary Shares
For the period
31 March 2021 to
31 March 2022
US$
Total expenses 6,205,919
Non-recurring expenses (2,137,659)
Total ongoing expenses 4,068,260
Annualised total ongoing expenses 4,161,439
Average NAV 448,409,788
Ongoing charges ratio (using AIC methodology) 0.93%
Total NAV/share price return
Total NAV return/share price return are calculations showing how the NAV and share price per share has performed over a period of time,
taking into account dividends paid to shareholders. It is calculated on the assumption that dividends are reinvested at the prevailing NAV
on the last day of the month that the shares first trade ex-dividend. This provides a useful measure to allow shareholders to compare
performances between investment funds where the dividend paid may differ.
For the period 31 March 2021
to 31 March 2022
Total NAV
return
Total share
price return
Opening NAV/share price per share (a) US$0.9800 US$1.0000
Closing NAV/share price per share (b) US$1.7420 US$1.4200
Dividends paid (c) US$0.0350 US$0.0350
Return for the period (d = ((b+c) - a) (d) US$0.7970 US$0.4550
Total NAV/share price return (e = (d / a) x 100) (e) 81.33% 45.50%
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Additional information
Appendix – Definitions and glossary
The following definitions apply throughout this document unless the context requires otherwise:
AER Annual Efficiency Ratio. A carbon intensity metric taking into account the cargo carrying capacity of the ship.
Formula = (Fuel consumed x emission factors)/(Deadweight capacity x distance travelled)
BDI Baltic Dry Index
BHSI Baltic Handysize Index is a measure of the strength of spot freight earnings for smaller dry bulk vessels,
currently based on a standard 38,000 dwt bulk carrier (since 2 Jan 2020). It reflects average spot market TCE
earnings across several representative routes
BHSI TCA The daily time charter average value for a basket of routes in the dry bulk shipping market representative of
Handysize vessels, calculated from reports of an independent international board of Panellists
BWMS Ballast Water Management System
Charter Free Value The resale value attributed to a ship free of any pre-existing charter contracts
Commercial Manager The Commercial Manager is appointed under the Framework Agreement and is responsible for seeking and
negotiating employment, post fixture operations, collection of hire, procuring and arranging marine insurances,
keeping books of account relating to SPVs, assisting in company secretarial matters, maintaining SPV bank
accounts, and monitoring of the technical managers on behalf of the Company
COVID-19 Pandemic The outbreak of the infectious disease known as COVID-19, the spread of which was declared as a
transnational and continental pandemic by the World Health Organisation on 11 March 2020
DBP The deferred bonus plan
DRC Depreciated Replacement Cost refers to the theoretical value of a second-hand ship based on prevailing
newbuilding price depreciated to current age
DWT Deadweight tonnage, the measure of how much weight a ship can carry. It is the sum of the weights of cargo,
fuel, fresh water, ballast water, provisions, passengers, and crew.
EEOI Energy Efficiency Operational Index. A carbon intensity metric taking into account actual cargo carried.
Formula = (Fuel consumed x emission factors)/(Cargo carried x distance travelled)
FFA Forward freight agreement, being derivatives used for hedging against the freight market exposure
FRC The UK Financial Reporting Council
Framework Management
Agreement
The overall framework management agreement between TMI Holdco Limited, a subsidiary of the Company and
the Commercial Manager and Technical Manager.
Geared Ships Vessels equipped with cranes for loading and un-loading cargoes e.g., Handysize and Supramax vessels
Grindrod Shipping Grindrod Shipping Holdings Ltd, a dual NASDAQ and Johannesburg Stock Exchange listed shipping business
(NASDAQ: GRIN, JSE: GSH “Grindrod Shipping”), is an international shipping company which owns an attractive,
modern fleet of predominantly geared dry bulk vessels
Gross Assets The aggregate of the fair value of all underlying vessels and all other assets of the Group in accordance with
the Group’s usual accounting policy
Group The Company and any Group Companies from time to time
Group Companies Subsidiaries of the Company from time to time (including Holdco and the SPVs), see note 6
Handysize A dry bulk carrier with a capacity between 10,000 and 44,999 DWT (10,000 DWT to 39,999 DWT for vessels
built prior to 2014) for the purposes of quoted market data. The Group’s target size range is 28,000 to 39,999
DWT
IFRS International Financial Reporting Standards
IMO International Maritime Organisation
IPO Initial Public Offering
ISM Code International Safety Management Code
KPIs Key performance indicators
Listing Rules The listing rules made by the FCA pursuant to Part VI of FSMA
LTIP The long term incentive plan is the Company’s policy which re-wards the executive team for reaching specific
goals that lead to increased shareholder value.
Net Asset Value or NAV The value, as at any date, of the assets of the Company after deduction of all liabilities of the Company and in
relation to a class of Shares in the Company, the value, as at any date of the assets attributable to that class of
Shares after the deduc-tion of all liabilities attributable to that class of Shares determined in accordance with
the accounting policies adopted by the Company from time-to-time
Net Time Charter Rate The rate of hire for a Time Charter of a vessel, net of commissions, usually expressed in terms of US$ per day.
Net Zero According to the IPCC definition, net zero CO
2
emissions are achieved when anthropogenic CO
2
emissions are
balanced globally by anthropogenic CO
2
removals over a specified period
Governance Appendix – Definitions and glossary continued Additional information Appendix – Definitions and glossary continued
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NOx Nitrous Oxides
PSC deficiencies ratio Port State Control deficiencies ratio.
Formula = No. of PSC deficiencies/no. of PSC inspections.
Related Party A related party is a person or entity that is related to the Group
SASB Sustainability Accounting Standards Board
Scope 1, 2 and 3 emissions Greenhouse gas emissions as defined by the Greenhouse Gas Protocol. Scope 1 and 2 emissions relate to
direct emissions from owned or controlled sources. Scope 2 emissions cover indirect emissions from the
generation of purchased electricity, steam, heating or cooling. Scope 3 emissions include all indirect emissions
that occur in an entity’s value chain
Seed Assets The 23 individual vessels which were acquired by the Group at the IPO date
SOLAS Safety of Life at Sea Convention
SOx Sulphur oxide
Spot Charter A Charter where the shipowner hires his vessel to the charterer for just a single voyage, carrying a designated
quantity of cargo
SPV or Special Purpose
Vehicle
Corporate entities, formed and wholly owned (directly or indirectly) by the Company, specifically to hold one or
more vessels or investments and including (where the context permits) any intermediate holding company of
the Company
Supramax A dry bulk carrier with a capacity between 40,000 to 64,999 DWT for the purposes of quoted market data. The
Group’s target size range is between 50,000 and 64,999 DWT
TCFD Taskforce Climate Related Disclosure
Technical Manager Tamar Ship Management Limited. Appointed by the Group under the Framework Agreement is responsible for
the vessels under its management ensuring vessels’ compliance with flag state law and applicable regulations;
arranging and supervising asset maintenance; and arranging crewing
Time Charter The hiring of a ship for a specific period of time. The charterer is responsible for cargo, itinerary and bears the
voyage related costs including fuel. The shipowner supplies the ship and the crew
UN SDGs United Nations Sustainable Development Goals
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ESG topic Reporting code KPI Unit
FY22 performance/
or section reference
General
Organisational
profile
GRI 102-1 Name of the
organisation
Section Reference Page 83
GRI 102-2 Activities, brands,
products & services
Section Reference Page 3
GRI 102-3 Location of
headquarters
Section Reference Page 83
GRI 102-4 Location of operations Section Reference Page 3
GRI 102-5 Ownership and legal
form
Section Reference Page 3
GRI 102-6 Markets served Section Reference Page 3
GRI 102-7 Scale of the
organization
Section Reference Page 2
GRI 102-8 Information on
employees and other
workers
Section Reference Page 3
GRI 102-12 External initiatives Section Reference Page 4
GRI 102-13 Membership of
associations
Section Reference Page 19
Stakeholder
engagement
GRI 102-40 List of stakeholder
groups
Section Reference Pages 27 – 28
GRI 102-43 Approach to
stakeholder
engagement
Section Reference Pages 27 – 28
GRI 102-44 Key topics and
concerns raised
Section Reference Pages 27 – 28
Strategy
GRI 102-14 Statement from
senior decision maker
Section Reference Pages 7 – 8
GRI 102-15 Key impacts, risks,
and opportunities
Section Reference Pages 29 - 30
Additional information
Appendix – ESG data table summary –
unaudited
Governance Appendix – ESG data table summary – unaudited continued Additional information Appendix – ESG data table summary – unaudited continued
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ESG topic Reporting code KPI Unit
FY22 performance/
or section reference
Environmental
Greenhouse Gas
Emissions
SASB TR-MT-110a.1
TCFD
Scope 1 emissions:
Off-hire fuel
consumption
Metric tonnes (“MT”)
CO
2
4,115
GHG Protocl Scope 1 emissions:
Office-related
emissions
MT CO
2
4
SASB TR-MT-110a.2
TCFD
Discussion of long-
term and short-term
strategy or plan to
manage Scope 1
emissions, emissions
reduction targets,
and an analysis of
performance against
those targets
Section Reference Pages 21 – 24
TCFD
GHG Protocol
Scope 2 emissions MT CO
2
2
GHG Protocol Gross global Scope
3 Emissions: Fuel
consumption whilst
on charter
MT CO
2
265,684
GHG Protocol Scope 3 emissions:
corporate business
travel
MT CO
2
30
SASB TR-MT-110a.3 % Heavy fuel oil Percentage (%) 88.6%
Voluntary Average Energy
Efficiency Operational
Indicator (“EEOI”) for
fleet
Grams of CO
2
per ton
nautical mile
11.96
SASB TR-MT-110a.4 Average Efficiency
Ratio (“AER”) for fleet
Grams of CO
2
per
deadweight ton
-nautical mile
7.23
Air Quality
SASB TR-MT-120a.1 Nitrogen Oxide
(“NOx”) Emissions
Metric tons (MT) 4,907
SASB TR-MT-120a.1 Sulphur Oxide (“Sox”)
Emissions
Metric tons (MT) 785
Ecological Impacts
SASB TR-MT-160a.2 Ballast Water
Treatment System
(“BWTS”) Installed
% of fleet total 69%
SASB TR-MT-160a.2 Ballast Water (“BW”)
Exchange
% of fleet total 31%
Employee Health &
Safety
SASB TR-MT-320a.1 Lost Time Incident
Rate (“LTIR”)
Lost time incidents
/ (1,000,000 hours
worked)
0.85
Governance Appendix – ESG data table summary – unaudited continued Additional information Appendix – ESG data table summary – unaudited continued
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ESG topic Reporting code KPI Unit
FY22 performance/
or section reference
Social
Accident and Safety
Management
SASB TR-MT-540a.1 No. of marine
casualties, percentage
classified as very
serious
Number 0
SASB TR-MT-540a.2 No. of Conditions
of Class or Recom-
mendations
Number 0
SASB TR-MT-540a.3 Port State Control
(“PSC”) deficiencies
ratio
Number 1.21
Demographics
GRI 405-1 Female composition
Board members
% of Board, Number 50% (3/6)
GRI 405-1 Female independent
Board members
% of Board, Number 75% (3/4)
GRI 405-1 Female employees
TMI
% of total 50%
GRI 405-1 Male employees TMI % of total 50%
GRI 405-1 Shore staff
nationalities - TMI
Number 5
GRI 405-1 Shipboard nationalities Number 20
SASB TR-MT-000.A Shipboard employees Number 576
Governance Appendix – ESG data table summary – unaudited continued Additional information Appendix – ESG data table summary – unaudited continued
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Taylor Maritime Investments Limited Annual Report and Audited Consolidated Financial Statements
ESG topic Reporting code KPI Unit
FY22 performance/
or section reference
Governance
Governance and
Business Ethics
GRI 102-18 Governance structure Section Reference Pages 35 – 38
GRI 102-21 Consulting
stakeholders
on economic,
environmental and
social topics
Section Reference Pages 27 – 28
GRI 102-22 Composition of the
highest governance
body and its
committees
Section Reference Pages 35 – 38
GRI 102-23 Chair of the highest
governance body
Section Reference Pages 35 – 38
GRI 102-24 Nominating and
selecting the highest
governance body
Section Reference Pages 35 – 38
GRI 102-16 Values, principles,
standards and norms
of behaviour
Section Reference Pages 35 – 38
& page 19
GRI 102-25 Conflicts of interest Section Reference Pages 74 – 76
GRI 205-1; GRI 205-3
SASB TR-MT-510a.1;
SASB TR-MT-510a.2
Anti-corruption
policies and
procedures
Section Reference Page 19
SASB TR-MT-510a.1 Number of calls at
ports in countries
that have the 20
lowest ranking
in Transparency
International's
Corruption Perception
Index
Number 3
Activity Metrics
SASB TR-MT-000.B Total distance
travelled by vessels
Nautical miles (nm) 1,072,714
SASB TR-MT-000.D Deadweight tonnage Tons 2,140,519
SASB TR-MT-000.E Number of vessels
included in emissions
computation for the
year
Number 31
SASB TR-MT-000.F Number of vessel port
calls
Number 554
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Taylor Maritime Investments Limited Annual Report and Audited Consolidated Financial Statements
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