Company Registration Number: C78333
Annual Financial Report
30 April 2023
Readers are reminded that the official statutory Annual Financial Report 2023, authorised for
issue by the Board of Directors, is in European Single Electronic Format (ESEF) and is
published on the Malta Stock Exchange portal https://www.borzamalta.com.mt/. A copy of the
Independent auditor’s report issued on the official statutory Annual Financial Report 2023, is
included within this document and comprises the auditor’s report on compliance with the
requirements of the European Single Electronic Format Regulatory Technical Standard (the
ESEF RTS), by reference to Capital Markets Rule 5.55.6.
PG p.l.c.
Annual Financial Report - 30 April 2023
Pages
Directors’ report 1 - 8
Corporate governance statement 9 - 20
Remuneration statement 21 - 24
Statements of financial position 25 - 26
Statements of comprehensive income 27
Statements of changes in equity 28 - 29
Statements of cash flows 30
Notes to the financial statements 31 - 71
PG p.l.c.
Annual Financial Report - 30 April 2023
1
Directors’ report
The directors present their Annual Financial Report for the year ended 30 April 2023.
The business model of the group with respect to the two supermarket complexes remains that of focusing
its activities on areas closely aligned to its core expertise and to attain an adequate spread of risk.
Revenue is generated from three types of activity, namely:
• the retailing of food and non-food products, directly procured by the business and carried at its
own risk;
• rental arrangements with third party operators in respect of certain specialist activities carried out
from designated areas within the supermarkets; and
• the management, operation and letting of other retail and commercial outlets within the two
complexes.
The overall objective is that of creating destinations that cater for a number of the day-to-day needs of
shoppers, going beyond a routine visit to a supermarket, albeit that the latter remains of fundamental
importance to the group. The supermarkets are the key anchors of each complex. In both cases, they
are set out on one floor, employing a logical and customer-friendly layout that has proved popular with
patrons, supported by numerous check-out points that facilitate customer flows and minimise queues
during peak shopping hours. The overall shopping experience is accentuated by high levels of customer
service, supported by continual staff training, and a continued emphasis on competitive pricing.
In a time of rapidly rising food prices, the group maintained its focus on ensuring that it offers an entry
level brand, across its product range, that can match or better the prices offered by other supermarkets.
At the same time PG Group continues to stock a wide range of brands catering for differing client
preferences.
Conveniently accessible locations, coupled with extensive free car parking, characterise the shopping
facilities available both at Pama and at Pavi.
The PG Group’s Zara® franchise operations were initiated in 2001 at the Alhambra store in Tower Road,
Sliema. The outlet is owned on a freehold basis and is situated in what is possibly Malta’s prime retail
location, attracting a high footfall. The retail space within this outlet amounts to 3,311 sqm, apart from
supporting staff and storage facilities. The outlet houses one of the largest Zara® department stores in
Europe.
The Sliema also includes one floor dedicated completely to Zara Home®. Two further Zara Home®
outlets, measuring 880sm and 480sm respectively, are located within the Pama and Pavi complexes.
As the franchisee for Zara® and Zara Home®, the group is responsible, inter alia, for staff recruitment
and management, accounting, stock control as well as the security and upkeep of the premises.
Operations within the two stores are at the same time conducted in close liaison with the brands’ owner,
Inditex, which is closely involved in the placement of orders for stock, seeking to ensure that the range of
merchandise retailed in Malta at all times represents the current offerings of the two brands.
PG p.l.c.
Annual Financial Report - 30 April 2023
2
Directors’ report - continued
Review of the business
Trading operations
Turnover for the year ended 30 April 2023 amounted to €173,933,000 (€147,049,000 in 2022)
representing a growth of 18.3%.
Turnover in our supermarket and associated retail operations increased by 19.2%, which is encouraging.
Operations in this sector have again been characterised by the impact of high inflation in food prices,
albeit at a more contained level than the previous year. Faced with this environment, the group
maintained its emphasis of containing selling prices, reducing margins on certain core branded products
while placing added focus on direct procurement from more competitive sources. The objective remained
that of being able to offer a highly cost-effective entry level product in all major categories, matching in
price any other comparable offering on the local market, but without reducing the wider brand choices
available for our customers.
Our competitive pricing has been noted by consumers and has resulted in significant volume growth.
Total footfall within the two supermarkets increased by 14.6% to 3.5 million when compared to a year
earlier, while that the number of product units sold increased by 25.2% to 61.9 million. By the same token
it follows that the average sales price recorded per unit sold fell when compared to a year earlier, in spite
of continued inflation in food prices. This reduction reflects changes in consumer choices in favour of
cheaper food products, and/or cheaper brands, coupled with the group’s emphasis on moderating price
increases to the extent practicable.
The increase in footfall in turn also benefited our retail clients. Third party rentals earnings, in the main
under rental agreements linked to sales volumes, grew by 12.9% in the course of the financial year.
Pama and Pavi remain two mature complexes and in this context the growth registered has exceeded the
board’s expectations. Over the past five years, PG Group has increased its turnover and post-tax profits
by 61% and 42% respectively and its supermarket operations have been a key driver in attaining this
success.
Encouraging growth was also experienced in the group’s franchise operations, which benefited from a
period of continued high employment and from the continued improvement in tourist arrivals, which is
relevant to our flagship store in Sliema. Our franchise operations recorded a turnover of €29,488,000,
representing an increase of 13.9% over the sales of €25,882,000 recorded in the previous financial year.
Volume growth accounted for 8.0% of this increase, reflecting the consistent popularity of the Zara and
Zara Home brands.
The growth in the product volumes handled by the group across its different operations was inevitably
reflected in a number of our direct operating costs, particularly sales and marketing. Inflation also had a
material impact, particularly where payroll costs are involved. The group’s employee complement,
measured in FTEs, grew very slightly to 393 in the course of the financial year, and in other
circumstances the growth registered in turnover would have been expected to yield operational
efficiencies. The average cost per employee however increased by 17.6% during the same period. This
reflects the high COLA awarded in 2023 in addition to further wage increases granted by the group in a
highly competitive labour market.
Such inflationary cost increments, coupled with the pricing strategy adopted by the group in its
supermarkets, resulted in a drop of 1.4% in the group’s overall gross profit margin. This reduction was
more than offset by the impact of higher sales. Across the span of its operations, the group succeeded in
increasing its gross profit by 7.5% to €24,020,000 (€22,352,000 in financial year 2022).
PG p.l.c.
Annual Financial Report - 30 April 2023
3
Directors’ report - continued
Review of the business - continued
Trading operations - continued
The resultant operating profit amounted to €18,923,000, an increase of 4.6% over the comparative of
€18,084,000 recorded in 2022.
Net finance costs amounted to €1,128,000, compared to €1,229,000 in the previous financial year.
Finance costs increased by €427,000 during the year due to higher interest rates, but this was matched
by finance income of €528,000 as the group was able to deploy profitably any available liquidity.
The group’s profit before taxation amounted to €17,647,000, compared to €16,688,000 in 2022. The
group incurred an effective tax expense of 28.2% (27.9% in 2022), which reflects in part the entitlement of
incurring a final tax of 15% on rental income received. The profit after taxation for the year under review
amounted to €12,668,000, an increase of 5.2% over the 2022 comparative of €12,037,000.
Cash flow and financing
The group generated a net cash flow from operating activities of €18,039,000 (€15,608,000 in 2022),
which was applied in the main towards the payment of dividends and towards the reduction of
borrowings. As at 30 April 2023, PG p.l.c. had a positive gearing position with cash in hand, net of bank
borrowings, of €2,925,000. The group had no material capital expenditure commitments at 30 April 2023,
but it has reached an agreement in principle with the Lands Department for a change of use costing
€4,900,000 on leasehold land recently acquired adjacent to Pavi. This change of use has since been
approved by the House of Representatives and the group expects to conclude this transaction in the near
future.
Financial position and associated financial and other risks and uncertainties
Group equity increased by 12.2% to €62,476,000 at 30 April 2023, when compared to 2022, as a result of
the retained profits for the year under review. As already noted above, the group’s net bank gearing was
positive at 30 April 2023.
The group operates in a highly competitive business environment and remains subject to various risks
such as increasing pressures on margins and increased competition to attract and retain customers.
Looking ahead at the current financial year, we have once again recorded a positive start, with sales in
the first quarter of this financial year showing increases of 23%. The Board of Directors does not expect
this rate of growth to continue unabated, but nevertheless has reasonable grounds for expecting another
successful financial year moving ahead. Our target for the coming year will remain that of again
improving upon the results attained in the financial year to 30 April 2023.
Much will depend of course on macro economic events that are beyond the group’s control. Global
inflation, the war in Ukraine and rising interest rates are all factors that could have a negative impact on
disposable income. This impact has to date been partly mitigated in Malta by the Government’s decision
to absorb the cost of rising energy prices, but one cannot assume the indefinite continuation of this policy.
Your board nevertheless remains confident on the group’s outlook in the years ahead. The group’s
business model is based on the retail of foodstuffs, an essential commodity, and of two franchise brands
that offer excellent value for money at affordable prices. It has a strong and experienced management
team and adequate financial resources. PG Group remains particularly well placed to weather adverse
market conditions.
PG p.l.c.
Annual Financial Report - 30 April 2023
4
Directors’ report - continued
Review of the business - continued
Financial position and associated financial and other risks and uncertainties - continued
The business of the group moreover continues to be conducted in a prudent manner seeking to avoid
undue levels of risk that could impair its resilience when faced with unfavourable market conditions or that
could inhibit its ability to capitalise on suitable opportunities that may be identified from time to time. In
particular:
• The major part of purchases and other expenditure, and all revenues, are denominated in euro and
the group does not maintain any material assets or liabilities denominated in foreign currency. Its
exposure to currency risk is negligible.
• The group’s term borrowings carry a fixed interest rate in their initial years, when capital outstanding
is higher than later in the term of the loans, and any future increases in interest rates would have a
minimal impact on its results. The group’s outstanding loans at 30 April 2023 were moreover
exceeded by cash reserves in hand and the group is effectively free of any borrowing commitments
that could inhibit business resilience.
• The group operates retail businesses where the granting of credit is limited and the credit risk carried
is low in the overall context of the group.
• The group maintains a healthy relationship with its suppliers and care is taken to respect agreed
credit terms. Prudence is exercised in cash management to ensure that the group maintains at any
point in time a material liquidity cushion in terms of available unutilised overdraft facilities.
Further information on the group’s financial risk management is set out in note 2 to the financial
statements.
The income and equity movements statements are set out on pages 27 and 28 to 29 respectively.
An interim net dividend of €2,250,000 was distributed by the company in December 2022. A second net
dividend of €4,500,000 was distributed in July 2023. The total net dividend distributed from the profits
earned in the financial year ended 30 April 2023 therefore amounted to €6,750,000 (€5,850,000 in 2022).
Directors
The directors of the company during the financial year ended 30 April 2023 and as at the date of this
report are:
Mr John Zarb – Non-Executive Chairman
Mr Paul Gauci – Executive Vice-Chairman
Mr Charles Borg – Executive Director & Chief Executive Officer
Mr Gianluca Borg – Executive Director
Ms Claire Alexia Borg Gauci – Non-Executive Director
Ms Maria Micallef – Non-Executive Director
Mr William Spiteri Bailey – Non-Executive Director
Mr Lawrence Zammit – Non-Executive Director.
In accordance with the company’s Memorandum and Articles of Association, Mr John Zarb and Mr
Gianluca Borg will retire by rotation at the next Annual General Meeting and, being eligible, have been
nominated, and accordingly offered themselves, for re-appointment.
PG p.l.c.
Annual Financial Report - 30 April 2023
5
Directors’ report - continued
Statement of directors’ responsibilities for the financial statements
The directors are required by the Maltese Companies Act (Cap. 386 of the Laws of Malta) (the
“Companies Act”) to prepare financial statements which give a true and fair view of the state of affairs of
the group and the parent company as at the end of each reporting period and of the profit or loss for that
period.
In preparing the financial statements, the directors are responsible for:
• ensuring that the financial statements have been drawn up in accordance with International Financial
Reporting Standards as adopted by the EU;
• selecting and applying appropriate accounting policies;
• making accounting estimates that are reasonable in the circumstances; and
• ensuring that the financial statements are prepared on the going concern basis unless it is
inappropriate to presume that the group and the parent company will continue in business as a going
concern.
The directors are also responsible for designing, implementing and maintaining internal control as
necessary to enable the preparation of financial statements that are free from material misstatement,
whether due to fraud or error, and that comply with the Companies Act. They are also responsible for
safeguarding the assets of the group and the parent company and hence for taking reasonable steps for
the prevention and detection of fraud and other irregularities.
The financial statements of PG p.l.c. for the year ended 30 April 2023 are included in the Annual Report
2023 which is published on the group’s website (www.pggroup.com.mt) and available in hard copy
printed form upon request. The directors are responsible for the maintenance and integrity of the Annual
Report on the website in view of their responsibility for the controls over, and the security of, the website.
Access to information published on the group’s website is available in other countries and jurisdictions,
where legislation governing the preparation and dissemination of financial statements may differ from
requirements or practice in Malta.
The directors confirm that to the best of their knowledge:
• the financial statements give a true and fair view of the financial position of the group and the parent
company as at 30 April 2023, and of the financial performance and the cash flows for the year then
ended in accordance with International Financial Reporting Standards as adopted by the EU; and
• the Annual Report includes a fair review of the development and performance of the business and the
position of the group and the parent company, together with a description of the principal risks and
uncertainties that the group and the parent company face.
Going concern basis
After making due enquiries and taking account of all known factors that could impact the group’s
operations, the directors, at the time of approving the financial statements, have determined that there is
reasonable expectation that the group and the parent company have adequate resources to continue
operating for the foreseeable future. For this reason, the directors have adopted the going concern basis
in preparing the financial statements.
PG p.l.c.
Annual Financial Report - 30 April 2023
6
Directors’ report - continued
Additional information pursuant to Capital Markets Rule 5.64
Details of the company’s share capital are disclosed in note 13 of the financial statements on page 58.
The issued share capital consists of one class of ordinary shares with equal voting rights attached. All
shares are freely transferable.
Mr Paul Gauci owns 68.38% of the issued share capital of the company. No other shareholder holds 5%
or more of the share capital of the company.
Mr Paul Gauci also exercises the voting rights on 4,250,000 ordinary shares, equivalent to 3.93% of the
company’s issued share capital, which he had in past years donated to various charitable institutions. The
institutions concerned have expressed their preference not to be involved in the decision making of a
commercial concern, and the voting rights of the shares in question accordingly continue to be exercised
by Mr Gauci.
At present, in terms of the Articles of Association of the company, the board of directors shall consist of a
maximum of eight (8) directors, one of whom shall be the Chief Executive Officer. Once appointed to
office in accordance with the provisions of the Articles of Association of the Company, a director (not
being the Chief Executive Officer, who shall be appointed to the board by virtue of his office following his
engagement by the company) may serve in office for a minimum period of three (3) years and a
maximum period of five (5) years, unless s/he resigns or is earlier removed or is due to retire by rotation
in accordance with the Articles of Association of the company, provided that a director whose term of
office expires shall be eligible for re-appointment.
The term of office of all directors (excepting the Chief Executive Officer) shall be of three (3) years,
following which one third of such directors shall retire by rotation. In every subsequent year, 1/3 of the
directors or, if their number is not three (3) or a multiple of three (3), then the number nearest 1/3, shall
retire from office.
The appointment of the directors (not being the Chief Executive Officer, as aforesaid) shall take place at
the Annual General Meeting of the company. The Articles of Association of the company provide for a
mechanism pursuant to which recommendations of prospective directors to the Remuneration Committee
and Nominations Committee (the “RemNom Committee”) may be made by any shareholder or
shareholders holding in the aggregate not less than €250,000 in nominal value of shares having voting
rights in the company. No person shall be or become entitled to act or take office as a director of the
company unless approved by the RemNom Committee, which is empowered by the Articles of
Association of the company to reject any recommendation made if in its considered opinion, the
appointment of the person so recommended as a director could be detrimental to the company’s interests
or if such person is not considered as fit and proper to occupy that position. Where the number of
candidates approved by the RemNom Committee is more than the number of vacancies on the board of
directors, then an election would take place in accordance with the provisions of the Articles, pursuant to
which those candidates obtaining the highest number of votes overall from amongst the candidates listed
on the ballot paper distributed in advance of the general meeting shall be elected and appointed
directors.
PG p.l.c.
Annual Financial Report - 30 April 2023
7
Directors’ report - continued
Additional information pursuant to Capital Markets Rule 5.64 - continued
Any director may be removed at any time by the ordinary resolution of the shareholders of the company
in accordance with the Companies Act, in accordance with any other applicable law, or in the specific
cases set out in the Articles of Association of the company.
The administration and management of the company shall be conducted by the directors, who shall
appoint one of their number to act as chairman. The Articles of Association of the company do not
contemplate any specific instances of administration and management of the company which are
reserved for the decision, or the prior approval of, the shareholders of the company and/or any committee
of the company.
The directors are empowered to act on behalf of the company and, in this respect, have the authority to
enter into contracts, sue and be sued in representation of the company. They may transact all business of
whatever nature of the company not expressly reserved to the shareholders in general meeting or by any
provision contained in any law for the time being in force.
The primary provisions regulating the board of directors’ workings, as well as the appointment and
replacement of directors, may be found in Articles 12-15 and 17-23 of the Articles of Association of the
company.
In terms of Article 3.16 of its Articles of Association, the company may, subject to the provisions of the
Companies Act acquire or hold any of its shares.
An extraordinary resolution approved by the shareholders in the general meeting is required to amend the
Articles of Association, however, no deletion, amendment or addition to the Articles of Association shall
have effect unless prior written approval has been sought and obtained from the Listing Authority
therefor.
It is hereby declared that, at 30th April 2023, with the exception listed below, the company is not party to
any significant agreement pursuant to Capital Markets Rule 5.64.10.
The franchise agreements with Inditex Group regarding Zara® and Zara Home® respectively require the
prior consent of Inditex to any change in control of the group. In the absence of such prior consent,
Inditex would be entitled to exercise its rights under an option agreement whereby Inditex could terminate
the franchise agreements and assume the ownership of the operation of the stores.
The board declares that the information required under Capital Markets Rules 5.64.4, 5.64.5, 5.64.6 and
5.64.11 is not applicable to the company.
Remuneration Report
The Remuneration Report is located on pages 21 to 24 of this Annual Report and sets out details of the
remuneration strategy and policy of the group. The Remuneration Report also contains, inter alia, details
of the financial packages of the directors and the Company’s senior executive team. In accordance with
Capital Markets Rules 12.26L and 12.26M, the Remuneration Report will be subject to an advisory vote
by the shareholders at the forthcoming Annual General Meeting and will be made available on the
Company's website for a period of 10 years thereafter. The contents of the Remuneration Report have
been reviewed by the external auditors to ensure that it confirms with the requirements of the Capital
Markets Rules.
PG p.l.c.
Annual Financial Report - 30 April 2023
8
Directors’ report - continued
Auditors
The auditors, PricewaterhouseCoopers, have indicated their willingness to continue in office, and a
resolution for their re-appointment will be proposed at the Annual General Meeting.
Signed on behalf of the Board of Directors on 24 August 2023 by John Zarb (Chairman) and Paul Gauci
(Executive Vice-Chairman) as per the Directors’ Declaration on ESEF Annual Financial Report submitted
in conjunction with the Annual Financial Report.
Registered Address:
Telephone (+356) 2349 6100
Dr Emma Grech
Company Secretary
24 August 2023
PG p.l.c.
Annual Financial Report - 30 April 2023
9
Corporate governance statement
A. Introduction
PG p.l.c. was incorporated on 25 November 2016 and acquired control of the subsidiaries and associates
that constitute the group’s business on 10 March 2017. The company’s equity was admitted to the Official
List of the Malta Stock Exchange on 4 May 2017.
Pursuant to the Capital Markets Rules issued by the Malta Financial Services Authority, the company
endeavours to follow the Code of Principles of Good Corporate Governance contained in Appendix 5.1 to
Chapter 5 of the Capital Markets Rules (the “Code”). In terms of Capital Markets Rule 5.94, the company
hereby reports on the extent of its adoption of the principles of the Code covering the financial year ended
30 April 2023.
The company acknowledges that the Code does not prescribe mandatory rules, but recommends
principles of good practice. Nevertheless, the board strongly believes that such practices are generally in
the best interests of the company and its shareholders, and that compliance with the principles of good
corporate governance is not only expected by investors but also evidences the directors’ and the
company’s commitment to a high standard of good governance.
Good corporate governance is the responsibility of the board of directors, and in this regard the board has
carried out a review of the company’s compliance with the Code for the financial period being reported
upon.
B. General
The company’s governance is led by its board of directors, which is responsible for the overall
determination of the company’s business strategies and policies. The company has adopted a corporate
decision-making and supervisory structure that is tailored to suit its requirements and designed to ensure
the effective operation of adequate controls and procedures within the company, whilst retaining an
element of flexibility essential to allow the company to react promptly and efficiently to circumstances
arising in respect of its business, taking into account its size and the economic conditions in which it
operates. The directors are of the view that it has employed structures which are suitable and
complementary to the size and operations of the company. Accordingly and in general the directors
believe that the company has adopted appropriate structures to achieve an adequate level of good
corporate governance, together with an adequate system of control in line with the company’s
requirements.
This corporate governance statement (the “Statement”) sets out the structures and processes in place
within the company and explains how these effectively achieve the goals set out in the Code. For this
purpose, this Statement will make reference to the pertinent principles of the Code and then set out the
manners in which the directors believe that these have been adhered to. Where the company has not
complied with any of the principles of the Code, this Statement will provide an explanation for non-
compliance.
C. Compliance with the Code
Principle 1: The Board
The board’s role and responsibility is to provide the necessary leadership, to set strategy and to exercise
good oversight and stewardship. In terms of the Memorandum of Association of PG p.l.c., the affairs of
the company are managed and administered by a board composed of up to eight (8) directors.
PG p.l.c.
Annual Financial Report - 30 April 2023
10
Corporate governance statement - continued
C. Compliance with the Code - continued
Principle 1: The Board - continued
The board is in regular contact with the Chief Executive Officer, who is a board member, in order to
ensure that it is in receipt of timely and appropriate information in relation to the business of the group
and management performance. This enables the board to contribute effectively to the decision-making
process, whilst at the same time exercising prudent and effective controls.
The board delegates specific responsibilities to the Audit Committee and to the RemNom Committee.
Further detail in relation to the committees and the responsibilities of the board is found in Principles 4, 5
and 8 of this Statement.
Principle 2: Chairman and Chief Executive
The statute of PG p.l.c. provides for the board to appoint a Chairman from amongst the directors. It also
provides for the appointment of a Chief Executive Officer who serves, by virtue of his office, as a director
of the company. Mr John Zarb and Mr Charles Borg were appointed Chairman and Chief Executive
Officer respectively.
The Chairman is responsible to lead the board and set its agenda, ensure that the directors of the board
receive precise, timely and objective information so that they can take sound decisions and effectively
monitor the performance of the company, ensure effective communication with shareholders and
encourage active engagement by all directors during board discussions.
The Chief Executive Officer leads the management team of the group. He reports regularly to the Board
on the business and affairs of the group and the commercial, economic and other challenges facing it. He
is also responsible to ensure that all submissions made to the board are timely, give a true and correct
picture of the issue or issues under consideration, and are of a professional standard suited to the subject
matter concerned.
The Chief Executive Officer is supported by Mr Paul Gauci, the founder and major shareholder of the
company, who serves as Executive Vice-Chairman. Mr Gauci also takes a leading role in the business
development of the group and in identifying and developing opportunities for expansion.
The Chief Executive Officer chairs a Management Committee composed of the group’s senior executives.
The committee meets on a weekly basis to review the conduct of operations, to review and discuss
monthly management accounts and to review and approve annual plans and budgets prior to their
presentation to the board. The heads of the respective business areas are invited to attend the
Management Committee and to answer any questions of the members of the Management Committee.
The Deputy Chief Executive Officer, Mr Malcolm Camilleri, chairs a Purchasing Committee charged with
assisting the Chief Purchasing Officer in the operation of the group’s purchasing activities and in
negotiations with suppliers. The Purchasing Committee also exercises oversight on the group’s
relationships with its principal suppliers.
PG p.l.c.
Annual Financial Report - 30 April 2023
11
Corporate governance statement - continued
C. Compliance with the Code - continued
Principle 3: Composition of the Board
The composition of the company’s board of directors is designed to attain a diverse mix of professional
and business skills and backgrounds appropriate to the needs of the group, and an appropriate balance
between executive and non-executive directors.
The board of directors is composed of:
Non-Executive Directors
Mr John Zarb FCCA FIA CPA - Chairman
Ms Maria Micallef B.A. Hons Accty, FIA, CPA
Mr William Spiteri Bailey FIA CPA
Mr Lawrence Zammit MA (Econ)
Ms Claire Alexia Borg Gauci
Executive directors
Mr Paul Gauci - Executive Vice-Chairman
Mr Charles Borg BA Banking & Finance, MA Financial Services, FCIB - Chief Executive Officer
Mr Gianluca Borg
Independence of Non-Executive Directors
In line with supporting principle 3 (iii) of main Principle 3, at least one third of the board consists of non-
executive directors. With the exception of Ms Claire Alexia Borg Gauci, who resigned from employment
by the group in May 2020, all the non-executive directors are considered as independent within the
meaning of the Code. None of the independent non-executive directors:
(a) are or have been employed in any capacity by the company;
(b) receive significant additional remuneration from the company except, from time go time, in the
conduct of specific additional duties connected to their office as directors of the company;
(c) have close family ties with any of the executive members of the board;
(d) have been within the last three years an engagement partner or a member of the audit team of
the present or past external auditor of the company; and
(e) have a significant business relationship with the company.
In terms of Code Provision 3.4, each non-executive director has committed to the board that he/she
undertakes:
(a) to maintain in all circumstances his/her independence of analysis, decision and action;
(b) not to seek or accept any unreasonable advantages that could be considered as compromising
his/her independence; and
(c) to clearly express his/her opposition in the event that he/she finds that a decision of the board
may harm the company.
PG p.l.c.
Annual Financial Report - 30 April 2023
12
Corporate governance statement - continued
C. Compliance with the Code - continued
Principle 3: Composition of the Board - continued
Appointment and Removal of Directors
Pursuant to generally accepted practices, as well as the company’s Articles of Association, the
appointment of directors to the board is reserved exclusively to the company’s shareholders, except in so
far as an appointment is made to fill a vacancy on the board, which may be filled by co-option made by
the board on the recommendation of the RemNom Committee.
The Articles of Association regulate the appointment of directors. Any one or more shareholders who in
aggregate hold not less than €250,000 in nominal value of shares having voting rights in the company are
entitled to recommend fit and proper persons for appointment as directors of the company, such
nominations being subject to the approval of the RemNom Committee, which is empowered by the
Articles of Association of the company to reject any recommendation made if, in its considered opinion,
the proposed appointment could be detrimental to the company’s interests or if such person is not
considered as fit and proper to occupy that position. In addition, nominations may be made by the board
or the RemNom Committee itself for consideration by the shareholders at the Annual General Meeting of
the company. The RemNom Committee is also empowered on its own initiative to take steps to ensure
that the board remains constituted by a diverse mix of professional and business skills and backgrounds
appropriate to the needs of the group.
Any director may be removed at any time by the ordinary resolution of the shareholders of the company
in accordance with the Companies Act, in accordance with any other applicable law, or in the specific
cases set out in the Articles of Association of the company.
Principles 4 and 5: The Responsibilities of the Board and Board Meetings
The board meets regularly, usually on a monthly basis in addition to other occasions as may be needed
from time to time. Individual directors, apart from attendance at formal board meetings, participate in
other ad hoc meetings during the year as may be required, and are also active in board committees as
mentioned further below.
During the financial year ended 30 April 2023, twelve (12) board meetings were held. Attendance at
these meetings was as follows:
Board member Meetings attended
Mr John Zarb 12
Mr Paul Gauci 12
Mr Charles Borg 12
Mr Gianluca Borg 12
Ms Claire Alexia Borg Gauci 11
Ms Maria Micallef 12
Mr William Spiteri Bailey 11
Mr Lawrence Zammit 12
PG p.l.c.
Annual Financial Report - 30 April 2023
13
Corporate governance statement - continued
C. Compliance with the Code - continued
Principles 4 and 5: The Responsibilities of the Board and Board Meetings - continued
The board is entrusted with the overall direction, administration and management of the group. The
board, in fulfilling this mandate, assumes responsibility for the following:
• reviewing and approving the business plan and budgets that are submitted by management, and
working with management in the implementation of the business plan;
• identifying the principal business risks for the group and overseeing the implementation and
monitoring of appropriate risk management systems;
• ensuring that effective internal control and management information systems for the group are in
place;
• assessing the performance of the group’s executive officers, including monitoring the establishment of
appropriate systems for succession planning, and for approving the compensation levels of such
executive officers; and
• ensuring that the group has in place a policy to enable it to communicate effectively with shareholders,
other stakeholders and the public generally.
The board regularly reviews and approves various management reports as well as annual financial plans,
including capital budgets. In addition, the strategy, processes and policies adopted for implementation are
regularly reviewed by the board.
The board is also responsible for ensuring that the group recognises and meets its environmental, social
and governance responsibilities. These include, inter alia:
(a) Setting and maintaining the behavioural and ethical standards of the group.
(b) Safeguarding the health and safety of all customers and staff. This includes, amongst other
measures, ensuring that regular checks are carried out on the freshness and quality of the products
sold in the group’s supermarkets; the training of staff with specific responsibilities to help deal with
medical and other emergencies; the regular monitoring and maintenance of premises and
equipment; and the adherence at all times to prescribed safety measures. The board requests and
receives regular reports on the group’s procedures in these areas.
(c) Ensuring that all employees, customers and business partners are treated with full respect for
human rights and without any discrimination on the basis of race, gender or belief.
(d) Ensuring that the group conducts its business with a proper awareness of its social and
environmental responsibilities. This topic is commented upon in more detail in the Chief Executive
Officer’s report that also forms part of the group’s 2023 Annual Report, and inter alia details the
group’s objectives with respect to reducing the distribution of water in non-returnable plastic
containers, a key focal point.
(e) Ensuring that the group maintains a zero–tolerance approach to bribery and corruption. The PG
Group has at no time been involved or implicated in corruption or bribery allegations. We will not
seek to influence others, either directly or indirectly, by paying bribes or kickbacks in any form, or by
any other measure that is illicit, unethical or that may in any manner tarnish our reputation.
PG p.l.c.
Annual Financial Report - 30 April 2023
14
Corporate governance statement - continued
C. Compliance with the Code - continued
Principles 4 and 5: The Responsibilities of the Board and Board Meetings - continued
The Chairman ensures that all issues relevant to long-term strategic and short-term performance of the
group are placed on the agenda of board meetings and, for the purpose of discussion thereon, are
supported by all available information, whilst encouraging the presentation of views pertinent to the
subject matter and giving all directors every opportunity to contribute to the discussion.
Principle 6: Information and Professional Development
The recruitment and selection of senior management is the responsibility of the Chief Executive Officer
acting in consultation with the board. Likewise, the Chief Executive Officer consults with the board on
matters relating to succession planning for senior management within the company. The board considers
and discusses succession planning measures at all senior management levels taking into account the
size and depth of the management team of the group.
The board, acting through the RemNom Committee, is also concerned with ensuring the ongoing
professional training and development of the group’s management team.
The directors have access to the advice and services of the Company Secretary, Dr Emma Grech, who is
responsible for ensuring that board procedures are adhered to. Additionally, directors may seek
independent professional advice on any matter should they deem such necessary in order to discharge
their responsibilities as directors, at the company’s expense.
Principle 7: Evaluation of the Board’s Performance
The RemNom Committee regularly evaluates the performance of the board and the contribution made by
the individual board members, and considers their continued suitability (including, but not limited to, the
two directors retiring by rotation at the next Annual General Meeting), and is of the view that over the
period under review, all members of the board, individually and collectively, contributed to proceedings in
line with the required levels of diligence and skill. In addition, the board believes that its current
composition endows the board with a cross-section of skills and experience relevant to the operations of
the group and achieves the appropriate balance required for it to function effectively and to ensure
appropriate succession.
Principle 8: Committees
The directors have constituted the following board committees, the terms of reference of which are
determined by the board from time to time with the purpose of fulfilling the below mentioned purposes:
Audit Committee
The Audit Committee is composed of Mr William Spiteri Bailey (Chairman), Mr Lawrence Zammit and Ms
Maria Micallef, all occupying an independent Non-Executive Director role within the company; and of Ms
Claire Alexia Borg Gauci. In light of their qualifications as well as their valuable experience, Mr William
Spiteri Bailey and Ms Maria Micallef are the Audit Committee members who are considered to be
competent in accounting and/or auditing in terms of the Capital Markets Rules.
PG p.l.c.
Annual Financial Report - 30 April 2023
15
Corporate governance statement - continued
C. Compliance with the Code – continued
Principle 8: Committees - continued
Audit Committee - continued
The committee is responsible for reviewing the financial reporting processes and policies, the system of
internal control and management of financial risk, the audit process, any transactions with related parties
and the company’s process for monitoring compliance with laws and regulations. When the Audit
Committee’s monitoring and review activities reveal cause for concern or scope for improvement, it shall
make recommendations to the board on the action needed to address the issue or make improvements.
The Audit Committee has the task to ensure that any potential conflicts of interest are resolved in the best
interests of the group. Its primary objective is to assist the board in dealing with issues of risk, control and
governance and in reviewing the group’s reporting processes, financial policies and internal control
structure. The Audit Committee also oversees the conduct of the external audit and facilitates
communication between the board, management and external auditors.
The Audit Committee is a committee appointed by the board and is directly responsible and accountable
to the board. Its main role and responsibilities are:
(a) to review procedures and assess the effectiveness of the internal control systems, including financial
reporting;
(b) to assist the board in monitoring the integrity of the financial statements, the internal control
structures, the financial reporting processes and financial policies of the company;
(c) to make recommendations to the board in relation to the appointment of the external auditor and to
approve the remuneration and terms of engagement of the external auditor following appointment by
the shareholders in general meeting;
(d) to monitor and review the external audit functions, including the external auditor`s independence,
objectivity and effectiveness;
(e) to establish internal procedures and to monitor these on a regular basis;
(f) to establish and maintain access between the internal and external auditors of the company and to
ensure that this is open and constructive;
(g) to review and challenge where necessary, the actions and judgements of management, in relation to
the interim (if applicable) and annual financial statements before submission to the board, focusing
particularly on:
(i) critical accounting policies and practices and any changes in them;
(ii) decisions requiring a major element of judgement;
(iii) the extent to which the financial statements are affected by any unusual transactions in the
year and how they are disclosed;
(iv) the clarity of disclosures and compliance with International Financial Reporting Standards;
(v) significant adjustments resulting from the audit;
(vi) compliance with stock exchange and other legal requirements; and
(vii) reviewing the company’s Statement on Corporate Governance prior to endorsement by the
board.
PG p.l.c.
Annual Financial Report - 30 April 2023
16
Corporate governance statement - continued
C. Compliance with the Code – continued
Principle 8: Committees - continued
Audit Committee - continued
(h) to gain an understanding of whether significant internal control recommendations made by internal
and external auditors have been implemented by management;
(i) to establish and exercise oversight upon the internal audit function of the company, and to review its
plans, activities, staffing and organisational structure;
(j) to monitor the statutory audit of the annual and consolidated accounts;
(k) to discuss company policies with respect to risk assessment and risk management, review
contingent liabilities and risks that may be material to the company; and
(l) to consider other matters that are within the general scope of the committee that are referred to it by
the Board of Directors.
The terms of reference of the Audit Committee, approved by the Board, are modelled on the
recommendations of the Capital Markets Rules.
The Audit Committee has met seven (7) times in the financial year ended 30 April 2023, and the
attendance at these meetings was as follows:
Committee member Meetings attended
Mr William Spiteri Bailey 7
Ms Claire Alexia Borg Gauci 6
Ms Maria Micallef 7
Mr Lawrence Zammit 7
Remuneration and Nominations Committee
In view of its size, the company has taken the view that whilst it considers the role and function of each of
the Remuneration Committee and the Nomination Committee as important, it would be more efficient for
these committees to be merged into a single, ‘RemNom Committee’ that would serve a dual role.
The RemNom Committee is composed of Mr John Zarb (Chairman), Mr Paul Gauci and Mr Lawrence
Zammit.
In its function as Remuneration Committee, the RemNom Committee is charged with the oversight of the
remuneration policies implemented by the company with respect to its directors, management and
employees. Its objectives are those of deciding a remuneration policy aimed to attract, retain and
motivate directors, whether executive or non-executive, as well as senior management with the right
qualities and skills for the benefit of the company. It is responsible for making proposals to the board on
the individual remuneration packages of directors and senior management and is entrusted with
monitoring the level and structure of remuneration of the non-executive directors.
PG p.l.c.
Annual Financial Report - 30 April 2023
17
Corporate governance statement - continued
C. Compliance with the Code – continued
Principle 8: Committees - continued
Remuneration and Nominations Committee - continued
In its function as Nomination Committee, the RemNom Committee’s task is to propose to the board
candidates for the position of director, including persons considered to be independent in terms of the
Capital Markets Rules, whilst also taking into account any recommendation from shareholders. It is to
periodically assess the structure, size, composition and performance of the board and make
recommendations to the board regarding any changes, as well as consider issues related to succession
planning. It is also entrusted with reviewing the board’s policy for selection and appointment of senior
management.
The RemNom Committee met two (2) times during the financial year ended 30 April 2023 and these
meetings were attended by all committee members.
Remuneration of directors and senior management
Please refer to the Remuneration Report (see page 21) for information regarding the remuneration of the
company’s directors and senior executives.
Principles 9 and 10: Relations with Shareholders and with the Market, and Institutional
Shareholders
The company recognises the importance of maintaining a dialogue with its shareholders and of keeping
the market informed to ensure that its strategies and performance are well understood.
The company will communicate effectively with shareholders by publishing its results on a six-monthly
basis during the year, by way of half yearly and annual reports and financial statements, through interim
Directors’ Statements, through periodical company announcements and through press releases in the
local media to the market in general. The financial results will be made available on the group’s website
www.pggroup.com.mt.
Annual General Meeting
Within seven months of the end of the financial year, the Annual General Meeting of the shareholders will
be convened to consider the annual financial statements, the directors’ and auditors’ reports for the year,
to decide on any dividends recommended by the board, to elect directors, appoint auditors and to set
their remuneration.
A presentation will be given to the shareholders present showing how the group operated in the light of
prevailing economic and market conditions, and an assessment on future prospects will be given. The
Chairman arranges for all directors to attend the Annual General Meeting. More information on general
meetings of the company may be found in section F below.
PG p.l.c.
Annual Financial Report - 30 April 2023
18
Corporate governance statement - continued
C. Compliance with the Code – continued
Principle 11: Conflicts of Interest
It is the practice of the board that when a potential conflict of interest arises in connection with any
transaction or other matter, the potential conflict of interest is declared so that steps may be taken to
ensure that such items are appropriately addressed. By virtue of the company’s Articles of Association,
the directors are obliged to keep the board advised, on an ongoing basis, of any interest that could
potentially conflict with that of the company. The board member concerned shall not take part in the
assessment by the board as to whether a conflict of interest exists. A director shall not vote in respect of
any contract, arrangement, transaction or proposal in which he has a material interest in accordance with
the Articles of Association. The board believes that this is a procedure that achieves compliance with
Principle 11. None of the directors, save Mr Paul Gauci and Mr Gianluca Borg, have any shares in the
company.
Any material transactions with related parties, which pose intrinsic potential conflicts of interests, require
the approval of the Audit Committee, which is charged with ensuring that such transactions are necessary
for the conduct of the company’s business and are transacted on an arms’ length basis.
As explained in the prospectus issued by the company on 27 March 2017, the group was re-organised in
its current form to include, as far as practicable, all the businesses that were at the time controlled by Mr
Paul Gauci, and managed by his management team. This serves to reduce the scope for any future
potential conflicts of interests involving the majority shareholder. Mr Gauci has since invested in new
ventures overseas. These ventures are administered by a dedicated management and staff complement,
located in separate premises, and place no burdens or constraints on the resources of PG Group.
Principle 12: Corporate Social Responsibility
The company recognises the importance of its role in the corporate social responsibility arena and seeks
to ensure that in its operations the environment is respected. The directors are also aware of the
importance of having good relations with stakeholders and strive to work together with them in order to
invest in human capital, robust health and safety standards and to adopt environmentally responsible
practices (refer also to Principle 4 above and the Chief Executive Officer’s report that also forms part of
the 2023 Annual Report).
D. Non-compliance with the Code
The directors set out below the Code provisions with which the company does not comply and an
explanation as to the reasons for such non-compliance:
Principle 8: Committees (Code Provision 8.A.1.)
With respect to Code Provision 8.A.1. which sets out the composition requirements of remuneration
committees, particularly that the Remuneration Committee must be composed of non-executive directors,
the Board notes that the RemNom Committee is not composed in strict compliance with the Code, due to
Mr Paul Gauci, an executive director, being a member of the RemNom Committee. Mr Paul Gauci
founded and has led the business for many years and is its principal shareholder. The board believes that
this departure from the provisions of the Code is justified as, given his familiarity with the business and
with its management team, Mr Gauci’s membership within the RemNom Committee is conducive to
improving the functioning of said committee and to enhancing the governance of the group.
PG p.l.c.
Annual Financial Report - 30 April 2023
19
Corporate governance statement - continued
D. Non-compliance with the Code - continued
Principle 9: Relations with Shareholders and with the Market (Code Provision 9.3)
There are no formal procedures in place within the company for the resolution of conflicts between
minority and controlling shareholders, nor do the company’s Memorandum or Articles of Association as
recommended in Code Provision 9.3 contemplate any mechanism for arbitration in these instances. The
board is not aware that any such conflicts of interest have ever arisen.
Principle 9: Relations with Shareholders and with the Market (Code Provision 9.4)
The company does not have a policy in place to allow minority shareholders to present an issue to the
board. In practice, however, the open channel of communication between the company and minority
shareholders via the office of the Company Secretary is such that any issue that may merit bringing to the
attention of the board may be transmitted via the Company Secretary, who is in attendance at all
meetings of the Board of Directors.
Other than the above, and in the opinion of the board, the company has instituted governance procedures
which shall ensure full compliance with the Code.
E. Internal Control
The board is ultimately responsible for the company’s system of internal control and risk management
and for reviewing its effectiveness. Such a system is designed to manage rather than eliminate the risk of
failure to achieve business objectives, and can only provide a reasonable, as opposed to absolute
assurance against material misstatement or loss.
The company operates through the board of directors and the management team with clear reporting
lines and delegation of powers. The board of directors has adopted and implemented appropriate policies
and procedures to manage risks and internal control. The board plans, controls and monitors business
operations in order to achieve the set objectives.
The directors, with the assistance of management, are responsible for the identification, evaluation and
management of the key risks to which the company may be exposed. The company has clear and
consistent procedures in place for monitoring the system of internal financial controls. The directors also
receive periodic management information giving comprehensive analysis of financial and business
performance including variances against the group’s set targets. This process is applicable specifically in
relation to the group’s financial reporting framework.
Through the Audit Committee, the board reviews the effectiveness of the company’s system of internal
controls, including financial reporting, which is also monitored by an Internal Audit team. The Audit
Committee also analyses the internal audit reports prepared by the group’s internal auditors and ensures
that the recommendations therewith are adopted and implemented to further strengthen the company’s
processes and procedures. The Audit Committee also determines whether significant internal control
recommendations made by the external auditors have been implemented.
PG p.l.c.
Annual Financial Report - 30 April 2023
20
Corporate governance statement - continued
F. General Meetings
The manner in which the general meeting is conducted is outlined in Article 11 of the company’s Articles
of Association, subject to the provisions of the Companies Act.
As explained under Principles 9 and 10, within seven months of the end of the financial year, the Annual
General Meeting of the shareholders will be convened to consider the annual financial statements, the
directors’ and auditors’ reports for the year, to decide on any dividends recommended by the board, to
elect directors if necessary, appoint auditors and to set their remuneration. A presentation will be given to
the shareholders present showing how the company operated in the light of prevailing economic and
market conditions, and an assessment on future prospects will be given. The Chairman arranges for all
directors to attend the Annual General Meeting.
In addition, and in terms of Article 11.3 of the Articles of Association of the company, the board of
directors may convene an extraordinary general meeting whenever they think fit. If at any time there are
not sufficient directors capable of acting to form a quorum for a meeting of the directors (being four (4)
directors), any director, or any two shareholders holding at least ten per cent (10%) of the shares
conferring a right to attend and vote at general meetings of the company, may convene an extraordinary
general meeting in the same manner.
Adequate notice of general meetings must be given to shareholders as outlined in Articles 11.4-11.6 of
the company’s Articles of Association.
All shareholders registered in the Shareholders’ Register on the Record Date as defined in the Capital
Markets Rules have the right to attend, participate and vote in the general meeting. A shareholder who
cannot participate in the general meeting can appoint a proxy by written or electronic notification to the
company.
Signed by John Zarb (Chairman) and Paul Gauci (Executive Vice-Chairman) on 24 August 2023.
PG p.l.c.
Annual Financial Report - 30 April 2023
21
Remuneration statement
In terms of Rule 8A.4 of the Code of the Principles of Good Corporate Governance (the “Code”) contained
in the Capital Markets Rules issued by the Malta Financial Services Authority (the “Capital Markets
Rules”), and in terms of Appendix 12.1 of the said Capital Markets Rules, the company is to include a
Remuneration Report in its annual report which shall contain, inter alia, details of the Remuneration Policy
of the company and the financial packages of directors and the company’s senior executive team, which
for the purposes of this Remuneration Report shall be taken to refer to the Chief Executive Officer (the
“CEO”), the deputy CEO, as well as the Company’s chief officers, namely the Chief Operations Officer,
Chief Financial Officer, Chief Purchasing Officer, Head Information Technology and Head Marketing.
A. Rationale for Remuneration
The company’s Remuneration Policy, as mandated in terms of Chapter 12 of the Capital Markets Rules,
being borne in mind, the remuneration of the abovementioned individuals is established in the following
manner:
(a) At the time of the initial public offering and of the listing of the company’s shares, continuity was
assured in the salaries payable to the executive directors and the company’s senior executives after
these were reviewed by the board of directors and adjudged appropriate and suitable in the context
of the responsibilities and experience of the individuals concerned. These salaries were reflected in
the business results and forecasts published by the group at the time.
Executive salaries are reviewed annually by the company’s Remuneration Committee and
Nominations Committee (the “RemNom Committee”), as set up in terms of its Memorandum and
Articles of Association, to ensure that they remain commensurate with the performance of the
individuals concerned and in line with the market.
(b) The remuneration of the non-executive directors is set by reference to the time they are expected to
dedicate, annually, to the affairs of the group, as well as the responsibilities pertinent to their role,
remunerated at a rate that acknowledges and is commensurate with the professional status and
experience of the individuals concerned and with market conditions. The process is designed to
attain transparency on the time input that the directors are expected to dedicate annually to the
Group, whilst at the same time creating a basis upon which to determine future revisions should
directors be required to dedicate more time to the group’s affairs.
(c) A variable annual performance bonus scheme is in place. Annual bonuses are generally determined
on a discretionary basis, at first instance by the CEO, together with the Executive Vice-Chairman,
and are then approved by the RemNom Committee; provided, however, that bonuses pertaining to
the CEO and the deputy CEO are determined and approved directly by the RemNom Committee.
Bonuses are paid in cash by the group during the financial year, and do not constitute a material part
of the aggregate remuneration of directors.
For further information in this regard, please refer to the company’s Remuneration Policy, which is
available on the group’s website (www.pggroup.com.mt).
B. Nature of Remuneration
Save as specified above, the remuneration payable to the directors and the company’s senior executive
team is fixed and does not include any variable element based on performance indicators or the right to
purchase shares in the company by virtue of share options, nor any other deferred compensation or
pension benefits. The remuneration of directors is paid by entities within the Group.
PG p.l.c.
Annual Financial Report - 30 April 2023
22
Remuneration statement - continued
B. Nature of Remuneration - continued
Taking into consideration the management and operational set-up of the group, the board of directors
considers a combination of a fixed form of remuneration and a discretionary annual bonus to constitute a
suitable basis of remuneration for the executive team for the executive team and the executive directors,
whereas a fixed form of remuneration is best suited to the non-executive directors; provided, however,
that in terms of its Remuneration Policy, and in addition to their fixed remuneration, directors who are also
appointed to chair, or to sit as members of, one or more of the committees of the company, or who are
asked to serve as directors and, or chair of the board of subsidiaries of the company, may be entitled to
receive additional compensation, as shall be determined by the board from time to time. Such additional
remuneration shall form part of the aggregate emoluments of directors as approved by the general
meeting of the company. The basis upon which such additional remuneration is paid shall take into
account the skills, competencies, and technical knowledge that members of such committees require and
the respective functions, duties and responsibilities attaching to membership of such committees.
Two of the executive directors and all non-director senior executives are permitted the use of a company
vehicle. No other non-cash remuneration is paid to directors and the company’s senior executive team.
The RemNom Committee is satisfied that the base remuneration for the year under review is aligned with
the core principles of the company’s current Remuneration Policy, ensuring that market conditions and
remuneration rates offered by similar organisations for comparable roles have been taken into
consideration.
C. Remuneration amounts
The following is an outline of the directors’ and senior executive team’s cash remuneration for the year
under review:
Emoluments of directors [aggregate]
Fixed
remuneration
Variable
remuneration
Total
DYear ended 30 April 2023
Y
YYear ended 30 April 2022
€461,609
€460,811
€76,924
€107,693
€538,533
€568,504
PG p.l.c.
Annual Financial Report - 30 April 2023
23
Remuneration statement - continued
C. Remuneration amounts - continued
Emoluments of directors [individual]
Individually, the directors were paid the following amounts during the year under review:
Fixed
remuneration
Variable
remuneration
Total
2023
Total
2022
Mr John Zarb – Non-Executive Chairman
Mr Paul Gauci – Executive Vice-Chairman
Mr Charles Borg – Executive Director &
Chief Executive Officer
Ms Claire Alexia Borg Gauci – Non-
Executive Director*
Ms Maria Micallef – Non-Executive
Director
Mr William Spiteri Bailey – Non-Executive
Director
Mr Lawrence Zammit – Non-Executive
Director
Mr Gianluca Borg – Executive Director &
Chief Purchasing Officer
€49,500
€152,162
€81,227
€42,866
€15,000
€15,950
€15,950
€88,954
Nil
Nil
€38,462
Nil
Nil
Nil
Nil
€38,462
€49,500
€152,162
€119,689
€42,866
€15,000
€15,950
€15,950
€127,416
€80,269
€151,930
€119,591
€42,634
€15,000
€15,948
€15,948
€127,184
*Ms Claire Alexia Borg Gauci also serves as director on the subsidiary companies forming part of the
group.
None of the directors hold any share options in the company.
During the financial year ended 30 April 2022, Mr John Zarb was remunerated the amount of €30,769 in
respect of specific additional duties connected to his office as a director of the company, and this is
included within the variable remuneration noted above.
In terms of the requirements within Appendix 12.1 of the Capital Markets Rules, the annual change of
remuneration over the three most recent financial years were as follows:
FY 2023 change
FY 2022
over FY 2022
over FY 2021
Directors and deputy group chief executive
(3.8%)
8.2%
Average employee remuneration
17.6%
11.1%
Performance of the group – Profit for the year
5.2%
14.0%
PG p.l.c.
Annual Financial Report - 30 April 2023
24
Remuneration statement - continued
C. Remuneration amounts - continued
Emoluments of the senior executive team, including the executive directors whose earnings are also
disclosed above [aggregate]
Fixed
remuneration
Variable
remuneration
Total
Year ended 30 April 2023
Year ended 30 April 2022
€570,479
€535,444
€234,615
€273,953
€805,094
€809,397
The deputy CEO
Emoluments paid and accrued to the deputy CEO for the year under review included €116,455 by way of
fixed remuneration and €76,923 by way of variable remuneration (€101,222 and €90,723 respectively in
2022).
The aggregate emoluments of all directors in any one financial year and any increases thereto are
approved by the shareholders in general meeting from time to time in accordance with Article 22.1 of the
company’s Articles of Association.
D. Director and senior executive contracts
None of the directors or senior executives are party to a service contract that contains provisions for
termination payments and other payments linked to early termination.
No changes were made during the year to the recurring fixed remuneration payable to the non-executive
directors. The remuneration of executive directors may be updated from time to time in line with market
conditions and with changes in their duties and responsibilities, and such in accordance with the
provisions of the company’s Remuneration Policy.
E. Remuneration Policy in accordance with Chapter 12 of the Capital Markets Rules
Pursuant to the requirements of Capital Markets Rule 12.26A, the group’s Remuneration Policy, which is
intended to provide an overarching framework that establishes the principles and parameters applied in
determining the remuneration to be paid to the company’s directors, CEO and deputy CEO, was
approved by the shareholders at the 4
th
Annual General Meeting of the company on 15 October 2020,
and is available on the group’s website. This Remuneration Policy shall be reviewed regularly, and any
material amendments thereto shall be submitted to a vote by the Annual General Meeting of the company
before adoption, and in any case at least every four (4) years. Such policy was drawn up in particular
having due regard to the responsibility vested in the functions and roles of the directors, the CEO and the
deputy CEO, market conditions, and the remuneration being offered by similar organisations.
F. Contents of the Remuneration Report
The contents of the Remuneration Report have been reviewed by the external auditors to ensure that
they conform with the requirements of Appendix 12.1 to Chapter 12 of the Capital Markets Rules.
PG p.l.c.
Annual Financial Report - 30 April 2023
25
Statements of financial position
As at 30 April
Group
Company
2023
2022
2023
2022
Notes
€’000
€’000
€’000
€’000
ASSETS
Non-current assets
Property, plant and equipment
4
-
-
Right-of-use assets
5
-
-
Investment property
6
-
-
Investment in subsidiaries
7
-
-
34,506
34,506
Investment in associates
8
3,502
3,502
Equity instruments at fair value
through other comprehensive income
9
-
-
Trade and other receivables
11
-
-
708
708
Total non-current assets
38,716
38,716
Current assets
Inventories
10
-
-
Trade and other receivables
11
-
-
Cash in bank and in hand
12
9
5
Total current assets
9
5
Total assets
38,725
38,721
PG p.l.c.
Annual Financial Report - 30 April 2023
26
Statements of financial position - continued
As at 30 April
Group
Company
2023
2022
2023
2022
Notes
€’000
€’000
€’000
€’000
EQUITY AND LIABILITIES
Capital and reserves
Share capital
Fair value reserve
14
(12 )
-
-
Retained earnings
5,479
5,623
Total equity
32,479
32,623
Non-current liabilities
Trade and other payables
17
-
-
6,200
6,055
Borrowings
15
-
-
Lease liabilities
5
-
-
Deferred taxation
16
-
-
Total non-current liabilities
6,200
6,055
Current liabilities
Trade and other payables
17
46
43
Borrowings
15
-
-
Lease liabilities
5
-
-
Current tax liabilities
-
-
Total current liabilities
46
43
Total liabilities
6,246
6,098
Total equity and liabilities
38,725
38,721
The notes on pages 31 to 71 are an integral part of these consolidated financial statements.
PG p.l.c.
Annual Financial Report - 30 April 2023
27
Statements of comprehensive income
Year ended 30 April
Group
Company
2023
2022
2023
2022
Notes
€’000
€’000
€’000
€’000
Revenue
18,23
9,000
8,385
Cost of sales
19
(149,913 )
(124,697 )
-
-
Gross profit
9,000
8,385
Selling and marketing costs
19
(971 )
(867 )
-
-
Administrative expenses
19
(5,064 )
(4,381 )
(144)
(143)
Other income
22
-
-
Operating profit
8,856
8,242
Finance income
24
-
-
Finance costs
25
(1,656 )
(1,229 )
-
-
Share of results of associates
Profit before tax
8,856
8,242
Tax expense
26
(4,979 )
(4,651 )
(3,150)
(2,935)
Profit for the year
5,706
5,307
Earnings per share for the year attributable
to shareholders
Basic earnings per share
€
€
The notes on pages 31 to 71 are an integral part of these consolidated financial statements.
PG p.l.c.
Annual Financial Report - 30 April 2023
28
Statements of changes in equity
Share
Fair value
Retained
capital
reserve
earnings
Total
Group
Notes
€’000
€’000
€’000
€’000
Balance at 1 May 2021
Comprehensive income
Profit for the year
Other comprehensive income
Fair value movement
14
Transactions with owners
Dividends for the year
27
(5,450 )
(5,450 )
Balance at 30 April 2022
Balance at 1 May 2022
Comprehensive income
Profit for the year
Other comprehensive income
Fair value movement
14
(22 )
(22 )
Transactions with owners
Dividends for the year
27
(5,850 )
(5,850 )
Balance at 30 April 2023
(12 )
PG p.l.c.
Annual Financial Report - 30 April 2023
29
Statements of changes in equity - continued
Share
Retained
capital
earnings
Total
Company
Note
€’000
€’000
€’000
Balance at 1 May 2021
27,000
5,766
32,766
Comprehensive income
Profit for the year
-
5,307
5,307
Transactions with owners
Dividends for the year
27
-
(5,450)
(5,450)
Balance at 30 April 2022
27,000
5,623
32,623
Balance at 1 May 2022
27,000
5,623
32,623
Comprehensive income
Profit for the year
-
5,706
5,706
Transactions with owners
Dividends for the year
27
-
(5,850)
(5,850)
Balance at 30 April 2023
27,000
5,479
32,479
The notes on pages 31 to 71 are an integral part of these consolidated financial statements.
PG p.l.c.
Annual Financial Report - 30 April 2023
30
Statements of cash flows
Year ended 30 April
Group
Company
2023
2022
2023
2022
Notes
€’000
€’000
€’000
€’000
Cash flows from operating
activities
Cash generated from operations
29
9,004
8,279
Interest received
24
-
-
Interest paid
25
(1,656 )
(1,229 )
-
-
Tax paid
(5,006 )
(3,728 )
(3,150)
(2,935)
Net cash generated from operating
activities
5,854
5,344
Cash flows used in investing
activities
Purchases of property, plant and
equipment
4
(1,107 )
(1,225 )
-
-
Purchase of temporary utile dominium
5
(7,456 )
-
-
Purchases of investment property
6
(130 )
(1 )
-
-
Purchases of equity instruments
(250 )
-
-
Proceeds from disposal of property,
plant and equipment
-
-
Net cash used in investing
activities
(8,683 )
(1,476 )
-
-
Cash flows used in financing
activities
Repayments of bank borrowings
(1,771 )
(1,814 )
-
-
Payments of principal portion of lease
-
liabilities
(360 )
(359 )
-
-
Dividends paid
27
(5,850 )
(5,450 )
(5,850)
(5,450)
Net cash used in financing
activities
(7,981 )
(7,623 )
(5,850)
(5,450)
Net movement in cash and
cash equivalents
4
(106)
Cash and cash equivalents at
beginning of year
5
111
Cash and cash equivalents at end
of year
12
9
5
The notes on pages 31 to 71 are an integral part of these consolidated financial statements.
PG p.l.c.
Annual Financial Report - 30 April 2023
31
PG p.l.c.
Annual Financial Report - 30 April 2023
32
PG p.l.c.
Annual Financial Report - 30 April 2023
33
PG p.l.c.
Annual Financial Report - 30 April 2023
34
PG p.l.c.
Annual Financial Report - 30 April 2023
35
PG p.l.c.
Annual Financial Report - 30 April 2023
36
PG p.l.c.
Annual Financial Report - 30 April 2023
37
PG p.l.c.
Annual Financial Report - 30 April 2023
38
PG p.l.c.
Annual Financial Report - 30 April 2023
39
PG p.l.c.
Annual Financial Report - 30 April 2023
40
PG p.l.c.
Annual Financial Report - 30 April 2023
41
PG p.l.c.
Annual Financial Report - 30 April 2023
42
PG p.l.c.
Annual Financial Report - 30 April 2023
43
PG p.l.c.
Annual Financial Report - 30 April 2023
44
PG p.l.c.
Annual Financial Report - 30 April 2023
45
PG p.l.c.
Annual Financial Report - 30 April 2023
46
PG p.l.c.
Annual Financial Report - 30 April 2023
47
PG p.l.c.
Annual Financial Report - 30 April 2023
48
PG p.l.c.
Annual Financial Report - 30 April 2023
49
PG p.l.c.
Annual Financial Report - 30 April 2023
50
PG p.l.c.
Annual Financial Report - 30 April 2023
51
PG p.l.c.
Annual Financial Report - 30 April 2023
52
PG p.l.c.
Annual Financial Report - 30 April 2023
53
PG p.l.c.
Annual Financial Report - 30 April 2023
54
PG p.l.c.
Annual Financial Report - 30 April 2023
55
PG p.l.c.
Annual Financial Report - 30 April 2023
56
PG p.l.c.
Annual Financial Report - 30 April 2023
57
PG p.l.c.
Annual Financial Report - 30 April 2023
58
PG p.l.c.
Annual Financial Report - 30 April 2023
59
PG p.l.c.
Annual Financial Report - 30 April 2023
60
PG p.l.c.
Annual Financial Report - 30 April 2023
61
PG p.l.c.
Annual Financial Report - 30 April 2023
PG p.l.c.
Annual Financial Report - 30 April 2023
63
PG p.l.c.
Annual Financial Report - 30 April 2023
64
PG p.l.c.
Annual Financial Report - 30 April 2023
65
PG p.l.c.
Annual Financial Report - 30 April 2023
PG p.l.c.
Annual Financial Report - 30 April 2023
67
PG p.l.c.
Annual Financial Report - 30 April 2023
68
PG p.l.c.
Annual Financial Report - 30 April 2023
69
PG p.l.c.
Annual Financial Report - 30 April 2023
70
PG p.l.c.
Annual Financial Report - 30 April 2023
Independent auditor’s report
To the Shareholders of PG p.l.c.
Report on the audit of the financial statements
Our opinion
In our opinion:
· The Group financial statements and the Parent Company financial statements (the “financial statements”) of PG p.l.c. give a true and fair view of the Group and the Parent Company’s financial position as at 30 April 2023, and of their financial performance and cash flows for the year then ended in accordance with International Financial Reporting Standards (‘IFRSs’) as adopted by the EU; and
· The financial statements have been prepared in accordance with the requirements of the Maltese Companies Act (Cap. 386).
Our opinion is consistent with our additional report to the Audit Committee.
What we have audited
PG p.l.c.’s financial statements comprise:
· the Consolidated and Parent Company statements of financial position as at 30 April 2023;
· the Consolidated and Parent Company statements of comprehensive income for the year then ended;
· the Consolidated and Parent Company statements of changes in equity for the year then ended;
· the Consolidated and Parent Company statements of cash flows for the year then ended; and
· the notes to the 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 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 and the Parent Company in accordance with the International Code of Ethics for Professional Accountants (including International Independence Standards) issued by the International Ethics Standards Board for Accountants (IESBA Code) together with the ethical requirements of the Accountancy Profession (Code of Ethics for Warrant Holders) Directive issued in terms of the Accountancy Profession Act (Cap. 281) that are relevant to our audit of the financial statements in Malta. We have fulfilled our other ethical responsibilities in accordance with these Codes.
To the best of our knowledge and belief, we declare that non-audit services that we have provided to the parent company and its subsidiaries are in accordance with the applicable law and regulations in Malta and that we have not provided non-audit services that are prohibited under Article 18A of the Accountancy Profession Act (Cap. 281).
The non-audit services that we have provided to the parent company and its subsidiaries, in the period from 1 May 2022 to 30 April 2023, are disclosed in Note 19 to the financial statements.
Our audit approach
Overview
|
|
· Overall group materiality: €887,000, which represents approximately 5% of profit before tax. |
|
· The Group is composed of 11 reporting units all located in Malta.
· The Group engagement team carried out the audit of the financial statements of the parent company as well as the audit of the financial statements of all the subsidiaries of the company.
|
|
|
· Existence, valuation and cut-off of inventory |
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. 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.
Materiality
The scope of our audit was influenced by our application of materiality. An audit is designed to obtain reasonable assurance whether the financial statements are free from material misstatement. Misstatements may arise due to fraud or error. They 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 the consolidated financial statements.
Based on our professional judgement, we determined certain quantitative thresholds for materiality, including the overall group materiality for the consolidated financial statements as a whole as set out in the table below. These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both individually and in aggregate on the financial statements as a whole.
|
Overall group materiality |
€887,000 |
|
How we determined it |
Approximately 5% of profit before tax |
|
Rationale for the materiality benchmark applied |
We applied this benchmark because, in our view, profit before tax is the metric against which the performance of the Group is most commonly measured. We chose 5% which is within the range of acceptable quantitative materiality thresholds. |
We agreed with the Audit Committee that we would report to them misstatements identified during our audit above €88,700 as well as misstatements below that amount that, in our view, warranted reporting for qualitative reasons.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
|
Key audit matter |
How our audit addressed the Key audit matter |
|
Existence, valuation and cut-off of inventory
Refer to note 10.
Inventory for the Group as at 30 April 2023 amounted to €10.7 million and represented 32% of total current assets. This inventory mainly consists of stocks held in the supermarkets and stores and in the fashion retail outlets.
Inventory is valued at the lower of cost and net realisable value. The valuation of inventory at cost is based on the weighted average cost per unit of inventory (the AVCO-principle).
Due to the nature of the Group’s operations, the number of transactions recorded through the inventory cycle during the year is very significant and dependant on the reliability of the Group’s operating systems.
We focused on this area because of the materiality of these balances and the related impact on working capital as well as on the cost of items sold. |
We tested the existence of inventory mainly by attending a selection of inventory cycle counts in the supermarkets, attending the year-end count of related stores as well as observing the year-end stock counts in the fashion retail outlets.
We performed test counts on a sample basis and compared the quantities counted by us with the results of the counts by the entities. We also checked that variances arising from our test counts were followed up by management and reflected in the accounting records. Our tests of detail on the valuation of inventory included the verification of inventory records against the respective supporting documentation on a sample basis. Furthermore, we also assessed slow moving items. Our audit procedures to assess inventory cut-off consisted of performing substantive procedures to ensure that the transfer of rights and obligations over inventory had been correctly reflected in the accounting records of the Group.
Based on the procedures performed, we conclude that inventories as at year end are reasonably stated in the financial statements.
|
How we tailored our group audit scope
We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion on the 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.
The Group is composed of 11 reporting units all located in Malta. We tailored the scope of our audit in order to perform sufficient work to enable us to provide 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.
The Group audit team performed all of this work by applying the overall group materiality, together with additional procedures performed on the consolidation. This gave us sufficient appropriate audit evidence for our opinion on the Group financial statements as a whole.
Other information
The directors are responsible for the other information. The other information comprises the Chairman’s Statement, the Chief Executive Officer’s Review, the Directors’ report, the Corporate governance statement and the Remuneration statement (but does not include the financial statements and our auditor’s report thereon).
Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon except as explicitly stated within the Report on other legal and regulatory requirements.
In connection with our audit of the financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the 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 in this regard.
Responsibilities of the directors and those charged with governance for the financial statements
The directors are responsible for the preparation of financial statements that give a true and fair view in accordance with IFRSs as adopted by the EU and the requirements of the Maltese Companies Act (Cap. 386), and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Group’s and the Parent Company’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 the Parent Company or to cease operations, or have no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Group’s financial reporting process.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the 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 the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
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 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 and the Parent Company’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 or the Parent Company’s ability to continue as a going concern. 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 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 or the Parent Company to cease to continue as a going concern.
· Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the 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, actions taken to eliminate threats or safeguards applied.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the 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.
Report on other legal and regulatory requirements
Report on compliance with the requirements of the European Single Electronic Format Regulatory Technical Standard (the “ESEF RTS”), by reference to Capital Markets Rule 5.55.6
We have undertaken a reasonable assurance engagement in accordance with the requirements of Directive 6 issued by the Accountancy Board in terms of the Accountancy Profession Act (Cap. 281) - the Accountancy Profession (European Single Electronic Format) Assurance Directive (the “ESEF Directive 6”) on the Annual Financial Report of PG p.l.c. for the year ended 30 April 2023, entirely prepared in a single electronic reporting format.
Responsibilities of the directors
The directors are responsible for the preparation of the Annual Financial Report, including the consolidated financial statements and the relevant mark-up requirements therein, by reference to Capital Markets Rule 5.56A, in accordance with the requirements of the ESEF RTS.
Our responsibilities
Our responsibility is to obtain reasonable assurance about whether the Annual Financial Report, including the consolidated financial statements and the relevant electronic tagging therein, complies in all material respects with the ESEF RTS based on the evidence we have obtained. We conducted our reasonable assurance engagement in accordance with the requirements of ESEF Directive 6.
Our procedures included:
· Obtaining an understanding of the entity's financial reporting process, including the preparation of the Annual Financial Report, in accordance with the requirements of the ESEF RTS.
· Obtaining the Annual Financial Report and performing validations to determine whether the Annual Financial Report has been prepared in accordance with the requirements of the technical specifications of the ESEF RTS.
· Examining the information in the Annual Financial Report to determine whether all the required taggings therein have been applied and whether, in all material respects, they are in accordance with the requirements of the ESEF RTS.
We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Opinion
In our opinion, the Annual Financial Report for the year ended 30 April 2023 has been prepared, in all material respects, in accordance with the requirements of the ESEF RTS.
Other reporting requirements
The Annual Financial Report 2023 contains other areas required by legislation or regulation on which we are required to report. The Directors are responsible for these other areas.
The table below sets out these areas presented within the Annual Financial Report, our related responsibilities and reporting, in addition to our responsibilities and reporting reflected in the Other information section of our report. Except as outlined in the table, we have not provided an audit opinion or any form of assurance.
|
Area of the Annual Financial Report 2023 and the related Directors’ responsibilities |
Our responsibilities |
Our reporting |
|
Directors’ report The Maltese Companies Act (Cap. 386) requires the directors to prepare a Directors’ report, which includes the contents required by Article 177 of the Act and the Sixth Schedule to the Act. |
We are required to consider whether the information given in the Directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements.
We are also required to express an opinion as to whether the Directors’ report has been prepared in accordance with the applicable legal requirements.
In addition, we are required to state whether, in the light of the knowledge and understanding of the Company and its environment obtained in the course of our audit, we have identified any material misstatements in the Directors’ report, and if so to give an indication of the nature of any such misstatements. |
In our opinion: · the information given in the Directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and · the Directors’ report has been prepared in accordance with the Maltese Companies Act (Cap. 386).
We have nothing to report to you in respect of the other responsibilities, as explicitly stated within the Other information section. |
|
Corporate governance statement The Capital Markets Rules issued by the Malta Financial Services Authority require the directors to prepare and include in the Annual Financial Report a Statement of Compliance with the Code of Principles of Good Corporate Governance within Appendix 5.1 to Chapter 5 of the Capital Markets Rules. The Statement’s required minimum contents are determined by reference to Capital Markets Rule 5.97. The Statement provides explanations as to how the Company has complied with the provisions of the Code, presenting the extent to which the Company has adopted the Code and the effective measures that the Board has taken to ensure compliance throughout the accounting period with those Principles. |
We are required to report on the Statement of Compliance by expressing an opinion as to whether, in light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have identified any material misstatements with respect to the information referred to in Capital Markets Rules 5.97.4 and 5.97.5, giving an indication of the nature of any such misstatements. We are also required to assess whether the Statement of Compliance includes all the other information required to be presented as per Capital Markets Rule 5.97.
We are not required to, and we do not, consider whether the Board’s statements on internal control included in the Statement of Compliance cover all risks and controls, or form an opinion on the effectiveness of the Company’s corporate governance procedures or its risk and control procedures. |
In our opinion, the Statement of Compliance has been properly prepared in accordance with the requirements of the Capital Markets Rules issued by the Malta Financial Services Authority.
We have nothing to report to you in respect of the other responsibilities, as explicitly stated within the Other information section. |
|
Remuneration statement The Capital Markets Rules issued by the Malta Financial Services Authority require the directors to prepare a Remuneration report, including the contents listed in Appendix 12.1 to Chapter 12 of the Capital Markets Rules. |
We are required to consider whether the information that should be provided within the Remuneration report, as required in terms of Appendix 12.1 to Chapter 12 of the Capital Markets Rules, has been included. |
In our opinion, the Remuneration report has been properly prepared in accordance with the requirements of the Capital Markets Rules issued by the Malta Financial Services Authority. |
|
|
Other matters on which we are required to report by exception We also have responsibilities under the Maltese Companies Act (Cap. 386) to report to you if, in our opinion: · adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us. · the financial statements are not in agreement with the accounting records and returns. · we have not received all the information and explanations which, to the best of our knowledge and belief, we require for our audit.
We also have responsibilities under the Capital Markets Rules to review the statement made by the directors that the business is a going concern together with supporting assumptions or qualifications as necessary. |
We have nothing to report to you in respect of these responsibilities. |
Other matter – use of this report
Our report, including the opinions, has been prepared for and only for the Parent Company’s shareholders as a body in accordance with Article 179 of the Maltese Companies Act (Cap. 386) 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 written consent.
Appointment
We were first appointed as auditors of the Company on 25 November 2016. Our appointment has been renewed annually by shareholder resolution representing a total period of uninterrupted engagement appointment of 6 years.
Stefan Bonello
Principal
For and on behalf of
PricewaterhouseCoopers
78, Mill Street
Zone 5, Central Business District
Qormi
Malta
24 August 2023
