635400EOPACLULRENY18 2022-12-31 635400EOPACLULRENY18 2023-12-31 635400EOPACLULRENY18 2022-01-01 2022-12-31 635400EOPACLULRENY18 2023-01-01 2023-12-31 635400EOPACLULRENY18 2021-12-31 635400EOPACLULRENY18 2022-01-01 2022-12-31 ifrs-full:ReserveOfCashFlowHedgesMember 635400EOPACLULRENY18 2022-01-01 2022-12-31 ifrs-full:ReserveOfSharebasedPaymentsMember 635400EOPACLULRENY18 2022-01-01 2022-12-31 ifrs-full:RetainedEarningsMember 635400EOPACLULRENY18 2022-01-01 2022-12-31 ifrs-full:SharePremiumMember 635400EOPACLULRENY18 2022-01-01 2022-12-31 ifrs-full:IssuedCapitalMember 635400EOPACLULRENY18 2023-01-01 2023-12-31 ifrs-full:ReserveOfCashFlowHedgesMember 635400EOPACLULRENY18 2023-01-01 2023-12-31 ifrs-full:ReserveOfSharebasedPaymentsMember 635400EOPACLULRENY18 2023-01-01 2023-12-31 ifrs-full:RetainedEarningsMember 635400EOPACLULRENY18 2023-01-01 2023-12-31 ifrs-full:SharePremiumMember 635400EOPACLULRENY18 2023-01-01 2023-12-31 ifrs-full:IssuedCapitalMember 635400EOPACLULRENY18 2021-12-31 ifrs-full:ReserveOfCashFlowHedgesMember 635400EOPACLULRENY18 2021-12-31 ifrs-full:ReserveOfSharebasedPaymentsMember 635400EOPACLULRENY18 2021-12-31 ifrs-full:RetainedEarningsMember 635400EOPACLULRENY18 2021-12-31 ifrs-full:SharePremiumMember 635400EOPACLULRENY18 2021-12-31 ifrs-full:IssuedCapitalMember 635400EOPACLULRENY18 2022-12-31 ifrs-full:ReserveOfCashFlowHedgesMember 635400EOPACLULRENY18 2022-12-31 ifrs-full:ReserveOfSharebasedPaymentsMember 635400EOPACLULRENY18 2022-12-31 ifrs-full:RetainedEarningsMember 635400EOPACLULRENY18 2022-12-31 ifrs-full:SharePremiumMember 635400EOPACLULRENY18 2022-12-31 ifrs-full:IssuedCapitalMember 635400EOPACLULRENY18 2023-12-31 ifrs-full:ReserveOfCashFlowHedgesMember 635400EOPACLULRENY18 2023-12-31 ifrs-full:ReserveOfSharebasedPaymentsMember 635400EOPACLULRENY18 2023-12-31 ifrs-full:RetainedEarningsMember 635400EOPACLULRENY18 2023-12-31 ifrs-full:SharePremiumMember 635400EOPACLULRENY18 2023-12-31 ifrs-full:IssuedCapitalMember iso4217:EUR xbrli:shares iso4217:EUR xbrli:shares
Irish Residential
Properties REIT plc
Annual Report 2023
Sustainable
Business,
Connected
Communities
CONTENTS
Introduction
I-RES at a Glance
2
Financial Highlights
4
Modern Sustainable Diverse Portfolio
6
08
Strategic Report
Chairman’s Statement
10
Chief Executive’s Statement
14
Financial Review
20
Business Performance Measures
26
Market Update
30
Business Strategy
32
Investment Policy
36
Senior Leadership Team
38
Sustainability Review
40
Risk Report
74
92
Governance
Board of Directors
94
Corporate Governance Report
100
Report of the Audit Committee
112
Report of the Remuneration Committee
120
Report of the Nomination Committee
150
Report of the Sustainability Committee
158
Report of the Directors
164
Statement of Directors’ Responsibilities
172
CASE STUDY
The I-RES
Living Platform
page 66
CASE STUDY
The I-RES
Living Platform
page 66
174
Financial Statements
Independent Auditor’s Report
176
Consolidated Statement of Financial Position
183
Consolidated Statement of Profit or Loss and
Other Comprehensive Income
184
Consolidated Statement of Changes in Equity
185
Consolidated Statement of Cash Flows
186
Notes to Consolidated Financial Statements
187
Company Statement of Financial Position
229
Company Statement of Profit or Loss and
Other Comprehensive Income
230
Company Statement of Changes in Equity
231
Company Statement of Cash Flows
232
Notes to Company Financial Statements
233
248
Supplementary
Information
Supplementary Information
250
Glossary of Terms
256
Forward-Looking Statements
258
Shareholder Information
259
2
I-RES
Annual Report and Accounts 2023
2
I-RES AT A GLANCE
I-RES is the leading provider of quality private
residential rental accommodation in Ireland with
homes in communities across Dublin and Cork.
We are committed to providing safe, secure,
sustainable homes in connected communities,
with excellent in-person and digital services
and supports.
Beacon South
Quarter,
Dublin 18
213
Residential
Units
3,734 units
Number of properties owned
(as at 31 December 2023)
3
Our Mission
Our mission is to be the provider of choice
for the Irish living sector, known for excellent
service and for operating responsibly,
minimising our environmental impact and
maximising our contribution to the community.
90%
Portfolio building energy
efficiency rated A - C
(as at 31 December 2023)
77.3%
NRI Margin
(as at 31 December 2023)
99.4%
Occupancy %
(as at 31 December 2023)
€1,274 m
Value of the portfolio
(as at 31 December 2023)
4.9%
EPRA Net Initial Yield
(as at 31 December 2023)
4
I-RES
Annual Report and Accounts 2023
FINANCIAL HIGHLIGHTS
NET RENTAL INCOME
(€ millions)
2019
2020
2021
2022
2023
50.5
59.8
63.0
65.7
67.9
TOTAL PROPERTY VALUE
(€ millions)
2019
2020
2021
2022
2023
1,359.2
1,380.4
1,493.4
1,499.0
1,274.4
BASIC NAV PER SHARE
(cent)
2019
2020
2021
2022
2023
155.3
160.3
166.5
160.0
131.7
NET LTV
(%)
2019
2020
2021
2022
2023
39.9
39.2
40.7
43.3
44.3
5
For the year ended
31 December
2023
31 December
2022
% change
Revenue from Investment Properties
(€ millions)
87.9
84.9
3.5%
Adjusted EBITDA
(1)
(€ millions)
56.0
54.2
3.3%
Financing Costs (€ millions)
(26.7)
(16.8)
58.9%
EPRA Earnings (€ millions)
27.6
30.9
(10.7%)
Decrease in fair value of investment properties (€ millions)
(141.8)
(45.6)
Loss before Tax
(€ millions)
(114.5)
(11.9)
Basic EPS (cent)
(21.9)
(2.2)
EPRA EPS (cent)
5.2
5.8
(10.7%)
Adjusted EPRA EPS
(1)
(cent)
5.4
6.9
(22.2%)
Proposed Full Year Dividend per share (cent)
(Interim + Final)
4.45
5.11
(12.9%)
Total Property Value (€ millions)
1,274.4
1,499.0
(15.0%)
Gross Yield at Fair Value
(1)
6.7%
5.9%
EPRA Net Initial Yield
4.9%
4.4%
IFRS Basic NAV per share (cents)
131.7
160.0
(17.7%)
Group Net LTV
44.3%
43.3%
Total Number of Residential Units
3,734
3,938
(5.2%)
Overall Portfolio (Avg Monthly Rent) (€
)(1)
1,774
1,750
1.4%
Overall Portfolio Occupancy Rate (%)
(1)
99.4%
99.4%
(1)
For definitions, method of calculation and other details, refer to the Financial Review.
Waterside,
Malahide
55
Residential
Units
N11
N11
N31
N2
N3
M4
N7
N81
N7
M1
M50
M50
M50
Ranelagh
Swords
Connolly
Station
Lucan
Carrickmines
Rockbrook
Knocklyon
Clontarf
Docklands
Howth
Dunboyne
Rush
Raheny
Rathmines
Dún
Laoghaire
Blackrock
Malahide
Portmarnock
Skerries
Dalkey
Killiney
Bray
DUBLIN
AIRPORT
Terenure
Drimnagh
Inchicore
Finglas
Santry
Clonsilla
Sandyford
Cabinteely
Tallaght
Donabate
Celbridge
Balbriggan
Blanchardstown
PHOENIX
PARK
Drumcondra
Ballsbridge
Baldoyle
Castleknock
Dublin
Liffey
Valley
Shopping
Centre
Blanchardstown
Shopping Centre
Pavillion
Shopping
Centre
Dundrum
Town
Centre
Tallaght
Hospital
James
Connolly
Memorial
Hospital
St Vincents
Hospital
St.James’s
Hospital
Heuston
Station
Cherry
Orchard
Hospital
Crumlin
Children’s
Hospital
University
College
Dublin
Dublin
City
University
TU Dublin
Bolton St.
TU Dublin
Tallaght
34
33
35
24
23
25
22
27
26
21
28
1
4
6
2
5
3
8
7
31
30
32
29
14
12
11
10
20
9
19
18
17
15
16
13
6
I-RES
Annual Report and Accounts 2023
CITY CENTRE
SOUTH DUBLIN
Richmond Gardens, Fairview
99 Units
Time Place, Sandyford
67 Units
Rockbrook South Central,
Sandyford
189 Units
Kingscourt, Smithfield
83 Units
Beechwood Court, Stillorgan
101 Units
The Forum, Sandyford
8 Units
The Marker Residence,
Grand Canal Square
85 Units
Belville Court, Cabinteely
29 Units
The Maple, Sandyford
68 Units
Bakers Yard, North Circular Road
81 Units
Bessboro, Terenure
40 Units
Tara View, Dublin 4
64 Units
City Square, Gloucester Street
24 Units
Beacon South Quarter,
Sandyford
213 Units
Xavier Court, Sherrard Street
Upper
41 Units
Elmpark Green, Dublin 4
194 Units
Ashbrook, Clontarf
108 Units
Grande Central, Sandyford
65 Units
School Yard, North Circular Road
61 Units
Rockbrook Grande Central,
Sandyford
81 Units
3,684
Units in Dublin
50
Units in Cork
MODERN SUSTAINABLE
DIVERSE PORTFOLIO
11%
16%
20%
22%
30%
1%
9.4%
0.6%
7
NORTH DUBLIN
WEST DUBLIN
WEST CITY
Semple Woods, Donabate
40 Units
Phoenix Park Racecourse,
Castleknock
146 Units
Lansdowne Gate, Drimnagh
224 Units
Charlestown, Finglas
235 Units
Priorsgate, Tallaght
108 Units
Tyrone Court, Inchicore
95 Units
Northern Cross, Malahide Road
128 Units
Tallaght Cross West, Tallaght
460 Units
Camac Crescent, Inchicore
90 Units
Carrington Park, Santry
142 Units
Coldcut Park, Clondalkin
91 Units
The Coast, Baldoyle
52 Units
CORK
Taylor Hill, Balbriggan
78 Units
Hartys Quay, Cork
50 Units
Heywood Court, Santry
39 Units
Waterside, Malahide
55 Units
Modern Portfolio
Average age of 14.9 years
With Affordable Rents
Average monthly rent of €1,774
15-19
10-14
6-9
2-5
<2
>20
66%
11%
6%
8%
6%
3%
In Attractive locations
2023 Whole Portfolio BER Analysis
(excludes commercial units)
South
Dublin
West
Dublin
City
Centre
North
Dublin
West
City
Cork
<
€1,500
€1,500-€2,000
€2,000-€2,000
>€2,500
17%
5%
23%
55%
*Analysis is shown as a percentage of the number of units with
the specified BER rating
90%
A-C
D-E
F-G
8
I-RES
Annual Report and Accounts 2023
Chairman’s Statement
10
Chief Executive’s Statement
14
Financial Review
20
Business Performance Measures
26
Market Update
30
Business Strategy
32
Investment Policy
36
Senior Leadership Team
38
Sustainability Review
40
Risk Report
74
Strategic
Report
Carrington Park,
Santry, Dublin 9
142
Residential
Units
9
10
I-RES
Annual Report and Accounts 2023
CHAIRMAN’S
STATEMENT
We continue to concentrate
on taking all actions the
Board believes are required
to best position and enhance
the business to deliver value
for Shareholders
Continued Strategic Delivery
As outlined in 2022, and detailed in our Annual
Report, the Board responded to the challenging
economic environment and real estate sector
headwinds by refreshing our strategy to take
account of the increased risk.
This focus has ensured that the Company delivered
a strong and resilient operational performance in
2023, achieving significant progress against key
strategic objectives. 2023 saw further growth in
revenue as well as maintaining stable operating
margins, despite persistent cost inflation.
I-RES remains well positioned to continue
capitalising on the strong dynamics of the Irish
market, and as the largest operator of scale in the
market is well placed to support our continued
delivery of value for all stakeholders.
During 2023, we successfully executed a strategic
asset disposal programme of c.€100m (c.200 units
across our developments). The attractive returns
delivered from this disposal programme reflects
the quality of the assets and our value-add asset
management, which is a core part of our operating
model. By actively managing our portfolio of assets,
we were able to utilise the proceeds of the asset
disposal programme to strengthen the Company’s
financial position, so that we are well placed to
capitalise on potential opportunities, as well as
supporting dividend payments to Shareholders.
The Company continues to see strong year-on-
year recurring income which feeds through to our
dividend, an important contributor to shareholder
returns, and the Board remains cognisant of
the divergence between Net Asset Value of the
Company and its market capitalisation. Under
the Irish REIT regime, subject to having sufficient
distributable reserves, I-RES is required to
distribute at least 85% of the Property Income of
its Property Rental Business for each financial year
to Shareholders. The Company paid an interim
dividend of 2.45 cents per share for the six months
ended 30 June 2023 and declared an additional
dividend of 2.00 cents per share for the year ended
31 December 2023.
I-RES has an unmatched high-quality, modern
asset portfolio of 3,734 residential properties with
the portfolio achieving rental growth of 3.5% in 2023
through delivery of new supply and growth in rents.
This was underpinned by the underlying strength
of demand for high-quality rental accommodation
in Ireland and the highly recurring nature of cash
flows from our investment properties. As I referred
to earlier, during 2023, reflecting the higher interest
rate environment, the Company completed a
strategic asset disposal programme and utilised
the proceeds to strengthen our balance sheet.
11
We continue to have excellent visibility of future
financing costs as 83% of total drawn debt is now
fixed at a blended rate of 3.27%. The Group’s Net LTV
as of 31 December 2023 was 44.3% (31 December
2022: 43.3%). While the year-end valuation of our
portfolio saw incremental yield expansion due to
shifts in market yields, our high-quality portfolio and
strong underlying demand for our assets remain
supportive of yields moving forward.
Focus for 2024
Delivering Business Performance
We continue to concentrate on taking all actions
the Board believes are required to best position
and enhance the business to deliver value for
Shareholders, including seamlessly responding
to changes in market conditions. We will continue
our focus on ensuring operational excellence and
strong day to day management and performance
of the business.
Strategic Review
The Company announced on 8 January that it would
commence a Strategic Review following the release
of the preliminary results on 23 February 2024. Based
on widespread engagement with our Shareholders
in recent months, the Board recognises that many
Shareholders welcome this comprehensive review
at this time. As outlined in our recent Circular and
public notifications related to the recent EGM, in
addition to the macro challenges over the last 2
years, the Company has strategically developed
a fully integrated operating platform, is one of the
few players with scale in the Irish market and has
a high-quality portfolio generating strong stabilised
performance. Against this, there remains potential
challenges for maximising shareholder returns
including the prevailing restrictions on annual
rent increases in Ireland and certain limitations
associated with the REIT structure in Ireland.
The demand fundamentals for private rental
accommodation in Ireland remain strong and the
early stages of recovery in real estate capital markets
and transactions in Europe are starting to emerge
slowly following the ECB decision to pause interest
rate increases in September 2023. The Board had
commenced preparation for a detailed and fresh
look at strategy in Q4 2023 which it publicly
announced on 8 January 2024 as a Strategic
Review which began following the release of the
Company’s preliminary results on 23 February 2024.
The Strategic Review is being led by a Board
Committee of newly appointed Chair Hugh Scott-
Barrett, the CEO and non-executive directors Denise
Turner and Phillip Burns and is being supported by
Savills, a leading real estate advisory firm with local
and international knowledge, in conjunction with our
existing international financial advisers and brokers.
The Board plans to provide Shareholders with a
substantive update on the progress of the review
ahead of the Company’s AGM to be held in May 2024.
€697.3m
Net Asset Value
2022: €847.4m
€1,274.4m
Total Property Value
2022: €1,499.0m
5.4c
Adjusted EPRA EPS
2022: 6.9c
2023 PERFORMANCE
HIGHLIGHTS
The Board recognises that an improving but
challenging market environment encompassing
persistent inflation, a higher interest rate
environment, and geopolitical uncertainty
has driven continued low levels of liquidity in
capital market transactions in Ireland and
Europe generally. Notwithstanding the strong
fundamentals of the Irish market, higher interest
rates, persistent inflation, regulatory policy
on private residential rents, and the requirements
set out in the Climate Act 2022 for real estate,
present challenges to short term returns for the
asset backed real estate sector.
We have had fulsome engagement with a
significant majority of our Shareholders. As
demonstrated by the results of the EGM, the
majority of Shareholders support the Board’s
proposed Strategic Review at this time, ensuring
that all options are explored and evaluated to
deliver maximisation of value for shareholders.
The Company has incurred significant cost and use
of management time during 2023 responding to
the actions of Vision Capital. While the Company
regrets the use of time and resources in this
manner, it will continue to engage constructively
with Vision, and other Shareholders, in addressing
their concerns as our Strategic Review continues.
Financial Statements
174
Governance
92
Supplementary Information
248
Strategic Report
12
I-RES
Annual Report and Accounts 2023
Environmental, Social and Governance
ESG principles form a key part of our strategy and
continue to take focus across our business. We
recognise the challenges that climate change
will have on the planet, our communities and our
business, and we are committed to playing our part
in the transition to a more sustainable future.
As a real estate owner, we understand the
contribution of the built environment to global
carbon emissions and climate change. With
this in mind, we are dedicated to minimising our
environmental footprint and promoting sustainable
living and the Company is committed to achieving
Net Zero Carbon by 2050. Additionally, our ambition
is to reduce our carbon emissions in line with the
aspirations and commitment of the Paris Climate
Agreement as we believe it is our responsibility to
limit the carbon impacts of our assets and meet
this industry challenge.
Tom Kavanagh as the Non-Executive Director with
direct responsibility for Workforce Engagement has
continued his efforts through 2023, engaging with
employees across the business to listen to their
views as well as engaging with management on the
annual Employee Satisfaction Survey. The Board were
delighted to see that this year’s survey significantly
exceeded all comparator benchmarks achieving a
90 percent employee satisfaction score, a testament
to the great culture that exists across the Company.
Diversity across the Board, Management, and
employee base is a key focus area. The Company
has previously received recognition for its already
diverse and inclusive workplace achieving a Silver
Investors in Diversity Award, as well as recognition
for its Board and Management diversity.
We continue to strive to achieve the highest
levels of transparency, a core aspect of good
governance, maintaining clear communication
and transparent disclosure to all stakeholders. We
saw another year-on-year improvement in the
Global Real Estate Sustainability Benchmark (‘GRESB’)
assessment and maintained the highest score
possible in the EPRA Sustainable Best Practice
Reporting Award, and we continually review ratings
and benchmarks to promote the highest levels of
transparency to all stakeholders.
Finally, the central component to our responsible
business model is the provision of safe, secure and
sustainable homes in the mid-market Irish residential
sector. Our vision is to be the provider of choice for the
Irish living sector, and we will continue to work with our
residents as we minimise our environmental impact
and maximise our contribution to the community.
Board and Management Changes
As previously announced and in keeping with best
practice corporate governance guidelines, 2023 will
be my final year as Chairman of the Board of I-RES.
It has been an honour to serve as Chairman for over
9 years, and I am very grateful to all our Shareholders
for their continued support during my tenure.
As previously announced in January 2024, I have been
succeeded as Chair by Hugh Scott-Barrett, following
the publication of the Company’s 2023 preliminary
results on 23 February. Hugh, who joined the Board in
September 2022, brings a depth of experience to I-RES
across corporate governance, capital markets, and
listed real estate. I hope you will join me in wishing a
warm welcome to Hugh.
As announced on 13 March 2024, Eddie Byrne was
appointed by the Company as CEO Designate with
effect from 8 April 2024. Mr Byrne will succeed
Margaret Sweeney as CEO and Executive Director
of the Board with effect from 1 May 2024.
On 31 October 2023, Margaret Sweeney notified
the Board of her intention to retire from I-RES in April
2024, having served as CEO for the past six and a
half years. Margaret will step down on 30 April 2024
following an agreed transition period with the CEO
Designate. On behalf of the Board, I would like to
sincerely thank Margaret for her immense contribution
over more than six years as CEO of I-RES. Margaret
has made an outstanding impact and has been an
exceptional CEO since assuming the role in 2017. It
has been a pleasure working alongside her. Margaret
leaves the business well positioned for the future having
assembled an exceptional team who will continue to
deliver for all stakeholders.
We were pleased to appoint Eddie Byrne as CEO
Designate of I-RES. Eddie has an extensive track
record across the real estate sector both in Ireland
and internationally. His experience building teams,
interacting with local authorities, raising capital,
executing transactions, and developing strategic
initiatives will be a significant addition as we continue
our previously announced Strategic Review which
is considering all strategic options available to
maximise value for Shareholders.
There were also other Board changes which occurred
during 2023. In May, Aidan O’Hogan stepped down
as Independent Non-Executive Director and Senior
Independent Director of the Board. Aidan had
been on the I-RES Board since 2014 and made a
significant contribution to the growth strategy of the
Company during that time. The Board is grateful for
the commitment, stewardship, and insight provided
during his tenure. I would like to welcome Denise Turner
who joined the Board as Independent Non-Executive
Director in May 2023 and brings significant real estate
and local market knowledge to the Board. I leave the
Board in good hands with an experienced Chair and a
skilled and diverse membership with appropriate, highly
experienced individuals and local market knowledge.
The Board has been significantly refreshed. By the time
of the 2024 AGM, more than 50% of the Directors will
have a tenure of less than 3 years, and the Committee
Chairs and the Senior Independent Director role will all
have been rotated within the previous 12 months.
Declan Moylan
Outgoing Chairman
13
STATEMENT
BY HUGH
SCOTT-BARRETT,
CHAIR OF I-RES
I am delighted and privileged
to be taking over as Chair
and I am excited to lead the
Company’s Strategic Review.
On behalf of the Board, I would like
sincerely to thank Declan for his immense
contribution as Chairman of I-RES during his
tenure. Declan’s leadership and guidance
have been pivotal to the success of the
I-RES growth strategy, and he leaves the
Company well placed as a fully integrated
operating business in a strong position,
despite the challenges of the Covid-19
pandemic and recent macroeconomic
headwinds.
I am delighted and privileged to be taking
over as Chair.
Since being appointed as a Board member
in September 2022, and subsequently
appointed as Chair, I have visited a number
of I-RES developments and engaged
with members of the Senior Leadership
Team and wider employee base to
better understand the key differentiators
of our business. I have been struck by
Management’s focus on operational
excellence, the commitment to enhancing
the residents’ experience and the high-
quality nature of our asset portfolio.
I am excited to lead the Company’s
previously announced Strategic Review.
The Board intends to explore all strategic
options available in order to maximise
value for Shareholders. We look forward to
providing Shareholders with regular status
updates on the progress of our Strategic
Review throughout 2024, beginning with
an update ahead of the 2024 AGM in May.
I have found our recent engagement with
shareholders to be highly informative and
look forward to continued engagement as
we complete our Strategic Review.
Hugh Scott-Barrett
Chair
Financial Statements
174
Governance
92
Supplementary Information
248
Strategic Report
14
I-RES
Annual Report and Accounts 2023
CHIEF EXECUTIVE’S
STATEMENT
People are our priority at
I-RES, and as we reflect on
another successful year, I
am proud to acknowledge
our highly talented and
experienced team. I-RES has
a clearly defined strategy,
operates in a market
underpinned by robust
demand fundamentals and
a growing economy, and
continues to deliver excellent
operational results.
Overview
2023 saw I-RES deliver another strong and resilient
financial and operational performance. 2023
was characterised by increasing interest rates,
persistent inflation and broader geopolitical
challenges, however our focus on our strategic
objectives allowed us to strengthen our balance
sheet and position the Company for a return to
growth in 2024. We continued to digitalise our
service offering and now offer a market leading
operating platform which further enhances our
operational efficiency and residents’ experience.
Decarbonisation remains a strategic priority for the
Company, and in 2023 we made further progress
on our sustainability journey. With macroeconomic
conditions beginning to show signs of stabilisation,
our strong balance sheet, high quality portfolio,
experienced team, operating platform, and track
record of operational excellence leaves us well
placed to continue delivering for our investors
and wider stakeholders.
Continued Operational Excellence
and Resilient Financial Performance
During 2023, our revenue grew by 3.5%, to nearly
€88 million driven by the full year impact of new
assets and strong organic rental growth across
our portfolio and underpinned by continued high
occupancy levels throughout the year. Net Rental
Income increased by 3.3% to €67.9 million, with a
broadly stable margin of 77.3%. This strong trading
performance illustrates the resilience of our core
business model and the success of our initiatives
to generate ancillary revenue streams.
Adjusted EBITDA increased by 3.3% year on year
to €56.0 million, with adjusted EBITDA margin
broadly stable at 63.8%, demonstrating the cash
generative nature of our operations, rigorous cost
management, and process efficiencies created by
leveraging our technology platform.
The unprecedented rises in global interest rates
resulted in a c. €10 million increase in our financing
costs, giving rise to a decrease in EPRA earnings by
10.7% in 2023.
Proceeds from strategic asset disposals, the net
effect of which were broadly earnings neutral, were
used during the year to strengthen the Balance
Sheet by retiring higher cost debt under our
Revolving Credit Facility, resulting in 83% of our debt
now being fixed at an overall average rate of 3.27%.
Residential occupancy rates continued to remain
strong during 2023 at 99.4% as at 31 December
2023 (31 December 2022: 99.4%), underpinned by
highly efficient property management and strong
15
market dynamics in the Irish private rental sector.
High occupancy rates, together with the impact
of strategic asset disposals completed during the
year, resulted in our Average Monthly Rent (“AMR”)
per unit increasing to €1,774. Due to continued
increases in market rents, we are seeing increased
reversionary value underpinning our assets. Our AMR
is c.16% below current market rents according to our
independent valuers, illustrating the resilience of our
income profile to fluctuating economic conditions,
whilst simultaneously representing an opportunity
for further growth and value into the future.
Asset and Portfolio Optimisation
and Valuation
As outlined in our strategy for 2023, we had targeted
an asset disposal programme for 2023 of €100
million. During the year, we executed disposals
totalling gross proceeds of €96.5 million inclusive
of VAT from the sale of properties, individual units
and non-income earning assets. The disposals
completed were broadly neutral to our earnings
profile, represented an attractive return on original
acquisition cost, and were in line with relevant
book values at disposal dates. Proceeds of the
programme completed to date were deployed in
line with our capital allocation policy; strengthening
our financial position by retiring higher cost debt
under our existing revolving credit facility and
protecting our earnings profile.
At year end, and following the planned disposal
programme, our asset portfolio consisted of 3,734
(31 December 2022: 3,938) high quality rental homes,
with associated commercial space. The portfolio
had a total value of €1,274 million, reducing from
€1,499 million in 2022. The main factors contributing
to this decrease were the strategic disposals of
€96.5 million, and yield expansion arising from a
shift in prime market yields of 75bps in 2023 due
to increased interest rates and low transactional
activity as indicated by external valuation firms.
This revaluation of the assets under IFRS resulted in
a non-cash revaluation loss of €141.8 million for the
year ended 31 December 2023. This resulted in the
Group’s IFRS NAV as at 31 December 2023 of €697.3
million (€847.4 million at 31 December 2022), and
a decrease in IFRS NAV per share to 131.7c (2022:
160.0c). The Board notes the significant increasing
reversionary potential of the portfolio rising to 16% at
31 December 2023, up from 11% in the prior year with
a number of assets in excess of 25%.
Prudent Capital Management
The Company retains a strong financial position,
with a robust balance sheet and ample liquidity.
Acting in line with our disciplined capital allocation
policy, the Company utilised the proceeds of the
successful asset disposal programme by further
99.4%
Occupancy
2022: 99.4%
€56.0m
Adjusted EBITDA
2022: €54.2m
€87.9m
Revenue
2022: €84.9m
2023 PERFORMANCE
HIGHLIGHTS
strengthening the balance sheet, retiring higher
cost debt under our revolving credit facility. The
Company’s Net LTV as of 31 December 2023 stood at
44.3% (31 December 2022 43.3%), within our targeted
range, and with no debt repayments until April 2026
and laddering out to 2032.
83% of the Company’s total drawn debt is now fixed
at a blended interest rate of 3.27%. Our weighted
average cost of interest was 3.85% at 31 December
2023, well below our Gross Yield of 6.7% at year end.
The Group continues to take a proactive approach
towards balance sheet management and
maintaining total gearing within a targeted level
through value maximising portfolio management
and disciplined capital allocation. The composition
of our portfolio is under ongoing review, helping
us to identify feasible opportunities to either add
complementary assets or to dispose of existing
assets including individual unit sales to generate
attractive returns, depending on prevailing market
conditions, and subject to the outcome of the Strategic
Review. The use of proceeds for potential disposals are
assessed based on prevailing operational, investment,
and macroeconomic conditions, balancing the need
to maintain a prudent financial position with targeting
opportunities for growth.
Financial Statements
174
Governance
92
Supplementary Information
248
Strategic Report
16
I-RES
Annual Report and Accounts 2023
I-RES maintains a robust balance sheet with no
short-term obligations and good visibility on
future financing costs. We maintain a prudent
approach to debt and are committed to retaining
this strong balance sheet position to support the
generation of attractive long-term risk adjusted
returns for Shareholders. In the face of a challenging
macroeconomic climate, and with unprecedented
interest rate increases during 2023, our prudent
capital management strategy provides us with cost
certainty and leaves the Company well placed as
market conditions begin to improve. We recognise the
importance of dividends to our Shareholders and the
Company will maintain its dividend payout policy at
85%+ of earnings, in line with REIT legislation.
Digitalisation of our Operating
Platform
As technology continues to shape industries, its
significance in residential real estate has become
evident. Residents are increasingly seeking smart
solutions for their tenancies and engagement with
tenancy providers. Reflecting this trend, I-RES has
evolved to digitalise and fully integrate its operating
platform and now offers a market leading service
to our residents as well as embedding strong
operational efficiencies into the business processes.
This results in better anticipation of resident needs,
lower bad debts, significant cost savings through
efficiencies, and the opportunity to generate ancillary
revenue streams across the business.
Communication with our residents has shifted from
manual interactions to become fully digitalised. We
have been able to improve our end-to-end resident
experience from application, through onboarding,
to accessing on-site support. The net result for I-RES
has been improved communication, more efficient
maintenance and service delivery, shorter response
times, and increased resident satisfaction levels.
Digitalisation has also supported our sustainability
agenda, by significantly reducing the amount of
paper we use to communicate with residents. Our
technology offering will continue to evolve into the
future, allowing us to provide a seamless experience
to our residents.
We will continue our focus on operational excellence.
As a fully internalised business with a market leading
fully digitalised operating platform, an important
asset of the business, the management team
remains focused on leveraging this platform to
maximise operational performance across our key
metrics including occupancy levels, NRI margin,
and collection rates. We also remain focused on
continuing to generate ancillary revenue streams,
aggressively mitigating cost inflation where possible,
and maintaining our NRI margin over time.
Regulation and REIT Structure
We believe that the current regulatory structure in
the Irish housing market is contributing to a major
supply-side issue. We welcome the current reviews
by the Government and Departments of Finance and
Housing of the PRS sector including rent regulation as
well as the inclusion of the REIT structure in the Funds
Sector Review. We will continue our engagement with
industry stakeholders and government to support a
Ashbrook, Clontarf
Dublin 3
108
Residential
Units
17
regulatory and investment structure in Ireland so that
tenants can access accommodation at sustainable
rent levels, while new stock can be delivered by the
public and private sectors at reasonable returns to
attract capital for investment, together addressing
the significant lack of supply in the Irish rental
market. Appropriateness of the REIT structure for
the Company is one of the key matters that will be
considered as part of the Strategic Review.
Market Demand Remains Underpinned
by Strong Fundamentals
The market for private rental accommodation in
Ireland remains supported by some of the strongest
supply and demand fundamentals globally. Irish GDP
growth is expected to outperform the EU average
in 2024 and 2025
1
, underpinned by close to all time
low unemployment (4.9% December 2023
2
), and
a population growing at the fastest 12-month rate
(1.9%
3
) since 2008. The imbalance between supply
and demand remains significant, with estimates
forecasting a build requirement of up to c.62,000 new
homes every year to meet projected demand levels.
Output sequentially improved during 2023, with
the delivery of c.32,700 units, the highest level of
housing output in the State since 2006. This was a
continuation of the increase in supply seen during
2022 (c.30,000 units) and represents a significant
increase of c. 48% over 2021. However, even with this
increased level of output, supply will likely continue
to lag demand over the medium-term, requiring
the Government to increase its partnerships with
the private sector. To meet the required levels
of supply, it is estimated that c. €19 billion of
housing development finance would be required,
approximately 67% of which would need to be
contributed by institutional sources
4
.
Reflecting current macroeconomic conditions,
institutional real estate transaction activity in Ireland
was muted during 2023. Total transaction value for
the year was c.€1.8 billion, down c.70% compared
to 2022 and down c.60% compared to the 10-year
average
5
with PRS investment of c.€240 million in
2023. Total transaction volumes were also well below
recent historical averages.
Market rents continue to grow, with average monthly
rents for new tenancies in Dublin recorded at €2,113 in
Q3 2023, an increase of c.10% versus the same period
in 2022
6
. The impact of the 2% cap on rental increases
continues to be profound on our business, with our
portfolio under-rented to market rates by an average
of c.16% at 31st December 2023.
Empowering Our People
People are our priority at I-RES, and as we reflect on
another successful year, I am proud to acknowledge
our highly talented and experienced team. Having
fully internalised the operations of our business
in 2022, our team now represents a wide and
diverse array of nationalities, backgrounds, skills,
and experience. Our culture and values foster
collaboration, which is the driving force behind the
success of our business.
We continuously invest in our people, through the
provision of modern working environments, flexible
working arrangements, provision of professional
training, frequent health and wellbeing initiatives, and
opportunities for personal development. Satisfaction
levels are measured through employee engagement
surveys, which continuously produce excellent
results, and I was delighted that the results of this
year’s survey exceeded all comparator benchmarks,
achieving a 90% score for a second year running. We
are acutely aware of the importance of building and
maintaining a strong workplace culture. Our goal is to
ensure high levels of employee retention, whilst also
showcasing that I-RES is a great place for talented
individuals to excel.
Sustainability at our Core
We are dedicated to building a sustainable
and responsible business that minimises our
environmental impact and maximises our
contribution to the communities we operate in. This
commitment is underscored by the integration of ESG
measures into our business strategy, ensuring that
sustainability remains at the core of our operations.
To ensure we keep pace with an evolving landscape
and our commitments as a responsible and
sustainable business, we undertook a review of
our current approach to ESG and sustainability in
2022. This included refreshing our ESG materiality
assessment, which is used to determine the focus
areas for the business to help ensure the full ESG
landscape is considered. We have committed to
refreshing the materiality assessment on a periodic
basis. In 2024, we will complete a double materiality
assessment to ensure that our ESG strategy is still
appropriately aligned and adapted to reflect any
changes in priority areas and ongoing developments
in sustainability.
Our progress is reflected in the outcome of our
carbon emissions reduction programme with like for
like Scope 1 reducing by 59% and Scope 2 reducing by
1.
European Commission: Winter 2024 Economic Forecast
2.
CSO, Eurostat
3.
CSO Population and Migration Estimates, April 2023
4.
Irish Institutional Property, Development Finance Presentation, November 2023
5.
CBRE 2024 Ireland Market Outlook
6.
RTB Rent Index Q3 2023
Financial Statements
174
Governance
92
Supplementary Information
248
Strategic Report
18
I-RES
Annual Report and Accounts 2023
0.3%, having already reduced Scope 1 and 2 (wholly
managed buildings) greenhouse gas emissions
(on absolute basis) by 41% and 26% respectively in
2022. This aligns with our commitment to the Paris
Climate Agreement, and our aim to become Net
Zero Carbon by 2050, reflecting our dedication to
environmental responsibility. During 2024, we also
aim to set out our pathway to Net Zero by 2050. This
will include improving further the energy efficiency
of our portfolio and sourcing energy from renewable
sources. This will align with the net zero framework
set out by the Better Building Partnership’s Climate
Change Commitment.
Our well-invested, modern portfolio gives us a strong
starting point when it comes to delivering energy
efficiency across our assets. 90% of the portfolio has
a Building Energy Rating (BER) of between A and C,
which in addition to supporting our sustainability
objectives, supports our residents in reducing their
energy usage.
As referenced above, operating a responsible
business is key to our success at I-RES. Central to
that is operating in the mid-market sector, ensuring
we deliver quality homes in well-connected
locations, positioning us as the provider of choice
for the Irish living sector and integrating through our
social impact programmes with local communities.
Sustainability achievements in 2023 included
retaining the EPRA Sustainability Best Practices
Recommendations (sBPR) Gold Award and
improving our Global Real Estate Sustainability
Benchmark (GRESB) score, underpinning our
commitment to transparency. We submitted to
the Carbon Disclosure Project (‘CDP’) Climate
Change questionnaire for the second time in 2023.
We were happy to obtain a score of C for our first
scored assessment and hope to advance our
score in future assessments. We are committed to
transparently disclosing on our ESG performance to
enable all our stakeholders to review our continued
delivery and permit comparability with our peers.
This provides stakeholders with the confidence that
we are turning our commitments and targets into
action, and that we are delivering on our ambition
to be a sustainability leader in our sector.
The progress detailed above signifies our
ongoing dedication to advancing ESG practices
including for the benefit of our people, residents,
and communities. It reflects our ambition to be
a sustainability leader in our sector, consistently
mindful of our impact on the planet as we deliver
for our stakeholders.
Retirement Announcement
In October 2023, after eight years on the Board of
I-RES, and over six years as Chief Executive Officer,
the Company notified our Shareholders and wider
stakeholders of my intention to retire at the end of
April 2024. I feel privileged to have led this fantastic
Company, and when I reflect on the past six years, I am
extremely proud of the diverse and talented team of
professionals who have been the driving force behind
our success. The Company has been transformed over
the last two years, becoming a fully integrated Irish
company led by an experienced team with a market
leading digital operating platform for our business
operations and service to our residents. We have
significantly scaled our portfolio which now stands
at over 3,700 high quality rental properties across
Dublin and Cork. Despite continued macroeconomic
headwinds over the last 2 years, and as evidenced by
our recent performance, I-RES continues to perform
very strongly with a quality asset portfolio generating
stable returns and significant cash flow supported by
a robust balance sheet. Sustainability has become
a strategic pillar for the Company during my tenure,
and we have embedded sustainability into our
operating model across all aspects of our business.
We are committed to decarbonising and operating
sustainably now and into the future as well as ensuring
a diverse, equitable and inclusive culture and creating
social impact where our residents become an integral
part of the environment in which they live.
I would like to thank our Chair, the Board, my
management colleagues and the whole I-RES
team for your commitment and support and for
the privilege to work alongside you all over the last
six and more years. I am grateful to our Shareholders,
our banks, our residents, and many other business
partners for their support in building a successful
business, and I am confident that the I-RES team will
continue to deliver successfully for all stakeholders
into the future.
The Board announced on 13 March 2024, that Eddie
Byrne would succeed me as CEO on 1 May 2024,
following an agreed transition period beginning on
8 April. I would like to warmly welcome Eddie to the
Company and wish him well as he embarks on his
tenure of leading I-RES to continued success.
Outlook
Despite recent stabilisation in the broader
macroeconomic climate, higher interest rates
and operating costs continue to present a more
challenging trading environment when compared
with recent years. Notwithstanding these challenges,
I-RES operates in a market underpinned by robust
demand fundamentals and a growing economy,
and continues to deliver excellent operational results
and strong cashflows. Into 2024 and beyond, the
Company will continue to actively engage with our
Shareholders and partners and seek to position the
Company to maximise shareholder value, with the
launch of the Strategic Review.
19
I-RES can play an important and active role in the
delivery of new housing supply to the Irish market
over the long-term. The Company is well positioned
to do so, through its strategy of prudent asset
management and disciplined capital management,
strong track record of execution, and its leading
operating platform. The Company continues to
generate secure, recurring income streams with
a high degree of visibility to support our dividend
policy for shareholders. We continue to be acutely
aware of the inflationary and cost of living challenges
faced by our residents and we are confident that our
well located, fully serviced, modern energy-efficient
residential units represent good value in the current
market.
I would like to thank our residents, business partners
and stakeholders who support us every day to make
our business a success. In particular, I would like to
thank our management and employees, the team
dedicated to providing high standards of service
and supporting our residents who are central to
our business, with unwavering commitment in 2023
despite the current challenging market environment.
I am grateful also for the support we receive from our
Shareholders, funding partners and business partners
on an ongoing basis.
Finally, I would like to thank our Chair and Board for
their support and guidance over the last year as well
as their focus on the strategic development of the
Company underpinned by strong governance.
Margaret Sweeney
Chief Executive Officer
We are pleased to announce that Eddie Byrne
will join I-RES as CEO Designate on 8 April 2024
and succeed Margaret Sweeney as CEO and
Executive Director on the Board from 1 May 2024.
Eddie has over 20 years’ experience at executive
level in the real estate sector. Most recently,
he was Joint Managing Partner at Quintain
Developments Ireland, one of Ireland’s largest
residential real estate developers, where he
co-established the Irish operation that achieved
over 5,000 planning permissions, built and sold
c. 1,500 rental and private homes, and raised a
significant amount of growth capital. He was
previously Managing Director at Hudson Advisors
Ireland, where he oversaw several billion euro of
acquisitions and disposals of real estate assets
in Ireland. He was also Chief Portfolio Officer at
Netherlands based Propertize where he had
responsibility for a large property portfolio
across the Benelux countries and before that,
worked in real estate, banking, and capital
markets in North America.
Commenting on the appointment Chair, Hugh
Scott-Barrett said:
“Eddie has an extensive track record across
Irish and international real estate, including
most recently in the Irish residential sector,
and has significant experience in building
teams, interacting with local authorities, raising
capital, executing transactions, and developing
strategic initiatives. Eddie’s experience will be a
significant and complementary addition as we
continue our previously announced Strategic
Review which is considering all strategic options
available to maximise value for Shareholders.”
Eddie will work with the Chair and the Board
in exploring value creation opportunities for
Shareholders as part of the Strategic Review.
Eddie has recently purchased 470,000 ordinary
shares in I-RES bringing his total shareholding
in I-RES to 500,303 ordinary shares.
Financial Statements
174
Governance
92
Supplementary Information
248
Strategic Report
20
I-RES
Annual Report and Accounts 2023
FINANCIAL REVIEW
In 2023 we have delivered another
year of excellent performance
across all key operational
metrics. This strong operational
performance was driven by
continued high demand in
the market, cost savings and
efficiencies delivered by the
strength of our internalised
platform, including the launch of
our I-RES living resident app along
with the impact of delivery of our
pipeline in 2022, all contributing
to increased revenue, net rental
income and Adjusted EBITDA.
Our experienced team and portfolio of high-
quality residential accommodation sets us
apart from the market as we seek to ensure
that we meet the needs of our residents. Our
occupancy rate continues to exceed 99%, a
market leading performance and was 99.4%
at 31 December 2023 (99.4% at 31 December
2022). This was supported by our mid-
market residential sector positioning where
demand continues to outstrip supply. Our
average monthly rent increased to €1,774 at 31
December 2023 (€1,750 at 31 December 2022)
and our portfolio is currently estimated to be
16% below market rent for similar assets.
Revenue increased by 3.5% in 2023 to €87.9
million, driven by continued organic growth,
delivery of our pipeline in 2022 at market rents
and continued high occupancy levels, offset
particularly in the final quarter by reduced
rental income following the successful delivery
of our asset disposal programme. On a like
for like basis revenue grew by 2.6%, driven by
increases in line with the legislative cap on
rental increases of 2%, improved occupancy
throughout the year and ancillary income,
primarily parking.
We maintained our NRI Margin at 77.3% (31
December 2022: 77.5%) which is testament
to our focus on deriving efficiencies from
our platform and continued focus on cost
management. Whilst we experienced increases
in property taxes, utilities and OMC service
charges, we have succeeded in mitigating
this through stable repairs and maintenance
costs, additional ancillary revenue and
strong collections during the period which
has been aided through our internalised
platform. Adjusted General & Administrative
spend increased slightly as the full year
impact of building out the internalised team
was complete. Non-recurring costs related
specifically to the ongoing activist interaction
and requisition of an EGM. We expect further
costs associated with this matter to be incurred
in 2024.
Adjusted EBITDA grew by 3.3% to €56.0 million
reflecting the strong underlying fundamentals
of the business and the focused approach
by management on cost savings, efficiencies
and delivering returns despite the significant
inflationary headwinds experienced in 2023.
EPRA earnings declined by 10.7% in the year,
driven by increased financing costs as a result
of the rapid and significant interest rate rises
introduced by the ECB with EPRA EPS reducing
from 5.8c to 5.2c.
21
Our total investment property value reduced to €1,274
million reflecting the successful execution of our asset
disposal programme, whilst yields expanded during
the year reflecting the significant shift in interest rates.
For the year ended 31 December 2023, a fair value loss
of €141.8 million was recorded reflecting the softening
of yields, offset by increased net rental income and
operational performance. A notable portion of this
had already been realised and recorded in the first
half of the year with the fair value decrease split
across the year.
Our balance sheet remains strong and has been a
primary focus in 2023 with a number of initiatives
carried out to ensure strength heading into 2024. As
outlined at the time of the 2023 AGM we embarked
on a €100 million asset disposal programme, which
we have successfully completed in Q4 2023 with
gross sales proceeds of €96.5 million including VAT.
The asset disposal programme has allowed us the
flexibility to reduce our overall RCF facility size from
€600 million to €500 million, effective 4 January
2024, reducing commitment fees by c. €700k per
annum whilst leaving undrawn committed facilities
of €127 million, providing I-RES with flexibility and
optionality in 2024 as the market starts to show signs
of stabilisation and we continue the Strategic Review
announced on 8 January 2024.
As part of our ongoing risk management, we have
also engaged with the RCF syndicate banks and
Private Placement Note holders to reduce our Interest
Cover Ratio financial covenant from 200% to 175%
to ensure sufficient headroom across our financial
covenants. Our Net LTV is 44.3% (31 December 2022:
43.3%) which reflects the positive impact of the asset
disposal programme to offset the reduction in the
value of the assets.
Our financing facilities are made up of c. €200
million of Private Placement Notes and a €500
million Revolving Credit Facility (RCF). The Private
Placement Notes were executed in 2020 with
maturities laddered from 2027 to 2032. At period end,
€373 million of the RCF was drawn. The Company
has entered into hedging arrangements in respect
of its RCF, specifically interest rate swap agreements
aggregating to €275 million until maturity of the
facility in April 2026, converting the cost on this
portion of the facility to a fixed interest rate of 2.5%
plus margin of 1.75%. The Private Placement Notes
are fully fixed with a weighted average fixed interest
rate of 1.92% (inclusive of swap costs and excluding
transaction costs). As at period end, approximately
83% of the Group’s drawn debt is fixed against interest
rate volatility at a blended interest rate of 3.27% until
maturity of the relevant facilities.
Lansdowne Gate,
Dublin 12
224
Residential
Units
Financial Statements
174
Governance
92
Supplementary Information
248
Strategic Report
22
I-RES
Annual Report and Accounts 2023
Operational and Financial Results
Net Rental Income and Profit for the year ended
31 December 2023
€’000
31 December 2022
€’000
Operating Revenue
Revenue from investment properties
87,854
84,857
Operating Expenses
Property taxes
(1,168)
(1,078)
Property operating costs
(18,772)
(18,042)
(19,940)
(19,120)
Net Rental Income ("NRI")
67,914
65,737
NRI margin
77.3%
77.5%
Adjusted general and administrative expenses
(2)
(11,747)
(11,406)
Share-based compensation expense
(153)
(117)
Adjusted EBITDA
(1)
56,014
54,214
Non-recurring costs
(2)
(939)
(5,748)
Depreciation of property, plant and equipment
(536)
(536)
Lease interest
(212)
(222)
Financing costs
(26,695)
(16,803)
Taxation
(47)
EPRA Earnings
27,585
30,905
(Loss)/Gain on disposal of investment property
(418)
2,795
Net movement in fair value of investment properties
(141,791)
(45,599)
Gain on derivative financial instruments
86
35
Taxation
(1,476)
44
Loss for the Year
(116,014)
(11,820)
(1)
Adjusted EBITDA represents earnings before lease interest, financing costs, depreciation of property, plant and equipment, gain or loss on
disposal of investment property, net movement in fair value of investment properties, gain or loss on derivative financial instruments and
non-recurring expenses to show the underlying operating performance of the Group.
(2) The non-recurring costs of €0.9 million were incurred in relation to dealing with activism in 2023 (Further costs of a similar level are
expected for 2024 in relation to the EGM) (€5.7 million at 31 December 2022 relating to Internalisation) and general and administrative
expenses of €11.8 million (€11.4 million at 31 December 2022) total the general and administrative expense costs of €12.7 million reflected
in the Consolidated Financial Statements for the year ended 31 December 2023 (€17.2 million at 31 December 2022).
Revenue
In 2023, revenue increased by 3.5% to €87.9 million.
This increase is driven by the delivery on our pipeline
in 2022, particularly at Tara View and The School
Yard which achieved rents in excess of our portfolio
average, continued high occupancy across all
properties and organic rental growth. Offsetting this,
particularly in the last quarter was the disposal of
assets in West Dublin.
Net Rental Income (“NRI”)
The NRI margin has been presented as the Company
believes this measure is indicative of the Group’s
operating performance. For the year ended 31
December 2023, NRI increased by 3.3% in line with
increases in Revenue. The NRI margin remained
broadly stable at 77.3% compared with last year
which continues the strong performance and focus
on margins in light of the inflationary environment
experienced in the period and highlights the focus we
have on cost management and deriving efficiencies
from our new internalised platform.
Adjusted General and Administrative (“G&A”)
Expenses
Adjusted G&A expenses include costs such as
employees’ salaries, director fees, professional fees
for audit, legal and advisory services, depository fees,
23
property valuation fees, insurance costs and other
general and administrative expenses, and excludes
non-recurring costs. G&A has increased slightly, in
line with Revenue reflecting full year impact
of internalised resources offset by strong cost
management despite the inflationary environment
and increased headcount in comparison to the
prior period as management continues to focus
on cost savings and efficiencies and stabilisation
of the business after a year of transition in 2022.
Non-recurring costs
Non-recurring costs of €0.9 million in the year
relate solely to the ongoing activism campaign and
requisition of an EGM which was held in February
2024. We expect a similar amount of costs associated
with this in 2024. Non-recurring G&A costs totalled
€5.7 million for 2022 and related to the Internalisation
in H1 2022. These costs were primarily for the IT
programme and legal, consulting and investment
bank advisory fees that related to the termination of
the Investment Management Agreement and other
one-off third-party advisory services.
Net movement in fair value of Investment Properties
I-RES recognises its investment properties at fair
value at each reporting period, with any unrealised
gain or loss on remeasurement recognised in the
profit or loss account. In the period, the fair value loss
on investment properties of €141.8 million is mainly
attributed to a softening of yields driven by the wider
market fundamentals including increased interest
rates offset by gains made in relation to increased
net rental income. Our Gross Yield was 6.7% at year
end compared against a weighted average cost of
interest of 3.85%.
Financing Costs
Financing costs, which include the amortisation
of certain financing expenses, interest and
commitment fees, increased for 2023 to €26.7
million from €16.8 million. The primary driver of
the increased financing costs relates to the rapid
ECB interest rate rises to combat the inflationary
environment. Since 31 December 2022 we have
reduced our debt by €84 million through the asset
disposal programme and positive operational
cashflow offset by dividend payments of €28 million.
At 31 December 2023, €373 million was drawn from
the facility.
Our 2020 Private Placement Notes are fully fixed
through hedging arrangements. In addition, in 2022
we fixed a significant proportion of the RCF, entering
into €275m of interest rate swaps. At 31 December
2023, 83% of our drawn debt is fixed at a blended
rate of 3.27% to maturity of the relevant facilities.
Taxation
The main driver of taxation for I-RES in the period
relates to Capital Gains Tax (“CGT”). This arose on
the profit on disposal of the Rockbrook site. CGT is
payable on this as the site constitutes a disposal of
an asset of the residual business as opposed to the
property rental business of the Group, in accordance
with the REIT legislation.
Property Portfolio Overview
The following table provides details of the Group’s property portfolio as at 31 December 2023.
Property Location
#
of
Buildings
#
of Units
Owned
(1)
Commercial
Space
Owned
(sq.m.)
(1)
Average
Monthly
Rent (AMR)
Per Unit
(1)(2)(3)
Rent
(per sqm
per month)
Occupancy
(1)(2)
Total South Dublin
12
1,119
6,851
€ 1,941
€ 24.7
98.5%
Total City Centre
8
582
3,062
€ 1,933
€ 25.9
100%
Total West City
3
409
€ 1,767
€ 23.2
100%
Total North Dublin
8
769
€ 1,654
€ 21.7
99.9%
Total West Dublin
4
805
14,753
€ 1,569
€ 20.5
99.5%
Cork
1
50
€ 1,409
€ 16.9
100%
Total Portfolio (Stabilised)
36
3,734
24,666
€1,774
(4)
€ 23.0
99.4%
(1)
As at 31 December 2023.
(2) Based on residential units.
(3) AMR is calculated as actual monthly residential rents, net of vacancies, as at the stated date, divided by the total number of residential
units owned in the property. Actual monthly residential rents, net of vacancies, as at 31 December 2023 were €6,624,116 divided by 3,734 units
resulting in AMR of €1,774. Refer to page 17 for further discussion on average monthly rent per apartment and occupancy.
(4) I-RES’ external valuers indicated that I-RES’ current rents (on a weighted average basis for the portfolio) as at 31 December 2023 are
estimated to be approximately below market by 16%.
Financial Statements
174
Governance
92
Supplementary Information
248
Strategic Report
24
I-RES
Annual Report and Accounts 2023
Portfolio Management
The Group continues to explore and identify
opportunities to create shareholder value. Whilst we
continue to consider opportunities for growth and our
long-term strategy is focused on delivering growth
for the business, in 2023 management have been
focused on maintaining a strong and flexible balance
sheet. As part of this we have looked to recycle capital
back into the business. This has resulted in the sale
of the Rockbrook site, disposal of a small number of
units due to Part V obligations, the completion of the
sales process of the townhouses at Tara View and
the disposal of 194 units in West Dublin with a focus
to manage the balance sheet and retire our most
expensive debt.
The completion of the asset disposal programme
demonstrated significant return for shareholders
whilst also aiding our ongoing capital and balance
sheet management. The disposal of the 194 units in
West Dublin represented an attractive return on the
original acquisition cost and was in line with book
value representing value creation for shareholders. The
Rockbrook site delivered significant return on cost and
the proceeds were used to pay down our debt and
manage the Group’s balance sheet.
As part of an acquisition agreement entered into
in January 2022 the Company has a gross capital
commitment of €24.1 million in respect of 44 units at
Ashbrook, Clontarf. These units are expected to be
completed in H1 2024. Net cash outflow after taking
account of deposit paid and proceeds from disposal
of Part V units is expected to be c.€20 million.
Financing and Capital Structure
I-RES takes a proactive approach to its debt strategy
to ensure the Group has laddering of debt maturities
and the Group’s leverage ratio and interest coverage
ratio are maintained at a sustainable level.
Our capital structure remains strong, with no debt
maturities until 2026 and then laddered out to 2032. Net
LTV at 31 December 2023 is 44.3%, LTV stands at 44.9%
increasing as a result of the fair value loss recorded
in the year, offset by the strategic asset disposal
programme to manage this covenant. This remains
comfortably below the 50% maximum permitted
I-RES’s borrowings are as follows:
As at
31 December 2023
€’000
31 December 2022
€’000
RCF Borrowings
373,020
457,020
Euro denominated Private Placement notes
130,000
130,000
USD denominated Private Placement notes
(1)
67,892
70,107
Weighted Average Cost of Interest
(2)
3.85%
2.31%
(1) The principal amount of USD notes is $75 million. The movement during the period relates to foreign exchange movements. I-RES has
entered into cross currency swap to fix this at €68.8 million.
(2) Includes commitment fee of 0.7% per annum charged on the undrawn portion of the RCF facility.
by the Irish REIT regime and the Group’s debt
financial leverage ratio covenant. I-RES seeks to use
borrowings to enhance shareholder returns over the
long term.
Our debt facilities are made up of our Revolving
Credit Facility (RCF) and the c. €200 million (Euro
Equivalent) Private Placement Notes. In January
2024, the Company exercised its right to reduce the
RCF facility size from €600 million to €500 million,
an option available to the Company given the
successful completion of the c. €100 million asset
disposal programme. The remaining undrawn
committed facilities are €127 million providing the
Company with liquidity and optionality as we head
into 2024.
The Private Placement Notes were issued in March
2020 and are made up of €130 million fixed interest
and $75 million. On closing I-RES entered into a cross
currency interest rate swap resulting in an overall
weighted average fixed interest rate of 1.92% inclusive
of swap costs and excluding transaction costs. The
maturity of the notes is laddered over circa six, nine
and eleven-year maturities, with the first repayment
due in March 2027.
The drawn debt facilities are predominantly hedged
against interest rate volatility, with 83% of the debt
fully fixed. As previously noted, in December 2022,
the Company entered into hedging arrangements
in respect of its Revolving Credit Facility. Interest rate
swap agreements aggregating to €275 million until
maturity of the facility have been entered into with a
number of the counterparties forming the syndicate
of banks in the RCF. These arrangements convert the
cost of €275 million of the facility into a fixed interest
rate of 2.5% plus margin of 1.75%.
The Group has a weighted average drawn debt
maturity of 3.2 years and no debt maturities
before April 2026. The weighted average cost of
interest is 3.85% for 2023 (31 December 2022: 2.31%).
This increase is driven by the 450bps increase in
ECB rates since July 2022. Beyond the remaining
capital commitment for the forward purchase of
44 residential units at Ashbrook, there are no other
current capital commitments.
25
Summary
Overall, 2023 was a year focused on putting the
building blocks in place for the next phase of the
Company’s strategic goals post internalisation. This
strategy will be informed by the Strategic Review
which is underway. As announced by the Board we
are very conscious of delivering shareholder value
and the Strategic Review will allow us the opportunity
to determine how best to maximise these returns.
Heading into 2024, whilst sentiment around interest
rates and inflation are certainly better than they were
a number of months ago, volatility remains. We have
demonstrated our ability over the last number of
years, through the Covid pandemic, internalisation
and the macro economic impact of the Russian
invasion of Ukraine that I-RES can continue to deliver
both operationally and financially through its strong
disciplined capital management. Our operational
performance has underlined the significant demand
in the Irish market for high quality professionally
managed residential accommodation. We continue
to focus on ensuring a strong and flexible balance
sheet is maintained. Through our investment in our
people and technology platform, we have placed
ourselves in a strong position as we continue to
navigate the headwinds faced.
Brian Fagan
Chief Financial Officer
Financial Statements
174
Governance
92
Supplementary Information
248
Strategic Report
26
I-RES
Annual Report and Accounts 2023
BUSINESS
PERFORMANCE
MEASURES
The Group, in addition to the
Operational and Financial results
presented above, has defined business
performance indicators to measure
the success of its operating and
financial strategies:
Average Monthly Rent (“AMR”)
AMR is calculated as actual monthly residential rents,
net of vacancies, as at the stated date, divided by
the total number of residential units owned in the
property. Through active property management
strategies, the lease administration system and
proactive capital investment programmes, I-RES
increases rents as market conditions permit and
subject to applicable laws. It has been presented as
the Company believes this measure is indicative of
the Group’s performance of its operations.
Occupancy
Occupancy rate is calculated as the total number
of residential units occupied over the total number
of residential units owned as at the reporting date.
I-RES strives, through a focused, hands-on approach
to the business, to achieve occupancies that are in
line with, or higher than, market conditions in each of
the locations in which it operates. Occupancy rate is
used in conjunction with AMR to measure the Group’s
performance of its operations.
The Group’s AMR increased to €1,774 at 31 December
2023 a 2.2% increase on like for like properties in line
with regulatory cap of 2%, while residential occupancy
remained consistently high at 99.4%, indicative of the
strong market fundamentals in the Irish residential
rental sector.
During the period, c.16% of the portfolio units were
turned over and where applicable we applied rental
increases in line with regulations.
Gross Yield at Fair Value
Gross Yield is calculated as the Annualised Passing
Rents as at the stated date, divided by the fair market
value of the investment properties as at the reporting
date, excluding the fair value of development land,
investment properties under development and assets
held for sale. Through generating higher revenue
compared to the prior year and maintaining high
occupancies, I-RES’ objective is to increase the
Annualised Passing Rent for the total portfolio, which
will positively impact the Gross Yield. It has been
presented as the Company believes this measure is
indicative of the rental income generating capacity of
the total portfolio.
AMR and Occupancy
Total Portfolio
Properties owned prior to
31 December 2022
(Like for Like properties)
As at 31
December
2023
2022
2023
2022
As at 31
December
AMR
Occ.
%
AMR
Occ.
%
AMR
change
%
AMR
Occ.
%
AMR
Occ.
%
AMR
change
%
Residential
1,774
99.4%
€1,750
99.4%
1.4%
1,774
99.4%
€1,735
99.4%
2.2%
27
Gross Yield at Fair Value
As at
31 December 2023
€’000
31 December 2022
€’000
Annualised Passing Rent
(1)
85,288
87,401
Aggregate fair market value as at reporting date
1,268,550
1,477,178
Gross Yield at Fair Value
6.7%
5.9%
(1)
31 December 2023 Annualised Passing rent consists of residential annualised passing rent of €81.0 million and commercial annualised
passing rent of €4.3 million.
The portfolio Gross Yield at Fair Value was 6.7% as at 31 December 2023 compared to 5.9% as at 31 December
2022, excluding the fair value of development land, investment properties under development and assets held
for sale. The movement represents the impact of softening yields on the portfolio valuation.
EPRA Net Initial Yield
As at
31 December 2023
€’000
31 December 2022
€’000
Annualised passing rent
85,288
87,401
Less: Operating expenses
(1)
(property outgoings)
(19,341)
(19,665)
Annualised net rent
65,947
67,736
Completed investment properties
1,268,550
1,477,168
Add: Allowance for estimated purchaser's cost
65,976
76,369
Gross up completed portfolio valuation
1,334,526
1,553,537
EPRA Net Initial Yield
4.9%
4.4%
EPRA topped-up Net Initial Yield
4.9%
4.4%
(1)
Calculated based on the net rental income to operating revenue ratio of 77.3% for 2023 (77.5% for 2022).
Financial Statements
174
Governance
92
Supplementary Information
248
Strategic Report
28
I-RES
Annual Report and Accounts 2023
EPRA Earnings per Share
EPRA Earnings represents the earnings from the core operational activities of the Group. It is intended to provide
an indicator of the underlying performance of the property portfolio and therefore excludes all components
not relevant to the underlying and recurring performance of the portfolio, including any revaluation results
and profits/losses from the sale of properties. EPRA EPS is calculated by dividing EPRA Earnings for the reporting
period attributable to shareholders of the Company by the weighted average number of ordinary shares
outstanding during the reporting period. It has been presented as the Company believes this measure is
indicative of the Group’s performance of its operations.
EPRA Earnings per Share
For the year ended
31 December 2023
31 December 2022
(Loss)/Profit for the year (€'000)
(116,014)
(11,820)
Adjustments to calculate EPRA Earnings exclude:
Loss/(Gain) on disposal of investment properties (€'000)
418
(2,795)
Changes in fair value of investment properties (€'000)
141,791
45,599
Tax on profits on disposals (€'000)
1,476
Changes in fair value of derivative financial instruments (€'000)
(86)
(35)
EPRA Earnings (€'000)
27,585
30,949
Non-recurring costs (€’000)
939
5,748
Adjusted EPRA Earnings before non-recurring costs (€’000)
28,524
36,697
Basic weighted average number of shares
529,578,946
529,560,795
Diluted weighted average number of shares
529,578,946
530,953,506
EPRA Earnings per share (cents)
5.2
5.8
Adjusted EPRA EPS before non-recurring costs per share (cents)
5.4
6.9
EPRA Diluted Earnings per share (cents)
5.2
5.8
The decrease in EPRA Earnings to €27.6 million (31 December 2022: €30.9 million) is driven by strong operational
performance, the impact of the non-recurring costs items offset by higher financing costs in the period.
Adjusted EPRA EPS was 5.4 cents for the year ended 31 December 2023 compared to 6.9 cents for the same
period last year. The decrease is primarily driven by increased financing costs offset by strong operational
performance.
EPRA Net Asset Value
In October 2019, EPRA introduced three EPRA NAV metrics to replace the then existing EPRA NAV calculation
that was previously being presented. The three EPRA NAV metrics are EPRA Net Reinstatement Value (“
EPRA
NRV
’), EPRA Net Tangible Asset (“
EPRA NTA
”) and EPRA Net Disposal Value (“
EPRA NDV
”). Each EPRA NAV metric
serves a different purpose. The EPRA NRV measure is calculated to highlight the value of net assets on a long
term basis. EPRA NTA assumes entities buy and sell assets, thereby crystallising certain levels of deferred tax
liability. No deferred tax liability is calculated for I-RES as it is a REIT, and taxes are paid at the shareholder level
on distributions. Any gains arising from the sale of a property are expected either to be reinvested for growth or
85% of the net proceeds are distributed to Shareholders to maintain the REIT status. Lastly, EPRA NDV provides
the reader with a scenario where deferred tax, financial instruments, and certain other adjustments are
calculated to the full extent of their liabilities.
29
EPRA Earnings per Share
31 December 2023
As at
EPRA NRV
EPRA NTA
(1)
EPRA NDV
(2)
Net assets (€'000)
697,331
697,331
697,331
Adjustments to calculate EPRA net assets exclude:
Fair value of derivative financial instruments
(€'000)
163
163
Fair value adjustment for fixed interest rate debt
(€'000)
30,058
Real estate transfer costs (€'000)
(3)
65,976
EPRA net assets (€'000)
763,470
697,494
727,389
Number of shares outstanding
529,578,946
529,578,946
529,578,946
Diluted number of shares outstanding
529,578,946
529,578,946
529,578,946
Basic Net Asset Value per share (cents)
131.7
131.7
131.7
EPRA Net Asset Value per share (cents)
144.2
131.7
137.4
31 December 2022
As at
EPRA NRV
EPRA NTA
(1)
EPRA NDV
(2)
Net assets (€'000)
847,353
847,353
847,353
Adjustments to calculate EPRA net assets exclude:
Fair value of derivative financial instruments
(€'000)
(4,764)
(4,764)
Fair value adjustment for fixed interest rate debt
(€’000)
40,612
Real estate transfer tax (€'000)
(3)
76,368
EPRA net assets (€'000)
918,957
842,589
887,965
Number of shares outstanding
529,578,946
529,578,946
529,578,946
Diluted number of shares outstanding
529,578,946
529,578,946
529,578,946
Basic Net Asset Value per share (cents)
160.0
160.0
160.0
EPRA Net Asset Value per share (cents)
173.5
159.1
167.7
(1)
Following changes to the Irish REIT legislation introduced in October 2019, if a REIT disposes of an asset of its property rental business and
does not (i) distribute the gross disposal proceeds to shareholders by way of dividend, subject to having sufficient distributable reserves;
(ii) reinvest them into other assets of its property rental business (whether by acquisition or capital expenditure) within a three-year
window (being one year before the sale and two years after it); or (iii) use them to repay debt specifically used to acquire, enhance or
develop the property sold, then the REIT will be liable to tax at a rate of 25% on 85% of the gross disposal proceeds. For the purposes of EPRA
NTA, the Company has assumed any such sales proceeds are reinvested or used to repay debt within the required three-year window.
(2) Deferred tax is assumed as per the IFRS balance sheet. To the extent that an orderly sale of the Group’s assets were undertaken over a
period of several years, during which time (i) the Group remained a REIT; (ii) no new assets were acquired or sales proceeds reinvested; (iii)
any developments completed were held for three years from completion; and (iv) those assets were sold at 31 December 2023 valuations,
the sales proceeds would need to be distributed to shareholders by way of dividend within the required time frame or else a tax liability
amounting to up to 25% of distributable reserves plus current unrealised revaluation gains could arise for the Group.
(3) This is the purchaser costs amount as provided in the valuation certificate. Purchasers’ costs consist of items such as stamp duty on
legal transfer and other purchase fees that may be incurred and which are deducted from the gross value in arriving at the fair value of
investment for IFRS purposes. Purchasers’ costs are in general estimated at 9.96% for commercial and 4.46% for residential.
Financial Statements
174
Governance
92
Supplementary Information
248
Strategic Report
30
I-RES
Annual Report and Accounts 2023
MARKET UPDATE
Macroeconomic backdrop
The global economy experienced a period of
dislocation through 2023, induced by several
macroeconomic and geopolitical headwinds.
Heightened inflation and the resultant aggressive
interest rate hike cycle were in focus globally
throughout the year as central banks worked towards
achieving their primary objective of reducing inflation
to target levels. As a result of these headwinds, the
world economy is estimated to have experienced
moderate GDP growth of 3.1%
1
in 2023. Moderate
growth is expected to repeat again in 2024 as the
delayed impact of higher interest rates passes
through the global economy.
Early 2024 has seen a dovish sentiment coming from
central banks as inflation edges closer to long-term
targets, with market expectations of interest rate
cuts in the second half of the year. Geopolitics and
stubborn core inflation present downside risk and will
remain the focus through 2024, as conflicts across
multiple geographies present a risk of further price
shocks and supply chain disruption.
Irish Economic Outlook
The Irish economy experienced continued price
inflation during 2023, though declining gradually
throughout the year. The Harmonised Index of
Consumer Prices (‘HICP’) ended 2023 at 3.2%, down
from 8.2% a year earlier
2
, and is forecasted to
moderate further to 2.3%
3
in 2024.
Ireland’s GDP is forecasted to have contracted by 1.3%
in 2023
3
, however the domestic economy, measured
by Modified Domestic Demand (‘MDD’) is expected
to have grown by 1.5%
3
. The contraction in GDP can
in part be attributed to the normalisation of export
activity in the pharmaceutical sector post-Covid
as MNE investment and export activity in the sector
grew by double digits in 2022, largely caused by
pandemic-related factors. Irish GDP is expected to
return to growth in 2024 and is forecast to reach 1.2%
4
,
outperforming a projected EU total GDP growth rate
of 0.9%
4
.
The Irish labour market continues to show strength
with unemployment ending 2023 at 4.9%
5
, compared
to Euro Area unemployment expected to be 6.4%
4
.
During a year in which global tech was characterised
by large scale layoffs, IDA Ireland, the state agency
responsible for attracting FDI into Ireland, reported
winning 248 investments for Ireland in 2023, up
2.5% versus 2022, enabling the creation of almost
19,000 jobs
6
.
Key sectors have continued to perform strongly
in 2023, with tax revenue reaching €88.1 billion, an
increase of 6%. An Exchequer surplus of €1.2 billion
was recorded in 2023, down from 2022 as the growth
in tax revenue was offset by an increase in public
expenditure and the additional transfer of €4 billion
from the Exchequer to the National Reserve Fund
during the year. A General Government Surplus of just
under €8 billion is estimated for last year, equivalent
to 2.75% of GNI
7
.
Rental Market Fundamentals Remain
Supportive
Demographic trends such as population growth,
aging population and reduction in average
household size are continuing to positively influence
demand in the Irish rental market. Ireland has seen
strong population growth over the last decade, with
population now an estimated 5.28 million people,
including estimated growth of nearly 100,000 people
(+1.9%) in 2023, the largest 12-month population
increase since 2008. The current estimated
population represents a +14.5% increase over the last
decade
8
.
In the decade to 2022, there were only 151,000 total
new dwellings completed in Ireland, 29,000 of which
were apartments. It is welcome to see that delivery
of new housing has reached 32,695 in 2023 which
exceeds the Government’s target of 29,000 for the
year and is well above the trailing 10-year average
and 10% above the delivery of 29,800 new units
delivered in 2022
9
. However, current supply levels
are still well below the estimated level required per
year to bridge the gap between supply and demand
which is estimated to require the delivery of up to
c.62,000 homes per year until 2050
10
.
1
OECD Economic Outlook, Interim Report February 2024
2
CSO - Consumer Price Index December 2023
3
Central Bank of Ireland Q4 2023 Bulletin – December 2023
4
European Commission Winter 2024 Economic Forecast – February 2024
5
CSO - Monthly Unemployment December 2023
6
IDA Press release 15 December 2023
7
Press release - From Department of Finance; Department of Public Expenditure, NDP Delivery and Reform - Published on 4 January 2024
8
CSO Population and Migration Estimates, April 2023
9
CSO New Dwelling Completions
10
Daft.ie - House Price Report Q3 2022
11
Department of Finance Public Consultation Paper June 2023
12
RTB Rent Index Q3 2023
13
Daft.ie – Rental Price Report Q3 2023
14
CBRE 2024 Ireland Real Estate Market Outlook
31
Although the housing development pipeline
has come under increased pressure due to
higher interest rates, high construction costs,
and lengthy planning procedures, completions
are still forecast to reach 31,000 and 31,500 in 2024
and 2025 respectively
11
, lagging the estimated
output needed to meet demand, meaning that the
supply and demand imbalance will likely continue
to influence the housing sector over the medium
term. The increasing demand for housing is likely
to be more pointed towards the rental sector as
increased mortgage rates have made renting
relatively more affordable.
Rental Index
The national Residential Property Price Index (RPPI)
increased by 2.9% in the 12 months to November
2023, with prices in Dublin rising by 0.9% and prices
outside Dublin up by 4.4%.
According to the Residential Tenancies Board
(“RTB”), the standardised average monthly rents in
new tenancies in Q3 2023 were €1,598 nationally
and €2,113 in Dublin, year on year growth of 11% and
10% respectively. Alternatively, the average rent for
existing tenancies was €1,357 nationally and €1,788
for Dublin, showing a clear spread between rents at
new and existing properties
12
.
Fundamentally, there is still a significant undersupply
of homes for rent, with the number of properties
listed for rent on Irish property listing site DAFT.ie at
the beginning of November 2023 at 1,800 homes
nationwide. This is strikingly low in a country that
recorded at least 330,000 households in the private
rental market during the 2022 census
13
.
Real Estate Investment
As a result of the current macroeconomic
headwinds experienced in 2023, real estate
investment activity has slowed both globally
and in the Irish market. Transaction activity was
muted in 2023 as market participants grappled
with heightened interest rates and the difficult
financing environment. Real estate investment
transactions totalled €1.85 billion in Ireland in 2023,
the lowest year of spend since 2013. The residential
sector represented 23% of total real estate spend
in the year
14
.
While global markets remain volatile, real estate
pricing will continue to be impacted by the macro
drivers that are currently dominant. It is expected
that stabilising values, reducing inflation, and
greater certainty over borrowing costs going
forward will induce growth in investment flow in
real estate markets. As the Irish residential market
is severely undersupplied and continually shows
exceptionally strong fundamentals, including a
skilled workforce and business-friendly environment,
which in turn is helping to sustain rental cashflows
and returns, we believe in the medium-term, that
the PRS market in Ireland remains a compelling
area for investment.
Bakers Yard,
Dublin 1
81
Residential
Units
Strategic Report
Supplementary Information
248
Financial Statements
174
Governance
92
1
Irish Institutional Property: Development Finance Presentation,
November 2023
2
JP Morgan: 2024 European Real Estate Outlook, January 2024
3
CSO - Consumer Price Index December 2023
32
I-RES Annual Report and Accounts 2023
BUSINESS STRATEGY
Strategy Overview
The I-RES Board has set out and delivered on a clear
strategic vision to invest in the provision of high
quality, professionally managed homes in sustainable
communities in Ireland. I-RES is the provider of
choice for the Irish living sector, known for providing
excellent service, operating responsibly, minimising
environmental impact, and maximising our social
impact in the communities where we operate.
The emergence of macroeconomic headwinds
during 2022 saw the Board pivot from its core
strategy focused on value maximisation through
the internalisation of management and growth to a
strategy of continuned value maximisation through
risk management which centred on our key strategic
pillars: Operational Excellence, Asset Management,
Capital Allocation, and Sustainability.
Market Fundamentals Continue
to Support a Growth Strategy
The market for private rental accommodation in
Ireland remains supported by some of the strongest
demand fundamentals globally. Demand for high
quality, sustainable residential homes in Ireland
continues to be underpinned by strong economic
indicators including near record low unemployment
and an economy which is forecast to continue
outperforming the EU average in 2024 and 2025.
Demographic trends such as a reduction in average
household size, an ageing population, and a
population growing at the fastest 12-month rate since
2008 imply that strong levels of demand are expected
to continue over the medium-term. Despite sequential
improvement in the delivery of housing output in the
state during 2023 (c. 32,700 units), consensus amongst
industry experts indicates that c. €19 billion of housing
development finance is required to meet the level of
supply required, with c. 67% to be contributed from
institutional sources
1.
Shifting Landscape: Early Signs of Improvement
but Challenges Remain
2023 presented significant strategic challenges
and uncertainties for I-RES and the wider real estate
sector in Ireland, with the continuation of interest
rate increases and persistent inflation leading to a
challenging financing environment and driving a
sharp reduction in transaction activity during the year.
However, early signals of improvement in leading
macroeconomic indicators provide optimism for
2024 and beyond. The expectation of earlier than
anticipated interest rate cuts is filtering through
to debt costs and should support debt gradually
becoming more accretive through 2024
2
, while overall
inflation in Ireland is forecasted to decrease from 5.2%
in 2023 to 2.3% in 2024
3
.
Regulation, including the 2% cap on rent increases,
continues to present strategic challenges for our
business. I-RES participated in the current reviews by
the Government and Departments of Finance and
Housing of the PRS sector including rent regulation
as well as the Funds Sector Review including the
REIT structure. We will continue our engagement
with industry stakeholders and government to
support a balanced regulatory and investment
structure in Ireland.
Macroeconomic Environment
Showing Early Signs of
Improvement
Inflation forecasted
to moderate
Indications of
Interest Rate Cuts
Later in 2024
Commencement of Strategic
Review to Maximise Value
for Shareholders
Global Macroeconomic
Uncertainty During
2022 & 2023
Rapid
Interest Rate
Increases
Persistent
Inflation
Geopolitical
Headwinds
E
x
c
e
l
l
e
n
c
e
O
p
e
r
a
t
i
o
n
a
l
M
a
n
a
g
e
m
e
n
t
A
s
s
e
t
C
a
p
i
t
a
l
A
l
l
o
c
a
t
i
o
n
S
u
s
t
a
i
n
a
b
i
l
i
t
y
Launch of Comprehensive
Strategic Review
The I-RES Board continuously
reviews the appropriateness of
the Company’s strategy for
prevailing market conditions.
Reflecting the challenges presented
by macroeconomic uncertainty
during 2022 and 2023, and as part
of a review of the Company’s
strategy, the Board decided that
a risk management approach was
required. The Board took several
key decisions subsequent to this
review of strategy to safeguard the
Company while market conditions
remained challenging. On 8 January
2024, reflecting early signs of
improvement in the macroeconomic
environment, the Company
announced that it would conduct
a Strategic Review to consider and
evaluate all strategic options that
may be available to maximise and
unlock value for Shareholders.
The Strategic Review commenced after the
publication of the Company’s full year 2023
financial results on the 23rd February 2024, and
is being led by a Board Committee comprised of
newly appointed Chair Hugh Scott-Barrett, the
CEO, and non-executive directors Denise Turner
and Philip Burns. The Review will be supported by
Savills, a leading real estate advisory firm with
local and international knowledge, in conjunction
with the Company’s existing international financial
advisors and brokers.
While the Board remains confident in the long-
term prospects and strategy of the Company,
the Board recognises that the Company, like
many real estate focused companies, faces
several challenges and opportunities, influenced
by factors including macroeconomic conditions,
regulatory frameworks, and commercial market
conditions. The Board recognises there is a
requirement for change in the current business
model and remains open to exploring all scenarios
in the Strategic Review where Shareholder
value can be maximised. In this regard, the
Strategic Review will comprise a comprehensive
consideration of all strategic options available to
the Company to maximise value for Shareholders,
with the potential to unlock the inherent value
contained within the I-RES portfolio of high-quality
residential assets and the operating platform. This
will include, but not be limited to:
New strategic initiatives, including leveraging
the existing capabilities of I-RES’ market
leading operating platform through generation
of capital light revenue streams and/or Joint
Ventures
Consolidation, combinations, mergers or other
corporate action to achieve greater scale and
liquidity in the Company’s shares
A review of the merits of “de-REITing” the
Company, and the existing AIF/AIFM structure
The sale of the entire issued share capital of
the Company
Selling the Company’s assets in part or whole
and returning value to Shareholders
The Board intends to provide status updates to
the market at key milestones throughout the
Strategic Review process, beginning with an
update ahead of the Company’s AGM in May.
The Board remains committed to executing on its
existing strategy of operational excellence, value
maximising portfolio management, disciplined
capital allocation, and sustainability whilst the
Strategic Review is in progress. The Company
will continue to review any asset management
opportunities that arise where value for
shareholders can be delivered.
There is no certainty that any change will result
from the Strategic Review or that any sale,
strategic investment or other transaction will
be concluded, nor as to the terms on which any
offer, strategic investment or other transaction
may be made.
I-RES remains well placed to capitalise on
positive market dynamics, with our market
leading operating platform, a modern portfolio
with strong sustainability credentials, and a
robust financial position.
33
Strategic Report
Governance
92
Financial Statements
174
Supplementary Information
248
Leverage market-leading operating platform
to drive operational performance and create
value for all stakeholders
Cost efficiency from supply chain / economies
of scale, technology enablement of processes
along with a focus on driving ancillary revenue
streams
Enhanced resident service delivery and value
through I-RES Living mobile App.
Enabling talent of I-RES team through training
and development, ESG initiatives, and wellbeing
Sustainability projects to deliver on climate and
environmental plans, community building
Strong Operational Performance
77.3%
NRI Margin
99.4%
Occupancy
Market Leading Operating Platform
Successful Delivery of €96.5m
1
Strategic Asset Disposal Programme
High Quality Asset Portfolio with
Strong Sustainability Credentials
Modern Portfolio with an average
age of 14.9 years
Affordable rents with a portfolio
average monthly rent of €1,774
Assets in attractive, well connected
locations where people love to live
and work
Align with new risk environment to best position
the Company for future growth opportunities
Assets strategically located in communities
with the highest levels of demand for rental
accommodation, good transport links and
sustainable employment opportunities
Ongoing and regular portfolio optimisation
through;
Recycling assets at accretive returns
Realising value from non-income producing
assets
Continuously reviewing opportunities that
arise to deliver value for shareholders
Strategy for growth is aligned to the evolving
landscape
Acquisitions and consolidation opportunities,
strategic acquisitions in partnership, yield
maximisation
Development and funding through
partnerships and JV’s for new supply/ scale,
within risk framework and yield maximisation
Performance metrics on an asset-by-asset
basis across the portfolio providing granular
insights and informed decision making, and
driving improved performance
1
Gross proceeds including VAT
34
I-RES
Annual Report and Accounts 2023
Existing Strategic Pillars
Operational Excellence
Asset Management
Delivery on Strategic Objectives During 2023
Delivery on Strategic Objectives During 2023
Technology
Process
People
Robust Balance Sheet and Financial Position
No debt maturities before April 2026 with
repayments laddered out to 2032
83% of drawn debt hedged out to maturity
at a blended interest rate of 3.27%
Net LTV: 44.3%
Reduction in overall RCF size to €500m (from
€600m), resulting in commitment fee savings
in 2024 and beyond
Interest Cover Ratio covenant reduced to 175%
(from 200%), providing additional headroom
Continued Dividend Payments to Shareholders
Maintained payout policy of 85%+ of
distributable earnings, in line with REIT legislation
90% of units Building Energy
Efficiency (BER) Rated A-C
(up from 86% in 2022) 0.6% F&G
100%
of landlord procured electricity was from
renewable sources (wholly-managed buildings)
90%
Employee satisfaction rate
Data gathering project in collaboration
with residents
Maintain a strong balance sheet and robust
financial position
Continued dividend payout policy of 85%+
of earnings
Maintain low cost, long-term diversified debt
facilities with sufficient headroom and liquidity
Disciplined allocation of capital with excess
funds from asset management initiatives
deployed in line with clearly defined capital
allocation prioritisation;
1.
Repayment of higher cost debt and
management of LTV within risk appetite and
target range, whilst maintaining earnings
profile
2. Reallocation for accretive growth within risk
framework
3. Return of capital to Shareholders via share
buyback / special dividend.
Ongoing and regular evaluation of capital
structure including active engagement with
stakeholders to achieve optimal structure for
future growth and refinancing
Building a sustainable and responsible business
that is future fit, by generating attractive and
sustainable returns
Data-centric approach to understanding and
baselining our Carbon Emissions to set phased
targets in line with commitment to Net Zero
Strong sustainability credentials maximising
customer appeal, improving efficiency and
enhancing long-term property value
Consistent evaluation of new technologies and
collaboration and partnerships to transition
from fossil to renewables
Engaging in social and community engagement
programmes
Partnering with suppliers to deliver on
sustainability targets
Maintaining effective governance structures
Continued strong employee training and
engagement
Continuous repositioning of buildings to
enhance the customer experience, improve
sustainability performance, which in turn
will future proof value and enhance the
environment in which assets are located
35
Capital Allocation
Sustainability
Increased GRESB score
to 65 moving into the
‘two-star’ category
Delivery on Strategic Objectives During 2023
Delivery on Strategic Objectives During 2023
Strategic Report
Supplementary Information
248
Financial Statements
174
Governance
92
36
I-RES
Annual Report and Accounts 2023
INVESTMENT POLICY
The Group’s aim is to assemble a portfolio within its focus activity of
acquiring, holding, managing and developing investments primarily
focused on residential rental accommodations.
Focus Activity
The Group’s aim is to assemble a portfolio within
its focus activity of acquiring, holding, managing
and developing investments primarily focused
on residential rental accommodations
and ancillary and/or strategically located
commercial property on the island of Ireland,
principally within the greater Dublin area and
other major urban centres (the “Focus Activity”).
The vast majority of such properties will form the
Group’s property investment portfolio for third
party rental.
The Group may also acquire indebtedness
secured by properties (including in respect of
buy-to-let properties) within its Focus Activity
where it intends to gain title to and control
over the underlying property. There is no limit
on the proportion of the Group’s portfolio
that consists of indebtedness secured by
properties. Consistent with the Focus Activity,
the Group may consider property development,
redevelopment or intensification opportunities,
in particular, the completion of building out
the Group’s current development sites, where
the Directors of the Company consider it
appropriate having regard to all relevant factors
(including building risk, lease up risk, expected
returns and time to complete).
The Group may also acquire properties and
portfolios which include other assets outside of
the Focus Activity, subject always to a maximum
limit of 20% of the overall gross value of the
Group’s property assets, provided there is a
disposal plan in place in connection with such
assets which have been deemed non-strategic
and do not meet the Group’s investment
objectives or which could otherwise have an
adverse effect on the Group’s status as an Irish
real estate investment trust.
Gearing
The Group will seek to use gearing to enhance
shareholder returns over the long term. The
Group’s gearing, represented by the Group’s
aggregate borrowings as a percentage of the
market value of the Group’s total assets, will not
exceed the 50% maximum permitted under the
Irish REIT Regime. The Board of the Company
(the “Board”) reviews the Group’s gearing policy
(including the level of gearing) from time to time
in light of then-current economic conditions,
relative costs of debt and equity capital,
fair value of the Group’s assets, growth and
acquisition opportunities and other factors the
Board may deem appropriate, with the result
that the Group’s level of gearing may be lower
than 50%. The Board may also from time to time
consider hedging or other strategies to mitigate
interest rate risk.
Investment Structures
The Group also has the ability to enter into
a variety of investment structures, including
joint ventures, acquisitions of controlling
interests, acquisitions of minority interests or
other structures (whether by way of equity or
debt) including, but not limited to, for revenue
producing purposes in the ordinary course of
business, within the parameters stipulated in
the Irish REIT Regime. There is no limit imposed
on the proportion of the Group’s portfolio that
may be held through such structures.
37
Warehousing/Pipeline Agreements
If the Group is unable to participate in sales
processes for property investments because it has
insufficient funds and/or debt financing available
to it, including where its gearing is at or close to
the maximum permitted level under the Irish REIT
Regime, the Group is permitted to acquire property
investments that meet the criteria specified in
its Investment Policy (including the acquisition of
shares in property holding companies) from time to
time in accordance with the terms of warehousing
or pipeline arrangements entered into or to be
entered into by it with third parties, in each case,
without shareholder approval and for a price
calculated on a basis that has been approved in
advance by the Directors of the Company.
Restrictions
Pursuant to the Irish REIT Regime, the Group is
required, amongst other things, to conduct a Property
Rental Business consisting of at least three properties,
with the market value of any one property being
no more than 40% of the total market value of the
properties in the Group’s Property Rental Business.
Further, at least 75% of the Group’s annual Aggregate
Income will need to be derived from its Property
Rental Business and at least 75% of the market value
of its assets, including uninvested cash, will need to
relate to its Property Rental Business. In addition to the
foregoing, the Group will not do anything that would
cause the Group to lose its status as a real estate
investment trust under the Irish REIT Regime.
Changes to the Investment Policy
Material changes to the Group’s Investment Policy
set out above may only be made by ordinary
resolution of the Shareholders of the Company in
accordance with the Listing Rules of Euronext Dublin
and notified to the market through a Regulatory
Information Service. If the Company breaches its
Investment Policy, the Company is required to make
a notification via a Regulatory Information Service of
details of the breach and of actions it may or may
not have taken. A material change in the published
Investment Policy would include the consideration of
investments outside of the Focus Activity, other than
as permitted under this Investment Policy. For as long
as the Company’s ordinary shares remain listed on
the Official List of Euronext Dublin, any changes to
the Company’s Investment Policy must be made in
accordance with the requirements of the Listing Rules
of Euronext Dublin. I-RES has invested in accordance
with the investment policy. Please refer to the
property overview table on page 23 for further details.
The School Yard,
Dublin 1
1st
Ireland’s first
LEED gold
residential
development
Strategic Report
Supplementary Information
248
Financial Statements
174
Governance
92
38
I-RES
Annual Report and Accounts 2023
38
I-RES
Annual Report and Accounts 2023
SENIOR LEADERSHIP TEAM
I-RES’ vision is to be the provider of choice for the Irish
living sector, known for excellent service and for operating
responsibly, minimising our environmental impact and
maximising our contribution to the community. Delivering
on this, the I-RES Senior Leadership team is responsible
for executing the Company’s strategy and ensuring strong
operational alignment on business priorities, investments
and actions.
The team has an extensive track record of delivery, operational excellence, digital
innovation and transformational change. Leading our 95-strong Irish-based
employee base, the leadership team is strongly committed to sustaining our
excellent inclusive culture, underpinned by our values of Performance, Integrity,
Sustainability, Respect, Agility & Teamwork.
I-RES Senior Leadership Team (L-R):
Alan Kavanagh; Charles Coyle;
Margaret Sweeney; Brian Fagan;
Anna-Marie Curry
39
39
Margaret Sweeney
Chief Executive Officer and Board Director
Margaret Sweeney joined the Board in 2016
and was appointed as Chief Executive
Officer in November 2017. Full bio on page 94.
Brian Fagan
Chief Financial Officer and Board Director
Brian Fagan joined the Company as Finance
Director in April 2021 and was appointed CFO
and Board Director in April 2022. Full bio on
page 94.
Alan Kavanagh
Managing Director Operations
Alan Kavanagh has been with I-RES since
December 2013, having previously worked
in a variety of property roles in the UK and
Ireland. He is an Associate member of
Society of Chartered Surveyors Ireland and
the Royal Institution of Chartered Surveyors.
Anna-Marie Curry
Company Secretary and General Counsel
Anna-Marie Curry was appointed Company
Secretary & General Counsel in July 2021.
Anna-Marie is a Solicitor, and previously
worked with Arthur Cox and joined the
Company from her role as Company
Secretary and General Counsel with Bord
na Móna plc.
Charles Coyle
Vice President, Investment and
Asset Management
Charles Coyle has been with I-RES since
December 2014. He previously held senior
positions with NAMA and Goodbody
Stockbrokers. Charles is a member of
Society of Chartered Surveyors Ireland and
the Royal Institution of Chartered Surveyors.
95
Fully integrated
Irish operating
company some
95 employees
90%
employee
satisfaction score
Employees
44%
Female
56%
Male
Strategic Report
Governance
92
Financial Statements
174
Supplementary Information
248
40
I-RES
Annual Report and Accounts 2023
SUSTAINABILITY
REVIEW
Creating Long-Term
Value Through
Environmental and
Social Responsibility
As a Company we recognise
the challenge that sustainability
and climate change present for
our business and planet, and we
are committed to playing our
part in the transition to a more
sustainable future.
Our ESG strategy is built on three core pillars:
1. Operating Responsibly
;
2. Protecting the Environment
; and
3. Building Communities
.
In 2021, we conducted a Company-wide Materiality
Assessment to identify sustainability topics material
to our business. Our ESG Materiality Assessment
informs our ESG strategy and ensures we stay
abreast of emerging themes and legislative
requirements. This assessment informs and guides
our strategy and is regularly reviewed. In 2024, to
ensure ongoing alignment and adaptation of our
ESG strategy, we will revisit this assessment as
part of a Double Materiality Assessment. A Double
Materiality Assessment involves examining both
the external environmental and social impacts on
a company (outward-facing materiality) and the
internal organisational impacts of sustainability
issues (inward-facing materiality). This approach
ensures a comprehensive understanding of material
sustainability topics affecting the business.
As advocates of the UN SDGs, we have aligned our
ESG strategy to contribute to seven specific goals
(SDG 3, 7, 8, 11, 13, 15, 17). Please refer to our ESG Report
2023 for details. This alignment ensures that our
business positively impacts the spaces we manage
and
the communities who live and work there.
We are currently integrating climate physical and
transition risk management into our governance
approaches.
We have aligned our ESG strategy delivery
approach to ISO 14001 (2015) for Environmental
Management. We have a structured framework
in place for continual improvement. Alongside
this, we completed an assessment of our ESG
risks and opportunities mapping this across
to internal business units and updating our
processes as necessary.
ESG Performance Snapshot
42
Our ESG Journey
44
Operating Responsibly
46
Protecting The Environment
54
Building Communities
60
41
Pillar
Operating
Responsibly
Protecting the
Environment
Building
Communities
Statement
We aim to maintain
the highest standards
of integrity and
business ethics
across our operations
and supply chain
We aim to protect
the environment
by minimising our
emissions and use
of natural resources
while ensuring we
leave space for nature
on our asset sites
We aim to support
people by investing
in sustainable
and connected
communities to
create
a diverse
and welcoming
environment with
good transport links
and employment
opportunities which
positively impact
our localities
Material
Topics
Health, Safety and
Wellbeing
Climate Change
Customer
Engagement
Business Ethics and
Compliance
Environmental
Management
Community
Engagement and
Social Impact
Data Management,
Privacy and Security
Sustainable Supply
Chain
Employee attraction
and retention
Strategic Report
Supplementary Information
248
Financial Statements
174
Governance
92
42
I-RES
Annual Report and Accounts 2023
SUSTAINABILITY REVIEW
Operating
Responsibly
90%
Employee
Satisfaction
Score
44%
Self-identified
female Board
representation
33
Average
training hours
per employee
Protecting the
Environment
59%
Scope 1 GHG
Emissions reduction
(like for like) (I-RES’
Headquarters)
2050
Committed
to Net Zero
Carbon by 2050
0.3%
Scope 2 GHG
Emissions reduction
(like for like) (Wholly
managed assets)
1
2
Building
Communities
Increasing resident
satisfaction levels
ESG Performance
Snapshot 2023
43
EPRA Gold
sBPR Award
Investors in
Diversity
Silver Award
2-star
GRESB
Rating
EWOB European
Women on
Boards Award
100%
of directly managed
common areas
powered by renewable
energy
90%
of I-RES properties
boast A-C Energy
Performance Rating
(BER)
100%
Waste diversion
from landfill
for directly
managed assets
C
Rating
+80% Adoption Rate
of newly rolled out I-RES Living
Resident mobile App
600+ hours
Combined employee time spent
engaging in community activities
Strategic Report
Supplementary Information
248
Financial Statements
174
Governance
92
2019
2020
2021
44
I-RES
Annual Report and Accounts 2023
Submitted to GRESB for
the first time
ESG policy formalised
All I-RES directly
procured electricity
switched to renewable
energy tariffs
Achieved EPRA Silver
Award for sustainability
reporting
Annual companywide
Sustainability Training
began
Science-based carbon
baseline assessment
completed
Formed Board
Sustainability Committee
Published the first I-RES
ESG Report
Completion of the
Company’s first
Materiality assessment
Development of 5 year
ESG strategy roadmap
Energy Performance
Management
Committee established
Achieved EPRA Gold
Award for sustainability
reporting
Achieved Investors in
Diversity Bronze Award
Completed an asset
review of all heating and
hot water systems within
the portfolio
Became official
Supporters of the All
Ireland Pollinator Plan
2021-2025
SUSTAINABILITY REVIEW
Our ESG Journey
Through active dialogue and engagement
with investors and residents, we seek to shape
our strategy and objectives around the core
values of social responsibility and environmental
stewardship. We believe that this engagement
has a positive impact on society and the success
of our business. This collaboration guides how
we evolve our sustainability strategy to generate
enduring shared value.
Our objective is to cultivate a
sustainable and responsible business
aligned with our business model and
investment philosophy, underpinned
by our commitment to a strong values
driven culture, and the creation of
value for all stakeholders.
Completed feasibility
study and initial design
for the 1st LEED rated
residential development
in Ireland
Green Ambassador
Committee formed
2022
2023
2024
& beyond
45
Committed to Net Zero
Carbon by 2050 in line
with the Paris Agreement
Reduced Scope 1
absolute emissions by
41% (y-o-y)
Reduced Scope 2
absolute emissions by
26% (y-o-y)
Delivered Ireland’s first
LEED Gold property
Submitted to Carbon
Disclosure Project
(“CDP”) for the first time
Achieved Investors in
Diversity Silver Award
Maintained EPRA Gold
Award
Integrated digital and
cloud based technology
solution
Vendor ESG Engagement
programme
commenced
Pilot energy efficiency
retrofit projects
commenced
Scope 3 building energy
usage data collection
programme began
In progress to achieve
WiredScore certification
for 13 assets
Achieved GRESB 2-star
rating
Maintained EPRA Gold
Award
Maintained Investors in
Diversity Silver Award
Recognised in Fitout
Awards for sustainable
fitout of The School Yard
Launched I-RES Living
mobile app
Publish Net Zero Pathway
Align to the EU
Sustainability Reporting
Standards (SFDR) and
Corporate Sustainability
Reporting Directive
(CSRD)
Target Investors in
Diversity Gold Award
Achieve full data
coverage of Scope 3
building energy usage
data
Implement an ESG data
management platform
Strategic Report
Supplementary Information
248
Financial Statements
174
Governance
92
46
I-RES
Annual Report and Accounts 2023
Operating Responsibly is a
cornerstone of I-RES’s corporate
ethos, underscoring our unwavering
commitment to conduct business with
the utmost integrity and consideration
for ESG principles.
Responsible Governance Practices
I-RES is committed to upholding the highest standards
of governance, aligning with regulatory expectations,
evolving industry best practices, our corporate
strategy, and our risk appetite. ESG and responsible
business objectives are integral to our policies and
decision-making processes across the business and a
key focus of the Board and our team.
Sustainability Throughout the Real
Estate Lifecycle
We incorporate sustainability throughout the
investment lifecycle of an asset, from pre-acquisition
through to disposal. It forms an integral part of our
policies and processes and is explicitly outlined in the
Terms of Reference in our Audit and Remuneration
Committees. We do not view sustainability in isolation
but rather embedded across our Investment and Asset
Management processes, and it is integral to all aspects
of our business.
SUSTAINABILITY REVIEW
Operating
Responsibly
47
Carbon
Footprint
Energy &
Renewables
Governance
Climate
Resilience
Technology
Innovation
Environmental
Management
Wellbeing,
Diversity
& Inclusion
Sustainable
Supply
Chain
Building
Certification
Water
Community
& Social
Impact
Resources
& Waste
Heritage
& Culture
Materials
Nature
Positive
Space
I-RES
Sustainability
Framework
D
i
s
p
o
s
a
l
P
r
e
-
a
c
q
u
i
s
i
t
i
o
n
O
p
e
r
a
t
i
o
n
R
e
f
u
r
b
i
s
h
m
e
n
t
&
D
e
v
e
l
o
p
m
e
n
t
P
i
l
l
a
r
1
O
p
e
r
a
t
i
n
g
R
e
s
p
o
n
s
i
b
l
y
P
i
l
l
a
r
2
P
r
o
t
e
c
t
i
n
g
t
h
e
E
n
v
i
r
o
n
m
e
n
t
P
i
l
l
a
r
3
B
u
i
l
d
i
n
g
C
o
m
m
u
n
i
t
i
e
s
Strategic Report
Supplementary Information
248
Financial Statements
174
Governance
92
AUDIT
COMMITTEE
Monitors
clarity and
completeness of
sustainability-
related financial
disclosures
in financial
statements.
NOMINATION
COMMITTEE
Monitors
Board ESG
competencies
and addresses
any identified
gaps through
the Board
appointments
process and
Board training.
REMUNERATION
COMMITTEE
Ensures a
sustainability-
linked
remuneration
framework.
SUSTAINABILITY
COMMITTEE
Responsible for
developing and
recommending
the Company’s
ESG strategy to
the Board.
ESG STEERING EXECUTIVE COMMITTEE
The Committee monitors the Company’s ESG performance and execution, ensuring ESG plans
are agreed and integrated into every aspect of the business, key metrics are fairly reported, and
matters of material impact are addressed.
THE BOARD
Overall responsibility for ESG matters and ensuring the integration of the ESG strategy within the
Company’s broader strategy.
48
I-RES
Annual Report and Accounts 2023
SUSTAINABILITY REVIEW
ESG Oversight
We have established transparent and effective
governance structures to oversee and make
decisions regarding our ESG strategy. Clear reporting
and governance structures and programmes are
in place to communicate our progress to the Board,
Senior Management and all stakeholders. The I-RES
Board holds ultimate responsibility for directing
and implementing our ESG strategy, ensuring the
responsible advancement of the long-term interests
of shareholders while balancing the interests of all
stakeholders, including residents, employees and
local communities.
The Board and Board Sustainability Committee
continuously assess and monitor our approach to
ESG through ongoing engagements with the CEO,
Management, Workforce Engagement Director,
Investor Relations, Sustainability Function, and
employees. This ensures policies, practices and
behaviours align with the Company’s purpose,
values and strategy.
Further details on I-RES’ corporate governance
strategy and approach can be found on page
100 of the 2023 Annual Report.
49
Our Benchmarking Scores
I-RES recognises that providing transparent reports
on our impact and progress is a fundamental aspect
of our ESG journey. Therefore, we are committed to
delivering clear communication and transparent
disclosure to all stakeholders.
Our environmental, social and governance data are
all subject to ‘reasonable assurance’ verification
by Evora Global (Evora), as determined by the
AA1000AS Type 2 Moderate level assurance. The
assurance statements are published in our latest
ESG Report, which is available to download on
our website.
Below is an overview of our scores across the
benchmarks and ratings agencies we submit to.
2023
2022
EPRA
Sustainability
Best Practices
Recommendations
Gold
Gold
GRESB
Global Real Estate
Sustainability
Benchmark
2 star
1 star
MSCI
ESG Rating Report
BBB
BBB
ISS
E&S Quality Score
*
*Highest E&S Disclosure = 1
Environmental 7
Social 4
Environmental 6
Social 4
Sustainalytics
ESG Risk Rating
12.2
Low Risk
13.3
Low Risk
S&P
Corporate
Sustainability
Assessment
34/100*
30/100
CDP
Carbon Disclosure
Project
C Rating
We began disclosing to
CDP on climate change
in 2022. A score is not
received in the first year.
* 81st percentile amongst industry peers
Strategic Report
Supplementary Information
248
Financial Statements
174
Governance
92
50
I-RES
Annual Report and Accounts 2023
SUSTAINABILITY REVIEW
Responsible Procurement
Rethinking how we source
our products and services
We value our suppliers and consider
them essential partners in meeting
the needs of our residents. Our
suppliers play a central role in
our operations and support us in
achieving our environmental goals.
We partner with suppliers who
uphold ethical and environmental
principles that align with our core
values, and we actively engage
with our suppliers to ensure these
principles are upheld.
Positively Impacting Our Supply Chain
In 2022, we began a programme to actively engage
with our suppliers on ESG topics. This programme,
continued in 2023, has proven highly successful. When
we established a baseline for our Tier one suppliers
only 15 percent had an ESG policy in place. By the
end of 2023, this figure had increased to 50 percent.
In addition, a further 30 percent were working on it.
As part of our active engagement with suppliers,
we have informed them about our ESG focus areas
and communicated with them our requirement for
them to align their ESG policies with our Supplier
Code of Conduct.
Supplier Questionnaire
In 2023, our internal training programmes empowered
our employees with a deep understanding of our
supply chain requirements, allowing them to actively
apply this knowledge in their engagements with our
suppliers. Through a series of internal workshops, we
developed a framework for a supplier questionnaire
that will be rolled out in 2024. This framework has
been aligned with industry best practice for supply
chain management. In 2024, we will issue the supplier
questionnaire to develop a deeper understanding of
the ESG competence of our suppliers and allow us to
rank them individually.
To support the roll-out of the supplier questionnaire,
during 2023 we developed a roadmap and set of
training materials to be shared with our suppliers
during Phase Two of our supply chain engagement.
We aim to ensure that our suppliers are fully aware
of our sustainability targets and commitments,
what
a sustainable supply chain means in practice and
our requirements of them. We are committed to
ongoing engagement and collaboration with all of
our suppliers to encourage them to improve their
sustainability approaches.
Sustainable Fitouts
In all of our recent fitouts we have prioritised locally
sourced products, and products with minimal waste
packaging. We exclusively source wood products
carrying the Forest Stewardship Council (FSC) label
and carefully select products with foams that are free
from harmful chemicals and that do not produce off-
gassing. Additionally, our selection of fabrics consist
of the highest possible percentage of recycled cotton,
linen and wool.
We were delighted to be recognised at the Fitout
Awards, winning ‘Sustainable Fitout of the Year’ for
The School Yard.
51
Connecting with Our Employees
and Investing in Them
Our employees are the backbone
of our business and key to our
success. We invest in them so that
they feel rewarded and have a real
sense of job satisfaction. Equipping
our teams with the right skills for
their roles is incredibly important
for us as a business so that they
feel empowered as they go about
their day-to-day business.
Our resident facing teams are directly engaged
with customers impacted by the recent cost of living
crisis. Ensuring they have the right skills to respond
empathetically to our residents is a crucial part of
our service delivery.
In 2023, I-RES conducted an Employee Survey with
an 81.5 percent participation and an employee
satisfaction score of 90 percent. The survey was
conducted by an independent research agency.
Please refer to our 2023 ESG Report for the results.
Diversity, Equity and Inclusion
I-RES has proudly earned the Silver Investors in
Diversity Award from the Irish Centre for Diversity
in 2022 and 2023, reflecting our commitment to
fostering an inclusive workplace. We are actively
working towards a Gold Award in 2024.
In Q1 2023, I-RES established the Diversity & Inclusion
Committee, functioning as an employee resource
group representing the entire organisation. The
Committee meets regularly to discuss various topics,
including culture, social roles and language. These
discussions are integrated into our internal training
programmes and employee engagement initiatives.
The Committee embodies the ‘One Team’ approach
inherent to I-RES’s business model, ensuring that
all staff and residents feel valued, listened to, and
can actively contribute to driving organisational
improvements. We take immense pride in our open
and transparent business model, recognising it as
essential to realising our ambitious goals in the
realm of diversity, equity and inclusion.
99%
99 percent of respondents are willing
to put in extra effort for I-RES
90%
90 percent overall satisfaction score
Design Thinking training day
Strategic Report
Supplementary Information
248
Financial Statements
174
Governance
92
52
I-RES
Annual Report and Accounts 2023
SUSTAINABILITY REVIEW
Pillar 1 Operating Responsibly
A summary overview of our key achievements in 2023 and our priorities for 2024 and beyond.
Objectives
2023 achievements
Health, Safety and
Wellbeing
Maintain building efficiency
and actively promote the safety
and well-being of our residents
through our dedicated design
and management approach
Delivered customised and role-specific training on a company wide
and role specific basis to employees, including Health & Safety and ESG
Installed Electrical Vehicle charging stations and implemented
energy efficiency upgrades at select buildings to reduce
environmental impact
Conducted a comprehensive, externally supported review of our Group
Safety approaches. This included a full refresh to the Safety Statement
and the supporting risk assessments and procedures in use
Strategy, Business Ethics &
Compliance – governance
and disclosure
Develop and implement
key policies, processes and
governance procedures to deliver
on the aims of our ESG strategy
Review and enhance ESG
reporting disclosures
Disclose key performance
indicators for measuring
against ethical behaviour
and compliance
Achieved a two-star GRESB rating (Global Real Estate Sustainability
Benchmark) in recognition of our commitment to ESG performance
and benchmarking
Maintained Gold-level EPRA recognition (European Public Real Estate
Association) Sustainability Best Practices Recommendations for
excellence across key environmental and social indicators
Achieve a CDP C Rating (Carbon Disclosure Project) a measure of
environmental action and transparency across a range of focus areas
Implemented an Enterprise Risk Management (ERM) framework to
systematically identify key business risks and responsively update
emergency preparedness, including crisis scenario plans
Conducted company-wide training initiatives focused on Diversity
& Inclusion, Disability Awareness, and other priorities to promote a
respectful, ethical work culture
Data management,
Privacy and Security
Improve data coverage to
include resident consumption to
enable whole building reporting
across the portfolio
Review & enhance data privacy
& security management systems
(including cyber security) and
measure performance
Successfully rolled out an energy data gathering program with at least
one meter reading per unit completed in 2023 to establish energy
consumption analytics and identify conservation opportunities
Successfully launched the I-RES Living resident mobile app with
over an 80% adoption rate among residents and 85% willing to
recommend the user-friendly platform
Completed a data protection impact assessment (DPIA) prior to
the launch of the new resident app/portal to evaluate and mitigate
potential data privacy risk
Conducted a comprehensive data protection gap analysis to assess
the Company’s privacy compliance against 138 metrics aligned with
GDPR standards and industry best practices
Employee attraction
and retention
Sustain our high employee
satisfaction score by building an
excellent culture with a strong
focus on employee wellbeing,
development, engagement and
Diversity & Inclusion credentials
Annual employee engagement survey resulted in a 90% employee
satisfaction score
Training, cultural and team-building events, fostering
a collaborative and motivated workforce
Enabled employees to complete on average, 33 training hours
each in 2023, delving into diverse subjects such as sustainability,
technology, and professional competencies
Successfully introduced a performance review system incorporating
ESG goals, aligning employees’ performance assessments with our
broader sustainability and ethical objectives
Introduced the HR Locker system and app to enhance HR services
to employees
53
Priorities for 2024 & beyond
Continuously evolve our H&S frameworks and training programs, enhancing processes to ensure
effectiveness and alignment with best practices
Proactively monitor performance metrics for health, wellness, and sustainability initiatives across
properties and at the corporate level to identify opportunities for improvement
Prioritize nature-positive spaces and biodiversity net gain principles when enhancing environments
to create healthy, environmentally friendly buildings for residents. This involves increasing green space
and social amenities for residents, as well as reducing waste and emissions
Continuously engage with leading rating agencies to benchmark and demonstrate continuous
improvement across key sustainability indicators
Target increased GRESB ratings annually while maintaining the Gold standard from EPRA Sustainability
Best Practices Recommendations for consistent, transparent reporting
Continue to proactively align data collection and reporting procedures with emerging regulatory
frameworks for ESG disclosure
Employ the I-RES Risk Management framework for ESG-related issues and develop risk appetite
statements covering environmental, social, and governance priorities
Continue to conduct ongoing reviews of internal policies and procedures to ensure governance and
management processes fully support our ESG commitments
Incorporate sustainability, Diversity, Equity, and Inclusion into mandated training programs for Board
members, leadership, and all employees to embed these priorities holistically
Expand energy data gathering to cover all residents and implement resident energy use notifications
and reduction campaigns
Continue to conduct regular cybersecurity and data privacy training for all employees to instil a
security-first mindset and ensure understanding of policies and controls
Enhance the I-RES Living mobile app and resident portal by adding new features for waste diversion,
circular economy, community event information, and fully integrating with the core ERP system
Implement an ESG data management platform to centralize sustainability metrics tracking
across properties
Develop refreshed I-RES websites for resident and stakeholder audiences focused on user experience,
value-add content, company values, and community programming
Continue to adopt an ISO 27001-based approach to the ongoing assessment and development of our
cybersecurity and data protection arrangements
Strengthen our employee training and development program by incorporating customised and
focused ESG topics
Continue to integrate an employee wellness programme, including training, events, wellbeing, CEO
feedback sessions, and facilitated access to Workforce Engagement Director
Continue to explore volunteering opportunities within cross-functional projects, fostering engagement
through Green Ambassador and Diversity & Inclusion Committees, and external volunteering
organisations
Formulate and execute a plan to attain the Gold ‘Investors in Diversity’ Award within the next two years
Strategic Report
Supplementary Information
248
Financial Statements
174
Governance
92
OUR ROAD TO NET ZERO
A climate neutral built
environment by 2050
Recognising the significant role of the
built environment in global carbon
emissions and climate change, I-RES
is committed to achieving Net Zero
Carbon by 2050. We acknowledge our
responsibility to address the carbon
impacts of our assets, encompassing
embodied carbon and resident emissions
beyond our operational control.
We have strategically invested
in a well located energy
efficient and sustainable
portfolio of modern property
assets with an average age of
15 years. Enabling our residents
to save on energy costs in a
period of structurally higher
energy prices.
Margaret Sweeney
Chief Executive
54
I-RES
Annual Report and Accounts 2023
SUSTAINABILITY REVIEW
Protecting the
Environment
Our investment policy has been updated to
incorporate climate and carbon considerations.
We are developing a pathway to achieve Net
Zero by 2050, focusing on enhancing the energy
efficiency of our portfolio and sourcing energy
from renewable sources. This approach aligns
with the Net Zero framework outlined in the
Better Building Partnership’s Climate Change
Commitment.
We continue to strengthen the foundations
laid in previous years to advance towards Net
Zero. A pivotal aspect of this progression was
the development
of a bottom-up Science-
Based Target for our assets aligned to SBTi
guidance. This is in line with our commitment
to the 2015 Paris Agreement and Ireland’s
Climate Action Plan.
Energy Efficiency +
Renewable Energy
Operational +
Embodied Carbon
Net Zero
Carbon
55
Strategic Report
Supplementary Information
248
Financial Statements
174
Governance
92
56
I-RES
Annual Report and Accounts 2023
SUSTAINABILITY REVIEW
Energy and Waste Performance
We continually review and identify opportunities to either reduce or eliminate
carbon emissions from our business activities. We monitor, benchmark and
report on all available energy and waste data. Our monitoring program began in
2019. Since then, we have reported year on year reductions across our Scope 1
and 2 emissions on a like for like basis.
I-RES has expanded its data collection program
to encompass Scope 3 emissions data. While we
currently collect and report 100 percent of landlord-
obtained energy data for wholly-owned properties
under our management, we acknowledge that
our Scope 3 emissions, stemming from resident
activities beyond our control, constitute the majority
of emissions. Monitoring these emissions is crucial for
identifying carbon hotspots and tracking progress.
Understanding residents’ energy use is integral to
informing our Net Zero strategy. Higher carbon-
intensive assets can be prioritised for for energy
efficiency initiatives.
We are actively collaborating to receive 100 percent
of the energy data in the future with our data
gathering program.
Our sector must act swiftly to transform existing
buildings and improve new developments if we are to
limit emissions adequately. We take our responsibility
in this regard seriously. By upgrading performance
across our portfolio now, while pursuing both short
and long-term emissions cuts, we aim to future-proof
assets and lower climate risk exposure over time.
For Scope 2 performance of I-RES wholly managed
assets, please refer to our 2023 ESG Report.
Energy and Carbon Performance
Metric
2022 Absolute
and Like-for-Like
Performance
2023 Absolute
and Like-for-Like
Performance
Year
on Year
Variance
Gas consumption (kWh)
104,952
42,538
(59%)
Gas intensity (kWh/m
2
)
107
43
Electricity consumption (kWh)
221,469
186,623
(16%)
Electricity intensity (kWh/m
2
)
154
130
Scope 1 GHG emissions (tCO
2
e)
19
8
(59%)
Scope 1 GHG intensity (kgCO
2
e/m
2
)
19
8
Scope 2 GHG emissions (tCO
2
e)
64
54
(16%)
Scope 2 GHG intensity (kgCO
2
e/m
2
)
45
38
Disclosure on I-RES Offices Energy and Carbon Performance
The energy consumption and the associated carbon emissions at I-RES’ offices has been
analysed for 2022 and 2023 as reported below. Like-for-like consumption and intensities for
both gas and electricity, and the associated GHG emissions, have all decreased between
2022 and 2023. Scope 1 GHG intensity fell by 59%, driven by a non-recurring reduction in
consumption at I-RES Headquarters. Scope 2 GHG intensity fell by 16%, which reflects the
ongoing energy saving initiatives implemented across all offices.
57
Nature Friendly Spaces
All-Ireland Pollinator Plan
We have
actively championed the All-Ireland
Pollinator Plan (AIPP) – a five-year initiative
(2021-2025) dedicated to supporting pollinating
insects, particularly bees and enriching
biodiversity. Our AIPP commitment began with
the introduction of pollinator gardens to our
communal spaces in 2021, since then, we have
extended our efforts to align all assets directly
managed by I-RES with the AIPP. We are also
partnering with our third-party managing
agents to ensure the widespread adoption of
AIPP initiatives.
This year our commitment to the AIPP took
tangible form through various resident
engagement events. These included planting
days, an insightful webinar by AIPP, and a
children’s competition to design pollinator
signs. These initiatives not only raised
awareness but also garnered participation
from many of our residents.
Our dedication goes beyond mere introduction;
we have actively sought measurable impacts.
The success of our engagement events
in 2023 underscores our commitment to
fostering environmental awareness within
our communities. We strive to make a lasting
positive impact on pollinator populations and
contribute to the broader goals of biodiversity
enhancement within our portfolio.
623 m
2
reserved for pollinator
friendly flower beds
Waste
Operational Performance
Highlights for 2023
Like-for-like
354 tonnes
386 tonnes (2022)
Absolute
501 tonnes
543 tonnes (2022)
Recycling Rate
26%
29% (2022)
Diversion from Landfill
100%
100% (2022)
Figures are for assets directly managed by I-RES. Like-
for-like waste decreased slightly between 2022 and
2023 and is likely to relate to I-RES’ ongoing tenant
engagement activities on waste awareness.
Strategic Report
Supplementary Information
248
Financial Statements
174
Governance
92
58
I-RES
Annual Report and Accounts 2023
SUSTAINABILITY REVIEW
Pillar 2 Protecting the Environment
A summary overview of our key achievements in 2023 and our priorities for 2024 and beyond.
Objectives
2023 achievements
Climate Change
Strengthen resilience
to climate-related
risks including the
setting of long-term
operational carbon
reduction targets
Reduced Scope 1 direct (driven by a non-recurring reduction in
consumption) and Scope 2 indirect GHG emisisons (like for like)
by 59% and 0.3% respectively.
Completed a design study and trial for retrofits of heating systems,
evaluating the feasibility of upgrading heat pumps at certain properties
in our portfolio to improve energy efficiencies and costs
Commenced the initial review of assets for water submeter installation
for conservation insights
Renewed Building Energy Rating (BER) certificates across the portfolio in
compliance with regulatory expiration requirements to maintain energy
performance transparency
Expanded the due diligence checklist for acquisitions to assess key ESG
criteria, including flood risk analysis, environmental site assessments,
and sustainable land use factors
Environmental
Management
Enable the portfolio to
make a measurable
contribution to
the environment,
beyond legislative
compliance
Conducted walkability assessments for all properties to evaluate access
to public transport, shops, restaurants, parks, and other amenities
Pursued Wired Score digital connectivity certification for select buildings
to validate digital connectivity infrastructure
Expanded sustainability initiatives and transportation facilities,
including solar panels, electric vehicle charging stations, and
secure bike storage facilities
Maintained 100% renewable electricity procurement for all common
areas under direct management
Completed a gap assessment of our current environmental
management approach against ISO 14001 EMS standard requirements
to inform potential future certification
Sustainable
Supply Chain
Minimise our
environmental
impact and deliver
community benefits
through better
selection of products
and services
Formal supplier engagement program implemented requiring
acknowledgment of I-RES ESG policies and code of conduct to ensure
alignment – 50% of Tier 1 suppliers now aligned
Incorporated sustainability criteria with weighted scoring into all tender
processes to select suppliers committed to ethical practices and
environmental standards
Expanded supplier tender review metrics to include detailed questions
on emissions, waste diversion performance, Diversity & Inclusion policies,
and other ESG disclosures
Received the Fitout of the Year award for the sustainable fitout
of The School Yard
59
Priorities for 2024 & beyond
Complete life cycle assessments for all properties to create data-driven net-zero carbon transition
pathways tailored to each asset
Set science-based emissions reduction targets over the next three years to align with our
commitment to achieve Net Zero by 2050
Implement pilot retrofit projects at select properties to demonstrate the viability of our
decarbonisation measures, including heat pump upgrades
Further embed emissions tracking and identify efficiency opportunities through technology use
Incorporate the analysis of physical and transitional climate-related risks and opportunities into
business processes and financial planning
Collaborate with Irish Water to install metering and commence centralized water usage data
collection for conservation
Develop formal sustainable building operations policies and procedures covering issues like green
cleaning, sustainable landscaping, and circular economy guidelines
Expand green building certifications across our portfolio, where feasible
Optimise energy and water efficiency in tenanted space through engagement campaigns and
educational programs spotlighting conservation best practices
Leverage building automation systems and smart controls to maximise efficient operations and
meet strict internal sustainability KPIs
Maintain zero waste to landfill status, increase % waste recycled and reduce contamination rates
Identify opportunities to further enhance biodiversity and biophilic elements such as native plants,
bird boxes, and natural materials
Expand our formally documented environmental management system procedures aligned with ISO
14001 and continue leveraging the framework to guide project delivery
Issue a supplier ESG questionnaire for existing partners focused on quantifying Scope 3 impacts,
identifying emission reduction opportunities, and driving collective action towards documented
science-based targets
Conduct formal sustainability training sessions for top vendors to educate them on I-RES’ ESG vision,
priorities, and performance expectations as a client through a third-party training provider
Establish responsible and sustainable procurement standards covering issues like materials
selection, recyclability, recycled content, and circular design principles
Integrate procurement under sustainable certification schemes where possible
Proactively evaluate new products, technologies, and partnership opportunities to drive innovation
and accelerate progress against our net-zero carbon and circular economy commitments
Strategic Report
Supplementary Information
248
Financial Statements
174
Governance
92
MAXIMISING
SOCIAL IMPACT
I-RES are committed to the integration
and wellbeing of all our residents
and surrounding communities. All
of our properties are strategically
connected to public transit networks
and proximity to local amenities,
schools and workplaces. Investing
in locations with robust connectivity
and accessible local services has
been a core principle of our
investment policy.
60
I-RES
Annual Report and Accounts 2023
SUSTAINABILITY REVIEW
Building
Communities
We are dedicated to achieving customer
service excellence and providing safe, secure,
comfortable and high-quality homes and
fostering vibrant communities for our residents.
We ensure this is achieved through ongoing
resident engagement, where we seek to
understand and meet their needs.
A well located and connected
portfolio
We invest in well located assets that benefit from
nearby amenities. We understand that our residents
may work in hybrid or remote roles where their
home is their workplace for part of the week. For this
reason, during 2023, we invested in the expansion
and enhancement of digital connectivity across
our portfolio.
61
Our Resident Promise
QUALITY
We are committed to delivering for our
residents and stakeholders, and take pride in
the quality of our service and the expertise of
our team.
PEACE OF MIND
We appreciate the trust placed in us to provide
and maintain safe homes. We also recognise
our responsibility towards our stakeholders and
hold ourselves to the highest standards on their
behalf.
SUSTAINABILITY
We are committed to responsible business
that minimises our environmental impact and
maximises our contribution to the community.
SERVICE
We act with empathy and inclusiveness
towards our residents, stakeholders and our
team.
COMMUNITY
We work in an agile, innovative, responsive way
to maximise social value for our residents and
the business.
Strategic Report
Supplementary Information
248
Financial Statements
174
Governance
92
62
I-RES
Annual Report and Accounts 2023
SUSTAINABILITY REVIEW
NAOMH ÓLAF GAA
I-RES has been a cornerstone
sponsor of Naomh Ólaf
GAA since 2017, an inclusive
community club in Sandyford
where I-RES provides 700
apartments. The club has
a sustainability charter in
place and a strong focus on
community outreach which
very much aligns with our own
sustainability approach.
The partnership supports
Naomh Ólaf in its mission
to promote the health and
wellness of its 2,600 members
ranging from junior camogie
players all the way through to
Dublin County Senior.
Pictured: A winning Naomh Olaf’s ladies
football team
Sustainable and Inclusive
Communities
We actively engage and contribute to the
communities in which we operate through
continuous collaboration and placemaking
in our residences. This involves ongoing
engagement with community groups, local
business bodies, NGOs and sports clubs.
Our stakeholder engagement programme
has identified key groups within these
communities where we can provide
support throughout the year.
63
CITYWISE EDUCATION
This year we launched our
partnership with Citywise
Education in West Dublin.
Citywise Education is an
educational charity based in
Tallaght, Dublin. It focuses on
character-building, education
and sporting programmes
for children, with the aim
of enhancing educational
achievement in the areas
where they operate.
Pictured: Meeting the Students at Citywise
Education
BALLYFERMOT MEN’S SHED
As part of our programme we
engaged the Ballyfermot Men’s
Shed - a local community
group which forms part of a
larger grassroots operation in
Ireland who provide men with
the opportunity to maintain
and improve their wellbeing
on their own terms and within
their communities. The group
built a large bug hotel for our
Coldcut Park development
which was installed during a
resident engagement day at
the development.
Pictured: Bug Hotel at Coldcut Park
Strategic Report
Supplementary Information
248
Financial Statements
174
Governance
92
64
I-RES
Annual Report and Accounts 2023
SUSTAINABILITY REVIEW
Pillar 3 Building Communities
A summary overview of our key achievements in 2023 and our priorities for 2024 and beyond.
Objectives
2023 achievements
Customer
Engagement
Measure and
maintain a high
level of customer
service and resident
engagement
ensuring positive
social impact
Successfully launched the I-RES Living resident mobile app with an 80%
adoption rate among residents, and 85% willing to recommend the
user-friendly platform
Conducted customer service training for all property management staff
to promote positive interactions and enhance the resident experience
Amplified ESG Awareness through strategic partnerships such as Voice
Ireland, to deliver key environmental initiatives and social impact
program for residents
Established a KPI dashboard for engagement participation rates, digital
adoption, and event feedback to measure and improve programming
success
Hosted/organised ongoing resident programmes throughout the year,
including workshops on well-being, education on energy conservation,
and various community engagement activities to foster connection and
support among residents
Community
Engagement
Social Impact
Measure social value
to ensure long term
positive contribution
to the communities
where I-RES operates
Provided donations, volunteering and active partnership support to
numerous impactful community organisations and charities, including
Naomh Olaf, Dragons at the Docks, and Co-operation Ireland
65
Priorities for 2024 & beyond
Enance the I-RES Living app by adding new functionalities – such as waste diversion tools, promoting
circular economy principles, community event listings, and fully integrating with the property
management platform Yardi based on user feedback
Create annual customer service improvement plans per findings from resident satisfaction surveys
to continually advance and enhance the experience and exceed resident expectations
Implement engagement initiatives informed by survey results featuring local neighbourhood-
specific programmes, events, and app functionality additions
Expand social impact data tracking across operations and assess methodologies for quantitative
valuation to guide strategy
Continue to cultivate formal partnerships with local charities and community groups to co-host
educational events, fundraisers, and drives, amplifying our collective social impact
Evaluate the feasibility of formal social value assessments like Social Return on Investment (SROI)
analysis to benchmark and inform future community initiatives
Strategic Report
Supplementary Information
248
Financial Statements
174
Governance
92
66
I-RES
Annual Report and Accounts 2023
We fully embrace digital transformation
within I-RES to drive innovation through
technology and transform our business
and the resident experience. Since 2022,
we have strategically invested in the
creation of I-RES Living, our unique vertically
integrated operating platform.
I-RES Living combines market-leading technologies with
our 95-strong team, alongside our country-leading local
knowledge as the leading and most-experienced professional
private residential landlord in Ireland. The I-RES Living Platform
has already significantly transformed our operations and
opens up further opportunities for the evolution of our digital
transformation roadmap.
CASE STUDY
85%
Satisfaction Rate
A major milestone in 2023
was the launch of our
I-RES Living mobile app
and web portal across the
whole portfolio. Within six
months we had almost
80% coverage (at least one
user per apartment) across
I-RES homes and an 85%
satisfaction rate.
The I-RES
Living Platform
67
For the business, the I-RES Living platform
digitises many of our existing customer
onboarding, relationship management and
engagement processes, and also opens up
opportunities for real digital transformation:
CLICK-OF-A-BUTTON
COMMUNICATIONS
e.g., we now have almost 80%
coverage (at least one user
per apartment) on the I-RES
Living mobile app – providing
access to our services and
latest updates at the touch
of a button.
360 DEGREE VIEW
OF CUSTOMER
e.g., a service request raised
on the I-RES Living app can
be handled directly by one of
our in-house maintenance
teams using a tablet, and
the entire request is tied
to our procurement and
accounting processes and
also recorded as part of the
resident lifecycle. With the
launch of our new website,
we can track the end-to-end
resident experience from
initial contact to move-out.
REDUCED DATA ENTRY
AND PAPERWORK FREES
UP RESOURCES AND
MINIMISES WASTE
- e.g.,
digital-based inspections &
turnovers will deliver savings,
with accuracy and speed
as there is no more data
re-keying - we are saving
printing, handwriting, signing,
and scanning individual
attachments to units. These
system improvements free
up time for more value
adding activities for the
business and our residents.
SIMPLIFIED PROCESS
FLOWS IMPROVES
SERVICE LEVELS
e.g. automated bank
reconciliation has replaced
a huge ongoing and onerous
task - providing more peace
of mind for residents and
improved collections data
and reduced resource
requirements for I-RES.
BETTER INFORMATION
ENABLES BETTER
DECISION-MAKING
e.g.
increased efficiencies in
reporting, more detailed
information, means ability
to generate more and
better reports that our team
can look at earlier – giving
more time for analysis and
decision-making.
GROWTH
OPPORTUNITIES
It also creates specific
opportunities to provide
third-party services, and
a capital-light property
management model to
scale our platform and
grow our business.
ESG BENEFITS
These paperless & cloud-
based systems also
contribute towards Scope 1
emissions reductions
and furthermore opens
pathways to address our
Scope 2 (utility) targets
using other functionality
within the Yardi system.
The I-RES Living
Platform has
already significantly
transformed our
operations and
opens up further
opportunities
for the evolution
of our digital
transformation
roadmap
COUNTRY-LEADING
SECURITY &
COMPLIANCE
Management of our
Residential Tenancies
Act requirements is built
into the system, while
the resident application
process streamlines new
resident onboarding and
ensures data security and
GDPR compliance, reducing
reliance on email and
manual deletions of
Personal Information.
INTEGRATED SYSTEM
Combining datasets into
one platform provides better
insights, improves data
integrity and enables more
efficient processes.
68
I-RES
Annual Report and Accounts 2023
CASE STUDY
Adding value through
our commercial tenants
At the launch of state-of-the-art Sigmoid Sports Golf Training
Centre in Sandyford (L-R): Margaret Sweeney, I-RES CEO; Rob Browne,
Sigmoid Sports Managing Director; Emer Reilly, I-RES Commercial
Director; David Kearney, Sigmoid Sports, Co-Founder and Director;
Claire Percy, I-RES Head of Communications; Stephen Mulcair,
I-RES Analyst.
69
Alongside our residential portfolio,
we operate 275,000 sq feet of
commercial property, with 45
units across our portfolio, in
attractive well-connected locations
in established communities.
We work with a huge range of quality commercial
tenants, adding great services and amenities to the
communities where we operate. This year, we signed
a number of new commercial tenants, including new
food service outlets, a women’s physiotherapy clinic
and also Sigmoid Sports, a state-of-the-art Indoor
Golf Centre in Sandyford.
Sigmoid Sports is an Irish athlete management and
events company who entered into a long-term lease
in Sandyford for some 3,000 sq. ft. at Beacon South
Quarter. This followed a planning permission change
from retail to leisure usage, enabling them to develop
the indoor golf centre and ancillary retail outlet – an
innovative use of an available space.
Sigmoid HQ operates an indoor golf centre that
features a number of bespoke indoor golf simulators
equipped with TrackMan technology, the world’s
leading developer of radar tracking technology for
use in golf performance analysis. The space also
includes; an indoor putting green delivered to top
golf course standards, Sigmoid Apparel’s first retail
store, a Coffee Bar serving specialty coffee and a
Performance Room which is available for physios,
sports psychologists, coaches, dieticians etc. to rent
on an hourly/daily basis. Sigmoid, who work with a
number of professional golfers on the LPGA and Ladies
European Tours, will offer customers - from beginners
to elite players - the opportunity to have fun as well
as improve their golf game, by booking simulators for
personal use, attending golf classes, playing in golf
leagues, or opting for custom golf club fittings.
The addition of Sigmoid HQ brings a new leisure and
health amenity to the Sandyford District. It also builds
upon I-RES’ longstanding presence in the area.
Here
since 2014, I-RES has 700 apartments and several
other commercial tenants in this area.
The transformation of this space into a unique, state-
of-the-art indoor golf centre is a testament to the
ambition of the teams involved, and we are proud to
have partnered with Sigmoid HQ to deliver this new
amenity to the Sandyford District. This new leisure
destination will add to the area’s footfall, supporting
local businesses and the local economy as well as
providing amenities for residents of the area and the
wider region. In line with our strategy, we will continue
to review opportunities to drive additional revenue
streams from our portfolio that will deliver long-term
value for the business.
70
I-RES
Annual Report and Accounts 2023
CASE STUDY
Making a
difference
with Dragons
at the Docks
I-RES team
at Dragons
at the Docks
71
Through six years of Dragons at
the Docks, we have been able to
provide homes for more than 50
people and families who have been
through the trauma of homelessness.
Our ultimate goal in Dublin Simon
Community is to end homelessness
and it is only with your support that
we have been able to do this for these
50 people and families.
In 2023, a donation of €250,000
brings total donation to over
€1.2million Funds raised this year
will support Dublin Simon to acquire
and develop up to 5 homes allowing
more people to exit homelessness.
Using innovative funding models
Dublin Simon can leverage donations
to acquire homes. Under a new
model, every
€50,000 raised provides
the initial funding required for
Dublin Simon to acquire a
further property.
In 2022, there were 715 adults and
children living in our independent
houses, an increase of 13% year-
on-year. This would not be possible
without the support of the Dragons
At The Docks.
Catherine Kenny
CEO of the Dublin Simon Community
I-RES CONTRIBUTION
I-RES was a founding partner
of this important event, and
has been a cornerstone
sponsor since its inception
and has fielded a team
of employees for every
occasion.
DRAGONS AT
THE DOCKS
Established in 2017, the annual
Dragons at the Docks is a
flagship fundraising event
for the Irish property industry.
Held annually in the Grand
Canal area of Central Dublin,
the event sees 60-80 teams
of people from across the Irish
real estate sector compete in
dragon boat racing to raise
vital funds for charity.
SIMON COMMUNITY
During Covid, the Dragons
pivoted to an online format
which raised €100,000, but
the in-person event has
now resumed, and the 2023
event saw 750 participants
in 68 teams across 7 sectors
raising €250,000 solely for
Dublin Simon Community.
€1.7 MILLION RAISED
Over the past 7 years,
Dragons at the Docks has
raised over €1.7 million for
Dublin Simon Community,
Aware, ALONE, ISPCC,
Women’s Aid and other
charities.
72
I-RES
Annual Report and Accounts 2023
At I-RES we are committed to supporting local communities and
are delighted to partner with all island peace-building organisation
Co-Operation Ireland on their Future Leaders programme.
CASE STUDY
Developing future leaders
with Co-Operation Ireland
Young Leaders Workshop
73
Co-operation Ireland works to build a shared
and cohesive society by addressing legacy
issues of the conflict and facilitating contact
and collaboration between people from
different backgrounds across these islands.
Their programmes are primarily targeted at
young people and marginalised communities
which have experienced the worst impacts of
the conflict. The Future Leaders programme,
with which I-RES is involved, is an accredited
leadership programme connecting emerging
leaders and building the next generation of
peacebuilders on the island of Ireland.
Each year, many of the I-RES team act as
mentors and ambassadors with students of the
programme, contributing skills and knowledge
to the students via various workshops and
activities. This mentorship also benefits the I-RES
team from a personal development perspective
through their engagement with participants.
In 2023 we worked with Co-operation Ireland
to develop a 2-day intensive workplace
immersion for a group of young leaders where,
our employees provided the chance for the
students to participate in a range of workshops,
activities, offsite partner visits and interactions
in an environment completely removed from
the everyday and experience aspects of the
corporate world and imagine what might be
possible for their future.
74
I-RES
Annual Report and Accounts 2023
RISK REPORT
The Board has reviewed
the effectiveness of the
risk management and
internal control systems
and is satisfied that they
are operating effectively.
Risk Management Approach
Managing risk is an integral part of our business and
a key to the successful long-term delivery of I-RES’
strategic objectives. I-RES recognises that its ability
to manage risk effectively continues to be central
to its success. While our risk appetite is dynamic and
can vary over time in general the Group maintains
a conservative approach to risk appropriate to our
overall strategic objective of delivering long-term
sustainable value.
While the Board is ultimately responsible for risk
management within the Group, it has delegated
responsibility for monitoring certain key areas to
Board Sub Committees as outlined in the table
on page 75.
The Board has set out delegated responsibilities and
procedures for the management of risk across the
Group. The risk management process is designed
to identify, evaluate, and respond to the significant
existing and emerging risks that I-RES faces in
pursuing its strategic objectives.
While risk can never be fully eliminated, the process
aims to understand and appropriately manage and
mitigate identified risks, and in that context therefore
can only provide reasonable, but not absolute
assurance that risks will not materialise.
In approaching risk management, I-RES actively
looks to both manage risk exposure but to also ensure
that we make the most of opportunities that arise
from a dynamic and changing market environment.
The Board recognises the reality that it has limited
control over many of the external risk factors it
faces such as macroeconomic, geopolitical, political,
or regulatory change. However, the Board does
actively consider the potential impacts of such
changes for the business and what consequential
actions may be required.
The more internal facing risks are actively monitored
by the Board to ensure that appropriately designed
controls are in place and operating to manage them.
75
The Board carries out a review of the effectiveness
of the Group’s Risk Management and internal control
systems at least annually. In addition, the principal
risks are subject to review as part of the half-year
reporting cycle. All risk commentary is subject to
review and challenge by the Senior Leadership Team
prior to discussion with and approval of the Audit
Committee and the Board.
Further detailed commentary on the principal risks
facing the Group which the Board have determined
could impact the achievement of our strategic
objectives, and any change in the profiles of those
risks are set out from page 82.
The Groups consideration of viability and going
concern are set out on page 80.
Governance, Risk Management and Internal Control Systems Overview
Governance Overview
Shown below is how responsibility for governance and risk management is cascaded down into the
Group.
Under its Governance Framework (page 102) the Board is
supported by four sub-committees in discharging its duties.
The Board relies on the Audit Committee to assist with certain
responsibilities relating to internal controls, risk management
and reporting. Refer to the Report of the Audit Committee on
pages 112 to 119 for the procedures established by the Audit
Committee to discharge these responsibilities.
Board
Committees
The Board has overall responsibility for maintaining and
monitoring the Group’s system of risk management and
internal control and assessing its effectiveness. Such a system
is designed to identify, manage, and mitigate financial,
operational and compliance risks inherent to the Group and
allow the Group to meet its strategic objectives.
Board
Management within I-RES is responsible for designing,
implementing, and operating an effective system of internal
controls to identify, mitigate and manage key risks facing
the Group and allowing it to meet its strategic objectives. All
functions oversee risks in some respects in carrying out their
day-to-day responsibilities.
Management
Financial Statements
174
Governance
92
Strategic Report
Supplementary Information
248
76
I-RES
Annual Report and Accounts 2023
Three Lines
of Defence
The Group employs a three
lines of defence approach to
risk management in line with
established best practices.
This approach has been
implemented to ensure
there is clear ownership and
delegation of responsibility
for the management and
oversight of risk throughout
the Group.
The risk management
framework informs strategic
planning at both Group
and Business area levels
and includes climate-
related risks.
1ST LINE
Management & Employees
Executive and Operational Management are
responsible for risk identification, managing the
internal control environment and monitoring
changes in the risk profile.
2ND LINE
Risk & Compliance
Group functional teams ensure the first line is
operating as designed, manage performance
reviews and facilitate risk assessments. This
includes Finance, Legal, Risk & Compliance and
IT & Cyber Security.
3RD LINE
Internal Audit
Group Internal Audit along with other external
assurance providers perform reviews which
provide independent assurance over the
operation of the internal control framework,
risk management systems and governance
processes.
77
Delivery of risk and control processes is supported by a combination of experienced personnel in key positions,
clearly documented and communicated processes and procedures, and enabling technology to support
operational delivery.
Entity Level Controls
Policies and Procedures
Process Controls
Board oversight of
Management and financial,
operational and compliance
matters
Experienced personnel and
oversight established by
Management
Tone at the top
Defined structure and clear
lines of authority
Communication and
disclosure controls such as
management meetings and
compliance certifications
Corporate governance
policies
Code of Conduct and
Employee Handbook
Signing Authority and
Delegation
Policy governing day-to-day
transactions and larger
corporate initiatives
Risk management and
regulatory monitoring
practices
Investment decision policies,
including due diligence
policies and procedures
Financial reporting and risk
management processes
Asset valuation procedures
Operations policies and
practices
Information technology
and security policies and
procedures
Preventative, detective
and corrective financial,
compliance and operational
transaction level controls
Information technology
controls surrounding key
financial and operational
systems
Establishing and monitoring
budgets and business plans,
including consideration of risk
Monitoring of financial
results and key operational,
financial and compliance
performance indicators
(e.g., net asset value, net
rental income, capitalisation
rates, occupancy, average
monthly rents, gearing and
debt covenant compliance,
revenue collectability and REIT
status compliance)
The risk assessment and management process
incorporates both a top-down and bottom-up
evaluation to identify key risks that require to be
actively monitored and mitigated. The output
from this process is consolidated to determine
the principal risks and uncertainties for the Group,
which are subject to review and challenge by
senior management prior to submission to the
Audit Committee and Board for discussion and final
approval. The results of this risk assessment process
and a summary of the key and emerging risks in the
risk register are reviewed with the Audit Committee
and the Board on a quarterly basis. The risk
assessment process and risk register also assist the
Board in determining the Group’s principal risks and
uncertainties, which have been included on pages
82 to 91.
Key process owners are responsible for maintaining
a risk register consisting of key strategic, operational,
financial, compliance and regulatory risks impacting
the Group along with associated mitigating controls.
Throughout the year, the risk management function
meets with process owners to maintain the risk
register and incorporate any changes to risks,
including any new or emerging risks and mitigating
factors or controls. This risk register and related
assessments include content and discussion relating
both to principal risks as well as other key business
risks, including emerging risks. While emerging risks
may not always become principal risks, they are
identified and monitored throughout the year by
process owners, since they may require actionable
mitigation activities. In addition to discussion with
process owners, the risk management function
may also seek guidance from outside advisors
in relation to certain inherent, external, technical,
or emerging risks.
I-RES’ Risk Management function is also responsible
for assessing the Group’s risks that require insurance
and ensuring that adequate cover is procured
to protect the Group from significant exposures.
From time to time, I-RES’ risk management
function engages third party expertise to assist it in
carrying out risk assessments and to provide risk
advisory services, as well as in procuring optimal
insurance coverage for the Group on the most
cost-effective basis.
Financial Statements
174
Governance
92
Supplementary Information
248
Strategic Report
78
I-RES
Annual Report and Accounts 2023
The Board is satisfied that I-RES’ risk management
function has the necessary authority, resources,
expertise and access to relevant information to fulfil
its role and is operating effectively as at the date of
this Report.
The Group has established an internal audit function
to assist the Audit Committee and Board assess
the effectiveness of the Group’s risk management
and internal control systems. This role is currently
outsourced to the professional services firm
EY Ireland.
The mandate of the internal audit function includes
auditing the design and operating effectiveness of
key operational, financial and compliance related
internal controls making up risk mitigation activities.
The internal audit function has adequate authority
and access to personnel, processes, and records to
perform its work and meets with the Group’s external
auditor to discuss internal control and audit matters.
Additionally, the Group’s external auditor has access
to the internal audit function’s findings and reports.
Effectively
managing Health
& Safety risks is
a priority
The internal audit function presents quarterly to the
Audit Committee on its work related to the internal
controls of the Group. The Audit Committee has
direct access to the internal audit function through
quarterly Audit Committee meetings, including in-
camera sessions as required.
2nd and 3rd line oversight and challenge support
the organisation in growing profitably, responsibly,
and sustainably by challenging how the 1st line
manages our risk exposures.
Furthermore, the Audit Committee plays a key role
in assessing the annual internal audit plan proposed
by the internal audit function and in reviewing any
significant findings resulting from the audit work
carried out under this plan.
In addition to the above, I-RES engages third party
expertise, where needed, to assist in carrying out
processes and to provide advisory services.
The Board has appointed two independent external
third-party valuation firms to complete valuations
of the property-related investments of the Group.
Management reviews the assumptions and inputs
used by the third-party valuation firms, as well as
the results of their valuation process. Additionally,
the Group has a rotation policy for its third-party
valuation firms.
In respect of key IT infrastructure and Applications,
I-RES utilises two recognised industry leading
providers in Microsoft and Yardi to provide best in
class, resilient cloud-based platforms to underpin
our operations. In addition, specialist expertise is
in place in the areas of IT and Cyber strategies,
and operational management of the platforms,
to support our internal team in assuring the
confidentiality, integrity and availability of the
Group’s infrastructure and key systems.
Shown overleaf is an overview of the assurance
activities undertaken within the Group that,
taken together, provide assurance to the Board
that the governance and control activities are
operating effectively.
Considering the information on principal risks and
uncertainties provided and the ongoing work of the
Audit Committee in monitoring the risk management
and internal control systems on behalf of the Board,
the Board:
is satisfied that it has carried out a robust
assessment of the principal risks and emerging
risks facing the Group, including those that would
threaten its business model, future performance,
solvency, or liquidity; and
has reviewed the effectiveness of the risk
management and internal control systems,
including all material financial, operational and
compliance controls (including those relating to
the financial reporting process), and no material
failings or weaknesses were identified.
79
Management
Reporting
Board Reports
Annual Reports
Management Reporting
Periodic Reports
SOURCES OF ASSURANCE FOR THE BOARD
Board Committees
Board delegates certain
areas to key Committees
while retaining overall
responsibility
Quarterly meetings with
related reporting
Internal Control
Outputs from established and
stable internal control and
reporting systems that are
subject to a 3 lines of defense
review
Also includes reports from
Internal (IFML) and external
sources (BNP/valuers etc.)
Risk & Compliance
Review and oversight of
management’s day to day
responsibilities for adequate
internal control, etc.
Independent reporting to
Board committees on any
issues identified
External Auditor
Annual interim review and final
audit process with key focus on
compliance with accounting
reporting requirements and
provision of a true and fair view
Ensure independence of
Statutory External Auditor
Internal Audit
Review of key risk areas.
Reporting on the annual
work programme, follow up
on remediation actions
BOARD OF
DIRECTORS
Strategic Report
Governance
92
Financial Statements
174
Supplementary Information
248
80
I-RES
Annual Report and Accounts 2023
Going Concern Statement
The Directors, after making enquiries, reviewing
assumptions, and considering options available,
have a reasonable expectation that the Company,
and the Group have adequate resources to continue
operating for at least 12 months from the date of
approval of the financial statements.
For this reason, the going concern basis of
accounting continues to be adopted in preparing
the financial statements included in this Report.
The Group’s projected financial results and current
position as set out in the statement of profit or loss
and other comprehensive income, statement of
financial position and statement of cash flows are
rigorously tested by management and the Directors.
Sensitivity analysis has been applied to reflect
the potential impact of some of the principal
strategic and commercial risks of the Group, as
described on pages 82 to 91. The principal strategic
and commercial risks that were factored into the
analysis were the economy, inflation, and regulation/
legislation. Sensitivity analysis included stress testing
for a decline in revenues to ensure the Group has
sufficient cash resources to continue in operation for
at least the next 12 months given the ongoing volatile
macroeconomic and geopolitical landscape and
its potential impact on the overall economy.
After reviewing assumptions about future trading
performance, valuation projections, capital
expenditure and debt requirements expected and
the options available to it, the Directors have a
reasonable expectation that the Group will have
sufficient funds available to meet liabilities as well
as other planned expenditures as they fall due in
the foreseeable future. The Directors also considered
potential business, credit, market, and liquidity risks,
including the availability and repayment profile of
bank facilities and other debt obligations, as well
as forecast covenant compliance. Based on the
above, the Directors continue to adopt the going
concern basis of accounting for the preparation
of the financial statements for the year ended 31
December 2023.
Viability Statement
Assessment of Prospects
The Group’s current strategy is outlined from page
32. As outlined the Group has entered a Strategic
Review to consider and evaluate all strategic options
that may be available to maximise and unlock value
for Shareholders. The Board remains committed
to executing on its existing strategy of operational
excellence, value maximising portfolio management,
disciplined capital allocation, and sustainability whilst
the Strategic Review is in progress and this is reflected
in the Viability Assessment.
The Assessment Period
The Group’s viability assessment includes the budget
for the next financial year, together with a forecast for
the following two financial years. Achievement of the
one-year budget has a greater level of certainty and
is used to set near-term targets across the Group.
The achievement of the three-year plan is less certain
than the budget but provides a longer-term outlook
against which strategic decisions can be made.
The Directors concluded that three years was an
appropriate period for the assessment given that this
is the key period of focus within the Group’s strategic
planning process, and it fits well with the Group’s
development cycle. The objectives of the strategic
planning process are to consider the key strategic
choices facing the Group and to build a consolidated
financial model with various stress scenarios,
considering the principal risks and uncertainties
facing the Group.
The Assessment and Key Assumptions
Detailed financial forecasts are prepared and
subjected to a rolling forecast process throughout
the year. Subsequent years of the forecasts are
extrapolated from the first year, based on the overall
content of the strategic plan. Progress against
financial budgets and key objectives is reviewed in
detail monthly by the Group and shared with the
Board on a quarterly basis. Mitigating actions are
taken, whether identified through actual trading
performance or the rolling forecast process. The key
assumptions within the Group’s financial forecasts
include organic revenue growth supplemented
by investment in acquisitions and development,
supported by market trends, impact of inflation on
our cost base, projected interest rates and valuation
of our portfolio.
Assessment of Viability
The Viability assessment has considered the Group’s
profitability, capital values, LTV, cash flows and other
key financial metrics over the period. These metrics
are subject to sensitivity analysis, in which the
81
underlying assumptions are flexed based on some
of the principal risks of the Group, as described
on pages 82 to 91 to reflect a comprehensive
range of outcomes, particularly assessing the
Group’s REIT and financial covenants. Under the
stressed scenarios, the Directors believe that the
Company can mitigate for liquidity and cash
flows by a reduction in discretionary capital
expenditure, disposal of assets and deferral of
future commitments. In addition, repair, and
maintenance expenses and property management
expenses, which are two significant components
of the operating expenses are, to a certain extent,
variable expenses that can be managed to reduce
costs. The Group’s LTV which is required to be
maintained below 50% through its debt facilities
and REIT legislation is impacted by changes in the
valuation of our assets. Significant yield expansion
could cause LTV to increase. The Company has the
ability to recycle capital through asset disposals for
the purpose of capital management and balance
sheet management, as is outlined in the Business
Strategy Section of the report on page 32 The
Group is required to consider its debt obligations
by the end of the assessment period, principally the
RCF which matures in April 2026. For the purposes of
the Viability Assessment, we have assumed that the
RCF can be rolled on similar commercial terms to
the current facility.
Our Operational
Management team
is responsible for
risk identification
The Directors have assessed the viability of the
Group over a three-year period to December 2026,
taking account of the Group’s current position
and the potential impact of the principal risks.
While the sensitivity analysis is hypothetical, the
Group has control and mitigation measures. Our
Operational Management team is responsible for
risk identification in place to withstand or avoid
potential unfavourable impacts under the scenarios,
such as reducing non-essential expenditure,
disposal of assets and deferral of acquisitions
and development. Based on this assessment, the
Directors have a reasonable expectation that
the Group will be able to continue to sustain its
operation and meet its liabilities as they fall due
over the period to December 2026, and meet its
financial covenants.
The Group has a strong balance sheet, with no
near-term debt maturities, and currently has
sufficient headroom on its RCF. In making this
statement, the Directors have considered the
resilience of the Group, its current position, the
principal risks facing the business in severe but
reasonable scenarios, and the effectiveness of
any mitigating actions. The Directors also note that
whilst a Strategic Review is underway, no outcome
from this process has been determined that may
have an impact on the assessment over the
forecast period.
Financial Statements
174
Governance
92
Supplementary Information
248
Strategic Report
82
I-RES
Annual Report and Accounts 2023
Principal Risks and Uncertainties
The Directors of the Company set out below
the principal risks and uncertainties that I-RES
is currently exposed to and that may impact
performance under the existing strategic pillars
as set out on pages 34 to 35. I-RES proactively
identifies, assesses, monitors and manages these
risks. The principal risks and uncertainties, along
with their strategic impact on the business and
mitigating factors, have been outlined below. I-RES
has also provided its belief on how the risk has
trended during the year ended 31 December 2023.
Geopolitical Instability, Economy and Inflation
Continuing heightened levels of global instability in economic and geopolitical arenas could lead to a
general weakening of the Irish economy and increasing inflation. The ongoing conflict in the Ukraine,
coupled with the recent escalation of the situation in Gaza continues to cause heightened global
uncertainty with related macroeconomic impacts.
Of key concern are potential negative impacts on the Irish economy generally and on the residential
property sector for the greater Dublin area in particular where the majority of our portfolio is located.
Strategic
Impact
High
Reduced economic activity could have a negative impact on business performance, asset
values and net rental income, which could affect cash flows going forward. In addition,
inflationary increases in respect of input cost and payroll in excess of rent inflation would put
downward pressure on NRI and earnings.
Mitigation
Strategy
On an ongoing basis there is active monitoring of business performance, economic and
macro environment reviews, and residential sector developments, with reports to the Board
on a regular basis. The Board regularly considers the impact of the wider economic and
macro-outlook and its impact on I-RES’s strategy and budgetary processes. We continue
to monitor the impact that changes in inflation and interest rates are having on our sector.
I-RES’s business is primarily focused on the greater Dublin area, which continues to be
economically resilient. Demand for I-RES properties continues to far outstrip supply, with
occupancy of 99.4% as at 31 December 2023, (99.4% at 31 December 2022). There is also
strong continuing focus on active cost control within the day-to-day business operations.
I-RES retains its strong financial position, with a robust balance sheet and ample liquidity.
The business has entered into interest rate hedging arrangements in relation to its Revolving
Credit Facility (RCF) which has resulted in 83% of I-RES’s total drawn debt being fixed at 31
December 2023. I-RES has no debt maturities until April 2026 with laddering out to 2032.
Risk
Trending
Since 31
December
2022
Increasing
The continuing level of global uncertainty, in particular in the European context around the
economic implication of the ongoing conflicts in Gaza and Ukraine, continues to have knock-
on impacts on key economic metrics thereby creating challenging market conditions both
at a national and sectoral level. While inflation has slowed across the euro area the rate of
inflation remains above the ECB target of 2 per cent which triggered another interest rate
increase of 25 basis points by the ECB in September 2023. These continuing uncertainties
are being reflected in impacts on the possible trajectory of key metrics such as interest
rates, energy costs, and inflation levels and the continuing implementation of a conservative
monetary approach by the Central Banks.
Operating cost pressures will continue to emerge during 2024 in response to existing
inflationary pressures.
Strategic Impact
Risk Trending
High
Medium
Low
Increasing
Stable
Decreasing
The risk management process is designed to identify,
evaluate and respond to the significant existing and
emerging risks that I-RES faces in delivering on its
agreed strategy. The process aims to understand and
appropriately manage and mitigate identified risks.
As previously announced the Board is commencing a
strategic review which will revisit the options available
and possible changes to the future strategy of the
organisation. It is expected that the currently identified
risks will continue to be relevant to any future strategy.
The output from the strategic review process once
completed will be evaluated to identify any emerging
key risks and uncertainties that might warrant
inclusion in any future analysis of principal risk in I-RES.
83
Regulatory and Legislative change
That material changes to key legislation, including tax and rent legislation has an adverse impact on
the performance of I-RES.
In recent years, the REIT regime in Ireland has been amended and changes have been made to
the applicable fiscal terms which have resulted in some diminution in the attractiveness of Irish REITs
for international investors. In addition, the Department of Finance is currently conducting a wide-
ranging review of the funds sector as part of its “Funds Sector 2030: A framework for Open, Resilient
and Developing Markets Consultation” which is expected to report during 2024.
Strategic
Impact
High
There is a continuing need for stability in relation to all aspects of the regulatory, policy and
planning environment, to enable companies to accurately factor in the market backdrop in
their investment and operational decision-making. There is currently a range of structural
issues relating to the provision of housing which is resulting in a supply imbalance in the Irish
market. The delivery of affordable residential housing remains a key challenge and there will
continue to be a requirement for well capitalised companies who can both fund large scale
developments and professionally manage these residential units upon completion.
Changes in policies or regulatory requirements can delay or prevent investment decisions,
and impact on the attractiveness of Ireland as a preferred destination for domestic and
international investment. Changes, in Government policies, can materially impact on sector
performance. The industry currently faces an environment of increasing costs of financing
and operation, while at the same time having legislative constraints on revenues. Also, if there
are changes to tax policies and/or the tax treatment of I-RES’s income, these may decrease
the attractiveness of the Company as an investment to current or potential shareholders.
Also, as legislation changes, we may have to incur incremental costs to comply with new
requirements, such as staff training, modification of procedures and technology systems, and
consultations with professional advisors.
Mitigation
Strategy
I-RES takes account of current regulations, rent legislation, as well as the wider economic
environment, in considering its strategy, its investment decisions, expectations of financial
performance and growth.
If any new legislation or regulations are under consideration the impacts are assessed and
I-RES’ strategy is adapted accordingly. When legislation is enacted, relevant staff will receive
training and education in order to ensure compliance with regulations and legislation.
I-RES also monitors and manages costs keeping in mind any limitations on revenue growth.
I-RES engages a public affairs firm to advise in relation to these matters as well as actively
participating in industry groups to ensure ongoing consultation and engagement with
relevant authorities, regulators and government departments on significant policy and
regulatory matters likely to impact on its affairs.
As part of its wider strategy, I-RES is actively engaged with the Irish Government and relevant
departments and regularly contributes to material consultations relevant to the sector, such
as the Department of Finance’s Fund’s Sector 2030 consultation, the outcome of which will be
an important determinant for the future fiscal framework for Irish REITs.
Risk
Trending
Since
31 December
2022
Stable
There continues to be a significant supply constraint in the Irish housing market, coupled with
increasing demand due to population growth and other demographic factors. In September
2021, the Government introduced a new housing policy to 2030, ‘Housing for All – a New
Housing Plan for Ireland’, which is a multi-annual, multi-billion-euro plan to “improve Ireland’s
housing system and deliver more homes of all types for people with different housing needs”.
However, housing continues to be a significant political issue and the Government continues
to look to identify measures to increase direct supply of social and affordable housing
including in partnership with the private sector.
In addition, regulatory restrictions in Ireland imposing annual rent increases of no more than
2% since December 2021 continue to impact on I-RES’ ability to increase rents despite high
demand for properties continuing.
Financial Statements
174
Governance
92
Supplementary Information
248
Strategic Report
84
I-RES
Annual Report and Accounts 2023
Investment and Asset Management
At the core of our success is the need to effectively manage the investment and asset management
activates we undertake.
Investment management involves the ongoing review and optimisation of the portfolio through targeted
value adding acquisitions, development projects, (directly or through Joint Ventures) and disposals with
the aim of maximising returns on the capital invested whether new funding or recycling of assets.
Asset Management comprises those activities involving maintaining and enhancing asset values through
active initiatives in areas such as ongoing investment in the infrastructure to address key deliverables
such as building maintenance and retrofitting and sustainability initiatives. These activities serve to
deliver a best-in-class tenant experience to support revenue maximisation over time.
Investment assets may decrease in value or may require material unanticipated expenditures after
acquisition because of unknown risks and conditions at the time of purchase, including structural
deficiencies or non-compliances with building code.
Investment opportunities in an active growth pipeline are currently limited in the Irish Market and as a
result I-RES may not grow its number of apartments relative to the past if there is a lack of development
and acquisition projects. If growth opportunities are limited, it may impact I-RES’s ability to generate
growing returns for its shareholders.
Strategic
Impact
High
I-RES may not meet its performance targets if it cannot continue to grow and optimise its
overall portfolio, or if there are material cost overruns in excess of budget estimates for
development or maintenance works, unanticipated delays in securing planning permissions
or delays in timelines for construction works associated with new development or
maintenance projects.
Poor decisions in either the investment or divestment of assets may impact on the overall
value of the portfolio. Poor investment decisions may result in material unanticipated
expenditures subsequent to acquisition.
Poor operational asset management may also result in negative impacts on the valuation
and revenue generation capacity of the portfolio.
Mitigation
Strategy
There is also ongoing focus on opportunities for recycling of assets where such projects are
value enhancing through targeted divestments.
Where investments or divestments are under consideration the Group carries out financial,
legal, operational, technical and environmental due diligence on every investment or
divestment opportunity to determine it fits with the Group’s stated investment policy.
Ongoing review is carried out of the anticipated current and future income expectations and
operational costs associated with managing the assets.
The Board must approve material development opportunities prior to commencement and
all material contracts are executed by the Board. The CEO and Board reviews and approves
investment proposals for over €1m including consideration of risks during the due diligence
process. A full review is completed in respect of the anticipated current and future income
expectations and operational costs associated with acquiring and managing assets.
Strategic Impact
Risk Trending
High
Medium
Low
Increasing
Stable
Decreasing
85
Investment and Asset Management
continued
Mitigation
Strategy
continued
I-RES engages subject matter experts in conducting financial, legal, operational, technical,
and environmental due diligence on every investment opportunity (both acquisitions and
development projects) to determine it fits with I-RES’ stated investment policy. I-RES has
in place framework agreements with third party experts for conducting technical and
engineering studies and investigations on potential acquisitions, developments, or forward
purchase contracts as well as engaging specialist property lawyers to conduct legal due
diligence and to advise on purchase and development contracts.
Over the last two years, through the addition of new properties with high sustainability ratings,
and the disposal of properties, individual units and non-income earning assets at or above
book value and significantly above cost, I-RES has strengthened its balance sheet and the
quality of the portfolio.
I-RES is well managed and benchmarked across key cost metrics, including operational
expenditure and general and administrative costs. I-RES maintains cost levels in line with its
comparable European residential peers. I-RES continues to control costs, reflected in ongoing
focus and initiatives to mitigate cost inflation, maximise revenues from the portfolio and to
leverage its operating platform.
Since 2022 I-RES, as a fully internalised and integrated residential business with a strong
operating platform, has greater flexibility and is now in a better position to leverage a range
of options for future growth and ensure it fully utilises and maximises a return on all its assets
including its operating platform (which is now considered a strategic asset in its own right in
this sector).
However, there are clear sectoral issues with the current underlying economic challenges
facing residential property developers that are significantly constraining the availability of an
active pipeline of relevant development projects. These are driven by factors such as revenue
constraints, escalating construction costs, increasing interest rates, accelerating inflation,
ongoing planning challenges and constriction in the capital available to fund schemes.
Risk
Trending
Since
31 December
2022
Stable
Completed assets at competitive cost continue to be in limited supply, and new supply
continues to come online more slowly than expected. I-RES believe that growth opportunities
will be there in the medium to long term for organisations with a strong balance sheet,
access to capital and a proven record of successful acquisition and integration of new
assets into a professionally run portfolio. However, in the short to medium term this impacts
on current growth opportunities.
I-RES has reduced exposure in respect of construction cost escalation as the only currently
active project is the completion of the planned purchase of the last phase of the Ashbrook
project.
I-RES continues to monitor and adapt to impacts on the supply of construction labour and
materials, both for development activity and any ongoing repair and maintenance related
activity.
Financial Statements
174
Governance
92
Supplementary Information
248
Strategic Report
86
I-RES
Annual Report and Accounts 2023
Access to Capital
The ability to access capital may become limited, which would impact the growth strategy of I-RES.
Strategic
Impact
Medium
If I-RES is unable to source debt financing at attractive rates or raise equity, it may not be able
to meet its growth objectives through acquisitions and development or preserve its existing
assets through maintenance or capital expenditures.
Mitigation
Strategy
The CEO and CFO have developed relationships with lenders, both in Ireland and
internationally, which provide ongoing financing possibilities for I-RES.
The quality of the I-RES’ property portfolio and the LTV target of 45% on total assets
(particularly apartments) are attractive credit characteristics for potential lenders, which
to date have facilitated the raising of debt financing. I-RES currently has a revolving credit
facility of up to €500 million and Private Placement Notes of c.€200 million.
I-RES invests in properties that generate a strong rate of return for its investors and, in turn,
increases the attractiveness of its shares and dividends. I-RES actively manages its liquidity
needs and monitors capital availability.
Through pro-active capital management and maintenance of a robust financial position,
I-RES has not needed to raise new capital nor place restrictions on, or withdrawals of, its
dividend policy as a response to the recent challenging market environment.
Risk
Trending
Since
31 December
2022
Stable
As at 31 December 2023 I-RES had drawn on its credit facility in the amount of €373 million
and Notes Private Placement of c.€200 million. I-RES continues to monitor liquidity needs
to ensure that future capital requirements are anticipated and met within the limits of its
leverage thresholds.
Based on its financial position and performance, as well as its relationships with lenders and
current and potential investors, I-RES has the ability to access capital should the underlying
fundamentals and current financial obligations support the business case.
Strategic Impact
Risk Trending
High
Medium
Low
Increasing
Stable
Decreasing
87
Cost of Capital, Interest Rate Increases and Loan to Value Ratio
A fundamental facet of I-RES’ business relates to the cost of capital it deploys and its leverage level.
Interest rate increases and/or property valuation decreases, result in higher debt service costs and
restriction of future leveraging opportunities due to its regulatory requirement to maintain LTV below 50%.
Strategic
Impact
Medium
I-RES is exposed to risks associated with availability of capital (equity and debt) and
movements in interest rates on its floating rate bank debt, as well as movements in property
valuations.
Significant increases in interest rates and the cost of equity, could affect I-RES’ cash flow
and its ability to meet growth objectives or preserve the value of its existing assets. Elevated
interest rates clearly represent a significant downside risk as it impacts both on the costs of
existing borrowing, the cost of raising new funding and the viability and return available from
new opportunities in the market.
Additionally, property valuations are inherently subjective but also driven by market forces.
A contraction in property values could make I-RES too highly geared, which could result in
higher interest costs and potential covenant breaches.
Mitigation
Strategy
I-RES has a proven record of strong financial results. Strong results, combined with being
in a residential industry with a strong underlying market, helps manage our ability to meet
shareholders’ expectations and thus, the cost of equity.
As noted in the access to capital heading I-RES has developed strong relationships with
lenders, both in Ireland and internationally, which provide ongoing financing possibilities for
I-RES.
I-RES’s revolving credit facility is €500 million with the interest margin fixed at 1.75%, plus the
one-month EURIBOR rate. On 11 February 2022, I-RES exercised an option for an extension of
the entire facility with the new maturity date of 18 April 2026.
I-RES completed a private placement of Notes of circa €200 million equivalent in March 2020,
with a weighted average fixed interest rate of 1.92% inclusive of swap costs. The Notes have
a laddered maturity over six, nine, and eleven years, with the first repayment due in 2027. As
of 31 December 2023, I-RES has c.€7 million of cash and €127 million of committed undrawn
debt under its Revolving Credit Facility. I-RES maintains an active programme of engagement
with its debt and equity providers, including an ongoing Investor Relations programme.
I-RES’s net loan to value ratio was 44.3% as at 31 December 2023, below the 50% maximum
allowed under the Irish REIT rules and the financial covenants under I-RES’s debt agreements.
I-RES also manages its headroom on its interest coverage ratio.
I-RES closely monitors property values by updating its property valuations twice annually
using two independent property valuation firms.
Risk
Trending
Since
31 December
2022
Increasing
Capital markets in the early part of 2024 continue to be constrained in terms of overall
liquidity.
Late 2022 and 2023 saw a succession of interest rate increases by central banks across the
world to address rising inflation. This included the European Central Bank who raised their
rates for the first time in 11 years. While there are some positive indicators that the level of
volatility may be stabilising given the continuing uncertainty the risk of further increases
continues to persist.
The valuation of the portfolio as at 31 December 2023, when compared to year end 2022 has
decreased, driven by the successful completion of our asset disposal programme, whilst yield
expansion has resulted in fair value adjustments to the portfolio. A fair value loss has been
recorded in the year ended 31 December 2023 which has negatively impacted the loan to
value ratio. The decrease in valuation is due to a softening of yields particularly driven by the
previously mentioned interest rate increases.
Financial Statements
174
Governance
92
Supplementary Information
248
Strategic Report
88
I-RES
Annual Report and Accounts 2023
Cybersecurity and Data Protection
Failure to have in place appropriate cyber security and data governance frameworks and arrangements,
both internally and with its service providers, could result in the Group’s data being subject to a
cybersecurity attack leading to disruption of service and / or loss of confidential commercial or personal
information.
Strategic
Impact
Medium
Failing to have in place and comply with appropriate cyber security data protection
requirements and practices could lead to outcomes such as disruption of service
unauthorised access to data and possible fraudulent activities surrounding confidential/non-
public business information or personal data, particularly that belonging to I-RES’s residents.
This could result in direct losses to stakeholders, penalties to I-RES for non-compliance,
potential liability to third parties and reputational damage to I-RES. Inadequate security on
systems by IT providers could result in cybersecurity breaches.
Mitigation
Strategy
I-RES continues to monitor for threats posed from the external cyber risk landscape, and to
invest in our controls around information technology. As part of the internalisation process,
there has been a significant focus on cyber capability and IT resilience, with the development
of an enhanced Cyber Security Framework during 2023. This framework forms the basis for
future iterations of I-RES’s Cyber Strategy.
I-RES is responsible for data privacy and protection as a data processor and remains
adaptable either itself or through its sub processors to ongoing technological and legislative
change.
Employees receive regular awareness training on cybersecurity, privacy, and data protection.
Access to personal data is controlled through physical measures (e.g. locked offices
and storage locations, alarm monitoring, cameras), administrative measures (e.g. data
minimisation, data retention policies, data destruction practices, and audits) and IT security
measures (e.g. password protection, firewalls, antivirus software, intrusion detection and
encryption). Cyber security personnel and third-party consultants/advisors are engaged
where required, to assist with assessing the IT environment and cyber risks.
I-RES maintains cybersecurity insurance coverage and continues to monitor and assess risks
surrounding collection, processing, storage, disclosure, transfer, protection, and retention/
destruction practices for personal data.
Risk
Trending
Since
31 December
2022
Increasing
As technological change has occurred at a rapid pace, the inherent risks surrounding
cybersecurity and data protection have also evolved and continue to evolve at an equally
rapid pace. European Union Data Protection legislation (e.g., General Data Protection
Regulation and ePrivacy) is increasing in prescriptiveness, obligation, and administration.
Additionally, issues such as vendor risk complexities, and phishing and social engineering
attempts continue at an accelerating pace due to criminal online “business models” focusing
on high volume/quick hit ransomware deployment and basic financial fraud via wire transfer.
While the external risk is both dynamic and constant, I-RES continues to implement industry
recommended practices to mitigate key cyber and information risk areas.
Strategic Impact
Risk Trending
High
Medium
Low
Increasing
Stable
Decreasing
89
Regulatory and Legal Compliance
The ability to access capital may become limited, which would impact the growth strategy of I-RES.
Strategic
Impact
Low
Potential breaches of laws and regulations could result in litigation or investigations, the
imposition of significant fines, sanctions, loss of REIT status, adverse operational impact, and
reputational damage.
Mitigation
Strategy
There is proactive monitoring of I-RES’s compliance with the rules and regulations across key
areas of activity, including the REIT rules and Tax legislation. This includes an independent
tax review of compliance with the REIT rules. The results of these compliance reviews are
reported to senior management, the Audit Committee and the Board on a quarterly basis, at
a minimum.
Within the business there are legal, risk and compliance personnel who monitor both
compliance with current requirements and any impending or emerging changes in rules and
regulations or tax policies that may impact on the organisation.
There is ongoing monitoring of I-RES’s compliance with the rules and regulations affecting
I-RES status and regular reviews of how I-RES’s planned operations may impact compliance
with these rules. The results of these compliance reviews are reported to the Board on a
quarterly basis, at a minimum.
Risk
Trending
Since
31 December
2022
Stable
I-RES does not believe the risk of non-compliance has changed from last year and the
Audit Committee continues its review and monitoring as well as taking expert advice when
necessary.
Financial Statements
174
Governance
92
Supplementary Information
248
Strategic Report
Strategic Impact
Risk Trending
High
Medium
Low
Increasing
Stable
Decreasing
90
I-RES
Annual Report and Accounts 2023
Environmental Sustainability
Failure to respond appropriately and sufficiently to environmental sustainability risks or failure to
benefit from the potential opportunities could lead to adverse impact on reputation, property values and
shareholder returns.
Strategic
Impact
Medium
There is an increasing exposure to environment and climate-related risks across the portfolio.
The environmental risks/opportunities include, but are not limited to, management of
resource use (energy, water), waste disposal, material sourcing and use, greenhouse gas
emissions and other impacts from operating, maintaining and renovating our properties.
The climate-related risks/opportunities include, but are not limited to, more extreme
and volatile weather events, changes in regulations or government policies, reputation
management, market demand shifts, developing technology and investor pressure and
expectations.
Mitigation
Strategy
I-RES places building a sustainable business at the heart of its strategy, providing and
operating a modern residential asset portfolio with high sustainability features (I-RES
delivered Ireland’s first LEED Gold residential apartment building in 2022). I-RES also embraces
social impact and building communities into its day-to-day operating plans as well as close
liaison with key stakeholders and has been making significant strides on its carbon reduction
programme. This strategy has supported the resilience of the business including during
the COVID pandemic as well as ongoing uncertainties due to inflation, energy crises and
consumer stress from macro-economic movements.
The Board of I-RES has in place a sustainability committee (the “Board Sustainability
Committee”) which among other duties is responsible for developing and recommending
to the Board the ESG strategy, policies, risks, targets, and investment required to achieve the
approved ESG strategy.
Additional working groups have been established to drive management, and asset level ESG
strategy and monitor environmental and sustainability metrics. There is active engagement
between the working groups and the Board.
I-RES produces an ESG Report annually with key data and performance points which are
externally assured and has recently completed a materiality assessment, a key tool to deliver
on its multi-year ESG strategy. There is ongoing monitoring of both supply and demand for
rental apartments in operating areas where I-RES’ investment properties are located, with
reporting on key metrics around investment performance and risk, as well as compliance
with I-RES’ stated investment policy, on a quarterly basis to the Board.
Risk
Trending
Since
31 December
2022
Stable
I-RES and the Board continue to monitor the organisation’s environmental sustainability
performance and mitigating actions and will continue to monitor for changes to legislation,
regulation and policy impacting environmental and sustainability issues.
Additionally, I-RES benchmarks its environmental, social and governance (ESG) reporting
against industry benchmarks.
91
Major Safety, Health or Environmental or Asset Loss Incident
Failure to respond appropriately to a Major Safety, Health, Environmental incident or to the loss of a
material asset leading to adverse impact on reputation, property values and shareholder returns.
Strategic
Impact
Medium
Failure to respond appropriately to a major site-based incident and in particular, failure
to identify, mitigate and/or react effectively to a major health, safety, or security incident,
leading to:
Serious injury, illness, or loss of life
Delays to major building projects
Access restrictions to our properties resulting in loss of income
Inadequate response to regulatory changes
Reputational impact
Could result in impacts in terms of loss of income, impact on share price, loss of stakeholder
confidence and criminal/civil proceedings.
Mitigation
Strategy
Health and Safety is a core consideration in all management activity and the protection of
the health and safety of our tenants, staff and the public are an area of continual focus. I-RES
complies with relevant regulation in particular in key areas such as fire safety and housing
standards.
The operations team is staffed by experienced industry professionals who are based on
site at the locations they are responsible for. In addition to ongoing monitoring of our sites,
procedures also include an annual safety assessment at letting unit level. This team is also
supported where necessary by specialist contractor suppliers in respect of the ongoing
maintenance of our sites. There is also ongoing engagement on Health and Safety issues
with Owner Management Companies (“OMC’s”) and Managing Agents on sites not managed
by I-RES.
All sites are fitted with fire detection systems which are subject to ongoing monitoring and
quarterly testing.
Emergency response arrangements are in place as part of the business continuity and crisis
management framework and are aligned to best practice procedures. Test exercises are
undertaken and lessons learned reviews completed both on those exercises and any actual
incidents that arise from normal operations.
Risk
Trending
Since
31 December
2022
Stable
I-RES has a proven record of the successful management of its portfolio of properties over
an extended period. With successful completion of the internalisation process all elements
of this activity are now within the direct control of I-RES. The safe management of our sites in
compliance with relevant regulations and requirements remains a key and ongoing priority
for the organisation.
Financial Statements
174
Governance
92
Supplementary Information
248
Strategic Report
92
I-RES
Annual Report and Accounts 2023
Board of Directors
94
Corporate Governance Report
100
Report of the Audit Committee
112
Report of the Remuneration Committee
120
Report of the Nomination Committee
150
Report of the Sustainability Committee
158
Report of the Directors
164
Statement of Directors’ Responsibilities
172
Governance
Tara View,
Dublin 4
64
Residential
Units
93
94
I-RES
Annual Report and Accounts 2023
BOARD OF DIRECTORS
Margaret Sweeney
Executive Director and
Chief Executive Officer
Appointed to the Board
23 March 2016
Appointed as CEO
1 November 2017
Margaret Sweeney will not seek re-election to the Board at the
Company’s Annual General Meeting to be held on 2 May 2024
Committees
Sustainability Committee
Skills and Experience
Margaret brings to the Board a wealth of strategic, commercial, M&A, real
estate and public company experience. Margaret is a proven business
leader with significant CEO experience across a range of industries. She
previously led DAA Plc and Postbank Ireland Limited as CEO. She is an
advisory board member of EPRA, a Chartered Director and Chartered
Accountant with 15 years spent at KPMG, including as a Director of Audit
and Advisory Services. She served as Chair of Irish Institutional Property,
until December 2023, supporting active engagement with Government,
policy makers, regulators and key stakeholders in Ireland. Margaret also
has prior experience operating in the regulated fund (including AIFMs)
sector holding Central Bank of Ireland approved roles within the funds
industry. She served as a non-executive director on the board of Dalata
Hotel Group plc until April 2023.
Significant External Appointments
Non-Executive Director of Bank of Ireland Group plc and the Court
of Directors of The Governor and Company of the Bank of Ireland.
Nationality:
Irish
Governance
Financial Expert
Public Company
Boards
Risk
Management
Capital Markets
M&A
Committee Chair
Experience
Sustainability
Real Estate
Regulated
Entities
Government
Relations
Irish Market
Experience
Public Sector
Hugh Scott-Barrett
Independent Non-Executive Director
and Chair
Appointed to the Board
29 September 2022
Appointed Chair
23 February 2024
Committees
Renumeration Committee, Nomination Committee
Skills and Experience
Hugh has significant board experience across real estate, asset
management and banking. He was until 23 February 2024 a Non-
executive Director and Senior Independent Director on the Board of
Balanced Commercial Property Trust Limited, a FTSE250 UK listed REIT.
He was Non-Executive Chairman at the UK specialist property REIT
Capital & Regional plc, having previously served as Chief Executive
Officer of the company for nine years as well as roles held as a Member
of the Board of Directors of GAM Holding AG and Non-Executive Director
Goodwood Estate Company Limited.
Hugh was previously a member of ABN AMRO’s managing Board
serving as Chief Operating Officer and Chief Financial Officer and
before that worked at SBC Warburg and Kleinwort Benson.
Hugh holds a BA in Modern History, University of Oxford.
Significant External Appointments
None
Nationality:
British
Independent
M&A
Real
Estate
Corporate
Finance
Financial
Expert
Committee
Chair Experience
Governance
Executive
Management
Experience
Regulated Entities
Asset
Management
Capital Markets
Sustainability
95
Declan Moylan
Independent
Non-Executive Director
Appointed to the Board
31 March 2014
Appointed as Chairman
31 March 2017
Stepped down as Chairman
23 February 2024
Declan Moylan will not seek re-election to the Board at the Company’s
Annual General Meeting to be held on 2 May 2024
Committees
Nomination Committee (Chair), Remuneration Committee
Skills and Experience
Declan brings to the Board a wealth of legal, international and public
company board expertise. His areas of expertise include real estate,
finance and government relations. He is a solicitor (admitted in Ireland,
England and Wales) and is a former Managing Partner and Chairman of
Irish law firm Mason Hayes & Curran. He has significant chair and board
leadership experience in commercial and not-for-profit organisations
with extensive fund experience from current and previously held Central
Bank of Ireland approved roles within the funds industry.
Significant External Appointments
Chairman of Corum Butler QIAIF ICAV, an investment fund regulated
by the Central Bank of Ireland focused on real estate assets across
the eurozone.
Non-Executive Director of Nitro Software EMEA Limited a subsidiary of
a public company listed on the Australian Securities Exchange in 2019.
Non-Executive Director of Monster Energy Limited, a subsidiary of a
public company listed on NASDAQ.
Nationality:
Irish
Independent
Foreign Direct
Investment
Governance
Government
Relations
Public Company
Boards
Real Estate
Committee Chair
Experience
Corporate
Finance
M&A
Irish Market
Experience
Brian Fagan
Executive Director and
Chief Financial Officer
Appointed to the Board and as CFO
11 April 2022
having acted as Finance Director since
26 April 2021
Committees
None
Skills and Experience
Brian brings to the Board extensive commercial and financial experience,
having worked at board director and senior executive level in private
and public companies across a variety of industries including property
investment and development, healthcare manufacturing and distribution,
oil and gas importation and distribution, agribusiness and manufacturing.
He has significant international property development experience,
having spent seven years as chief financial officer of Island Capital an
international real estate-oriented investment company and sixteen years
as group finance director of Ballymore Group, an international property
development and investment group with operations in Ireland, the United
Kingdom and continental Europe. Prior to that, he worked for DCC plc and
as Finance Director for Flogas plc.
Brian also has experience in the regulated funds sector having
previously held Central Bank of Ireland approved roles. He is a Chartered
Accountant and holds a B.COMM and a post-graduate Diploma in
Professional Accounting from UCD.
Significant External Appointments
None
Nationality:
Irish
Real Estate
Risk
Management
Development
Corporate
Finance
Financial
Expert
M&A
Internal
Control
Regulated
Entities
IT
Irish Market
Experience
Governance
Supplementary Information
248
Financial Statements
174
Strategic Report
8
96
I-RES
Annual Report and Accounts 2023
Denise Turner
Independent
Non-Executive Director
Joan Garahy
Independent Non-Executive Director
and Senior Independent Director
Appointed to the Board
4 May 2023
Committees
Audit Committee, Renumeration Committee, Nomination Committee
Skills and Experience
Denise has significant international experience across property
acquisition, investments, valuations, rent reviews and asset sales. She
spent 3 years as Head of Asset Management Ireland at KanAm Grund
REAM GmbH & Co.KG, a privately managed, German based real estate
investment specialist with current assets under management in excess
of €6 billion. Denise spent 20 years with Savills Ireland, including 11 years
as Director of Savills Commercial (Ireland) Limited with responsibility for
risk, strategy and operations.
Denise is a Chartered Surveyor in Ireland and the UK and has a BSc in
Property Economics and a post graduate Diploma in Company Direction
from the Institute of Directors.
Significant External Appointments
None
Nationality:
Irish
Appointed to the Board
18 April 2017
Committees
Renumeration Committee (Chair), Nomination Committee
Skills and Experience
Joan brings a wealth of experience as a director of public companies
and non-profits with extensive governance experience and knowledge of
remuneration matters in a global context gained over the last decade. She
has served as an Independent Non-Executive Director for approximately 7
years and was recently selected as the Senior Independent Director. She
chaired the Audit Committee from 2017 to 2023 and has been Chair of the
Remuneration committee since the AGM in 2023.
Joan has significant financial services and investment experience having
spent over 30 years advising on and managing investment funds. Joan’s
executive career included roles as a personal financial planner, equity
analyst, fund manager and head of research and she held leadership
roles in the investment and pensions industry including with ClearView
Investments & Pensions, the National Treasury Management Agency
(Ireland), Hibernian Investment Managers and Goodbody Stockbrokers.
She is a former member of the Board of Kerry Group plc, where she held
the positions of Senior Independent Director, Chair of the Remuneration
Committee and a member of the Audit Committee.
She is a Qualified Financial Advisor, a registered stockbroker with an
ACCA Diploma in Accounting & Finance and a Masters of Science, UCD.
Significant External Appointments
Non-executive director of ICON plc, Chair of the Compensation
& Organisation Committee, Member of the Nominations &
Sustainability Committee.
Non-executive director of IPB Insurance CLG, Chair of the Audit
Committee, Member of the Remuneration Committee, Member of
the Investment Committee, Member of the Sustainability Committee.
Nationality:
Irish
Independent
Irish Market
Experience
Real Estate
Regulated
Entities
Capital
Markets
Risk
Management
Financial Expert
Independent
M&A
Senior
Independent
Director
Pensions,
Investments and
Remuneration
Governance
Regulated
Entities
Public Company
Boards
Entrepreneur
Capital Markets
Sustainability
Committee Chair
Experience
Irish Market
Experience
Financial Expert
97
Phillip Burns
Non Independent,
Non-Executive Director
Stefanie Frensch
Independent
Non-Executive Director
Appointed to the Board
23 March 2016
Committees
Sustainability Committee
Skills and Experience
Phillip has extensive senior executive experience with significant knowledge
of real estate and investments. He is the founder and a principal of Maple
Knoll Capital, a real estate principal investor, sponsor and investment
manager. He was CEO and a trustee of European Residential Real Estate
Investment Trust (ERES) (TSX:ERE.UN), an unincorporated, open-ended real
estate investment trust, a position he held as an employee of CAPREIT LP,
which is the majority unitholder of ERES. ERES is Canada’s only European-
focused residential REIT with a portfolio comprised of approximately 7,000
residential units in the Netherlands.
Phillip was CEO of Corestate Capital, an investment manager focused
on distressed real estate transactions in Europe. Prior to this, he was a
Managing Director at Terra Firma Capital Partners, where he specialised
in infrastructure, real estate and credit.
Phillip spent his early career with Goldman Sachs, where he focused
on mortgage finance, real estate and general corporate finance, and
Skadden Arps, where he worked as a corporate attorney.
Phillip holds a Bachelor of Science in Aerospace Engineering, University
of Michigan; and a Juris Doctor, summa cum laude, Syracuse University.
Significant External Appointments
None
Nationality:
American & British
Appointed to the Board
1 July 2021
Committees
Sustainability Committee (Chair), Audit Committee
Skills and Experience
Stefanie has extensive board and senior executive experience in real
estate. She is currently a member of the Management Board of Becker
& Kries Holding, a German family office with significant real estate
investments including 6,000 residential units and approx. 350k sqm
commercial space.
Stefanie was a member of the Supervisory Board of Alstria Office REIT, an
investment trust listed in MDAX. She was also formerly a member of the
Management Board of Howoge Wohnungsbaugesellschaft GmbH, the
municipal housing association in the federal state of Berlin, with 60,000
apartments under management, from 2011 to the beginning of 2019.
Stefanie has extensive ESG experience. She is a director of a number
of associations, including ZIA (the leading professional association
of the German real estate sector), where she is Chair of the CSR and
Sustainability Committee, ICG (Institut für Corporate Governance) a
German Institute in the Real Estate Industry with a specific focus on
social impact, compliance and corporate governance.
In her early career, Stefanie was a partner of EY Real Estate and advisory
services.
Stefanie is an Engineer and Architect.
Significant External Appointments
Non-Executive Director of Hapimag AG, a Swiss company operating
high quality sustainable holiday apartments.
Member of the supervisory Board of the Berlin Zoo (Zoologischer
Garten).
Nationality:
German
Governance
M&A
Public Company
Boards
Regulated
Entities
Real Estate
Restructuring
Financial Expert
Development
Capital Markets
Entrepreneur
Corporate
Finance
Independent
Financial Expert
Real Estate
Regulated
Entities
Governance
Internal Control
Public Company
Boards
Development
Capital Markets
Sustainability
Governance
Supplementary Information
248
Financial Statements
174
Strategic Report
8
98
I-RES
Annual Report and Accounts 2023
Tom Kavanagh
Independent
Non-Executive Director
Appointed to the Board
1 June 2018
Committees
Audit Committee (Chair), Sustainability Committee
Skills and Experience
Tom brings to the Board a wealth of experience in professional practice
having served as partner at Deloitte Ireland. He has wide-ranging
experience in professional practice as a business adviser, corporate
restructuring expert and insolvency practitioner. His practice included
advising on the restructuring of large portfolios of distressed Irish
property assets.
Tom has extensive board experience, having served as a director on
the boards of a number of private companies and was a member of
the board of the Credit Union Restructuring Board (REBO).
He is a Chartered Accountant by profession and his executive education
includes Value Creation through Effective Boards in Harvard Business
School/IESE in 2019 and Sustainability Leadership in Cambridge University
in 2020.
Significant External Appointments
Chair of Chapter Zero Ireland, a community of Non-Executive
Directors that lead Irish boardroom discussions on the impacts
of climate change.
Nationality:
Irish
Independent
Restructuring
inancial Expert
Real Estate
Corporate
Finance
Sustainability
Committee Chair
Experience
Irish Market
Experience
M&A
1
1
1
6
4
2
3
1
4
4
BOARD OF DIRECTORS AGE DEMOGRAPHICS
as at 31 December 2023
50-60
61-70
71-80
BOARD TENURE
as at 31 December 2023
0-3 years
4-6 years
7-9 years
BOARD OF DIRECTORS NATIONALITES
as at 31 December 2023
American/
British
British
German
Irish
99
Priorsgate,
Tallaght
108
Residential
Units
Governance
Supplementary Information
248
Financial Statements
174
Strategic Report
8
100
I-RES
Annual Report and Accounts 2023
The focus of the Board during 2023 from a
governance perspective was on overseeing the
management of the Company through the volatile
macro-economic conditions while also arranging
for a smooth transition to the new Chair and CEO.
In addition, we focused on optimising the systems,
technology and governance framework for
the Company.
There were a number of Board and Committee
changes during 2023. Denise Turner joined the
Board with effect from 4 May 2023 and became
a member of the Audit, Remuneration and
Nomination Committees. Denise brings a wealth
of real estate experience, which complements
the wider European and listed real estate
expertise of our other Board members.
Biographical information about Ms Turner is
included on page 96. As previously announced,
Aidan O’Hogan stepped down from the Board
following our AGM in May 2023. Joan Garahy
succeeded Mr. O’Hogan as Senior Independent
Director and Chair of the Remuneration
Committee stepping down from her role as Chair
of the Audit Committee. At the same time, we took
the opportunity to review the membership of our
Committees to ensure that our new and existing
Board members experience and expertise were
being best leveraged. Further details on the
Committee changes which took effect during
2023 are set out on on page 150 in the Nomination
Committee Report.
I am grateful to shareholders for understanding
the desirability of balancing continuity in
stewardship and avoiding changing both the
Chair and the Senior Independent Director at the
same time in 2023. I stated in the 2022 Annual
Report and at the 2023 AGM, that I would be
stepping down as Chair at the latest at the AGM in
2024. On 11 January 2024, the Board announced its
decision to appoint Hugh Scott-Barrett to succeed
me, as Chair of the I-RES Board, with effect from
the publication of the Company’s 2023 results on
23 February 2024. As previously announced by the
Company, I will not seek re-election to the Board
at the Company’s Annual General Meeting in 2024.
Hugh’s appointment follows a rigorous succession
process, led by Joan Garahy, Senior Independent
Director, with a selection committee from the
Board and conducted with the assistance of
external advisers in line with the UK Corporate
Governance Code. In making this appointment,
the Board took into account Hugh’s extensive
board and governance experience and his deep
understanding of the international listed real
estate sector.
CORPORATE
GOVERNANCE
REPORT
On behalf of the Board, I am
pleased to present the Corporate
Governance Report for the
year ended 31 December 2023.
This report describes our
governance arrangements, the
operation of the Board and its
Committees, and how the Board
discharged its responsibilities
during 2023.
101
Compliance with the 2018 Corporate
Governance Code
This Corporate Governance Report, in conjunction
with the Committee reports, describe how I-RES has
applied the principles and followed the provisions of
the 2018 UK Corporate Governance Code and the Irish
Corporate Governance Annex (the “Code“) and details
any departures from their specific provisions during
2023. The Code sets out expected standards of good
practice in relation to issues such as board leadership
and company purpose, division of responsibilities,
composition, succession and evaluation, audit, risk and
internal control, and remuneration.
This year we complied with the Code throughout
the year with the following exception:
Provision 36
-As disclosed in prior years, option awards
granted as part of the remuneration of the CEO under
the long-term incentive plan (“LTIP”) prior to the 2020
financial year do not comply in full with the holding
and vesting recommendations of Provision 36 of the
UK Code. Although the Company is not fully compliant
in relation to such options previously granted, any
Restricted Shares (as defined under the rules of the
LTIP) awarded to the executive Directors under the
LTIP as and from 2020 are subject to the Company’s
Remuneration Policy and arrangements described
in the Report of the Remuneration Committee, and
comply with Provision 36.
Provision 38
- The pension contribution rates of
the Executive Directors are not yet fully aligned
with those available to the workforce as a whole.
The Remuneration Committee have committed to
ensuring alignment between the Executive Directors
and the workforce from 1 January 2027. Further details
are set out in the Remuneration Committee report on
page 123.
Alternative Investment Fund Manager
IRES Fund Management Limited (IFML), which is wholly
owned by the Company, continues to serve as the
Company’s Alternative Investment Fund Manager
(AIFM) under the Alternative Investment Fund
Managers’ Regulations 2013 (the AIFM Regulations).
IFML continues to be authorised as an alternative
investment fund manager by the Central Bank of
Ireland (CBI) under the AIFM Regulations. The Company
continues to have in place an alternative investment
fund manager’s agreement with IFML under the terms
of which the Company has delegated certain portfolio,
property management and other functions to IFML.
Management continues to engage with the CBI in
respect of the transfer to the Company of all aspects
of IFML’s business and the Company’s application
to become authorised as an internally managed
Alternative Investment Fund.
As Chair, Hugh will oversee the I-RES Strategic
Review announced on 8 January 2024. That
review will comprise a comprehensive
consideration of all strategic options
available to the Company to maximise and
unlock value for Shareholders.
On 13 March 2024, the Board announced
the appointment of Eddie Byrne as CEO
Designate, with effect from 8 April 2024. Mr
Byrne will succeed Margaret Sweeney as
CEO and Executive Director of the Board with
effect from 1 May 2024.
As announced on 31 October 2023, Margaret
Sweeney notified the Board of her intention to
retire from I-RES in April 2024, having served
as CEO for the past six and a half years.
Margaret will step down on 30 April 2024
following an agreed transition period with the
CEO Designate.
Eddie Byrne’s appointment also follows an
extensive and rigorous selection process, led
by the Nomination Committee, and assisted
by Chair Hugh Scott-Barrett following his
appointment to the role in January 2024.
I leave the Board in good hands with an
experienced Chair and a skilled and diverse
membership with appropriate, highly
experienced individuals and local market
knowledge. The Board has been significantly
refreshed. By the time of the 2024 AGM, more
than 50% of the Directors will have a tenure
of less than 3 years, and the Committee
Chairs and the Senior Independent Director
role will all have been rotated within the
previous 12 months.
I look forward to engaging with our
Shareholders for one last time at our AGM on
2 May 2024, full details of which can be found
in the notice of AGM.
Declan Moylan
Chair Nomination Committee
Strategic Report
8
Governance
Financial Statements
174
Supplementary Information
248
102
I-RES
Annual Report and Accounts 2023
Governance Framework
Our governance framework, described below
provides a clear and comprehensive summary
of the principal aspects of our structure and
the governing roles within the Company. It sets
out the procedures and guidelines we adhere
to which facilitates responsive and effective
decision-making, ensuring that the Board and
its Committees, with the Senior Leadership Team
are able to collaborate proactively, consider
issues and respond effectively.
The Board
The role of the Board is to provide effective
leadership and oversight of I-RES, set the strategic
objectives for the Company and determine the
nature and extent of the principal risks it is willing
to take in achieving these strategic objectives. The
Board is collectively responsible for the long-term
sustainable success of the Company and delivery
of value for its shareholders and other principal
stakeholders, including employees, residents,
lenders and suppliers. The Board leads the
development of the culture, purpose, values and
strategy in I-RES and aims to ensure that these are
aligned. The Board is responsible for I-RES’ dividend
policy, corporate governance, approval of
financial statements and shareholder documents
and formulating, monitoring and reviewing the
effectiveness of the Group’s risk management and
internal control systems.
The Board also seeks to ensure that its obligations
towards its shareholders and other stakeholders
are understood and met. The Board is responsible
for ensuring the accuracy of financial and
business information provided to shareholders
and for ensuring that such information presents a
fair, balanced and understandable assessment of
the Company’s position and prospects.
There is a clear division of responsibilities
within I-RES between the Board and the Senior
Leadership Team. Responsibility for day-to-day
running of I-RES’ operations is delegated by the
Board to the CEO, CFO and Senior Leadership
Team, with the Board reserving to itself a formal
schedule of matters over which it retains control.
The I-RES board, (L-R): Denise Turner; Hugh Scott-Barrett; Brian Fagan; Joan Garahy;
Declan Moylan; Margaret Sweeney; Phillip Burns; Tom Kavanagh; Stefanie Frensch.
103
Board Committees
The Board is supported by its four principal Board
Committees in discharging its duties. At each Board
meeting, the Chair of each of these Committees
provides an update on their committee’s activities.
The duties and responsibilities of each of these
Committees are set out clearly in written terms of
reference which are approved by the Board and
published on the Company’s website. These terms
of reference were reviewed and updated in
November 2023.
Audit Committee
(See page 112 for full report)
This Committee is responsible for monitoring the
integrity of the financial statements of the Company,
including its annual and half-yearly reports,
preliminary announcements and any other formal
statements relating to its financial performance,
and reviews and reports to the Board on significant
financial reporting issues and judgements which
those statements contain. The Committee is also
responsible for reviewing the Group’s risk framework
(including IT and cyber security) and internal controls
and maintaining the auditor relationship.
Remuneration Committee
(See page 120 for full report)
This Committee is responsible for the remuneration
policy, performance-linked pay schemes and share-
based incentive plans. The Committee has delegated
responsibility for determining the policy for Directors’
remuneration and setting remuneration for the
Company’s Chair and Executive Directors and senior
management, including the Company Secretary,
in accordance with the Principles and Provisions
of the Code.
Nomination Committee
(See page 150 for full report)
This Committee is responsible for regularly reviewing
the structure, size and composition (including the
skills, knowledge, experience and diversity) of the
Board and making recommendations to the Board
with regard to any changes, this includes proposing
new Board appointments and monitoring the
Board’s succession needs.
Sustainability Committee
(See page 158 for full report)
This Committee is responsible for developing and
recommending to the Board the Company’s ESG
strategy and ensuring it remains fit for purpose,
developing and recommending policies, risks,
targets and investment required to achieve the
Company’s ESG strategy as well as ensuring
any ESG commitments are consistent with the
Company’s business strategy and Code of
Ethics, and it advises the Audit Committee on
ESG-related risks, including climate-related issues.
Other Committees have been and may be
established from time to time in accordance with
the Company’s Constitution, including most recently
the Strategic Review Committee, the Committee
established in respect of the 2024 EGM and the
Committees established to oversee the Chair
Succession and CEO Succession processes.
Senior Leadership Team
The Senior Leadership team is responsible for
executing the strategy. It manages, monitors
and provides the senior leadership input
underlying the Company’s strategic and
operational decisions, ensuring strong alignment
on business priorities, investments and actions
and that appropriate internal control structures
are in place to manage risk.
Shareholders
Board of Directors
Senior Leadership Team
Audit Committee
Nomination Committee
Remuneration Committee
Sustainability Committee
Governance
Supplementary Information
248
Financial Statements
174
Strategic Report
8
104
I-RES
Annual Report and Accounts 2023
Board Composition
The Board is currently composed of nine (9) Directors,
the Non-Executive Chair, two Executive Directors,
five independent Non-Executive Directors and one
non-independent Non-Executive Director. The Board
is therefore majority independent. Board size is a
matter that the Nomination Committee keeps under
continuous review and one which they intend to
address as current Board members come to the end
of their normal 9 year term. As part of the annual
Board Evaluation process, the Nomination Committee
reviewed the overall balance of skill, experience,
knowledge and independence of the Board and
its Committees to ensure that they can effectively
discharge their responsibilities. The Nomination
Committee is satisfied that the Board composition
provides a suitable balance of skills and experience
across a number of industry sectors. The Board
collectively has strong experience of acquiring and
managing real estate assets providing the Company
with a good knowledge base. As highlighted in the
biographies of the Directors on pages 94 to 98,
each of the Directors brings a different set of skills
and experience to the Board. The Directors’ diverse
skill sets facilitate the consideration of issues at
meetings of the Board from a range of perspectives.
As evidenced by the skills matrix that is completed
by each Director as part of the Board evaluation,
the Directors have diverse skills. The Committee is
satisfied that the current Board composition includes
an appropriate diversity of skills. These skills are
outlined in the skills matrix set out below.
Skill
Number of
Directors with
that skill
Management Experience
9
Financial Acumen
9
Capital Markets
8
Real Estate Experience
9
Property Development Experience
7
Sustainability
8
Human Resources/
People Management
9
Government Relations
5
Audit, Risk Management
and Compliance
9
Health & Safety
9
Technology/Digital/
Cyber Security
4
PLC Experience
8
International Experience
9
Mergers & Acquisitions
9
For information on the Company’s Board Diversity
and Inclusion Policy, please refer to the Report of the
Nomination Committee on page 150.
The division of responsibilities between the Chair, the
CEO and the Senior Independent Director has been
clearly established, set out in writing and agreed to
by the Board.
105
Board Meetings and Attendance
Directors are expected to participate in all scheduled
Board meetings as well as each annual general
meeting. A schedule of Board meetings for the
following year is circulated to the Board in advance
of the financial year-end.
At each quarterly meeting of the Board, there
are certain standing agenda items (for example,
strategy discussion, update on investment and
development plans, review of risk, operations and
financial reports, update on ESG progress and
update on investor relations). This agenda seeks to
ensure that the Board has the opportunity to have
in-depth discussions on key issues across all aspects
of the Group’s activities. The Chair and the Company
Secretary ensure that the Directors receive clear,
timely information on all relevant matters necessary
to assist them in the performance of their duties.
Each committee also approves a committee work
plan for the following year.
Declan Moylan
19/19
Margaret Sweeney
19/19
Brian Fagan
19/19
Joan Garahy
18/19
Phillip Burns
18/19
Stefanie Frensch
16/19
Tom Kavanagh
17/19
Hugh Scott-Barrett
18/19
Denise Turner*
13/13
Aidan O’Hogan**
5/6
*
Denise Turner was appointed to the Board on 4 May 2023.
**
Aidan O’Hogan retired from the Board on 4 May 2023.
*** All Board members attended all scheduled quarterly Board
meetings.
BOARD MEETINGS ATTENDED/ELIGIBLE TO ATTEND
(INCLUDING AD HOC MEETINGS)
1 January- 31 December 2023***
The Board meets a minimum of four (4) times each
calendar year and otherwise as required. Prior to such
meetings taking place, an agenda and Board papers
are circulated electronically via a secure Board portal
to the Directors to ensure that there is adequate time
for them to be read and to facilitate constructive
challenge and robust and informed discussions.
The portal is also used to distribute reference
documents and other useful resources. The Company
Secretary is responsible for the administrative and
procedural aspects of the Board meetings.
The Board held 19 meetings during 2023. All Board
members attended all scheduled quarterly Board
meetings. In accordance with Principle 13 of the
UK Code, the Chair met during the year with the
Non-Executive Directors without the presence
of the CEO.
Time Commitment
The Board, supported by the Nomination Committee,
carefully considered the external commitments of the
Chair and each of the Executive and Non-Executive
Directors. As evidenced by the attendance levels
shown on the table, the Board is satisfied that each
Director has committed enough time to be able to
fulfil their duties and has capacity to continue
doing so.
Information, Support and Independent Advice
Directors have direct access to the Company
Secretary. The Board has also approved a procedure
for Directors to seek independent professional advice
at the expense of the Company, where appropriate.
Remuneration
Details of the remuneration of Directors are set
out in the Report of the Remuneration Committee
on page 141.
Director’s Induction
The Chair, with the support of the Company
Secretary, is responsible for preparing and
coordinating a comprehensive induction programme
for newly appointed Directors. This is intended to
give a broad introduction to the Group’s business,
its areas of significant risk and to enable new
Directors to understand the Company’s core
purpose and values so that they can be effective
Directors from the outset. As part of this induction
programme, new Directors receive an information
pack which includes an I-RES Group structure
overview, key policies, historical financial reports,
schedule of Board meetings and information
on how to access the Company’s Board portal.
A number of governance matters are also outlined,
including Directors’ duties, conflicts of interest and
Market Abuse Regulations. The Company Secretary
is available to advise each Board member on
queries or concerns.
Supplementary Information
248
Financial Statements
174
Strategic Report
8
Governance
106
I-RES
Annual Report and Accounts 2023
Other key elements of the induction programme
include a tour of the Group’s property portfolio
with Senior Management in order to familiarise the
new Director with the Group’s operations, property
management, the property portfolio and key
stakeholders. This meeting also provides new
Directors with an opportunity to ask any questions
they may have on the nature and operations of the
business, and on the implementation of the Group’s
business strategy. The new Director is also invited
to meet with other key people at I-RES responsible
for risk, insurance, internal audit, acquisitions and
development, operations and financial reporting.
Development of Directors
The Nomination Committee, on behalf of the Board,
assesses the training needs of the Directors on at
least an annual basis. A combination of tailored
Board and Committee agenda items and other
Board activities, including briefing sessions, further
assist the Directors in continually updating their
skills, and their knowledge of and familiarity with
the Company, as required to fulfil their roles. The
Board also arranges for presentations from Senior
Management and I-RES’ other advisors on matters
relevant to I-RES’ business.
During the year, the Board received presentations
by external experts on the Market Abuse Regulations,
CSRD, Current Real Estate market and implications
of wider macro and interest rate volatility, Anti-
Money Laundering/Terrorist Financing as well
as property related topics. They also received
presentations on the Political and Regulatory
landscape for property in Ireland, Interest Rate
Management and Corporate Sustainability-related
Reporting with a Focus on Property, Construction
and Real Estate.
Independence
The independence of each of the Non-Executive
Directors is considered upon appointment and
on an annual basis by the Board. The Board has
determined that all of the Non-Executive Directors,
save Mr Phillip Burns, are independent within the
meaning of the Code. The Chair, Hugh Scott-Barrett,
was independent on appointment within the
meaning of the Code.
At the time of his appointment as a Director,
Phillip Burns was regarded as an Independent
Non-Executive Director. In 2017, the Board determined
that Mr Burns was no longer considered to be
independent having regard to certain cross
directorships he held at the time with another
(now former) Director and, latterly, due to the
position that Mr Burns’ held until March 2023
as an employee of CAPREIT, the Company’s
largest shareholder, and the parent of IRES Fund
Management Limited (“IFML”), the Company’s
investment manager until its internalisation in
January 2022. Having stepped down from his
position as an employee of Capreit on 31 March
2023 the Board reviewed Mr Burns’ position and
concluded that Mr Burns should not be regarded as
independent, given, in particular, his previous senior
employment position at CAPREIT which continued
to have a material business relationship with the
Company until the termination on 30 April 2022 of
the Transitional Services Agreement between the
Company and CAPREIT that had been put in place
as part of the internalisation of IFML. Under the Code,
such a material business relationship is considered
to be a circumstance that is likely to impair, or
appear to impair, a Non-Executive Director’s
independence while in place and for a period of
three years following its cessation.
The Board is of the view that Mr Moylan’s
performance as a Non-Executive Director (and as
Chairman throughout 2023 and up to 23 February
2024) continues to be effective, that he contributes
significantly in these roles through his individual
skills, considerable knowledge and experience of the
Company, and that he continues to demonstrate
strong independence in the manner in which he
discharges his responsibilities. As announced at
the 2023 Annual General Meeting Mr Moylan will not
stand for re-election at the 2024 Annual General
Meeting. Consequently, the Board is satisfied that,
despite his length of tenure, there is no association
with management which could compromise his
independence.
Re-election
In accordance with the provisions of the Code,
each I-RES Director is obliged to retire at each
annual general meeting and offer themselves
for re-election at the annual general meeting.
Conflicts of Interest
The Board reviews potential conflicts of interest as
a standing agenda item at each Board meeting.
Directors have continuing obligations to update
the Board on any changes to these conflicts.
Section 231 of the Companies Act, 2014 requires
each Director who is in any way, either directly
or indirectly, interested in a contract or proposed
contract with the Company to declare the nature
of his or her interest at a meeting of the Directors.
The Company keeps a register of all such
declarations, which may be inspected by any
Director, secretary, auditor or member of the
Company at the offices of the Company (attention
Company Secretary), South Dock House, Hanover
Quay, Dublin 2, Ireland with reasonable prior notice
and during normal business hours.
107
Subject to certain exceptions, the Articles of
Association generally prohibit Directors from voting
at Board meetings or meetings of Committees of
the Board on any resolution concerning a matter in
which they have a direct or indirect interest which
is material to, or a duty which conflicts or may
conflict with the interests of, the Company. Directors
may not be counted in the quorum in relation to
resolutions on which they are not entitled to vote.
Risk Management and Internal Control
The Board has overall responsibility for the
effectiveness of the Company’s system of
risk management and internal control. The
management of risk is critical to the execution of
the Company’s strategy. The material risks and
uncertainties the Group faces across its business
are key areas of Board and management focus. The
Board has delegated responsibility for monitoring
the effectiveness of the risk management and
internal control system to the Audit Committee.
The work done by the Audit Committee in this area
is set out in the Report of the Audit Committee
on page 112. The Board and the Audit Committee
have ensured that management has maintained
a robust system of risk management and internal
control. The Board and the Audit Committee
periodically review and consider if the risk
management and internal control systems are
operating effectively.
EY were appointed as I-RES’ external provider of
internal audit services in 2021. The Audit Committee
received and reviewed internal audit reports from EY
to help in their annual assessment of the principal
risks facing I-RES and the controls in place to
mitigate these risks.
The Board confirms that there is an ongoing process
for identifying, measuring and managing the
significant risks, including any principal risks, and
emerging risks, faced by the Group in achieving its
strategic objectives, that this process has been in
place for the year ended 31 December 2023 and
up to the date of approval of this Report, and that
this process is regularly reviewed by the Board.
For further details on the principal risks being
faced by the Group, please see the Principal Risks
and Uncertainties Section of the Risk Report on
pages 82 to 91.
The process adopted complies with the guidance
contained in Guidance on Risk Management,
Internal Control and Related Financial and Business
Reporting (2014) as published by the Financial
Reporting Council.
Board Evaluation and Effectiveness
The performance and effectiveness of the Board and
its Committees is reviewed on an ongoing basis and
is subject to a formal and rigorous annual evaluation
according to the principles of the Code. As the
Company is a smaller company for the purposes
of the Irish Annex, the Company is not required to
engage an external facilitator to conduct the annual
performance evaluation process; however, it does
so on a voluntary basis every three years.
Full details of the 2023 externally facilitated Board
evaluation are set out on page 151 of the Nomination
Committee Report.
Engagement and Culture
Each stakeholder group requires a tailored
engagement approach to foster effective and
mutually beneficial relationships. By understanding
stakeholders, the Board can factor the potential
impact of its decisions on each stakeholder group
and consider their needs and concerns. Our ambition
is to build a sustainable and responsible business
that is aligned with the long-term approach we take
to investing, building, and maintaining our properties,
supporting, and servicing our residents, employees, our
vendor partners and the wider community in which we
operate. We will continue working with key stakeholders
to further develop a responsible business.
In developing a collaborative and partner-focused
organisation that clearly defines how it intends to lead,
the Board and Senior Leadership Team continue to
actively engage with all employees of the Company
to support a company culture that promotes integrity,
openness, diversity and active responsiveness with
our Shareholders and wider stakeholders. Elected by
our Shareholders to oversee the management of the
Company, I-RES’ Board ensures that the long-term
interests of shareholders are advanced responsibly,
while balancing the interests of our other stakeholders,
including our residents and our communities. The
Board has the opportunity to assess and monitor I-RES’
company culture through ongoing engagements
between the Board, and senior management of
the Company and also through the engagements
between Tom Kavanagh, as Workforce Engagement
Director, and the wider workforce. In so doing the
Board can ensure policies, practices and behaviours
are aligned with the Company’s purpose, values and
strategy. Examples of the Group’s engagements with
shareholders, employees, residents and communities
during 2023 are set out below. Full details of I-RES’
engagement activities during 2023 are set out in the
ESG Report which is accessible electronically at 
www.i-res.ie.
Supplementary Information
248
Financial Statements
174
Strategic Report
8
Governance
108
I-RES
Annual Report and Accounts 2023
Shareholder Engagement
The Board recognises the importance of effective
engagement with its shareholders in order to
obtain the views of shareholders as a whole. I-RES
has a comprehensive investor relations program
including providing detailed presentations
to both existing and prospective institutional
shareholders, after the release of the interim
and year-end results, as part of investor days
organised by brokerage firms, EPRA, investment
banks, amongst others, and following significant
announcements. The CEO, the CFO and members
of senior management participated in various
conferences and property tours and engaged
in ad-hoc meetings and calls with shareholders
on an ongoing basis during 2023. The Executive
Directors provide the Board with regular feedback
from investor meetings so that the Board are kept
up to date on all relevant matters. In addition,
the Board receives regular market updates and
commentary from brokers and analysts in respect
of the Company. The Chair and the other Directors
engage directly with shareholders and also
welcome the opportunity to address shareholders
questions at the Company’s annual general
meeting each year. The Chair, Senior Independent
Director and Committee Chairs arrange meetings
with shareholders to consult on governance and
other matters and to address issues or concerns
that cannot be dealt with through the usual
investor relations channels.
The Chair and Board members had significant
engagement and communications with
shareholders during 2023. In accordance with
the Company’s ongoing commitment to direct
and transparent dialogue with our stakeholders,
the Board engaged with shareholders in order
to understand and discuss any concerns with
respect to the resolutions at the 2023 AGM
which received less than 80% of the votes cast
in favour. These resolutions related to the 2022
Remuneration Report, an annual request for
authority to disapply pre-emption rights in
specified circumstances and the re-election of
Executive Directors.
In advance of the 2023 AGM the Chair, SID
and Executive Directors engaged directly with
shareholders to discuss the proposed resolutions
and concerns raised by Vision Capital.
During 2023, the Chair of the Remuneration
Committee consulted extensively with
shareholders, and particularly those who
voted against the 2022 Remuneration Report,
in order to identify concerns in respect of the
2022 Remuneration Report and as part of the
preparation process for the drafting of the new 4
year Remuneration Policy being put to the 2024
AGM for approval. As part of this process, she
had significant engagement with 11 of our largest
institutional shareholders (covering c. 40% of our
total issued share capital). Based on feedback
collated by the Company from this process,
apart from Vision Capital, who have made their
views on the Company’s strategy public, no
single overarching theme has been identified by
shareholders, rather dissent expressed reflects a
range of individual factors (including weighting
of TSR, concern over potential windfall gains on
LTIP, removal of NAV metric from STIP, reduced
dividends). The Remuneration Committee has
completed a comprehensive review of the existing
Remuneration Policy, taking on board all of the
feedback received from shareholders, and will
put a new 4 year remuneration policy (the 2024
Remuneration Policy), which it believes will address
these concerns, to shareholders for approval at
the 2024 AGM. Further details of the review and
the new policy are set out in the Report of the
Remuneration Committee on pages 126 to 133.
Pre-emption rights continue to be an area with
a range of shareholder views and evolving
guidance. Although the pre-emption resolutions
proposed by the Board align fully with what the
Company believes to be standard resolutions for
companies listed on the main market of Euronext
Dublin as well as the UK Investment Association’s
Share Capital Management Guidelines and the
Pre-Emption Group’s Statement of Principles,
the Board understands from the shareholder
engagement process that some shareholders
have policy guidelines which prevent them from
supporting these resolutions and a small number
of shareholders have made their views on the
Company’s strategy public and so do not support
these resolutions. The Board considers that these
resolutions continue to be in the best interests of
the Company, and in particular are necessary to
afford flexibility to the Company to the extent they
may be required to implement the findings of the
ongoing Strategic Review, and so the Board has
resolved to table these resolutions again at the
Company’s Annual General Meeting in 2024.
109
From the shareholder discussions held by the
Chair and non-executive Board members, both
before and after the 2023 AGM, the Company
notes that it is the same small number of
shareholders who disagree with the Company’s
strategy, who have also voted against the pre-
emption resolutions, and voted against the
re-election of the Executive Directors at the 2023
AGM. As evidenced by the results of the 2023 AGM,
the majority of shareholders voted in favour of
the re-election of these Executive Directors and
have generally expressed their confidence in the
senior management team. The Board reiterates
that it is unanimous in its confidence in the senior
management team and their ability to deliver on
the Company’s strategy.
On 18 December 2023 the Company received
a notice from a 5% shareholder, Vision Capital
requisitioning an Extraordinary General Meeting
(“EGM”) of the Company to consider resolutions
seeking to remove five of the nine existing
Directors of I-RES, to appoint five nominees as
directors of the Company filling any vacancies
arising, seeking the issue of a shareholder direction
to the Board to appoint an adviser(s) to assist
I-RES in a strategic review process with a view
to concluding a sale of I-RES or its assets or a
liquidation within the next 24 months and seeking
to amend the Company’s Articles of Association
to require that the Board comply with any such
shareholder direction.
The Board was required by law to convene the
requisitioned EGM. For the detailed reasons which
are set out in the Company’s Circular dated 8
January 2024 (the “Circular”) available on the
Company’s website at www.i-res.ie, the Board
recommended that shareholders vote against
all of these resolutions. This recommendation
was endorsed by leading corporate governance
advisory institutions, Institutional Shareholder
Services (“ISS”) and Glass Lewis which each also
recommended that shareholders vote against
the resolutions.
In December 2023 after receiving the EGM
Requisition, the Board formed a special Committee
consisting of the then Chair, Declan Moylan, Chair
designate Hugh Scott-Barrett, Senior Independent
Director, Joan Garahy, INED Denise Turner and CEO
Margaret Sweeney. This Committee met on 40
occasions from 19 December 2023 to the EGM on
16 February 2024 and provided regular updates
to the Board including at 6 specially convened
meetings of the Board in the same period.
The then Chair, Chair designate, Senior
Independent Director and the Executive Directors
had extensive shareholder engagement with c.
70% of the shareholder register leading up the
EGM in respect of these resolutions.
In addition, as set out in the Chronology of
Events in the Circular, the then Chair and Board
members engaged in extensive discussions
with Vision Capital on an ongoing basis from
July 2021, including detailed discussions with a
view to exploring whether there was a basis on
which it could agree the withdrawal of the EGM
Requisition Notice. The discussions included the
offer of adding a Board member, whilst being
mindful of the minority nature of their holding, the
balance of existing Board skills and considering
the interests of all shareholders to try and avoid
the unnecessary cost and disruption of an EGM.
They also included the nature of a proposed
I-RES strategic review. These discussions were
unsuccessful.
The EGM was held on 16 February 2024 and all of
the shareholder resolutions were defeated. The
Board continues to try to seek resolution through
engagement with Vision Capital, in the interests
of all stakeholders.
The Company is grateful to all of those
shareholders who took the time to engage in
these discussions. The Board will continue to
engage with shareholders, and to consider the
views expressed, as it makes its decisions on
each relevant matter going forward.
Governance
Supplementary Information
248
Financial Statements
174
Strategic Report
8
110
I-RES
Annual Report and Accounts 2023
General Meetings of Shareholders
The 2024 Annual General Meeting will be held on
2 May 2024 at the Herbert Park Hotel, Ballsbridge
Terrace, Ballsbridge, Dublin 4. Formal notification
will be sent to shareholders in advance of the
meeting.
The annual general meeting (AGM) gives
shareholders an opportunity to hear a
presentation on the Group’s activities and
performance during the year, to ask questions
of the Chairman and, through him, the Board
Committee Chairs and members, and to vote
on each resolution put to the meeting.
For a description of the operation of general
meetings, the key powers of such meetings,
shareholders’ rights and the exercise of such
rights at general meetings, see General Meetings
in the Report of the Directors on page 170.
Workforce Engagement
Our diverse and talented team of professionals
are the drivers of the I-RES culture. We believe
that building an inclusive culture and making the
most of the strength and diversity of our people
will continue to be important for our success. As
a business we recognise the importance of our
employees in maintaining our position as Ireland’s
leading provider of private rental accommodation
and in the successful delivery of our business
strategy and strong results. We continuously
invest in our employees, providing them with
opportunities to improve their skills and to attend
personal development programmes supported by
good communications and a supportive working
environment.
As at 31 December 2023 the Company had 95
employees. One of the Board’s priorities is to
ensure that I-RES has a collaborative, inclusive
culture, ensuring our employees feel a strong
sense of belonging and that we treat people
equally and fairly and employ based on the
principle of equal opportunity.
In March 2022, the Board appointed Tom
Kavanagh as the Workforce Engagement
Director to allow the Board the opportunity to
receive, understand and consider the views of
our employees and take account of employee
interests in its discussions and decision making.
Since his appointment, Mr. Kavanagh has
engaged directly with all employees across
I-RES. In 2023 he visited all of the regional offices
and the head office, met with the teams and
received presentations from team members on
projects being undertaken such as the Green
Ambassadors programme, the I-RES intranet -
known as the ‘I-RES Times’ and the I-RES Living
app. Mr Kavanagh reports regularly to the Board
on these engagements.
In 2023, our new Director, Denise Turner undertook
property tours of the new properties in the portfolio
together with a number of the employees who
work at those sites. This provided another informal
opportunity for the employees to meet a Board
member.
In January 2024, after the announcement of his
appointment as Chair Designate, Hugh Scott-
Barrett also visited all of the regional offices and
the head office in order to meet the teams and
gain a deeper understanding of the business.
In Autumn 2023, I-RES conducted its second
annual employee engagement survey as an
internally managed Company. Focusing on a
range of key engagement dimensions designed to
explore and evaluate employee experience whilst
boosting engagement. I-RES is pleased to report a
very strong performance with an overall employee
engagement score of 90% despite the challenging
external landscape.
Resident, and community-level engagement
During 2023, the I-RES team continued with its
comprehensive programme of resident and
community engagement further details of which
are set out in the 2023 ESG report accessible at
www.i-res.ie.
Details of this programme and the feedback from
residents and communities are reported to the
Board through the Sustainability Committee
and through the results of the annual Resident’s
Survey.
The 2023 Annual Resident Survey had over 1,300
responses, and provides the Company the
opportunity to measure resident sentiment,
assess resident satisfaction and to identify areas
for improvement.
111
Governance
Supplementary Information
248
Financial Statements
174
Strategic Report
8
Bakers Yard,
Dublin 1
81
Residential
Units
112
I-RES
Annual Report and Accounts 2023
I joined the Board in June 2018 and have been
a member of the Audit Committee since then.
I took over as Chair of the Committee from
4 May 2023, when Ms. Garahy stepped down from
the Committee having served as the Chair since
April 2017. I would like to thank Joan for her many
years chairing the Committee and her support as
part of the handover process.
This report demonstrates how the Audit
Committee fulfilled its responsibilities during the
year under the appropriate regulatory frameworks.
Given the volatile macro-economic environment
and rising interest rates during 2023 a key
focus area for the Committee was on risk
management and in particular balance sheet
management. In line with its focus on driving
value for shareholders, the Company identified
€100 million of assets for disposal during 2023.
As part of its capital optimisation and shareholder
value strategy, the Committee, together with
the Board, kept the disposal process under
continuous review.
As in previous years, a key focus of the Audit
Committee was to ensure that the semi-annual
and 2023 year-end investment property valuation
processes were conducted appropriately. For both
valuations, the investment property portfolio
was split for purposes of valuation and valued
by two independent external valuers. The Audit
Committee objectively assessed the valuations
prepared by the independent valuers and was
satisfied that the assumptions and methodologies
being used were appropriate and reasonable.
As part of embedding the internalised structure
and the control environment in respect of that
structure, in 2023 the Audit Committee had
a particular focus on IT and cyber security.
The Committee received regular reviews and
updates from the Company’s external Chief
Information Security Officer (CISO) in respect of
the Company’s Cybersecurity Risk Management
Programme. The Committee assessed the
programme and satisfied itself that, while cyber
security risks will continue to evolve, the risk
management programme in place in the
Company is robust and progressing well.
The Audit Committee reviewed KPMG’s audit
findings with them in detail and noted that
no material issues arose during the audit.
The Committee continues to monitor KPMG’s
objectivity and independence.
REPORT OF THE
AUDIT COMMITTEE
Dear Shareholder,
It is my pleasure to present
my first Report as Chair of
the Audit Committee, for the
year ended 31 December 2023.
Audit Committee Membership
Tom Kavanagh (Chair)
Appointed 1 June 2018
Appointed Chair
4 May 2023
Denise Turner
Appointed 4 May 2023
Stefanie Frensch
Appointed 1 July 2021
Hugh Scott-Barrett
Appointed 4 May 2023
Stepped down
23 February 2024
Joan Garahy
Appointed 18 April 2017
Stepped down
4 May 2023
113
One of the Audit Committee’s key responsibilities
is to review the Group’s risk management and
internal control structure, including in particular
the operational effectiveness of internal controls.
During the year, the Committee carried out a
robust assessment of the principal risks facing
the Company and closely monitored the risk
management and internal control structures,
ensuring that the enterprise risk management
system was embedded throughout the Company
on an ongoing basis.
The Committee meets regularly with EY as the
external provider of internal audit services.
The Committee also meets regularly with the
Company’s tax advisers to ensure that it is kept
informed of anticipated changes to tax laws and
regulations that may impact the Group.
The Audit Committee assisted the Board in
determining that the 2023 Annual Report and
Consolidated Financial Statements, when taken as a
whole, are fair, balanced, and understandable and
provide the information necessary for shareholders
to assess the Company’s position, performance,
business model and strategy.
Looking ahead
Looking ahead to the 2024 financial year, the Audit
Committee will remain focused on the audit and
assurance processes within the business, and
maintain its oversight of risk, financial, valuation,
taxation and evolving regulatory requirements.
Key focus areas of the Audit Committee during
2024 will include, balance sheet management and
covenant compliance, cyber and IT security and the
upcoming ESG related reporting requirements.
I trust that you will find this report to be useful in
understanding the operations and activities of
the Audit Committee during the year.
Tom Kavanagh
Chair of the Audit Committee
Supplementary Information
248
Financial Statements
174
Strategic Report
8
Governance
114
I-RES
Annual Report and Accounts 2023
Composition of the Audit Committee
The Audit Committee is chaired by Tom Kavanagh.
All members of the Audit Committee were
independent Non-Executive Directors when appointed
by the Board and continue to be independent.
Accordingly, the Audit Committee is constituted
in compliance with the Code.
The Board is satisfied that the Audit Committee
members are appropriately qualified and
experienced to fulfil their roles and have a broad mix
of skills and experience arising from senior roles they
hold or have held with other organisations, and that
the Audit Committee as a whole has competence
relevant to the sector in which the Company
operates. In accordance with the requirements
of the Code, Mr Kavanagh and Mr. Scott-Barrett,
in particular, are considered by the Board to have
recent, significant and relevant financial experience.
Meetings of the Audit Committee
The Audit Committee meets at least four times
per year and otherwise as required. The Audit
Committee met five (5) times during the period from
1 January 2023 to 31 December 2023 and the external
auditor was in attendance at all five (5) meetings.
The CEO and CFO attend the Audit Committee
meetings, as required. The external valuers attend
the Audit Committee meetings when the year-end
and interim valuations of the Group’s properties are
being considered. The Company’s tax advisers also
meet with the Audit Committee at least bi-annually
to address any tax developments and as otherwise
required. EY, in their capacity as providers of internal
audit services, attend at least a portion of each
Audit Committee Meeting.
Terms of Reference and Principal Duties
The terms of reference of the Audit Committee are
reviewed annually and updated for best practice
and compliance with the Code. The Board reviewed
the terms of reference of the Audit Committee in
November 2023. A number of changes were made to
give the Committee explicit responsibility in the areas
of cyber and IT security.
The Audit Committee’s terms of reference are
available on the Company’s website.
The Audit Committee evaluates its own performance
relative to its terms of reference. Following the
2023 annual review which was carried out by an
external company, Independent Audit Limited,
it was concluded that the Audit Committee was
operating effectively.
The Chair of the Audit Committee reports to the Board
at each meeting on the Audit Committee’s activities.
Joan Garahy
2/2
Tom Kavanagh
5/5
Aidan O’Hogan
2/2
Hugh Scott-Barrett
3/3
Stefanie Frensch
5/5
Denise Turner
3/3
Joan Garahy stepped down from the Committee as Chair and
member on 4 May 2023.
Aidan O’Hogan retired from the Board and Committee memberships
on 4 May 2023.
Hugh Scott-Barrett joined the Committee on 4 May 2023 and stepped
down on 23 February 2024 on taking up the role of Chair.
Denise Turner joined the Committee on 4 May 2023.
Tom Kavanagh became Chair of the Committee on 4 May 2023.
AUDIT COMMITTEE MEETINGS ATTENDED/ELIGIBLE TO
ATTEND (INCLUDING AD HOC MEETINGS)
1 January - 31 December 2023
115
The Audit Committee’s principal duties include:
Reporting and External Audit
To monitor and keep under review the
scope and effectiveness of the Group’s
financial reporting;
To monitor the integrity of the financial
statements of the Group, including its annual
and semi-annual financial reports and any
other formal announcement relating to its
financial performance;
To review and report to the Board on
summary financial statements and any
financial information contained in other
documents, such as announcements of
a price-sensitive nature;
To review the clarity and completeness
of sustainability related financial disclosures
made in the financial statements having
regard to ongoing legislative requirements
and to matters communicated to it by the
auditor;
To oversee relations with the external auditor
and to consider and make recommendations
on the appointment, reappointment and
removal of the external auditor;
To ensure the independence and objectivity of
the external auditor annually;
To ensure that the provision of non-audit
services by the external auditor does not
impair the external auditor’s independence or
objectivity; and
To review with the external auditor the findings
of their work, including any major issues that
arose during the course of the audit and have
subsequently been resolved.
Valuations
To monitor and review the valuation process;
To review the valuation reports, assumptions
and methodology; and
To assess the independent valuers’
competence and effectiveness.
Risk and Internal Control
To monitor and keep under review the scope
and effectiveness of the Group’s internal
financial controls, risk management and
internal control systems;
To assess and review regular reports on such
matters from the Risk Manager, EY (internal
auditor), the finance team and management;
and
To keep under review the Company’s internal
control systems designed to manage
information security risks including, but not
limited to, cyber risk management controls
and technology developments.
Other
To review the Audit Committee’s terms of
reference and monitor its execution; and
To consider compliance with legal and
other regulatory requirements, accounting
standards; and The Euronext Dublin Listing
Rules.
Supplementary Information
248
Financial Statements
174
Strategic Report
8
Governance
116
I-RES
Annual Report and Accounts 2023
How the Audit Committee Discharged its Responsibilities in 2023
The Audit Committee’s agenda is set based on the Group’s financial calendar and the Audit Committee’s
work plan, which allows the Audit Committee to fulfil its role in an efficient manner. While not intending to be
an exhaustive list of the Audit Committee’s considerations and activities during the 2023 financial year, the
principal activities of the Audit Committee were as follows:
February 2023 – Q4 2022
Considered the approach adopted by the
independent valuers, including assumptions,
procedures and methodologies applied in
valuing the Group’s property portfolio
Discussed the reports received from the
external auditor following the audit process in
respect of the 2022 financial year
Discussed the Q4 2022 internal audit reports
from EY
Reviewed the appropriateness of Group
accounting principles, practices and policies,
and monitored changes to and compliance
with accounting standards
Reviewed the Group’s preliminary
announcement of financial results YE 2022
Discussed the proposed dividends YE 2022
and recommended them to the Board
Reviewed and approved the annual internal
audit plan for 2023 presented by EY
Reviewed the related party transactions for
appropriate financial statement disclosures
Reviewed and considered the Group’s key
risks, internal control policies and procedures
and risk management systems
Discussed and reviewed the REIT compliance
test with the external tax advisers
Reviewed and discussed quarterly tax update
Reviewed and discussed a cyber and data
security report from the external CISO
Reviewed quarterly reports from IFML (as
AIFM)
Reviewed and discussed the reports received
from the external auditor following the audit
process in respect of the 2022 financial year
March – 2022 Annual Report
Reviewed the Group’s 2022 Annual Report,
including the financial statements therein to
include content and supporting assurance
activity, and considered the key areas of
judgement before recommending them to
the Board for approval
Assessed the viability model for long-term
sustainability
Reviewed and assessed the effectiveness of
the Company’s risk management and internal
control systems
Reviewed and discussed a Report on the
Directors’ Compliance Statement
May – Q1 2023
Monitored the levels of non-audit fees in
relation to the total fees paid to the external
auditors
Carried out a review with the CFO of the
Company’s compliance with debt covenants
Reviewed and considered the Group’s key
risks, internal control policies and procedures
and risk management systems
Reviewed and discussed a quarterly internal
audit update from EY
Reviewed and discussed a quarterly tax
update from the external tax advisers
Reviewed and discussed a cyber and data
security report from the external CISO
Monitored progress on the Committee work
plan
Reviewed quarterly reports from IFML (as
AIFM)
117
Financial Reporting and Significant
Financial Judgements
With respect to this Report and the financial
statements included herein, the Audit Committee
assessed whether suitable accounting policies
had been adopted and whether management
had made appropriate judgements. The Audit
Committee paid particular attention to matters
which it considered could have a material impact on
the Group’s results and those matters which involve
a higher level of complexity, judgement or estimation
by management. The most significant matters
considered by the Audit Committee in relation to
this Report and the financial statements contained
herein for the year were as follows:
Investment Property Valuations
The Group had investment property with a fair value
of €1,274 million as at 31 December 2023, as set
out in note 5 to the Group financial statements.
The Group has appointed two independent valuers,
CBRE Unlimited Company (“CBRE”) and Savills
Advisory Services (Ireland) Ltd. (“Savills”). The Audit
Committee considered the investment property
valuation process carried out by management
in order to satisfy itself that the balances were
stated appropriately. These reviews involved
an understanding of management’s analytical
procedures, management’s discussions with CBRE
and Savills, and an assessment of the market inputs
utilised on each property prior to recording the
valuations obtained. The Audit Committee assessed
the performance and independence of the two
valuers and is satisfied with their performance, and
that both valuers are independent. The CFO has
confirmed to the Audit Committee that he is satisfied
that the valuers conducted their work in accordance
with the Royal Institution of Chartered Surveyors’
Valuation Standards.
In addition, the Audit Committee met with the two
independent valuers and discussed the year-end
valuations, valuation methodology and significant
assumptions used. The Audit Committee also
discussed the current market dynamics with both
valuers, specifically focusing on the broader macro-
economic environment including the evolving
interest rate environment, inflationary pressures
along with the continued very high demand for
rental accommodation in Ireland and the impact
of these circumstances on the interim and year-
end valuations. As both valuers rely, as part of
their assumptions, on comparable evidence from
recent market transactions to benchmark and
support their valuations of the Group’s properties,
the Audit Committee assessed the relevance and
appropriateness of these transactions, in conjunction
with management.
August – Q2 2023
Reviewed and considered the approach
adopted by the independent valuers,
including assumptions, procedures and
methodologies applied in valuing the Group’s
property portfolio
Carried out a review with the CFO of the
Company’s compliance with debt covenants
Reviewed the Group’s Interim announcement
of financial results for HY2023
Reviewed and discussed the reports received
from the external auditor following the review
process in respect of the Interim report for the
period to 30 June 2023
Discussed the proposed H1 2023 dividends
Reviewed and discussed a quarterly internal
audit update from EY
Reviewed and considered the Group’s key
risks, internal control policies and procedures
Reviewed and discussed a quarterly tax
update
Reviewed and discussed the I-RES Insurance
Programme
Reviewed and considered a cyber and data
security report from the external CISO
Reviewed quarterly reports from IFML (as
AIFM)
November – Q3 2023
Reviewed and approved the report received
from the external auditor on the proposed
audit plan and strategy in respect of the 2023
financial year
Carried out a review with the CFO of the
Company’s compliance with debt covenants
Reviewed and considered the Group’s key
risks, internal control policies and procedures
and risk management systems
Received and discussed the IT Security
Update
Reviewed and discussed a quarterly internal
audit update from EY
Reviewed and discussed a quarterly tax
update
Reviewed and recommended for approval
amendments to the Committee Terms
of Reference
Reviewed quarterly reports from IFML (as
AIFM)
Supplementary Information
248
Financial Statements
174
Strategic Report
8
Governance
118
I-RES
Annual Report and Accounts 2023
Following a review of the detailed valuation analysis
provided by management and detailed discussions
with management and the independent valuers,
the Audit Committee was satisfied that the significant
inputs used for the valuation, any provisions recorded
against the valuation of the investment properties,
and the valuation of the investment properties were
appropriate. The Audit Committee discussed the
valuation process with management and each
valuer and confirmed with each of them that they are
satisfied with the quality and accuracy of the property
information provided to them. The external auditor
also inspected the valuers’ reports, performed test
work on the information provided by the Company
to both valuers, met with the valuers as part of
their audit procedures, and communicated to the
Audit Committee their comments and observations.
Other Matters
Other matters considered by the Audit
Committee included the disclosure of non-IFRS
measures (“Alternative Performance Measures”),
tax compliance, and regulatory obligations and
accounting disclosures.
Going Concern
The Audit Committee has reviewed and is satisfied
with a presentation from the CFO in support of the
Board’s Statement on Going Concern as set out
on page 80.
Viability Statement
The Audit Committee has reviewed a report from the
CFO and is satisfied that this assessment adequately
addresses the principal risks disclosed in the Risk
Report on pages 83 to 91 and that a three-year
time horizon for the viability model is appropriate
to the Company’s business. Furthermore, the Audit
Committee has reviewed the assessment of the
Group’s viability by management, as stated on
page 80. The review included:
Key assumptions used;
Assessment of prospects; and
Assessment of viability.
REIT Status
The Audit Committee reviewed a report from the CFO
demonstrating the Company’s compliance with the
REIT requirements as at 31 December 2023. The Audit
Committee has confirmed to the Board that the
Company is compliant with the REIT rules.
Fair, Balanced and Understandable
The Code requires that the Board should present a
fair, balanced and understandable assessment of the
Company’s position and prospects, and specifically
that they consider that the annual report and
financial statements included therein, taken as a
whole, are fair, balanced and understandable, and
provide the information necessary for shareholders
to assess the Company’s position and performance,
business model and strategy.
At the request of the Board, the Audit Committee
considered whether this Report and financial
statements included herein met these requirements.
The Audit Committee considered the process put
in place by management for the preparation of the
annual report and financial statements included
herein, and in particular the timetable, co-ordination
and review activities. The Audit Committee
discussed these arrangements with management.
Key considerations of the Audit Committee when
reflecting on these requirements included:
The information and reporting the Audit
Committee had received during the course of the
financial year;
The balance of information included in the
annual report against the Audit Committee’s
understanding of the operations and performance
of the Group;
The compliance of the financial statements with all
applicable financial reporting standards and any
other required regulations; and
The language used in the annual report
ensuring it was understandable to a wide variety
of shareholders.
Arising from the Audit Committee’s work in this regard,
the Audit Committee and the Board concluded
that this Report and the financial statements
included herein, taken as a whole, are fair, balanced
and understandable, and that they provide the
necessary information for shareholders to assess
the Company’s position and performance, business
model and strategy. The Board statement to this
effect is on page 172.
Risk Management and Internal Controls
The Board has delegated responsibility to the Audit
Committee to monitor the Group’s risk management
and internal control systems. In order to discharge
this responsibility for the period from 1 January 2023
to 31 December 2023, the Audit Committee:
Reviewed the Group’s principal risks and
uncertainties, including any emerging risks;
Reviewed the Company’s enterprise risk
management framework and internal control
systems and their operating effectiveness with the
Risk Manager. For further details on these systems,
please see the Risk Management and Internal
Control Systems section of the Risk Report on
pages 75 to 79;
Reviewed quarterly reports from IFML (as AIFM)
relating to investment management, fund risk
management, regulatory compliance, operational
risk management, capital and financial
management and distribution;
119
Reviewed quarterly updates from the external
Chief Information Security Officer in respect of the
company’s cyber and data security programme;
Received quarterly updates on any internal control
compliance issues, risks or material legal matters;
and
Appointed EY, with effect from 1 February 2022, to
provide an outsourced internal audit service for
the Group and reviewed quarterly reports from EY
in this role.
In addition, the Board receives quarterly reporting
from the CEO, CFO, the Managing Director, Operations
and the Vice-President, Investment and Asset
Management.
External Audit
One of the key roles of the Audit Committee is
to monitor the performance, objectivity and
independence of the external auditor. Open, direct
and honest communication between the Audit
Committee, the external auditor and management
is essential in ensuring both an effective audit and
auditor independence.
In November 2023, the Audit Committee met with
the external auditor to agree the FY 2023 audit plan.
To ensure a quality audit, the external auditor needs
to be aware of the business risks. Therefore, the Audit
Committee discussed and agreed with the External
Auditor the key business, financial statements and
audit risks, and the materiality being used for the
audit to ensure that the audit was appropriately
focused. In advance of the commencement of the
annual audit, the Audit Committee reviewed the
external auditor’s letter of engagement, together
with a presentation from the external auditor
confirming their independence within the meaning
of the regulations and professional standards.
In February 2024, in advance of the finalisation of
the Group’s financial statements for the year ended
31 December 2023, the Audit Committee received
a report from the external auditor on their key
audit findings, including the key areas of risk and
significant judgements, and discussed any issues
arising with them in order for the Audit Committee
to form a judgement on the financial statements.
In order to assist the Audit Committee in evaluating
the external audit process and to ensure continuous
improvement, following the completion of the
audit, the Audit Committee members discussed
with management the effectiveness of the external
auditor and the external audit process in general.
At least annually, the Audit Committee meets
with the external auditor without the presence of
management to discuss any matters the external
auditor may wish to raise. The Audit Committee
continues to be satisfied with the performance
of the external auditor, and has determined that
KPMG remain effective, objective and independent.
Statutory Auditor
On completion of a tender process in 2017 and having
considered the requirements of the Statutory Audit
Directive of 15 June 2016 (Statutory Instrument SI 312 of
2016), the Board approved the appointment of KPMG
as statutory auditor with effect from the financial
year ended 31 December 2018. This appointment was
approved by the shareholders at the 2019 annual
general meeting. KPMG remains the statutory auditor
for the financial year ended 31 December 2023.
The audit partner in charge within KPMG for the 2023
audit was David Moran. The Audit Committee will keep
the tenure of the external auditor under review in
light of best practice and recent legislation. The Audit
Committee currently has no plans for re-tendering
of the statutory auditor.
Independence and Non-Audit Services
The Company has a policy which requires the
preapproval by the Audit Committee of all non-audit
services to be provided by the external auditor.
The level of non-audit services provided by the
external auditor is reviewed at least on a quarterly
basis and, in conjunction with the external auditor,
the impact on independence and objectivity is
assessed. KPMG completes the audit of the financial
statements and PricewaterhouseCoopers completes
the tax related reviews, ensuring that both parties
remain independent.
Details of the amounts paid to the external auditor
during the year for audit and non-audit services are
set out in note 29 to the Group financial statements.
Internal Audit
In February 2022, the Audit Committee approved
the appointment of EY as the external provider of an
internal audit function for the Group. EY continued
to provide outsourced internal audit services to the
Group during 2023. The Committee is satisfied that EY
have sufficient experience and expertise to provide
the internal audit services for the Group.
The Audit Committee has direct access to EY’s
internal audit team. The Audit Committee assessed
the annual internal audit plan put forth by EY’s internal
audit function and received periodic reports on work
performed during 2023.
Supplementary Information
248
Financial Statements
174
Strategic Report
8
Governance
120
I-RES
Annual Report and Accounts 2023
REPORT OF THE
REMUNERATION
COMMITTEE
Dear Shareholder,
It is my pleasure to present
my first Report as Chair of the
Remuneration Committee, for
the year ended 31 December
2023.
Remuneration Committee Membership
Joan Garahy (Chair)
Appointed 18 April 2017
Appointed Chair 4 May
2023
Declan Moylan
Appointed 31 March 2014
Denise Turner
Appointed 4 May 2023
Hugh Scott-Barrett
Appointed 4 May 2023
Aidan O’Hogan
Appointed 31 March 2014
Retired 4 May 2023
Tom Kavanagh
Appointed 1 June 2018
Stepped down 4 May
2023
I joined the Board in April 2017 and have been a
member of the Remuneration Committee since
then. I took over as Chair of the Committee from 4
May 2023, having succeeded Aidan O’Hogan when
he retired from the Committee and as a member
of the Board at our AGM in May 2023. I would
like to thank Aidan for his many years chairing
the Committee and his support as part of the
handover process.
At the AGM in May 2024 our revised Directors’
Remuneration Policy will be put forward for an
advisory shareholder vote. As is customary our
Annual Remuneration Report will also be put
forward for an advisory shareholder vote. Finally,
as I detail further in this report our LTIP rules expire
this year and therefore we will also be seeking
shareholder support via a binding resolution for
an updated version of our LTIP Rules. It is very
important that we secure shareholder support for
our Remuneration related resolutions at this AGM
to enable us to continue to incentivise and reward
management for delivering the strategy and
maximising shareholder value.
Performance Overview
In 2023, our revenue increased by 3.5%, due to the
full year impact of new supply in 2022 and organic
rental growth backed by our consistently high
occupancy levels. Net Rental Income increased
to €67.9 million, with a broadly stable margin
of 77.3%, showing the strength of the business’s
fundamentals as well as continued and active cost
management initiatives and discipline, despite
inflationary pressures.
Adjusted EBITDA grew to €56.0 million, an increase
of 3.3% year on year, showing the strong consistent
cash generation of the business with the EBITDA
margin remaining stable at 64%. EPRA Earnings
reduced to €27.6 million (2022: €30.9 million), with
the decrease largely attributable to increases in
interest costs, offset by increased operating profit
and the saving of the non-recurring costs from
internalisation.
2024 Remuneration Policy
The current Remuneration Policy was approved
by shareholders at the 2020 AGM and, in line with
the EU Shareholders’ Rights Directive legislation, is
subject to renewal at our 2024 AGM. Accordingly,
a new Remuneration Policy will be put forward for
shareholder approval on an advisory basis at our
2024 AGM.
Over the past 18 months, my predecessor and I
have engaged extensively with shareholders in
relation to remuneration arrangements, including
most recently in respect of the significant vote
against the Directors’ Remuneration Report at our
121
2023 AGM. The Board are grateful for all of the time
shareholders have taken to engage with us and for
the feedback we have received.
The feedback we received reflected a range
of individual factors and not all of which were
directly related to the executive remuneration
arrangements, rather than one overarching theme.
These included the weighting of the TSR metric
within the LTIP, concern over potential windfall
gains in respect of the 2023 LTIP awards granted,
the removal of the NAV metric from the annual
bonus, and reduced dividend payments. We have
taken this feedback into account in reviewing our
Remuneration Policy.
The Committee has also had to take into
consideration a number of factors which I will
outline below, but above all we have sought to
balance incentivising the delivery of the existing
agile business model and strategy, aligned with
prevailing macroeconomic conditions ensuring
that we can continue to deliver sustainable growth
and performance, while also undertaking
a Strategic Review.
The macro-economic environment in which
we operate has changed since 2020 when the
current policy was introduced and continues to be
challenging, with persistent inflation and an elevated
interest rate environment having a negative impact
on both valuations and liquidity in the global real
estate market during 2023. We are subject to more
onerous regulatory limits on rental increases. The
macro-economic challenges have continued to
impact the share price, despite strong operating
performance and the business is trading at a
discount to NAV.
There has been significant change to the I-RES
business model and with potentially significant
changes to come through the Strategic Review. The
key change is that since 2020, I-RES has transitioned
to internalised management and we now have a
fully integrated business enabling us to provide
enhanced operational capability across our
professionally managed portfolio of high-quality
residential units with enhanced responsibilities for
executive management.
In January this year, reflecting the continued
weakness in the share price, we announced
that a Strategic Review will be conducted by the
Board which will comprise of a comprehensive
consideration of all strategic options to maximise
value. Options to be assessed will include but not
be limited to, new strategic initiatives, consolidation,
combinations, mergers or other corporate action,
a review of the Company’s status as a listed REIT,
the sale of the entire issued share capital of the
Company and selling the Company’s assets and
returning value to shareholders.
The challenge for the Committee has therefore been
to structure remuneration arrangements which
incentivise executives to deliver against KPIs aligned
to the current business model and strategy, against
a backdrop of potential change in the future and a
wide range of options which may transpire.
We have therefore sought to capture the successful
delivery of a comprehensive Strategic Review in
2024 and if, as a result of this, the Policy no longer
incentivises the future strategy of I-RES, we will
of course consult on further changes and ask
Shareholders to review this policy with this context
in mind.
Key Changes in the 2024 Remuneration Policy
Following the Committee’s review, and taking into
account feedback from shareholders, we have
determined that it is appropriate to retain the current
overall incentive framework of an annual bonus and
performance based long-term incentive plan (“LTIP”)
to ensure management are incentivised to deliver
short and long-term performance and are fairly
rewarded in line with the shareholder experience.
A critical part of our review has been to carefully
consider the performance metrics for the annual
bonus and LTIP awards, to ensure that they are well
aligned to our financial KPIs and our key strategic
pillars; Operational Excellence, Asset Management
Strategy, Capital Management and Sustainability.
As a result of that review and taking on board
shareholder feedback, we have decided to
significantly broaden the scope of the incentive
framework to include, for 2024, five separate metrics
for the annual bonus and four separate metrics
for the LTIP each of which rewards a specific but
complementary outcome. Further details of these
performance metrics are summarised below and set
out on page 146 of this Report along with how these
link to our strategy.
We are not proposing any changes to the incentive
opportunities for 2024. The CEO will continue to be
eligible for a maximum annual bonus award of 150%
of salary and an LTIP award of 135% of salary. The CFO
will continue to be eligible for a maximum annual
bonus award of 125% of salary and an LTIP award of
100% of salary.
Our overall annual bonus policy maximum will remain
unchanged at 150% of salary. The annual LTIP policy
maximum is currently 135% of salary. Given the new
Remuneration Policy is intended to apply for a four-
year period, to ensure that we have appropriate
flexibility we propose to increase the annual LTIP
Supplementary Information
248
Financial Statements
174
Strategic Report
8
Governance
122
I-RES
Annual Report and Accounts 2023
policy maximum to 150% of salary which is more
aligned with typical market practice for a company
of our size. However, we commit not to implement
an increased LTIP award maximum for the Executive
Directors in 2024 or in 2025. Furthermore, we would
intend to consult with major shareholders should we
consider increasing the LTIP award maximum for the
Executive Directors in the future.
Under the new Remuneration Policy, pension provision
for the current Executive Directors will be reduced over
the next three years such that it is aligned with the
pension contributions available to the majority of the
workforce by 1 January 2027. In practice, this will only
impact our current CFO, Mr Fagan. Our current CEO,
Ms Sweeney, will step down as CEO and retire from
the Board on 30 April 2024. Our new CEO, Eddie Byrne,
will receive pension provision at the same level as the
majority of the workforce, currently 3% of base salary.
2024 LTIP Rules
The rules of the Irish Residential Properties REIT Long
Term Incentive Plan 2014 (the “2014 Rules”) are due
to expire in April 2024 and therefore shareholder
approval is required for the renewal of the LTIP rules
at the AGM in May 2024. The LTIP rules will operate
on broadly similar terms to the 2014 Rules and will
reflect common market practice for similar types
of plans. We use the LTIP, not just to grant awards to
our Executive Directors, but to the wider LTIP eligible
workforce as well. Shareholder approval for the
renewal of the LTIP rules will therefore be critical to
enable us to continue to grant awards to incentivise
management to deliver the strategy and create value
for shareholders.
Remuneration Outcomes for 2023
The 2023 annual bonus outcome was subject to a
combination of EPRA earnings (35%), net rental income
(NRI) (35%) and strategic objectives (30%). These
metrics, in line with those used in 2022, were combined
to ensure there was a balance between a continued
focus on improving profit and rental income growth,
while focusing on key non-financial deliverables which
underpin our strategy, as well as core ESG priorities.
Based on the outcome of the financial and strategic
metrics, the CEO and CFO would have earned a
bonus equal to 87.6% and 85.1% of maximum bonus
opportunity respectively. However, in recognition of
the fact that Adjusted EPRA Earnings declined by 22%
in 2023, in principal due to increased financing costs
associated with the ECB interest rate increases, the
Committee, in agreement with the Executive Directors,
exercised its discretion not to make a pay-out on the
Adjusted EPRA Earnings element (which accounted for
35% of the annual bonus). The CEO and CFO therefore
earned a bonus equal to 52.6% and 50.1% of maximum
bonus opportunity respectively, equivalent to 78.9% of
salary for the CEO and 62.6% of salary for the CFO. See
page 135 for details.
The LTIP awards granted in 2021 did not vest and so
have lapsed in full as EPS performance was below
threshold and relative TSR performance was below
median to the FTSE EPRA NAREIT Europe Developed
Index. See page 139 for details.
Our Executive Directors and Senior Leadership Team
have continued to deliver across all key financial,
operational and strategic metrics and navigate
the business successfully through the uncertainty
and challenges of the Irish Real Estate environment.
However, the Committee also recognises that
shareholders have been impacted by the Company’s
absolute share price performance during the year.
Therefore, on balance and following the exercise of
Committee discretion to reduce the outcome of the
EPRA Earnings metric under the annual bonus from
100% to 0%, the Committee considers the outcome
of the annual bonus and LTIP awards for 2023 to be
appropriate.
Board Changes
CEO
Ms Sweeney will step down as CEO and retire from
the Board on 30 April 2024 following an orderly
transition to her successor. The treatment of Ms
Sweeney’s remuneration arrangements are set out
on page 145.
Eddie Byrne has been appointed as CEO Designate,
with effect from 8 April 2024. Mr Byrne will succeed
Margaret Sweeney as CEO and Executive Director of
the Board with effect from 1 May 2024. The Committee
has agreed the following remuneration arrangements
for Mr Byrne:
A base salary of €475,000. This is 13.6% less
compared to Ms Sweeney’s base salary and is
positioned towards the lower end of market when
compared with European real estate peers and
ISEQ companies of a similar market capitalisation.
The current positioning of the base salary reflects
that this is Mr Byrne’s first listed CEO role, but the
Committee will look to keep this salary positioning
under review as Mr Byrne gains experience in the
role and may award larger than workforce base
salary increases in the future. The positioning of the
base salary also takes into account the Group’s
focus on cost control, consistent with the decision
made in relation to the fee for the new Chair.
Pension provision is in line with the pension
contributions available to the majority of the
workforce, currently equal to 3% of salary.
A maximum annual bonus opportunity equal to
150% of salary (in line with Ms Sweeney’s annual
bonus opportunity). The 2024 annual bonus will be
pro-rated for time served during the year.
A maximum LTIP opportunity equal to 135% of salary
(in line with Ms Sweeney’s LTIP opportunity).
Benefits - An annual taxable cash allowance
towards e.g. car and health cover of €25,000.
Mr Byrne’s service contract is terminable either by
the CEO or the Company providing six months’ prior
written notice.
123
Chair of the I-RES Board
Mr Scott-Barrett succeeded Mr Moylan as Chair of
the I-RES Board effective from the publication of
the Company’s 2023 results on 23 February 2024.
His annual fee was set at €175,000. This is 12.5% less
compared to Mr Moylan’s fee and is positioned
between the lower quartile and median compared
with European real estate peers and ISEQ companies
of a similar market capitalisation. The reduction in fee
primarily reflects the Group’s focus on cost control.
Remuneration in 2024
Salary
Ms Sweeney’s base salary for 2024 is €550,000, which
is in line with her 2023 base salary. Mr Byrne was
appointed on a base salary of €475,000.
As disclosed in our 2022 Directors’ Remuneration
Report, the Committee reviewed Mr Fagan’s base
salary in 2022 following an expansion in his CFO role
and responsibilities and to provide closer alignment
with market practice for similar sized companies.
The Committee agreed to increase his base salary
from €330,000 to €380,000 on a phased basis over
a two-year period. His base salary was increased to
€355,000 with effect from 1 January 2023, with the
further increase to €380,000 to take effect from 1
January 2024 subject to his performance and Group
performance. The Committee considered that the
implementation of the second phase of the CFO’s
base salary increase to €380,000 was appropriate
taking into account Mr Fagan and the Company
performance and this will take place with effect from
1 January 2024 in line with disclosures set out in the
2022 Remuneration Report.
For reference, the average salary increases for
the workforce effective from 1 January 2024 was
4% of salary.
Pension
Under the new Remuneration Policy, pension provision
for the current Executive Directors will be reduced over
the next three years such that it is aligned with the
pension contributions available to the majority of the
workforce by 1 January 2027.
Given Ms Sweeney’s retirement as CEO in 2024, her
pension contribution was retained at 10.9% of salary.
As part of the glide path to align the CFO pension
to the majority of the workforce by 1 January 2027,
his pension for 2024 will be reduced by €9,500
from €49,500 (equivalent to 13.9% of base salary)
to €40,000 (equivalent to 10.5% of base salary).
Pension provision for Mr Byrne will be aligned with
the pension contributions available to the majority
of the workforce, which is currently 3% of base salary.
Annual bonus
The 2024 bonus opportunity for the CEO (outgoing and
incoming) and CFO is equal to 150% of salary and 125%
of salary respectively. Ms Sweeney’s annual bonus will
be pro-rated based on her period in employment for
the 2024 financial year as will Mr Byrne’s.
After extensive consideration as part of the
Remuneration Policy review process, the 2024 annual
bonus is subject to a combination of EPRA earnings
(25%), net rental income margin (20%), Loan to value
(10%), Net Asset Value (15%) and strategic objectives
(30%). The strategic objectives to include the Strategic
Review and other non-financial metrics. In our review
of the Remuneration Policy and the 2024 metrics for
the Annual Bonus and LTIP, the Committee specifically
considered the Strategic Review and how to
incentivise the executives appropriately to both keep
a focus on the delivery of the current business and
to ensure that the Strategic Review and any agreed
actions are completed in as robust, thorough and
timely a fashion as possible.
In that regard the Committee decided that it was
appropriate that, for 2024, up to 20% of the 30%
of the Annual Bonus that is allocated to strategic
matters should be specifically dedicated to the
timely completion of the Strategic Review and
appropriate progress in respect of implementation of
the recommendations of that Review in-line with the
Board agreed timetable. In addition, the Committee
are of the view that the reintroduction of the NAV
metric and the introduction of the TAR metric in
the LTIP will align with the objective of maximising
shareholder value.
Performance targets are considered to be
commercially sensitive and will be fully disclosed in
the 2024 Remuneration Report.
LTIP
Subject to shareholder approval of the 2024 LTIP Rules,
Mr Byrne and Mr Fagan will be granted LTIP awards
with a maximum opportunity equal to 135% of salary
and 100% of salary respectively. It is intended that
the LTIP awards are subject to EPS (30%), relative
TSR (30%), Total Accounting Return (30%) and ESG
(carbon reduction) (10%) performance measures. The
performance targets for 2024 are set out on page
147 of this Report. Full details of the grants for 2024
will be disclosed at the time of grant and in the 2024
Remuneration Report.
Conclusion
We remain committed to a responsible approach to
executive remuneration, as I trust this Remuneration
Committee Report demonstrates. The Committee
considers that the remuneration received by the
Executive Directors in respect of 2023 was appropriate,
taking into account the Group’s performance, the
Executive Directors’ personal performance and the
experience of shareholders and employees.
We look forward to your support for the remuneration-
related resolutions on the agenda of the 2024 AGM.
Joan Garahy
Chair of the Remuneration Committee
Supplementary Information
248
Financial Statements
174
Strategic Report
8
Governance
124
I-RES
Annual Report and Accounts 2023
Composition of the Remuneration Committee
The Remuneration Committee is chaired by
Joan Garahy. All members of the Remuneration
Committee were independent Non-Executive
Directors when appointed by the Board and
continue to be independent. Accordingly, the
Remuneration Committee is constituted in
compliance with the Code and the Articles
of Association.
No member of the Remuneration Committee
has any conflicts of interest, nor do they have
any personal financial interest other than as
shareholders (where relevant).
All members of the Remuneration Committee
are appointed for an initial term of up to three
years, which may be extended by the Board. As
highlighted in the biographies of each member
of the Remuneration Committee on pages 94 to
98, the members of the Remuneration Committee
bring a range of different experience and skills to
the Committee.
Meetings of the Remuneration Committee
The Remuneration Committee met eight (8)
times during the period from 1 January 2023
to 31 December 2023.
Aidan O’Hogan
(Chair) 4/4
Joan Garahy
(Chair) 8/8
Declan Moylan
8/8
Tom Kavanagh
4/4
Hugh Scott-Barrett
4/4
Denise Turner
4/4
Aidan O’Hogan retired from the Board and Committee memberships
on 4 May 2023
Tom Kavanagh stepped down as member of the Committee on 4
May 2023
Hugh Scott-Barrett joined the Committee on 4 May 2023
Denise Turner joined the Committee on 4 May 2023
Joan Garahy became Chair of the Committee on 4 May 2023
REMUNERATION COMMITTEE MEETINGS ATTENDED/
ELIGIBLE TO ATTEND (INCLUDING AD HOC MEETINGS)
1 January - 31 December 2023
Terms of Reference and Principal Duties
The terms of reference of the Remuneration
Committee are regularly reviewed and updated
for best practice and compliance with the Code.
The Board reviewed the terms of reference of the
Remuneration Committee on 22 November 2023
and confirmed that there were no material changes
required. The roles and responsibilities delegated
to the Remuneration Committee under the terms
of reference can be accessed electronically at
www.i-res.ie.
Following the 2023 externally managed Board and
Committee evaluation, it was concluded that the
Remuneration Committee was performing well.
125
The Remuneration Committee’s principal duties
include:
delegated responsibility for determining the
policy for Directors’ remuneration and setting
remuneration for the Company’s Chair and
Executive Directors and senior management,
including the Company Secretary, in
accordance with the Principles and Provisions of
the Code;
establishing remuneration schemes that
promote long-term shareholding by Executive
Directors that support alignment with long term
shareholder interests, having regard to the
recommendations of the Code;
designing remuneration policies and practices
to support strategy and promote long-
term sustainable success, with executive
remuneration aligned to Company purpose
and values, clearly linked to the successful
delivery of the Company’s long-term strategy,
and that enable the use of discretion to
override formulaic outcomes and to recover
and/or withhold sums or share awards under
appropriate specified circumstances;
when determining Executive Director
remuneration policy and practices, considering
the Code requirements for clarity, simplicity, risk
mitigation, predictability, proportionality and
alignment to culture;
in determining remuneration policy,
taking into account all other factors which
the Remuneration Committee deems
necessary including relevant legal and
regulatory requirements, the provisions and
recommendations of the Code and associated
guidance;
reviewing the ongoing appropriateness and
relevance of the Remuneration Policy;
within the terms of the agreed Remuneration
Policy and in consultation with the Chair and/
or CEO, as appropriate, determining the total
individual remuneration package of each
Executive Director, the Company Chair and
senior managers including bonuses, incentive
payments and share options or other share
awards;
appointing remuneration consultants and
monitoring their independence;
reviewing the design of all share incentive plans
for approval by the Board and, where required,
shareholders. For any such plans, determine
each year whether awards will be made, and
if so, the overall amount of such awards, the
individual awards for Executive Directors and
senior managers, and the performance targets
to be used;
reviewing workforce remuneration and related
policies; and
working and liaising as necessary with other
Board committees, ensuring the interaction
between committees and with the Board is
reviewed regularly.
Supplementary Information
248
Financial Statements
174
Strategic Report
8
Governance
126
I-RES
Annual Report and Accounts 2023
REMUNERATION
POLICY
The following section sets out the Company’s
Remuneration Policy for Executive and Non-
Executive Directors (the “Policy”). The Policy will be
put forth for shareholder approval on an advisory
basis at the Company’s 2024 annual general
meeting and, if approved, will be effective from
this date. It is intended that the Policy will remain in
place until the 2028 annual general meeting.
In preparing the new policy, the Committee has
had to take into consideration a number of factors
including feedback from an extensive consultation
with shareholders, but above all we have sought
to balance incentivising the delivery of the existing
agile business model and strategy, aligned with
prevailing macroeconomic conditions ensuring
that we can continue to deliver sustainable growth
and performance, whilst also undertaking a
Strategic Review.
The macro-economic environment in which
we operate has changed since 2020 when the
current policy was introduced and continues
to be challenging, with persistent inflation and
an elevated interest rate environment having a
negative impact on both valuations and liquidity
in the global real estate market. We are subject to
more onerous regulatory limits on rental increases.
The macro-economic challenges have continued
to impact the share price, despite strong operating
performances and the business is trading at a
discount to NAV.
The Committee’s preparation of the next
Remuneration Policy has also been undertaken
against the backdrop of significant change to the
I-RES business model and also with potentially
substantial changes to come through the Strategic
Review. The key change is that since 2020, I-RES has
transitioned to internalised management and we
now have a fully integrated business enabling us
to provide enhanced operational capability across
our professionally managed portfolio of high-quality
residential units with enhanced responsibilities for
executive management.
In January this year, reflecting the continued
weakness in the share price, we also announced
that a Strategic Review will be conducted by the
Board which will comprise of a comprehensive
consideration of all strategic options to maximise
value. Options to be assessed will include but not
be limited to, new strategic initiatives, consolidation,
combinations, mergers or other corporate action,
a review of the Company’s status as a listed REIT,
the sale of the entire issued share capital of the
Company and selling the Company’s assets and
returning value to shareholders.
The challenge for the Committee has therefore been
to structure a new policy which aligns to the current
strategy, against a backdrop of potential change in
the future and a wide range of options which may
transpire. We have therefore sought to capture the
successful delivery of a comprehensive Strategic
Review in 2024 and if, as a result of this, the Policy no
longer incentivises the future strategy of I-RES, we
will of course consult on further changes and ask
Shareholders to review this policy with this context
in mind.
127
The key changes to the Policy are set out in the Remuneration Committee Chair’s letter.
In developing the Policy, the Committee has been mindful of the factors set out in the UK Code Provision 40:
Alignment to strategy
and culture:
Executive remuneration includes a balanced mix of basic salary and short and
long term incentives, aligned to the Company’s strategy and key performance
indicators. Please see page 32 of this Annual Report for more information on the
Company’s strategy and key performance indicators. The Company’s core values
are reflected in the remuneration arrangements.
Clarity and Simplicity:
The remuneration structure is simple to understand for both participants and
shareholders and is aligned to the strategic priorities of the business.
Risk:
The Policy includes a number of points to mitigate potential risk:
Defined limits on the maximum opportunity levels under incentive plans
Provisions to allow malus and clawback to be applied where appropriate
Performance targets calibrated at appropriately stretching but sustainable levels
Bonus deferral, LTIP holding periods, within-employment and post-employment
shareholding requirements ensuring alignment of interests between Executive
Directors and shareholders and encouraging sustainable performance
Predictability:
We aim for our disclosure to be clear to enable shareholders to understand
the range of potential values which may be earned under the remuneration
arrangements.
Proportionality:
A significant part of Executive Directors’ reward is linked to performance with a clear
line of sight between business performance and the delivery of shareholder value.
Supplementary Information
248
Financial Statements
174
Strategic Report
8
Governance
128
I-RES
Annual Report and Accounts 2023
Policy table for Executive Directors
Element
Operation
Opportunity
Performance
Metrics
Basic Salary
To provide a
fixed level of
compensation
reflecting the
individual’s
skills and
experience
The Committee will consider the
salary level from time to time
(typically annually) during the policy
period, having regard to the levels of
increase across the workforce, the
size and scope of the role and the
business, market data for similar roles
and individual development.
No maximum level.
Salary increases (in percentage
of salary terms) will normally be
considered in relation to those
applied to the workforce.
The Committee retains discretion to
award higher increases in certain
circumstances including, but not
limited to: significant changes in the
size and scope of the role; a material
change in the size and scale of the
business; a material change in market
practice; an Executive Director’s
development or performance in role
(e.g. to align a new appointment’s
salary with the market over time);
and/or to take account of relevant
market movements.
Not applicable
Benefits
To provide
benefits
which are
competitive
with market
practice
Benefits include, but are not limited
to: an annual taxable cash allowance
towards car and health cover
Relocation expenses may be offered
(on a one-off or on-going basis) in
certain circumstances.
No maximum level.
Not applicable
Pension
To provide
appropriate
post-
retirement
benefits
Fixed contributions into an approved
Company defined contribution
executive pension scheme or an
equivalent cash supplement (or
combination of both).
For the incoming CEO the maximum
pension contribution will be aligned
with the contribution available to the
majority of the workforce (currently 3%
of base salary).
For the CFO the pension contribution
for 2024 will be €40,000. This will be
reduced over time to align with the
pension contribution available to the
majority of the workforce by 1 January
2027.
For any new Executive Director
appointment, the maximum pension
contribution or cash supplement (or
combination of both) will be aligned
with the contribution available to the
majority of the workforce.
Not applicable
129
Element
Operation
Opportunity
Performance
Metrics
Annual Bonus
To support the
delivery of the
Company’s
business
strategy
and KPIs
and reward
annually for
contribution to
financial and
non- financial
performance
Annual bonus based on stretching performance metrics
set by the Committee usually at the start of each year.
80% of any amount earned is normally paid in cash with
the remainder delivered in the form of shares which are
held in trust for the Executive Director for three years, and
are subject to disposal restrictions. Dividends will be paid
as they arise.
Malus and clawback provisions apply (see table on
page 130).
The Committee has the discretion to override formulaic
outcomes in circumstances where it judges it would
be appropriate to do so and, in such circumstances,
the basis for the exercise of any such discretion will be
disclosed in the Remuneration Report.
The cash portion of the bonus may be payable (in whole
or in part) as an employer pension contribution if agreed
between the individual and the Committee.
Maximum
opportunity of up
to 150% of basic
salary in respect of
a financial year.
For the
achievement
of target
performance, 50%
of the maximum
opportunity would
normally be
expected to be
payable.
The
Committee will
determine the
performance
metrics, their
weightings and
the calibration
of targets
each year and
will disclose
these in the
Remuneration
Report.
2024
performance
metrics are set
out on page
146.
Long-Term
Incentive Plan
(LTIP)
To align the
interests of
the Executive
Directors
with those of
shareholders
and reward
the delivery
of long term
sustainable
performance
and the
creation of
shareholder
value
Annual awards of performance shares, normally subject
to three year performance metrics.
Awards will normally be subject to a two year post-
vesting holding period.
Dividend equivalents may accrue (as a cash amount or
additional shares) on performance shares.
Malus and clawback provisions apply (see table on
page 130).
The Committee has the discretion to override formulaic
outcomes in circumstances where it judges it would
be appropriate to do so and in such circumstances,
the basis for the exercise of any such discretion will be
disclosed in the Remuneration Report.
Maximum
opportunity of up
to 150% of basic
salary in respect of
a financial year.
The
Committee will
determine the
performance
metrics, their
weightings and
the calibration
of targets
each year and
will disclose
these in the
Remuneration
Report.
Performance
metrics for the
2024 awards
are set out on
page 147.
Shareholding
Requirement
To further align
the interests of
the Executive
Directors
with those of
shareholders
and
encourage
sustainable
performance
Within-employment: Executive Directors are expected
to build and maintain a shareholding interest in the
Company equivalent to at least 200% of basic salary.
Post-employment: Executive Directors who step down
from the Board are normally expected to retain a
shareholding in ‘guideline shares’ equal to 200% of basic
salary (or their actual shareholding on stepping down if
lower) for a period of two years after stepping down from
the Board.
‘Guideline shares’ do not include shares that the Executive
Director has purchased or shares that have been
acquired pursuant to the vesting of share plan awards
granted prior to 1 January 2020.
The Committee retains discretion to waive this post-
employment guideline if it is not considered to be
appropriate in the specific circumstances.
Not applicable
Not applicable
Supplementary Information
248
Financial Statements
174
Strategic Report
8
Governance
130
I-RES
Annual Report and Accounts 2023
Notes to the Policy table
Malus and clawback
Malus and clawback provisions apply to annual
bonus, deferred bonus and LTIP awards over the
following time periods:
Malus
Clawback
Annual
bonus
To such time as
payment is made.
Up to two years
following payment.
Deferred
bonus awards
Not applicable
Up to three years
following award
LTIP
awards
To such time as
the award vests.
Up to two years
following vesting.
Malus and clawback may apply in the following
circumstances:
A material misstatement of the Company’s
financial results.
An error in the information in which the bonus
outcome or the number of shares granted or
vesting under deferred bonus awards or LTIP
awards was determined.
Action or conduct of a participant which amounts
to gross negligence, serious misconduct or fraud.
Action or conduct of a participant which results in
serious reputational damage to the Company.
A material corporate failure.
Choice of performance metrics
The performance metrics for the annual bonus and
LTIP reflect the Company’s annual and long term
financial, strategic and ESG priorities, and are aligned
broadly with performance metrics used by real estate
sector peers. A proportion of the LTIP is subject to
total shareholder return performance relative to the
residential real estate sector. This helps support an
incentive framework whereby Executive Directors may
be rewarded for outperforming peers and delivering
shareholder value in a cyclical market. Targets are
set taking into account a number of reference points,
including the Company’s internal forecasts and the
external market.
Details of the performance metrics for the 2024
annual bonus and LTIP awards are set out on pages
146 and 147.
Discretions retained by the Committee in operating
the annual bonus and LTIP
The Committee will operate the annual bonus
(including the deferred share element) and the LTIP
according to their respective rules. The Committee
retains certain discretions, consistent with market
practice, relating to the operation and administration
of these plans, including:
The ability to adjust or set different performance
metrics or targets if events occur (such as a
change in strategy, a material acquisition and/
or divestment of a Group business or a change
in prevailing market conditions) which cause the
Committee to determine that the performance
metrics and/or targets are no longer appropriate
and the amendment is required so that they
achieve their original purpose and are not
materially less difficult to satisfy.
The ability to make adjustments to existing awards
in the event of a variation in share capital or a
demerger, delisting, special dividend or other
exceptional event that may affect the Company’s
share price.
Any use of the above discretions would, where
relevant, be explained in the Remuneration Report.
Service contracts and compensation for loss
of office
The incoming CEO’s service contract is terminable
either by the CEO or the Company providing six
months’ prior written notice. The CFO’s service
contract is terminable either by the CFO or the
Company providing 6 months’ prior written notice.
The Executive Directors are entitled to be paid their
full remuneration (net of any social welfare benefits)
during any periods of inability to work due to illness or
accident, not exceeding in aggregate six weeks in any
consecutive 12-month period.
131
The principles on which the determination of compensation for loss of office will be approached are set
out below.
Element
Policy
Payment in lieu of notice
Limited to salary and benefits over the unexpired notice period, subject to
mitigation.
Annual bonus
Discretionary payment based on the circumstances of the termination and after
assessing performance metrics and normally only for the service period worked.
The committee has discretion to pay the whole of any bonus earned for the year
of departure and/or preceding year in cash in appropriate circumstances.
Restricted shares remain in trust for 3 years post grant.
LTIP award
The extent to which any unvested award will vest will be determined in
accordance with the LTIP rules.
Unvested awards will normally lapse on cessation of employment. However,
if the Executive Director leaves as a good leaver (death, ill-health, injury or
disability, the sale of the business or company that employs the individual or for
any other reason at the Committee’s discretion), their unvested awards will vest
on the normal vesting date. In exceptional circumstances, the Committee may
determine that that the Executive Director’s award will vest early at the date of
cessation of employment. To the extent that the award vests, a two year holding
period would then normally apply (although the Committee may determine that
no holding period will apply in exceptional circumstances).
Vesting will depend on the extent to which the performance metrics have been
satisfied and will normally be subject to a pro-rata reduction to reflect the
proportion of the performance period served (although the Committee has
discretion to disapply time pro-rating if the circumstances warrant it).
Change of control
LTIP awards will normally vest on a change of control, taking account of the
degree to which performance metrics have been satisfied and the proportion
of the performance period that has elapsed.
The Committee may exercise its discretion to vary the level of vesting having
regard to the circumstances and reasons for the events giving rise to the
change of control or determine that it would be appropriate for the LTIP awards
to be exchanged for equivalent awards in the purchaser’s shares where such an
award would be substantially equivalent, in value and in terms and conditions, to
the award in the Company.
Other payments
In appropriate circumstances, payments may also be made in respect of items
such as accrued holiday, outplacement and legal fees.
The Committee reserves the right to make payments by way of settlement of
any claim arising in connection with the cessation of employment.
Supplementary Information
248
Financial Statements
174
Strategic Report
8
Governance
132
I-RES
Annual Report and Accounts 2023
Policy for Recruitment of New Executive Directors
The Committee will determine the remuneration arrangements in respect of any newly appointed Executive
Director in line with the policy table. The Committee also has discretion to include other remuneration elements
which it considers appropriate taking into account the specific circumstances of the recruitment, subject to the
principles set out below.
Element
Policy
Basic salary
Salary levels will be determined taking into account the experience of the
individual, the size and scope of the role and business, and comparative market
data for similar roles.
Where it is appropriate to initially position the salary below the market rate,
progressive increases (which may be above those of the workforce as a
percentage of salary) to achieve the desired salary positioning may be given
over the following few years subject to individual performance and continued
development in the role.
Buy-out awards
If for an external appointment it is necessary to buy out incentive arrangements
which would be forfeited on leaving the previous employer, this will be done
taking into account the form (e.g. cash or shares), vesting period and any
performance metrics applicable to the remuneration being forfeited.
Variable remuneration
The maximum level of variable remuneration which may be awarded to new
Executive Directors, excluding the value of any buy-out arrangements, will
normally be in line with the limits set out in the policy table.
The Committee may apply different performance metrics and/or performance
periods for initial awards made following appointment under the annual bonus
and/or LTIP, if it determines that the circumstances of the recruitment merit such
alteration.
If an Executive Director is appointed at a time in the year when it would be
inappropriate to provide an annual bonus or LTIP award for that year, subject
to the limits on variable remuneration set out in the policy table, the quantum
in respect of the period employed during the year may be transferred to the
subsequent year.
Other elements of
remuneration
Other elements may be included in the following circumstances:
An interim appointment being made to fill an Executive Director role on a
short term basis.
If exceptional circumstances require that the Chairman or Non-Executive
Director takes on an executive role on a short term basis.
Relocation benefits may be provided if an Executive Director is required to
relocate.
If an internal appointment is made, remuneration arrangements awarded prior to promotion to Executive
Director level will continue to run in line with the schedule and conditions determined at time of grant.
133
Non-Executive Director Fees
The remuneration of the Non-Executive Directors is
determined by the Board as a whole. No Director may
be involved in any decisions in respect of his or her
own remuneration.
Levels of remuneration for Non-Executive Directors
reflect the time commitment and responsibilities of
the role. The fees paid to Non-Executive Directors
are therefore set at a level which aims to attract
individuals with the necessary experience and ability
to make a significant contribution to the Company
and to compensate them appropriately for their
role. Levels of fees may be reviewed from time to
time during the policy period, having regard to any
significant changes in the size and scope of the
role and the business, and material changes in
comparative market data for similar roles.
Non-Executive Directors may be eligible to receive
benefits linked to their duties. This includes, but is not
limited to, travel costs.
The Chairman and Non-Executive Directors are
engaged under letters of appointment. Details are
provided on page 167 in the Directors’ Report.
Considerations of conditions and pay levels
for workforce and workforce engagement on
executive pay
During 2022 the number of employees in the
Company increased from 13 to 95 following the
acquisition of IRES Fund Management Limited
(IFML). That number has remained stable in 2023.
The Committee was mindful of the remuneration
arrangements, including fixed and variable
pay structures, in place for the workforce when
determining the Policy.
The Committee will continue to regularly review the
remuneration of the workforce to ensure it is attuned
to general pay and conditions when considering
remuneration for Executive Directors (for example,
the Committee will consider salary increases for the
workforce when determining salary increases for the
Executive Directors).
While the Committee currently does not consult
directly with employees when setting remuneration
for Executive Directors, it does take into account the
remuneration structures, policies and practices in
the Group as a whole, the feedback from employee
engagement activities and the information provided
by our external advisors. In addition, matters relating
to remuneration which come to the attention of Mr.
Tom Kavanagh, in his capacity as the Workforce
Engagement Director, are reported to the
Committee. The Group has a number of different
channels for engagement and the Committee will
consider how it can engage more effectively with
the wider workforce to explain broader pay policies
and practices and the alignment to the Executive
Directors’ Remuneration Policy.
Potential derogation from the Policy
The Committee intends that remuneration
arrangements will operate in accordance with the
Policy until an amended remuneration policy is put
to shareholders for approval. The European Union
(Shareholders’ Rights) Regulations 2020 allow for
the potential for a temporary derogation from the
Policy where doing so is necessary in exceptional
circumstances, to serve the long term interests
and sustainability of the traded PLC as a whole or
to assure its viability. By definition, it is not possible
to fully list all such exceptional circumstances,
but the Committee would only use such ability to
apply a derogation after careful consideration and
where the Committee considers the circumstances
were exceptional and the consequences for the
Company and shareholders of not doing so would
be significantly detrimental. Where time allowed,
shareholders would be consulted prior to applying
such a change, or, at minimum where this was not
possible, the full details of the derogation would be
communicated as soon as practical (e.g., by market
announcement/on the Company’s website) and
disclosed in detail in the next Remuneration Report.
Legacy arrangements
The Committee retains discretion to make any
remuneration payment and/or payment for loss of
office, to exercise any discretion available in relation
to such payment, notwithstanding that it is not in
line with this Policy where the terms of the payment
were agreed:
Before the date that the Company’s first
shareholder approved remuneration policy
came into effect.
Before this Policy came into effect (provided
that the terms of the payment were consistent
with the shareholder approved remuneration
policy in effect at the time the terms were
agreed).
At a time when the relevant individual was not
a director of the Company and, in the opinion
of the Committee, the payment was not in
consideration of the individual becoming a
director of the Company.
Supplementary Information
248
Financial Statements
174
Strategic Report
8
Governance
134
I-RES
Annual Report and Accounts 2023
ANNUAL
REMUNERATION
REPORT FOR 2023
This report will be submitted as an
advisory vote to shareholders at the
2024 AGM. The report complies with
the European Union (Shareholder’s
Rights) Regulations 2020.
Total Remuneration received for 2023
All elements of the remuneration received by the
Directors for 2023 were consistent with the Directors’
Remuneration Policy as approved by shareholders at
the 2020 AGM.
During the financial year ended 31 December 2023:
There were no deviations from the procedure for
implementing the Remuneration Policy.
There were no derogations from the Remuneration
Policy.
No use was made of the possibility to reclaim
variable remuneration using the malus and
clawback mechanisms described in the
remuneration policy.
The Remuneration Committee report for 2022
was the subject of an advisory shareholder
vote at the AGM in 2023. The resolution received
the support of 36.1% of those shareholders who
voted. As set out on page 120, the Chair of the
Remuneration Committee has consulted widely
with shareholders in respect of this vote and the
Remuneration Committee took into account all of
the feedback received in the formulation of the
2024 Remuneration Policy.
Base Salary for 2023
The actual base salaries paid to the Executive
Directors for the financial year ended 31 December
2023 are set out in the table below. As reported in
the Remuneration Committee report for 2022 Ms
Sweeney’s base salary was increased to €550,000
(15.8% increase) and Mr Fagan’s base salary was
increased to €355,000 (7.6% increase) with effect
from 1 January 2023.
Benefits for 2023
Ms Sweeney and Mr Fagan received an annual
taxable cash allowance of €25,000 and €13,500
respectively towards car and health cover.
Total Remuneration of Executive Directors in 2023
The table below sets forth the total remuneration
received by each Executive Director in respect of
2023 (and a comparison to 2022)
1
.
Fixed Remuneration
Variable Remuneration
Executive
Directors
Year
Basic
Salary
(€’000)
Fees
(€’000)
Benefits
(€’000)
Pension
(€’000)
Annual
Bonus
(€’000)
Deferred
Bonus
(€’000)
Long-Term
Incentive
(€’000)
(2)
Total
Remuneration
(€’000)
Proportion
of fixed and
variable
Margaret
Sweeney
2023
550
-
25
60
347
87
-
1,069
59%/41%
2022
475
-
25
60
348
87
-
995
56%/44%
Brian
Fagan
(3)
2023
355
-
14
49
(4)
178
44
-
640
65%/35%
2022
240
-
10
32
(4)
120
30
-
432
65%/35%
(1)
The table includes all emoluments paid to or receivable by Directors in respect of qualifying services during the review period. No
compensation for loss of office, payments for breach of contract or other termination payments were paid to any current or former
Director in the period under review.
(2) For more information on options and LTIP awards granted to the Directors, please refer to the section titled “Long-term Incentives”.
(3) Brian Fagan joined the Board 11 April 2022. The table includes all emoluments paid or receivable by Brian Fagan from 11 April 2022.
(4) Paid directly to Brian Fagan in lieu of pension contributions.
135
Pension for 2023
Ms Sweeney participates in a defined contribution
pension arrangement and Mr Fagan receives a cash
allowance in lieu of pension contributions. As reported
in the 2022 Remuneration Committee Report, the level
of pension contribution for Ms Sweeney was frozen at
15% of her 2021 base salary (€60,000) and the level
of cash allowance for Mr Fagan was frozen at 15%
of his 2022 base salary (€49,500). For 2023, pension
provision represented 10.9% and 13.9% of Ms Sweeny’s
and Mr Fagan’s base salaries respectively.
Annual bonus for 2023
The CEO’s and CFO’s annual bonus maximum
opportunity level for 2023 was 150% and 125% of basic
salary respectively. A bonus deferral arrangement is
in place such that 20% of any bonus paid is deferred
into Company shares for a period of three years
to promote sustainable performance and provide
additional alignment of the CEO and CFO with
shareholder interests.
For 2023, 70% of annual bonus for each of the CEO
and CFO was determined by financial performance
metrics and 30% was based on specific and
measurable strategic objectives. The weightings,
targets and performance against each are
summarised in the tables below:
2023 Financial Metrics for CEO and CFO
Measure
Weighting
(% of
Maximum
Bonus)
Threshold
Performance
(25% of
Maximum
Payout)
(2)
Target
Performance
(50% of
Maximum
Payout)
(3)
Stretch
Performance
(100% of
Maximum
Payout)
(4)
Performance
Achieved
Amount Earned
by CEO/CFO
(% of Max
Weighting)
Adjusted EPRA
Earnings
(1)
35
€24.34 million
€25.62 million
€26.26 million
€28.52 million
0%
Net Rental Income
35
€63.24 million
€66.57 million
€68.24 million
€67.91 million
90.3%
(1)
EPRA Earnings have been adjusted for non-recurring costs during the year. See further detail on non-recurring costs on page 23
(2) Threshold Performance is based on achieving 95% of Target perfrmance
(3) Target Performance is based on achievement of the 2023 Board Approved Budget
(4) Stretch Performance is based on achieving 102.5% of Target Performance
Based on performance against the EPRA Earnings and Net Rental Income targets, 66.6% of the maximum 70%
of the financial element would be payable. However, in recognition of the fact that Adjusted EPRA Earnings
declined by 22% in 2023, in principle due to increased financing costs associated with the ECB interest rate
increases, and the Committee, in agreement with the Executive Directors, exercised its discretion not to make a
pay-out on the Adjusted EPRA Earnings element. Therefore, the outcome was reduced to 31.6% of the maximum
70% of the financial element.
Supplementary Information
248
Financial Statements
174
Strategic Report
8
Governance
136
I-RES
Annual Report and Accounts 2023
2023 Strategic Objectives
CEO – Margaret Sweeney – 30% total weighting
Area
Aims and measures
Commentary
ESG
Percentage
Opportunity:
9%
Reduce Scope 1 emissions by 30%
Partially achieved
Scope 1 (absolute tCO2e) and Scope 2
reduction partially achieved
Data gathering exceeded plan
GRESB improved by 6 points in 2023 and
moved to 2-star category for the first time
– improvements in Sustainalytics and S&P
ratings also
Resident Satisfaction Survey score
improvement +10 points for 2023
Third party system selected
Reduce Scope 2 emissions by 10%
Progress Data gathering for Scope 3 energy
carbon on 50% of units in 2023 and update
baseline assessment for 2023 report to
Committee
Improve GRESB rating and one other rating
on 2022 scores
Improve Resident satisfaction score from
independent survey by 10%
Select and develop with third party a
functioning system for CSRD reporting for
IRES
Organisation
Percentage
Opportunity:
4%
Succession plans and executive
development for key management roles
Fully achieved
Succession and development plans
progressed
Employee Satisfaction 90% achieved
Maintain Employee satisfaction score
between 80% and 90% based on
independent employee survey (Benchmark
average is 65%)
Strategy
Percentage
Opportunity:
5%
Develop an updated strategy in consultation
with Board to take account of changed
macro economic environment and risks
Partially Achieved
Strategy developed, implemented, monitored
and revised throughout 2023. Capital
recycling of €96.5m and debt paydown
Risk
Percentage
Opportunity:
6%
Successfully oversee risk management
strategy to ensure no material avoidable
and within our control risks
Partially Achieved
Risk management framework incorporating
ESG and crises and incident management
progressed for the Group
Investor
Relations
Percentage
Opportunity:
6%
Develop and manage proactive investor
relations with existing and prospective
investors to achieve support of the approved
Company strategy
Partially Achieved
Considerable work on shareholder
engagement and communications but AGM
votes and requisitioned EGM indicate that
further work is required
137
CFO – Brian Fagan – 30% total weighting
Area
Aims and measures
Commentary
People
Percentage
Opportunity:
3%
Assume responsibility for and develop
Procurement Department
Fully Achieved
Delivered
Succession plans in place
Develop finance organisation including
succession planning
Operating
Platform
Percentage
Opportunity:
4%
Continue to develop management reporting
and enhance the functionality of IT systems
Partially achieved
Significant improvements in management
reporting during 2023. More timely
information to Operations
Established cross departmental working
group to focus on cost control and revenue
initiatives
Develop and manage an ongoing focus on
cost control and efficiencies
Operational
Capital
& Asset
Management
Percentage
Opportunity:
4%
Work with Asset Management Team with
increased focus on valuations, acquisitions
and capital recycling
Partially achieved
Successful capital recycling of €96.5m and
debt paid down
Working group in place across finance and
asset management focussed on capex and
sustainability investment
Develop with Asset Management Team and
Operations Team an overall framework for
capex
Risk
Management
Percentage
Opportunity:
6%
Continued oversight of risk management
strategy to ensure no material avoidable
and within our control risks
Partially achieved
Regular review and management of financial
risks and covenant compliance. Mitigation
measures implemented -revised Interest
Cover Ratio covenants agreed with Banks
and PPN investors
New Head of IT appointed. New IT security
and governance structures established
Continued review of Financial Risks, Funding
and covenant risks alongside development
of Forecasting model
Continued oversight of IT security
risk framework to ensure no material
unavoidable and within our control risks
Supplementary Information
248
Financial Statements
174
Strategic Report
8
Governance
138
I-RES
Annual Report and Accounts 2023
CFO – Brian Fagan – 30% total weighting
(continued)
Area
Aims and measures
Commentary
ESG
Percentage
Opportunity:
6%
Reduce Scope 1 emissions by 30%
Partially achieved
Scope 1 (absolute tCO2e) and Scope 2
reduction partially achieved
Data gathering exceeded plan
GRESB improved by 6 points in 2023 and
moved to 2-star category for the first time
– improvements in Sustainalytics and S&P
ratings also
Resident Satisfaction Survey score
improvement +10 points for 2023
Employee satisfaction 90% achieved
Reduce Scope 2 emissions by 10%
Progress Data gathering for Scope 3 energy
carbon on 50% of units in 2023 and update
baseline assessment for 2023 report to
Committee
Improve GRESB rating and one other rating
on 2022 scores
Improve Resident satisfaction score from
independent survey by 10%
Maintain Employee satisfaction score
between 80% and 90% based on
independent employee survey (Benchmark
average is 65%)
Select and develop with third party a
functioning system for CSRD reporting
for IRES
Strategy
Percentage
Opportunity:
5%
Work alongside CEO to develop an updated
strategy in consultation with Board to take
account of changed macro economic
environment and risks
Partially achieved
Strategy developed, implemented, monitored
and revised throughout 2023. Capital
recycling of €96.5m and debt paydown
Investor
Relations
Percentage
Opportunity:
2%
Manage alignment of analyst and market
consensus against company plans and
forecasts.
Partially achieved
Considerable work on shareholder
engagement and communications but AGM
votes and requisitioned EGM indicate that
further work is required
Support CEO with investor reporting and
relations with existing and prospective
investors to achieve support of the approved
Company strategy
139
The Remuneration Committee assessed performance
against each of the specific and measurable
strategic objectives. The Committee determined that:
for the CEO 21% of the maximum 30% of the
strategic element would be payable
for the CFO 18.5% of the maximum 30% of this
strategic element would be payable
Having carried out a thorough review and taking
account of the Committee discretion applied to
reduce the amount payable for the EPRA Earnings
metric from 100% to 0%, the Committee was satisfied
that the 2023 annual bonus outcomes were aligned
with overall Company and individual performance
as well as stakeholder experience during the
performance period.
Total Bonus and Bonus Deferral for 2023
The total bonus achieved by the CEO in respect of
2023 was 78.9% of base salary (52.6% of the maximum
bonus opportunity of 150% of base salary). In line
with this, on 21 February 2024, the Remuneration
Committee awarded the CEO a performance-related
bonus of €433,864. €347,091.20 (representing 80%)
was paid in cash. €86,772.80 (representing 20%),
was settled as a restricted entitlement, to the
beneficial interest in ordinary shares in the capital
of the Company.
The total bonus achieved by the CFO in respect
of 2023 was 62.6% of base salary (50.1% of the
maximum bonus opportunity of 125% of base salary).
In line with this, on 21 February 2024, the Remuneration
Committee awarded the CFO a performance-related
bonus of €222,272.53. €177,818.03 (representing 80%)
was paid in cash. €44,454.50 (representing 20%),
was settled as a restricted entitlement, to the
beneficial interest in ordinary shares in the capital
of the Company.
LTIP Awards Vesting
On 5 March 2021, the Remuneration Committee
awarded the CEO a conditional award over 335,820
shares under the terms of the LTIP (equivalent to 135%
of basic salary). The award was subject to EPS and
relative TSR performance measures over a three-year
performance period which ended on 31 December
2023. As set out in the table below, the threshold
performance targets were not achieved, and so the
awards did not vest and therefore lapsed in full on 5
March 2024.
Performance
level
Vesting
level
Adjusted EPS portion
(50% weighting)
Percentage growth in EPS:
2023 compared to base
year of 2020
TSR portion (50% weighting)
TSR relative to constituents
of the FTSE EPRA/NAREIT
Europe Developed Index
Below Threshold
0%
Below 2% p.a.
Below Median
Threshold
25%
2% p.a.
Median
Stretch (or above)
100%
3% p.a.
Upper Quartile
Performance
(8.5%) p.a.
Below Median
Supplementary Information
248
Financial Statements
174
Strategic Report
8
Governance
140
I-RES
Annual Report and Accounts 2023
LTIP Awards Granted During 2023
As noted in the 2022 Remuneration Report, on 15 March 2023, the Remuneration Committee awarded the CEO
and the CFO each a conditional award over 750,000 and 358,586 shares respectively, under the terms of the
LTIP (equivalent to 135% and 100% of basic salary respectively).
The vesting of the 2023 award is subject to the achievement of the performance conditions set out in the table
below. In the event of vesting at the end of the three-year performance period, awards will be held for a further
period of at least two years.
Performance
level
Vesting
level
Adjusted EPS portion
(50% weighting)
Percentage growth
in EPS: 2025 compared
to base year of 2022*
TSR portion
(50% weighting) TSR
relative to constituents of
the residential subsector
of the FTSE EPRA NAREIT
Europe Developed Index
Below Threshold
0%
Below 2% p.a.
Below Median
Threshold
25%
2% p.a.
Median
Stretch (or above)
100%
3% p.a.
Upper Quartile
Between Threshold
and Stretch
Pro-rate between
25%and 100%
Between 2% and 3% p.a.
Between Median
and Upper Quartile
Name
Number of shares
awarded in 2023
Share Price at
Date of award
Face Value at
Date of award
Margaret Sweeney
750,000
€0.99
€742,500
Brian Fagan
358,586
€0.99
€355,000
* Adjusted EPS targets are based on normalised EPRA earnings which is calculated by excluding from EPRA earnings the effects of certain
non-recurring and exceptional items.
The Committee is satisfied that the adjusted EPS performance range set for the 2023 LTIP awards was
stretching relative to internal modelling and external forecasts, particularly given the increasing interest rate
environment and the continued regulatory pressure facing the business and sector through rental caps.
While the Committee acknowledges that the share price for the 2023 award was well below the share price
for the 2022 award, as with each award, the Committee will conduct a rigorous evaluation of vesting levels
against the shareholder and stakeholder experience at the conclusion of the performance period. This includes
consideration of whether there has been any windfall gains over the vesting period. Where the Committee
considers that a windfall gain has arisen then they may reduce the award at vesting.
Going forward, the Committee has agreed that for any future LTIP award the Committee will carry out an
evaluation of the award levels both at the time of award and at the time of vesting in relation to the share price.
141
Non-Executive Director Fees in 2023
Non-Executive Directors (NEDs) have letters of appointment which set out their duties and responsibilities. The
appointments are initially for a three-year term but are terminable on three months’ notice.
In 2023, the NEDs were paid a fee of €65,000 per annum with additional fees paid to the Senior Independent
Director (€15,000 per annum) and Committee Chairs (€25,000 per annum). The Chairman received an annual
fee of €200,000.
The table below sets forth the total remuneration received by each NED (other than the Chairman) in respect of
2023 (and a comparison to 2022).
Base
Fee
Committee
Chair Fee
SID
Fee
Total
Non-Executive
Directors
2023
€’000
2022
€’000
2023
€’000
2022
€’000
2023
€’000
2022
€’000
2023
€’000
2022
€’000
Aidan O’Hogan
(1)
23
65
9
25
5
15
37
105
Denise Turner
(2)
43
-
-
-
-
-
43
-
Hugh Scott-Barrett
(3)
65
17
-
-
-
-
65
17
Joan Garahy
(1)
65
65
25
25
10
-
100
90
Philip Burns
65
65
-
-
-
-
65
65
Stefanie Frensch
(4)
65
65
17
-
-
-
82
65
Tom Kavanagh
65
65
25
25
-
-
90
90
(1)
Aidan O’Hogan retired from the Board on the 4 May 2023; Joan Garahy took over as SID on 4 May 2023.
(2) Denise Turner joined the Board on 4 May 2023.
(3) Hugh Scott-Barrett joined the Board on 29 September 2022.
(4) Stefanie Frensch took over as Chair of the Sustainability Committee on 4 May 2023.
Supplementary Information
248
Financial Statements
174
Strategic Report
8
Governance
142
I-RES
Annual Report and Accounts 2023
Comparative information on the change of remuneration and company performance
The table below compares the year-on-year change in total remuneration of each of the Directors over the
past five years with company performance over the same period. On 31 December 2020 the Company had
3 employees and on 31 December 2021 the Company had 11 employees (one of whom sat on the Board). On
December 2022 and 2023, the Company had 95 employees. Comparable year-on-year change in average
remuneration for the workforce therefore cannot be provided for the full previous 5 years. The table below
compares the year-on-year change in average remuneration for the workforce from 2021 to 2022 and from
2022 to 2023.
Name
Role
2019
2020
2021
(5)
2022
2023
Executive Directors’ Remuneration
Margaret Sweeney
Remuneration
1,037
632
1,058
995
1,069
% Change
42%
(39%)
67%
(6%)
7%
Brian Fagan
Remuneration
-
-
-
432
640
% Change
-
-
-
48%
(1)
Non-Executive Directors’ Remuneration
Declan Moylan
Remuneration
134
140
170
200
200
% Change
34%
4%
21%
(2)
18%
0%
Aidan O’Hogan
Remuneration
75
75
90
105
37
% Change
0%
0%
20%
(3)
17%
(65%)
(9)
Denise Turner
Remuneration
-
-
-
-
43
% Change
-
-
-
-
N/A
(11)
Hugh Scott-Barrett
Remuneration
-
-
-
17
65
% Change
-
-
-
282%
(4)
Joan Garahy
Remuneration
75
75
83
90
100
% Change
0%
0%
11%
8%
11%
(10)
Philip Burns
Remuneration
50
50
58
65
65
% Change
0%
0%
16%
12%
0%
Stefanie Frensch
Remuneration
-
-
33
65
82
(12)
% Change
-
-
-
97%
(6)
26%
Tom Kavanagh
Remuneration
50
50
71
90
90
% Change
72%
(7)
0%
42%
(8)
27%
0%
Company Performance
EPRA Earnings
Total (€ millions)
33.1
34.0
31.6
30.9
27.6
% Change from previous year
19%
3%
(7%)
(2%)
(11%)
EPRA EPS
Total (cents)
6.9
6.5
6.0
5.8
5.2
% Change from previous year
6%
(6%)
(8%)
(3%)
(11%)
Total Number of
Residential Units
Total
3,666
3,688
3,829
3,938
3,734
% Change from previous year
37%
1%
4%
3%
(5%)
Additional Numbers
Adjusted EPRA Earnings
Total (€ millions)
33.1
36.3
37.1
36.6
28.5
% Change from previous year
19%
10%
2%
(1%)
(22%)
Adjusted EPRA EPS
Total (cents)
6.9
7
7
6.9
5.4
% Change from previous year
6%
1%
0%
(1%)
(22%)
Average remuneration on
a full time equivalent basis
of employees of the Group
Remuneration
149
62
65
% Change from previous year
(58%)
(13)
4%
(1)
On 11 April 2022, Brian Fagan was appointed to the Board as a full time Executive Director. Therefore the 2022 disclosure is for part of the year only.
(2)
Declan Moylan’s annual fee for his role as the Chairman was increased effective 1 July 2021 which resulted in a 21% increase from 2020 to 2021.
(3)
Aidan O’Hogan’s increase of 20% in 2021 was due to the Board’s decision to remunerate the role of Senior Independent Director.
(4) Hugh Scott-Barrett was appointed to the Board on 29 September 2022. Therefore the disclosure in 2022 is for part of a year only.
(5) As of 1 July 2021, the annual fee for all Non-Executive Director roles was increased to €65,000.
(6) Stefanie Frensch was appointed to the Board on 1 July 2021. The increase of 97% in 2022 was due to Ms Frensch being part of the Board for
a full year.
(7)
Tom Kavanagh was appointed to the Board 1 June 2018. The increase of 72% in 2019 was due to Mr Kavangh being part of the Board for a full year.
(8) Tom Kavanagh was appointed Chair of the Sustainability Committee on 11 May 2021.
(9) Aidan O’Hogan retired from the Board on 4 May 2023.
(10) Joan Garahy was appointed SID on 4 May 2023 after Aidan O’Higan’s retirement from the Board.
(11) Denise Turner joined the Board on 4 May 2023.
(12) Stefanie Frensch became Chair of Sutainability Committee from 4 May 2023.
(13) On 31 January 2021, the Company had 11 employees (one of whom was the CEO). On 31 January 2022, the Company acquired I-RES Fund
Management Limited. As a result, on 31 December 2022 the Company had 95 employees. The comparative figure for 2022 therefore is not of a
like for like workforce.
143
Interests of Directors and the Secretary in the share capital
As of 31 December 2023, the CEO maintained a ‘shareholding interest’ of 567% of base salary based on
a market price of €1.11 being the closing price of the Company’s shares on 31 December 2023.
As of 31 December 2023, the CFO maintained a ‘shareholding interest’ of 52% of basic salary based on
a market price of €1.11 being the closing price of the Company’s shares on 31 December 2023 and in line
with the Remuneration Policy will continue to build up his shareholding.
The movement in Directors’ and Company Secretary’s shares during 2023 is set out below:
Name
Ordinary
Shares at 1
January
2023
Ordinary
Shares at 31
December
2023
% of
Company
as at 31
December
2023
Outstanding
Option
Awards as at 1
Janaury 2023
Outstanding
Restricted
Shares pursuant
to the LTIP at
31 December
2023
(1)
Ordinary
Shares as
at 7 March
2024
Declan Moylan
150,000
150,000
0.03%
150,000
Margaret Sweeney
432,912
512,254
0.10%
4,596,499
1,516,189
(4)
599,505
Brian Fagan
29,086
166,737
0.03%
776,265
202,496
Aidan O'Hogan
(2)
186,774
186,774
0.04%
186,774
Denise Turner
(3)
41,666
0.01%
41,666
Hugh Scott-Barrett
40,000
40,000
0.01%
40,000
Joan Garahy
34,850
34,850
0.01%
34,850
Phillip Burns
Stefanie Frensch
30,000
30,000
0.01%
30,000
Tom Kavanagh
81,129
81,129
0.02%
81,129
Anna-Marie Curry
4,143
14,171
0.00%
109,378
27,859
Totals
988,894
1,257,581
0.24%
4,596,499
2,401,832
1,394,279
(1)
LTIP awards granted in 2021 did not vest and so lapsed in full on 5 March 2024 as the threshold EPS and relative TSR targets were not
achieved.
(2) Aidan O’Hogan retired from the Board on 4 May 2023 and so the disclosure is made up to that date.
(3) Denise Turner joined the Board on 4 May 2023.
(4) On 5 March 2024 the 2021 LTIP, which consisted of the grant of a conditional award of 335,820 shares to Ms Sweeney, did not vest and so
lapsed in full.
In accordance with the disclosure requirements prescribed by Euronext Dublin Listing Rule 6.1.82(1), the interests
disclosed above include both direct and indirect legal and beneficial interests in shares. Other than as noted
above, there were no movements in Directors’ shareholdings or outstanding option awards or Restricted Shares
pursuant to the LTIP between 31 December 2023 and 7 March 2024.
The Directors and the Company Secretary have no beneficial interests in any of the Group’s subsidiary or
associated undertakings.
The Company is not aware of any other arrangements between its shareholders which may result in
restrictions on the transfer of securities or voting rights.
Financial Statements
174
Strategic Report
8
Governance
Supplementary Information
248
144
I-RES
Annual Report and Accounts 2023
Market value share options
Director
Grant
Date
Exercise
Price (€)
No of
Options
01 Jan
21
Options
granted
during
the
period
Amount
Exercisable
Options
vested
during
the
period
Options
exercised
during
the
period
Options
lapsed
during
the
period
No of
options
31 Dec
2023
Vesting
Date(s)
Latest
date for
exercise
Margaret
Sweeney
10-
Jul-19
1.682
1,294,038
1,294,038
1,294,038
One third in
each year
starting 10-
Jul-2020
09-
Jul-26
Margaret
Sweeney
18-
Jun-19
1.71
1,302,461
1,302,461
1,302,461
One third in
each year
starting 18-
Jun-2020
17-
Jun-26
Margaret
Sweeney
16-
Nov-17
1.489
2,000,000
2,000,000
2,000,000
One third in
each year
starting 16-
Nov-2018
15-
Nov-24
Performance based LTIP awards
Director
Grant Date
No of
awards
held
Awards
granted
during
the period
Awards
vested
during
the period
Awards
lapsed
during
the period
Total
lapsed
during
the period
Total
number of
awards 31
Dec 2023
Performance
Period
Vesting
Date
Margaret
Sweeney
21-Mar-23
750,000
750,000
1 Jan 23 -
31 Dec 25
21-
Mar-26
Margaret
Sweeney
23-Feb-22
430,369
430,369
1 Jan 22 -
31 Dec 24
23-
Feb-25
Margaret
Sweeney
05-Mar-21
335,820
(1)
335,820
1 Jan 21 -
31 Dec 23
05-
Mar-24
Margaret
Sweeney
27-Mar-20
437,601
437,601
(2)
437,601
0
1 Jan 20 -
31 Dec 22
27-
Mar-23
Brian
Fagan
21-Mar-23
358,586
358,586
1 Jan 23 -
31 Dec 25
21-
Mar-26
Brian
Fagan
25-Feb-22
221,476
221,476
1 Jan 22 -
31 Dec 24
25-
Feb-25
Brian
Fagan
05-Aug-21
196,203
(1)
196,203
1 Jan 21 -
31 Dec 23
05-
Aug-24
(1)
LTIP awards granted in 2021 did not vest and so will lapse in full during 2024 as the threshold EPS and relative TSR targets were not achieved.
(2) LTIP awards granted in 2020 did not vest and so lapsed in full during 2022 as the threshold EPS and relative TSR targets were not achieved.
Employee Share Schemes
Options and performance based LTIP awards are issuable pursuant to I-RES’ share-based compensation plans.
Eligible participants include employees or Executive Directors of the Company. Further details on the share
schemes are included in note 13 of the Group financial statements.
145
IMPLEMENTATION OF
REMUNERATION POLICY
IN 2024
CEO and CFO Remuneration in 2024
Basic salary
Ms Sweeney’s base salary for 2024 is €550,000, which
is in line with her 2023 base salary. Mr Byrne was
appointed on a base salary of €475,000.
As disclosed in our 2022 Directors’ Remuneration
Report, the Committee reviewed Mr Fagan’s base
salary in 2022 following an expansion in his CFO role
and responsibilities and to provide closer alignment
with market practice for similar sized companies.
The Committee agreed to increase his base salary
from €330,000 to €380,000 on a phased basis over
a two-year period. His base salary was increased to
€355,000 with effect from 1 January 2023, with the
further increase to €380,000 to take effect from 1
January 2024 subject to his performance and Group
performance. The Committee considered that the
implementation of the second phase of the CFO’s
base salary increase to €380,000 was appropriate
taking into account Mr Fagan and the Company
performance in 2023. In particular, the Committee
noted the successful delivery of the Capital recycling
of c.€100 million of disposals for the purposes of debt
paydown and profits available for distribution and the
risk mitigation measures implemented throughout the
year to offset the increasing interest rate environment
including the negotiation of revised Interest Cover
Ratio covenants with the Company’s RCF Banks and
Private placement investors. Accordingly, Mr Fagan’s
base salary was increased to €380,000 with effect
from 1 January 2024.
Executive Director changes – retirement
arrangements for Ms Sweeney
Ms Sweeney will step down as CEO and retire from the
Board on 30 April 2024 following an orderly transition
to her successor. The treatment of Ms Sweeney’s
remuneration arrangements is set out in the table
below. There are no special arrangements in relation
to Ms Sweeney’s retirement. This has been agreed by
the Committee, in accordance with the Remuneration
Policy, taking into account her significant contribution
to the Group over the last six and a half years and her
commitment to ensure a successful transition of the
CEO role.
Element
Agreed Treatment
Base salary,
benefits and
pension
Will continue to receive her salary,
benefits and pension until she
steps down as CEO and retires
from the Board.
Annual bonus
Will be eligible to receive a bonus
equal to 150% of salary for the
year ended 31 December 2024
pro-rated for time served as CEO
during the year. Any bonus earned
will be paid at the usual time in
2025, following the assessment of
the performance metrics.
Deferred bonus
shares
Remain in trust for 3 years post
grant
LTIP awards
Will not be granted an LTIP award
in 2024.
Unvested LTIP awards will:
continue to vest in accordance
with their normal vesting
timetable, subject to the
achievement of the relevant
performance metrics; and
be pro-rated for time served
as CEO during the relevant
performance periods.
Any shares that vest will be
subject to a two-year post-
vesting holding period.
Options
12 months ‘exercise or lapse’
period for vested options
Supplementary Information
248
Financial Statements
174
Strategic Report
8
Governance
146
I-RES
Annual Report and Accounts 2023
Annual Bonus
The 2024 bonus opportunity for the CEO and CFO is equal to 150% of salary and 125% of salary respectively.
Ms Sweeney’s annual bonus will be pro-rated based on her period in employment for the 2024 financial year
and Mr Byrne’s annual bonus will be pro-rated based on his start date.
In each case, 20% of any bonus payment will be deferred for three years into shares in line with the
Remuneration Policy.
As a result of the review carried out by the Remuneration Committee during 2023 and taking on board
shareholder feedback, the Committee has decided to significantly broaden the scope of the incentive
framework to include five separate metrics for the annual bonus. The table below sets out the performance
metrics and weightings, together with the rationale for the metrics.
Due to matters of commercial sensitivity it would not be in the interests of the Company to disclose the precise
operational targets for the annual bonus at the date of production of this report. Full details of targets and
performance against each will be set out on a retrospective basis in the 2024 Remuneration Report.
Strategic Focus Area
Objective/Selection Rationale
Measure/
KPIs linked to
strategic focus
area
Weighting
Operational Excellence
Incentivise management to focus on
growing rental and ancillary income
and reducing operating expenses
Net Rental
Income Margin
20%
Operational Excellence
Incentivise management to maximise
profitability from operations and focus
on interest cost management
EPRA Earnings
25%
Asset Management Strategy
Incentivise management to maintain
Loan to Value at a sustainable level
Loan to Value
10%
Capital Management
Operational Excellence
Incentivise management to actively
manage the assets throughout the
prevailing economic conditions
Net Asset Value
15%
Asset Management Strategy
Capital Management
Operational Excellence
Incentivise management to deliver
against key strategic priorities
during 2024 of which up to 20%
will be dedicated to the Strategic
Review (Robust, thorough and timely
completion of the Strategic Review as
well as robust and thorough progress
of the actions arising from the Strategic
Review in-line with the Board agreed
timetable) and the remainder to ESG
and other non-financial operational
matters. See page 136 for further details.
Strategic
measures
(including
Strategic Review
and ESG) Full
details will
be disclosed
in the 2024
Remuneration
Report
30%
Asset Management Strategy
Sustainability
147
Long Term Incentives
Subject to shareholder approval of the 2024 Remuneration Policy and LTIP Rules, Mr Byrne and Mr Fagan will
be granted LTIP awards with a maximum opportunity equal to 135% of salary and 100% of salary respectively.
As a result of the review carried out by the Remuneration Committee during 2023 and taking on board
shareholder feedback, the Committee has decided to broaden the scope of the long term incentive framework
and intends to include four separate metrics for 2024. The Committee is intending to include an ESG metric
recognising the growing importance of ESG and also Total Accounting Return which recognises the importance
of the NAV and the dividend to shareholders. The table below sets out the proposed performance metrics and
weightings, together with rationale for the metrics.
Strategic Focus Area
Objective/Selection Rationale
Measure/
KPIs linked to
strategic focus
area
Weighting
Operational Excellence
Incentivise management to deliver
growth in bottom line for shareholders
over the longer-term
EPS
30%
Operational Excellence
Incentivise management to deliver
growth in NAV and deliver a sustained
dividend over the longer-term
Total Accounting
Return
30%
Asset Management Strategy
Operational Excellence
Aligned with shareholder value creation
Incentivise management to outperform
peers over the longer-term
Total
Shareholder
Return
30%
Asset Management Strategy
Capital Management
Sustainability
Incentivise management to deliver
carbon reduction targets in line with
the Sustainability Strategy
Carbon
emissions
reduction
10%
(1) EPS is based on normalised EPRA earnings which is calculated by excluding from EPRA earnings the effects of certain non-recurring and
exceptional items.
Supplementary Information
248
Financial Statements
174
Strategic Report
8
Governance
148
I-RES
Annual Report and Accounts 2023
The proposed targets for the 2024 LTIP are set out in the table below. The awards will be granted after the AGM.
Full details of the actual grants will be disclosed at the time of grant and in the 2024 Remuneration Report.
Vesting Level
LTIP Criteria
Allocation
0%
25%
100%
Pro Rata
between
25% and 100%
EPS (Percentage growth in
EPS 2026 compared to base
year of 2023)
30%
Below
2% p.a.
2% p.a.
3% p.a.
Between 2%
and 3% p.a.
Total Shareholder Return
(relative to constituents of
the residential subsector of
the FTSE EPRA NAREIT Europe
Developed Index)
30%
Below
Median
Median
Upper
Quartile
Between
median and
upper quartile
Total Accounting Return (TAR
over the performance period)
30%
Below
3% p.a.
3% p.a.
8% p.a.
Between 3%
and 8% p.a.
% Reduction Scope 1 (I-RES’
Headquarters) and Scope 2
(wholly managed buildings)
combined greenhouse gas
emissions on a like for like
basis in 2026 compared to
base year of 2023.
10%
8%
10%
12%
Between 8%
and 12%
The Committee has and will always conduct a
rigorous evaluation of vesting levels against the
shareholder and stakeholder experience at the
conclusion of the performance period, including
consideration of whether there have been any
windfall gains over the vesting period. The Committee
has taken on board shareholder feedback and has
decided to strengthen its practice such that, for
the 2024 LTIP award and any future LTIP award, the
Committee will also carry out an evaluation of the
award levels at the time of award in the context
of guarding against potential windfall gains. The
Committee notes that the Company’s share price
is similar to its share price at the time the 2023 LTIP
awards were granted and therefore, at this time, does
not consider a reduction in the 2024 LTIP award level
necessary to guard against potential windfall gains.
Executives’ external appointments
The Executive Directors are permitted to take on
external appointments with other publicly listed
companies with the prior approval of the Board.
The Board recognises that there are benefits to
both the Company and the Executive Directors, for
the Executive Directors to serve as a Non-Executive
Board member of other companies. The Executive
Directors are permitted to retain any payments
received in respect of such appointments.
Margaret Sweeney served as a Non-Executive
Director of Dalata Hotel Group plc until 27 April 2023.
Ms Sweeney retired as a Director on 27 April 2023.
She received a fee in 2023 of €29,000 in relation to
this role.
On 21 September 2023, it was announced that
Margaret Sweeney was appointed as an Independent
Non-Executive Director to the Board of Bank of Ireland
Group plc and the Court of Directors of The Governor
and Company of the Bank of Ireland with effect from
1 October 2023, for which she received a fee of
€20,000 in 2023.
External Services
The Remuneration Committee has engaged
remuneration consultants, Deloitte LLP, who have no
other relationship with the Group or any individual
Director, to provide advice in relation to executive
remuneration and the remuneration report. Deloitte is
a founder member of the Remuneration Consultants
Group and as such voluntarily operates under its Code
of Conduct in relation to executive remuneration.
Deloitte’s fees for advice during 2023 were €98,000.
Disclosures required under the provisions of the
Alternative Investment Fund Managers Directive
(Directive 2011/61/EU) as amended
I-RES Fund Management Limited (IFML) is the Alternative
Investment Fund Manager for the Company.
The total remuneration paid in the period to the staff
of IFML, all of whom are engaged in managing the
Group’s activities, was €4.7 million, of which €4.2
million comprised fixed remuneration and €0.5million
comprised variable remuneration. The number of
staff employed by IFML as at 31 December 2023
was 78 (78 as at 31 December 2022). There were no
senior managers or members of staff of IFML whose
actions had a material impact on the risk profile of
the Company.
149
Supplementary Information
248
Financial Statements
174
Strategic Report
8
Governance
150
I-RES
Annual Report and Accounts 2023
The Nomination Committee plays a fundamental
role in ensuring we select and recommend
strong candidates for appointment to the Board.
The Committee monitors and evaluates the
balance of skills, experience, independence and
knowledge on the Board and its Committees,
so that they can effectively discharge their
responsibilities, with any changes recommended
to the Board for its review and decision.
The Committee is also responsible for succession
planning and also has a role in monitoring talent
development at senior management level.
In 2023, we welcomed Denise Turner to the Board
as an Independent Non-Executive Director.
On appointment to the Board she joined this
Committee as well as the Audit and Remuneration
Committees. We are delighted that Ms. Turner has
joined the Board as she brings with her a wealth
of experience that has further enhanced the
knowledge and skills of the Board as a whole.
Given the Board refreshment which had taken
place in the 12 months up to May 2023 the
Nomination Committee took the opportunity
to review the composition of each of the
Board Committees in order to ensure that
the appropriate balance of skills, knowledge,
experience, diversity and independence was
brought to each Committee. As a result of
that review several Committee changes were
implemented. Ms. Joan Garahy took up the role
of Senior Independent Director and Chair of the
Remuneration Committee on the retirement of
Aidan O’Hogan. Ms Garahy stepped down as
Chair and as a member of the Audit Committee.
Mr. Tom Kavanagh took up the role of Chair of the
Audit Committee and stepped down from his role
as Chair of the Sustainability Committee while
remaining on that committee. Mr Kavanagh also
stepped down from the Remuneration Committee.
Ms. Stefanie Frensch has taken up the role of Chair
of the Sustainability Committee, while Mr Phillip
Burns became a member of the Sustainability
Committee having stepped down as a member of
the Nomination Committee. Mr Hugh Scott-Barrett
became a member of the Audit Committee and
the Remuneration Committee on 4 May 2023.
As previously announced by the Company,
I will not seek re-election to the Board at the
Company’s Annual General Meeting in 2024.
As a result, in the second half of 2023, a Chair
Succession Committee, led by Joan Garahy as
Senior Independent Director and including Denise
Turner and Tom Kavanagh was appointed to run a
process to identify and make a recommendation
to the Board on a new Independent Non-Executive
Chair to replace me on my retirement in 2024.
REPORT OF THE
NOMINATION
COMMITTEE
Dear Shareholder,
I am pleased to present the
Report of the Nomination
Committee for the year ended
31 December 2023 which details
the main activities undertaken
by the Committee during
the year.
Nomination Committee Membership
Declan Moylan
(Chair)
Appointed 31 March 2014
Joan Garahy
Appointed 1 November 2017
Denise Turner
Appointed 4 May 2023
Hugh Scott-Barrett
Appointed 23 February 2024
Phillip Burns
Appointed 23 March 2016
Stepped down 24 May 2023
Aidan O’Hogan
Appointed 31 March 2014
Retired 4 May 2023
151
Korn Ferry were appointed to assist with that
recruitment process. Korn Ferry have no connection
with the Company, or any individual Director.
On 31 October 2023 the Board announced that Ms
Margaret Sweeney had notified the Board of her
intention to retire from her role as CEO and Executive
Director in April 2024 having served as CEO for
the past six years. As a result, the Nomination
Committee led by myself as Chair also ran a
process to identify and make a recommendation
to the Board on a new CEO and Board Director to
replace Ms Margaret Sweeney on her retirement
in 2024. After a tender process Korn Ferry were
appointed to assist with that recruitment process
also. The Committee were strongly of the view that
the interaction between the Chair and CEO roles
was such that it was important that the same Board
members and the same external provider was
involved in both appointment processes.
Board Evaluation
The Board Evaluation process assesses and reports
on the effectiveness of the Board, its Committees
and the Directors, both individually and collectively.
This year the Board carried out an externally
facilitated Board evaluation with the assistance of
Independent Audit Limited. Further details of the
outcome of this evaluation can be found in this
report on page 155.
Looking ahead
I am grateful to shareholders for understanding the
desirability of balancing continuity in stewardship
and avoiding changing both the Chair and the
Senior Independent Director at the same time in
2023. I stated in the 2022 Annual Report and at the
2023 AGM, that I would be stepping down as Chair
at the latest at the AGM in 2024.
After a rigorous succession process, involving both
internal and external candidates, on 11 January
2024, the Board announced its decision to appoint
Hugh Scott-Barrett to succeed me, as Chair of the
I-RES Board, with effect from the publication of the
Company’s 2023 results on 23 February 2024.
In making this appointment, the Board took into
account Hugh’s extensive board and governance
experience and his deep understanding of the
international listed real estate sector.
On taking up his appointment as Chair on 23
February 2024 Hugh stepped down from the Audit
Committee and joined the Nomination Committee
in order to participate in the appointment of the
new CEO.
On 13 March 2024, the Board announced the
appointment of Eddie Byrne as CEO Designate,
with effect from 8 April 2024. Mr Byrne will succeed
Margaret Sweeney as CEO and Executive Director of
the Board with effect from 1 May 2024.
Eddie Byrne’s appointment also follows an
extensive and rigorous selection process, led by the
Nomination Committee.
This is my final report as Chair of I-RES. I leave the
Board in good hands with an experienced Chair and
a skilled and diverse membership with appropriate,
highly experienced individuals and local market
knowledge. The Board has been significantly
refreshed. By the time of the 2024 AGM, more than
50% of the Directors will have a tenure of less than
3 years, and the Committee Chairs and the Senior
Independent Director role will all have been rotated
within the previous 12 months.
I have throughly enjoyed my time on the I-RES
Board and I look forward to engaging with our
Shareholders for one last time at the 2024 AGM.
Declan Moylan
Chair of the Nomination Committee
Supplementary Information
248
Financial Statements
174
Strategic Report
8
Governance
152
I-RES
Annual Report and Accounts 2023
The Nomination Committee is chaired by Declan
Moylan, who until 23 February 2024 was also the
Chair. The Company considers the Chairman of
the Company to be independent and accordingly
all members of the Nomination Committee are
independent. Therefore, the Nomination Committee
is constituted in compliance with the Code and the
Articles of Association regarding its composition.
All members are appointed for an initial term of up to
three (3) years, which may be extended by the Board.
Meetings of the Nomination Committee
The Nomination Committee meets at least twice
per year and as otherwise required. The Nomination
Committee met eight (8) times during the period
from 1 January 2023 to 31 December 2023 (including
in respect of CEO and Chair Succession).
Nomination Committee Attendance 2023
Terms of Reference and
Principal Duties
The Nomination Committee reviews its terms of
reference on an annual basis for best practice
and compliance with the Code and, if necessary,
proposes for formal Board adoption amendments
to the Nomination Committee’s terms of reference.
The Board reviewed the terms of reference for
the Nomination Committee most recently on
21 November 2023 and confirmed that there were
no substantive changes required. The roles and
responsibilities delegated to the Nomination
Committee under the terms of reference can be
accessed electronically at www.i-res.ie.
The Nomination Committee evaluates its own
performance relative to its terms of reference.
Following the 2023 external review, it was
concluded that the Nomination Committee
was operating effectively.
The Nomination Committee’s principal duties include:
Regularly reviewing the structure, size and
composition of the Board and making
recommendations to the Board with regard to
any changes and evaluating the balance of skills,
knowledge, experience and diversity on the Board;
Identifying and nominating, for the approval of the
Board, candidates to fill Board vacancies as and
when they arise;
For new appointments to the Board – evaluating
the balance of skills, knowledge, experience and
diversity on the Board and, in the light of this
evaluation, preparing a description of the role and
capabilities required for a particular appointment
and the time commitment expected. In identifying
suitable candidates considering candidates from
a wide range of backgrounds and considering
candidates on merit and against objective criteria,
having due regard to the benefits of diversity on
the Board and taking care that appointees have
enough time available to devote to the position;
Reviewing and recommending the re-election
by shareholders of Directors under the annual
re – election provisions of the Code or the
retirement by rotation provisions in the Company’s
articles of association, having due regard to
their performance and ability, and why their
contribution is important to the Company’s
long-term sustainable success in the light of
the skills, experience and knowledge required
and the need for progressive refreshing of the
Board, taking into account the length of service
of individual Directors, the Chair and the Board
as whole; and
Ensuring plans are in place for appointments to
and orderly succession to the Board and senior
management positions and overseeing the
development of a diverse pipeline for succession,
taking into account the challenges and
opportunities facing the Company, and the skills
and expertise needed on the Board in the future.
Declan Moylan
5/5
Aidan O’Hogan
2/2
Joan Garahy
8/8
Phillip Burns
3/3
Denise Turner
7/7
Aidan O’Hogan retired from the Board and Committee memberships
on 4 May 2023.
Phillip Burns stepped down from the Committee on 24 May 2023.
Denise Turner joined the Committee on 4 May 2023.
Declan Moylan did not participate in the meetings relating to Chair
succession.
NOMINATION COMMITTEE MEETINGS ATTENDED/
ELIGIBLE TO ATTEND (INCLUDING AD HOC MEETINGS)
1 January - 31 December 2023
153
How the Nominations Committee Discharged its Responsibilities During 2023
While not intending to be an exhaustive list of the Nomination Committee’s considerations and activities during
the 2023 financial year, the Nomination Committee undertook the following key activities during that period:
February 2023 – Q4 2022
Reviewed the results of the 2022 internal
Board Evaluation process and reported to
the Board thereon
Assessed the balance of skills, experience,
independence, diversity and knowledge of
each Director and across the Board
Reviewed the time commitments of the
Chair, Senior Independent Director and
Non-Executive Directors
Considered the scale of other appointments
that the Chair of the Board and other Non-
Executive Directors may take on without
compromising their effectiveness
Reviewed the feedback from the I-NED selection
process and recommended the appointment
of Denise Turner as a Director of the Board with
effect from 4 May 2023
Assessed the re-appointment of a number of
Directors whose 2nd 3-year term was coming
to a conclusion
Carried out a preliminary review of the
Committee membership and recommended
the appointment of Joan Garahy as SID on the
retirement of Aidan O’Hogan
March – Annual Report
Approved the Report of the Nomination
Committee included in the 2022 Annual Report
Further discussion held on Committee Changes
Reviewed and recommended to the Board
extensions to the Letters of Appointments for a
number of Directors
Reviewed the Division of Responsibilities
Document
Discussed and signed off the Committee
workplan for 2023
May – Q1 2023
Received a proposal from Independent Audit
Limited for the 2023 Externally facilitated Board
Evaluation
Discussion on Ethnic Diversity on the Board
Reviewed progress on the Committee workplan
2023
August – Q2 2023
Reviewed the Director Training Programme
for 2023
Approved the Chair Succession process and
the appointment of advisers to assist with the
process
External Board Evaluation Proposal for 2023 –
reviewed and recommended to the Board
November – Q3 2023
Approved the CEO Succession process and
the appointment of advisers to assist with
the process
Discussion on Diversity on the Board and in
the context of the Chair and CEO succession
processes
Received an update on the search process for
the appointment of a new Chair to the Board
Reviewed the action plan from the 2022 Internal
Board Evaluation
Received an update on the 2023 External Board
Evaluation process
Received an update on the search process for
the appointment of a new CEO and executive
Director to the Board
Restated Committee Terms of Reference
(no changes had been suggested)
Supplementary Information
248
Financial Statements
174
Strategic Report
8
Governance
154
I-RES
Annual Report and Accounts 2023
Board Appointment Process
The Nomination Committee leads the process for
considering appointments to the Board and its
committees. The Committee identifies and nominates
for the approval of the Board, candidates to fill Board
vacancies as and when they arise, following a formal,
rigorous and transparent procedure.
Before any appointment is made by the Board,
the Nomination Committee evaluates the balance
of skills, knowledge, experience and diversity on the
Board including the requirements of the Board’s
Diversity policy and, in the light of this evaluation,
prepares a description of the role and capabilities
required for a particular appointment and the time
commitment expected.
In identifying suitable candidates, the Nomination
Committee either advertises directly or uses the
services of external advisers to facilitate the search.
As part of the search process the Committee
considers candidates from a wide range of
backgrounds and provides the external advisers
with details of I-RES’ Board Diversity Policy to be
taken in to account as part of their search process.
Each candidate is considered on merit and against
objective criteria, having due regard to the benefits
of diversity on the Board and taking care that
appointees have enough time available to devote to
the position.
Suitable candidates are interviewed by specified
members of the Nomination Committee and
the results of the interviews are reviewed by the
Nomination Committee. The candidate(s) selected by
the Nomination Committee are recommended to the
Board for approval.
Prior to the appointment of a Director, all other
directorships, appointments, significant commitments
and interests of the relevant candidate are required
to be disclosed to the Board.
On appointment to the Board, the Nomination
Committee ensures that Non-Executive Directors
receive a formal letter of appointment setting out
clearly what is expected of them in terms of time
commitment, committee service and involvement
outside Board meetings. In addition, all new Directors
participate in the Company’s induction process.
Succession planning
The Nomination Committee assesses the aggregate
skills and experience of the Directors in light of
the current and future needs of the Board and its
Committees, both on a routine basis and in particular
when considering renewal of contracts and potential
new appointments.
Chair Appointment
On 11 January 2024, the Board announced its
decision to appoint Hugh Scott-Barrett to succeed
me, as Chair of the I-RES Board, with effect from the
publication of the Company’s 2023 results on 23
February 2024. In advance of Hugh’s appointment,
the Chair Succession Committee, led by Senior
Independent Director, Joan Garahy, prepared
a position description with input from all Board
members and engaged Korn Ferry, an international
executive search firm, to carry out an extensive
search process for suitable candidates as Chair of
the Board. In making their decision to recommend
Hugh’s appointment, the Committee considered
and interviewed several candidates both internal
and external proposed by Korn Ferry. The Committee
reviewed the background, ethnicity, knowledge,
skills and experience of each candidate against
the position description previously approved by
the Committee and also carried out extensive due
diligence including a detailed consideration of other
time commitments, and any matters that would
likely create any actual or perceived conflict of
interest. On completion of this suitability assessment
the Nomination Committee recommended Hugh’s
appointment as Chair to the Board.
Having previously supported the Company in
respect of Board appointments, Korn Ferry had an
understanding of the skills and experience of existing
Directors and were well placed to support the Board
in ensuring due consideration was given to the
impact of Hugh’s appointment as Chair of the Board.
CEO Appointment
On 31 October 2023 Margaret Sweeney announced
her intention to retire as CEO and Executive Director
of the Company with effect from 30 April 2024.
Having agreed with Ms Sweeney that she would
remain in the Company for longer than her 6 months’
notice if required to enable a smooth transition to
a new CEO, the Nomination Committee prepared a
position description for the CEO role with input from
all Non-Executive Board members and engaged
Korn Ferry, to carry out an extensive search process
for suitable candidates. The Committee decided that
having the same executive search firm engaged
on both the Chair and CEO roles was preferable
given the need for the successful candidates in
both roles to have complimentary skillsets and
experience. In making their decision to recommend
the appointment of Eddie Byrne, the Committee
considered and interviewed several candidates
proposed by Korn Ferry. The Committee reviewed
the background, ethnicity, knowledge, skills and
experience of each candidate against the position
description previously approved by the Committee
and also carried out extensive due diligence.
155
On completion of this suitability assessment, the
Nomination Committee recommended to the
Board the appointment of Eddie Byrne as CEO.
Board Committees
Given the recent and upcoming changes to the
Board composition, the Nomination Committee
will carry out a further review of the composition
of the Board Committees in 2024 and will make
recommendations to the Board in this regard.
Mr. Scott-Barrett joined the Nomination Committee
in order to assist in the process for the appointment
of the new CEO and the transition. Together they
agreed a process to ensure that the full Board
were involved at each stage of the process.
Board Evaluation
Independent Audit (IA) were appointed to undertake
such a review of the Board and its Committees in July
2023. IA have no other connection with the Company.
They undertook a comprehensive review covering all
aspects of Board and Committee effectiveness. They
attended Board and Committee meetings in person
to observe the Board, reviewed board information
for the previous six months and held one-to-one
discussions with all of the Directors and the external
auditors, as well as using their online evaluation tool
Thinking Board.
IA reported to the Board on their findings in
December 2023. All directors had an opportunity to
discuss the findings, ask the reviewers questions and
consider the direction of future board development.
The external review concluded that the Board was
performing well in the fundamental areas of its
responsibility and that there was scope to adjust
how it was addressing certain matters in view of
external pressures. The following areas were identified
as key focus points for the Board in the current
circumstances:
The process for the appointment of the
new Chair
The new CEO appointment and board oversight
of the transition
Oversight of strategy
Rebalancing oversight between operations and
strategy and aligning agendas and planning to
ensure focus on priority matters
Stakeholder management and communication
In response, the Board has agreed upon actions to
address those of the findings it deems to be most
urgent and important in the circumstances, and
has already started to address a number of areas
highlighted by IA for further development:
The Board concluded the Chair appointment
process and announced the appointment of
Hugh Scott-Barrett to take over as Chair from 23
February 2024;
A deep dive session was held in December 2023
on the current Strategy with a view to ensuring
alignment and setting solid foundations for the
Strategic Review announced by the Board on 8
January 2024;
Mr. Scott-Barrett joined the Nomination
Committee in order to assist in the process for the
appointment of the new CEO and the transition.
Together they agreed a process to ensure that
the full Board were involved at each stage of the
process.
Diversity and Inclusion
The Board and the Nomination Committee
recognise the importance of and are committed to
supporting diversity and inclusion in the boardroom
where Directors believe that their views are heard,
their concerns are addressed and they serve in
an environment where no bias, discrimination or
harassment is tolerated on any matter. The Board
and the Nomination Committee understand that
a diverse Board will offer different perspectives in
order to provide effective oversight of the Company’s
business and guide the Company towards its
strategic aims. Diversity also improves the quality of
decision-making by the Board by reducing the risk
of group-think and supports the development of a
diverse pipeline of candidates to serve on the Board.
I-RES’ Board Diversity and Inclusion Policy requires the
Board to consider a broad range of characteristics
when considering diversity including, but not
limited to:
Age, gender, social and ethnic background;
Educational and professional background,
possession of technical skills in the Company’s field
of operations, including “soft” and cognitive skills
necessary to be an effective Director;
Personal strengths such as strength of character,
experience, knowledge and understanding; and
Expertise in relevant environmental, social and
governance (“ESG”) matters.
The Nomination Committee in the context of its Board
evaluation processes, regularly reviews the structure,
size and composition of the Board, taking diversity
and the considerations noted above in particular
into account, in order to maintain an appropriate
range and balance of skills, diversity experience
and background on the Board. The Nomination
Committee also considers diversity in the context
of Board appointments and succession planning.
Each of these processes take account of and address
Supplementary Information
248
Financial Statements
174
Strategic Report
8
Governance
156
I-RES
Annual Report and Accounts 2023
the Board’s diversity at that time and consider
needs for enhancement of diversity on the Board.
In implementing the Board Diversity and Inclusion
Policy during 2023, the Nomination Committee
considered diversity in evaluating the optimum
composition of the Board and in evaluating the
effectiveness of the Board.
All Board appointments are based on a transparent
selection process using objective criteria, including
consideration of diversity (including gender and
ethnicity), necessary experience, characteristics,
skillsets and other attributes necessary to ensure
effective oversight of the Company’s business and to
guide the Company towards its strategic objectives.
During 2023, in engaging Korn Ferry to support all
succession processes, the Committee shared the
Board’s Diversity and Inclusion policy and included
diversity considerations (both gender and ethnicity)
in the role specifications for each role.
As at 31 December 2023 the Company continued
to meet Board gender diversity best practice in
Ireland with 44% female Board representation, which
includes the Company’s CEO, the Senior Independent
Director/Chair of the Remuneration Committee and
Chair of the Sustainability Committee. The fact that
each of these senior roles are occupied by women
demonstrates the Board’s commitment to ensuring
appropriate gender diversity on the Board.
The Nomination Committee reviewed the Board
Diversity and Inclusion Policy in detail in 2023 and
considered whether it was appropriate to set
measurable objectives in relation to ethnic diversity
on the Board as well as the female representation
targets already set. Given the fact that I-RES is an
Irish company with all of its operations in Ireland,
the significant progress that the Company is making
with regard to diversity and inclusion at a grass roots
level (see page 155 of the Sustainability Committee
Report for further details of Diversity, Equity, inclusion
and belonging in I-RES) and the demographics in
Ireland which differ significantly from the UK, the
Board and the Nomination Committee concluded
that setting measurable objectives was only
appropriate in relation to gender representation on
the Board at this time. The Committee noted that in
each of its recent Director recruitment campaigns
ethnic diversity and the requirements of the Board
Diversity Policy have been specifically brought to
the attention of the external advisers and in some
instances candidates from ethnically diverse
backgrounds had been presented for consideration.
However, to date, none of these candidates had
been selected as the most appropriate candidates
for the role.
The Nomination Committee will continue to consider
annually whether additional measurable objectives
such as quantitative targets and timeframes for
achieving ethnic diversity are appropriate and,
if thought fit, will recommend such measurable
objectives to the Board for adoption. The Board is
committed to having an appropriate balance of
skills and perspectives, including gender balance
on the Board.
GENDER REPRESENTATION ON THE BOARD
as at 31 December 2023
67%
Women (44%)
Men (56%)
With respect to gender quotas, consistent with the
targets set by the Balance for Better Business Review
Group, the Board had set the following targets for
female representation on the Board:
By end of 2021
27%
By end of 2022
30%
By end of 2023
33%
The Board have surpassed its target for 2023 with
44% female representation on the Board as at
31 December 2023. The Nomination Committee will
keep these targets under review in light of recent and
upcoming changes to the Board.
157
The Committee continues to monitor and review
reports and recommendations relating to the
composition of the Board and diversity, including
the Parker Review on ethnic diversity.
At 31 December 2023, our female employees made
up 44% of our total workforce, while 40% of the Senior
Leadership Team was female.
In 2024, I-RES is committed to keeping its silver
and working towards its gold ‘Investors in Diversity’
accreditation, from the Irish Centre for Diversity,
reflecting our commitment to diversity and inclusion
at every level of the organisation. As a public-facing
service organisation, respect and fairness are at the
heart of what we do, and we have in place a range of
supports for our staff to ensure we treat colleagues
and residents in the most inclusive way.
For further information on our employee diversity
actions see page 155 of the Sustainability Committee
Report and our 2023 ESG Report available at
www.i-res.ie.
In 2024, Board composition and size together with
diversity (both gender and ethnicity) will be focus
areas for the Committee.
Supplementary Information
248
Financial Statements
174
Strategic Report
8
Governance
158
I-RES
Annual Report and Accounts 2023
In 2023 steady progress was made on
our overarching strategy, despite wider
macroeconomic challenges within our operating
environment, the Board Sustainability Committee
continued its work to embed environmental, social,
and governance (ESG) principles across our
operations, while ensuring the continued prosperity
of our core business.
Our vision remains steadfast – to be the
preferred provider in the Irish rental sector,
recognised for exceptional service, responsible
operations, minimal environmental impact, and
a positive contribution to our residents and local
communities. We are dedicated to sustainable and
responsible business practices, taking a proactive,
long-term approach to investments in the Irish
rental market.
Our commitment to ESG is underpinned by a robust
strategy focused on three core pillars, ‘Protecting
the Environment’, ‘Building Communities’ and
‘Operating Responsibly’. This approach allows us to
identify and address key ESG issues, establish clear
and measurable targets, and monitor progress
towards our ESG goals.
Sustainability holds a central focus for the senior
management team at I-RES. The Chief Executive
and the broader management ESG Steering Group
are responsible for implementing our ESG strategy,
overseen by the Board of Directors, and supported
by the Sustainability Committee. This Committee
develops and recommends our ESG strategy to the
Board, providing direction on building in-house skills
to deliver against targets.
Acknowledging the expectations of our diverse
stakeholders, including employees, funding
partners, residents, suppliers and regulators,
it is essential to devise sustainability-oriented
solutions. As investors increasingly prioritise ESG
criteria, we recognise the need for transparent
and reliable information that enables stakeholders
to understand and track our sustainability
contributions throughout our operations.
Progress in 2023
In 2023, we strengthened our governance model to
support our transition to Net Zero Carbon by 2050.
This involved revising key policies and processes,
including our ESG policy and supply chain policies,
to explicitly address climate related impacts and
promote responsible resourcing. We continued our
work measuring and monitoring the environmental
impacts of our buildings by gathering data on the
energy used, this is ongoing as we gather readings
over four quarters to get a clear picture of the
energy usage for each individual unit in order
REPORT OF THE
SUSTAINABILITY
COMMITTEE
Dear Shareholder,
It is my pleasure to present
my first Report as Chair of the
Sustainability Committee, for
the year ended 31 December
2023.
Sustainability Committee Membership
Stefanie Frensch
(Chair)
Appointed Chair
4 May 2023
Appointed to Committee
1 July 2021
Tom Kavanagh
Appointed 11 May 2021
Chair 11 May 2021 –
4 May 2023
Margaret Sweeney
Appointed 11 May 2021
Phillip Burns
Appointed 24 May 2023
159
to set reduction targets and drive improvement
programmes and activities to support responsible
consumption.
Over the last year we have focussed on the areas
which are most material to our sector, our residents
and our business. We refined our ESG Strategy,
undertaking a comprehensive assessment of our ESG
risks, as well as developing our net zero pathway. In
2022, we refreshed our materiality assessment and
in 2023, we continued to embed these pillars into
the business, of operating responsibly; protecting
the environment; and building communities both for
our employees and for our customers. For example,
through initiatives from the Green Ambassadors
programme including information sessions with
residents around reducing energy used and waste
disposal and community days where residents could
learn about biodiversity and understanding how
climate change impacts natural habitats. Further
details of these initiatives can be found in our ESG
Report.
We are a transparent organisation and actively
engage with ESG rating agencies and benchmarks,
submitting to frameworks like the CDP (for the
second consecutive year). We obtained a score
of C for our first scored assessment and hope to
advance our score in future assessments. In 2023,
we achieved several significant milestones in our
disclosures, retaining the EPRA Sustainability Best
Practices Recommendations (sBPR) Gold Award
and elevating our GRESB rating to 2 Stars. We are
proud to share that our dedication to diversity and
inclusion is reflected in our progress towards the
Investors in Diversity Gold Award from the Irish Centre
for Diversity: our workforce is 44 percent female and
comprises a diverse range of nationalities and cross-
sectoral skills and expertise.
During 2023, we implemented our carbon reduction
plans and reduced our Scope 1 emissions by 59
percent and our Scope 2 emissions by 0.3 percent.
Being the provider of choice for the Irish rental
market means mitigating the environmental impact
of our operations, through a long-term, fact-based
view of key ESG issues particularly in the current
macroeconomic environment.
Our commitment to the UN Sustainable Development
Goals (SDGs) has continued, including SDG15 – Life
on Land, focusing on Protecting the Environment.
Building on our achievements in previous years,
which included zero waste to landfill and active
participation in the All-Ireland Pollinator Plan,
we engaged with residents directly on recycling
improvements and increased the coverage of
biodiversity friendly spaces. Our objective is to
establish nature-positive spaces, promoting eco-
friendly living for residents, and advancing the
circular economy.
In the past year, our commitment to employee
engagement has yielded outstanding results,
evidenced by an impressive 90 percent of
employees saying they enjoy their job and feel
engaged in the work that they do in our 2023
Employee Survey. Emphasising continuous learning,
we observed a rise in average training hours
year-on-year, showcasing our dedication to skill
development, particularly in cybersecurity and
resident engagement.
We were delighted to retain the prestigious Silver
Investors in Diversity Award. This coupled with the
establishment of our Diversity & Inclusion Committee
marked a crucial milestone and underscores our
commitment to fostering an inclusive workplace. We
are proud to have won a number of awards this year
which included winning the Institute of Designers
prestigious category for ‘Multi-Residential Design
and Architecture’ at our Tara View development,
reflecting the highest standards of comfort and
sustainability available to our residents.
Our focus on ESG is underpinned by an ambitious
strategy, together with innovation and planned
digitalisation of our ESG database. We continue
to define our focus areas and establish clear,
meaningful, and quantifiable targets, against which
we will monitor progress towards our ESG goals which
are set out in detail in our ESG report.
We are pleased with our progress over the last
year and saw this progress recognised in the
improvement of our scores across different rating
agencies. The high scores achieved by I-RES across
a range of E, S and G performance indicators, further
reassures us that we are on the track towards
achieving our strategy.
This recognition is an important part of I-RES’
ESG journey and we look forward to continued
progress in 2024. Finally, for more information on our
achievements in 2023 and our plans for 2024, please
refer to our ESG Report which can be accessed
electronically at www.i-res.ie.
I trust that you will find this report to be useful in
understanding the operations and activities of the
Sustainability Committee during the year.
Stefanie Frensch
Chair of the Board Sustainability Committee
Supplementary Information
248
Financial Statements
174
Strategic Report
8
Governance
160
I-RES
Annual Report and Accounts 2023
The Board Sustainability Committee is chaired by
Stefanie Frensch, an Independent Non-Executive
Director. The Board is satisfied that the Board
Sustainability Committee members are appropriately
qualified and experienced to fulfil their roles and
have a broad mix of skills and experience arising
from senior roles they hold or have held with other
organisations, and that the Sustainability Committee
as a whole has competence relevant to the sector
in which the Company operates.
Meetings of the Sustainability Committee
The Sustainability Committee meet at least four
(4) times per year and otherwise as required.
The Committee met five (5) times during 2023.
Terms of Reference and Principal Duties
The Sustainability Committee reviews its terms of
reference on an annual basis and, if necessary,
proposes for formal Board adoption amendments
to the Committee’s terms of reference. The Board
reviewed the terms of reference of the Sustainability
Committee on 21 November 2023 but no changes
were suggested. The Sustainability Committee terms
of reference are available on the Company’s website.
The Sustainability Committee evaluates its own
performance relative to its terms of reference.
Following the 2023 annual review, which was
facilitated externally, it was concluded that the
Sustainability Committee was operating effectively.
The Sustainability Committee’s principal duties
include:
Developing and recommending to the Board the
Company’s ESG strategy, policies, risks targets and
investment required to achieve the Company’s
ESG strategy
Ensuring any ESG commitments are consistent
with the Company’s business strategy and
Code of Ethics
Making recommendations to the Board on
effective engagement with stakeholders,
including employees, and ensuring stakeholder
views are taken into account in Board decisions
Providing oversight in relation to building ESG
competency at the Board and Management level
Ensuring appropriate assurance has been
provided in relation to any ESG related disclosure
or data to be made publicly available
Reviewing and recommending to the Board the
approval of the annual ESG Report
Reviewing any submissions by the Company to
any benchmark or rating agency and the results
of any benchmark assessment
Liaising with the Company’s other Board
Committees on relevant matters as determined
from time to time including:
the Audit Committee – in respect of the exercise
by the Audit Committee of its duties in respect
of sustainability related financial disclosures
the Nomination Committee – in the exercise of
its duties relating to Diversity and Inclusion on
the Board
the Remuneration Committee – in respect
of the adoption of short – and long-term
performance measures that support the
Company’s ESG Strategy
Regulation (EU) 2019/2099 on Sustainability-
Related Disclosures in the Financial Services Sector
(the “SFDR”)
As is evident from this report and from the details set
out in our 2023 ESG Report (available at www.i-res.
ie), I-RES is committed to best practice in relation to
ESG matters in the conduct of its affairs. From the
perspective of SFDR I-RES is classified as being within
the scope of Article 6 of SFDR. At I-RES we continually
enhance our approach to ESG matters and detailed
reporting on our future intentions and aspirations
are included in our 2023 ESG Report available at
www.i-res.ie.
Stefanie Frensch
5/5
Tom Kavanagh
5/5
Margaret Sweeney
5/5
Phillip Burns
3/3
Phillip Burns joined the Committee on 23 May 2023.
SUSTAINABILITY COMMITTEE MEETINGS ATTENDED/
ELIGIBLE TO ATTEND (INCLUDING AD HOC MEETINGS)
1 January - 31 December 2023
161
How the Sustainability Committee Discharged its Responsibilities in 2023
While not intending to be an exhaustive list of the Sustainability Committee’s considerations and
activities during the 2023 financial year, the Sustainability Committee undertook the following key activities
during that period:
February 2023 – Q4 2022
Discussed ESG Strategy Refinement Plan
Received an update on market disclosures and
rating agencies
Discussed the Employee Survey Results for 2022
Update received from Workforce
Engagement Director
Update received on training and development
initiatives for employees
Reviewed the results of the GRESB submission
Discussed the 2022 Resident Survey Results and
targets for 2023
Reviewed and discussed the Assessment of
ESG Risks
Discussed the performance of the Committee,
following results of the internal evaluation
March – Annual Report
Approved the Report of the Sustainability
Committee included in the 2022 Annual Report
Approved the 2022 ESG Report
May – Q1 2023
Discussed and recommended CEO and Senior
Leadership Team ESG Targets for 2023
Reviewed and discussed draft Scope 3 Carbon
Reduction Net Zero pathway
Reviewed and discussed progress on the Scope 1
and Scope 2 Carbon Reduction Plan initiatives
Reviewed and discussed the plan for
collaboration with vendors on reduction in Scope
3 emissions in the supply chain
Discussed the assessment of ESG Risks
Reviewed the ESG Roadmap
August – Q2 2023
Received updated reports on the Scope 1, Scope
2 and Scope 3 carbon reduction programme
Received a presentation on the work of the Green
Ambassadors (Internal Programme)
Reviewed the submissions for GRESB and CDP
Received a presentation on CSRD and its
applicability for the Company
November – Q3 2023
Reviewed a report on the Company’s progress
with submissions to Ratings agencies
Received updated reports on the Scope 1, Scope
2 and Scope 3 carbon reduction programme.
Received an updated presentation from the
Chair of the Green Ambassadors
Reviewed in detail the 2022 GRESB results
Reviewed and approved the revised ESG Policy
Received a presentation on the Company’s
Environmental Management System
Reviewed the EPRA Annual Survey Results
Reviewed the Committee Terms of Reference
Supplementary Information
248
Financial Statements
174
Strategic Report
8
Governance
162
I-RES
Annual Report and Accounts 2023
CASE STUDY
Diversity, Equity,
Inclusion, and
Belonging at
I-RES
BEST PRACTICE LEADER
Setting the tone from the top, I-RES was
recognised as a ‘Best Practice Leader’ in the
European Women on Boards Index. This was
an assessment of listed companies in the
European Stoxx600 Index, supported by the
European Commission’s Rights, Equality and
Citizenship programme. I-RES was one of only
two Irish companies to be recognised as Best
Practice Leaders. The prestigious award was
celebrated with a webinar presented by EU
Commission President Ursula von der Leyen.
JOURNEY TO GOLD
In 2022, I-RES achieved its Silver Investors
in Diversity Award from the Irish Centre for
Diversity, reflecting our commitment to diversity
and inclusion at every level, and the Company
is now on its “journey to gold”.
I-RES is a leader in Diversity
& Inclusion and has been
recognised with two significant
awards in recent years.
163
As a public facing service organisation, respect and
fairness are at the heart of what we do. Our company
values, which are embedded into our performance
management processes, are: Performance, Integrity,
Sustainability, Respect, and Agility & Teamwork.
To support us in living up to these values, we have
in place a range of supports for our employees to
ensure we treat colleagues and residents in the most
inclusive way. We have a wide-ranging Diversity &
Inclusion programme, which spans:
REPRESENTATION
Diversity and Inclusion Committee acting as
an employee resource group representing the
whole organisation.
EDUCATION
Training programme with a strong emphasis
on D&I matters. This includes topics such as
sustainability in its broadest sense; customer
service – dealing with our diverse resident base
and vulnerable customers; LGBTQI+ training;
full-company disability awareness; and
unconscious bias training.
EVENTS & ENGAGEMENT
As part of our overall staff engagement
programme, events were held for Pride,
International Womens Day, Movember, along
with a culture night celebrating the 15 different
cultures working at I-RES.
Diversity, Equity, Inclusion, and Belonging is
also a key consideration for our community
engagement programme. We support a
range of community organisations such as
Co-Operation Ireland, Citywise Education and
Naomh Olaf GAA club, all of whom promote
social cohesion and opportunity for all parts
of society.
Governance
Supplementary Information
248
Financial Statements
174
Strategic Report
8
164
I-RES
Annual Report and Accounts 2023
Principal Activity
The Company is an Irish real estate company,
focused on the private residential rental property
market on the Island of Ireland. The Company
owns interests primarily in residential rental
accommodations and ancillary and/or
strategically located commercial properties
located in and near major urban centres in Ireland,
in particular Dublin. The Company purchased
its first real estate assets on 10 September 2013
and is now one of the largest private residential
landlords in Ireland. The Company’s net assets
and operating results are derived from real estate
located in Ireland.
Review of Activities, Business Performance
Measures, and Events since the Year-End
The Chairman’s Statement, the Chief Executive’s
Statement, the Financial Review and the Business
Strategy contain a review of the development
and performance of the business during the year,
the state of affairs of the business at 31 December
2023, recent events and likely future developments.
Information in respect of events since the year end
as required by the Companies Act, 2014 is included
in these sections and in note 31 of the Group
financial statements.
The Corporate Governance Report, the Report
of the Audit Committee, the Report of the
Remuneration Committee, the Report of the
Nomination Committee, the Report of the
Sustainability Committee, the Financial Review
and the Business Strategy are deemed to be
included in this Report of the Directors for the
purposes of the Companies Act, 2014.
This Report, the documents referred to therein,
which include a description of the principal risks
and uncertainties facing the Company, the Chief
Executive’s Statement, the Financial Review,
the Business Performance Measures, the Business
Strategy and the Risk Report are deemed to
be the management report as required by the
Transparency (Directive 2004/109/EC) Regulations
2007 (the “Transparency Regulations”).
Revenue for the financial period amounted to
€87.9 million (€84.9 million for the 2022 year).
The loss for the year attributable to Shareholders
amounted to €114.5 million (loss of €11.8 million
for the 2022 year) which was driven by a €141.8
million fair value revaluation adjustment (2022:
€45.6 million fair value revaluation adjustment).
REPORT OF THE
DIRECTORS
The Directors of the Company
present their report and the
audited financial statements
for the financial period
from 1 January 2023 to
31 December 2023.
165
EPRA Earnings per Share were 5.2 cents (5.8 cents
for the 2022 year), and IFRS NAV per share was
131.7 cents (160.0 cents as at 31 December 2022).
Further details of the results for the year are set out
in the consolidated statement of profit or loss and
other comprehensive income on page 184.
REIT Status
I-RES elected for REIT status on 31 March 2014
under section 705 E of the Taxes Consolidation
Act, 1997. As a result, the Company does not pay
Irish corporation tax on the profits and gains from
qualifying rental business in Ireland from that date,
provided it meets certain conditions. The primary
requirements to maintaining REIT status relates to
LTV and distributions to Shareholders.
As an Irish REIT, I-RES is required to distribute
to its Shareholders (by way of dividend), on or
before the filing date for its tax return for the
accounting period in question, at least 85% of the
Property Income of the Property Rental Business
arising in each accounting period (provided it
has sufficient distributable reserves). In addition,
under the Irish REIT legislation, I-RES is required
to maintain an LTV of below 50%. If I-RES were to
fail in meeting these conditions in a period and,
within a reasonable timeframe as determined by
Irish Revenue Commissioner, failed to secure that
the condition was subsequently met, then the
Revenue Commissioner could treat I-RES as no
longer qualifying as a REIT. The implication of such
would be that the REIT could be deemed to have
ceased to be a REIT or Group REIT at the end of
the accounting period immediately prior to the
accounting period in which the failure to meet
the condition was present and Irish corporation
tax would be due on the profits and gains
from qualifying rental business in Ireland from
that period.
The Directors confirm that the Group complied
with all the above REIT requirements for the period
from 1 January 2023 to 31 December 2023.
Dividends
Under the Irish REIT Regime, subject to having
sufficient distributable reserves, the Company
is required to distribute to Shareholders at least
85% of the Property Income of its Property Rental
Business for each accounting period. Each year
it is the Board’s intention to propose semi-annual
dividends payable in March and September.
Accordingly, in 2023, the Board paid dividends
of approximately €28.5 million for the 2022
accounting period and approximately €12.9 million
in respect of the period from 1 January 2023 to 30
June 2023.
On 23 February 2024, the Directors announced an
additional dividend of €10.6 million (dividends per
share of 2.0 cents) for the year ended 31 December
2023, to be paid on 28 March 2023 to Shareholders
on record as of 8 March 2023. This dividend was
made up of a Property Income Distribution (“PID”),
as defined in the Irish REIT Legislation. Therefore,
the total dividend paid in respect of the 2023
accounting period was 4.45 cent per share (5.11
for the 2022 year).
Share Capital
The authorised share capital of the Company
is 1,000,000,000 ordinary shares of €0.10 each,
of which 529,578,946 shares were in issue at
31 December 2023. All of these shares are of
the same class. They all carry equal voting
rights and rank equally for dividends. No shares
in the Company were acquired or redeemed
by the Company during the financial period
ended 31 December 2023 or made subject to
charge or lien. There are no securities holding
special rights with regard to control of the
Company. Particulars of the authorised and
issued share capital of the Company as at
31 December 2023 are set out in note 14 of
the Group financial statements.
Supplementary Information
248
Financial Statements
174
Strategic Report
8
Governance
166
I-RES
Annual Report and Accounts 2023
During the financial period ended 31 December
2023 and as at 7 March 2024, the Company held no
shares in treasury, and no subsidiary undertaking of
the Company held shares in the Company. Save for
restrictions imposed by the Company on relevant
persons in order to comply with its obligations under
the Market Abuse Regulation (596/2014), for example
under its share dealing code, there are no restrictions
on the transfer of shares in the Company and no
requirements to obtain approval of the Company,
or of other holders of securities in the Company,
for a transfer of shares in the Company, save that
the Directors may decline to register any transfer
of a share:
To or by a minor or a person with a mental disorder
(as defined by the Mental Health Act, 2001);
In certain circumstances where the Directors have
given notice to a shareholder under the Articles of
Association requiring such shareholder to notify
the Company of his or her interest in any shares
in the Company (and/or the interests of all persons
having a beneficial interest in any shares in the
Company held by such shareholder and/or any
arrangement entered into by such shareholder or
any such person regarding a transfer of any such
share or acting in relation to any meeting of the
Company) and such shareholder is in default for
a prescribed period in supplying such information
to the Company;
If the transfer is in favour of any person,
as determined by the Directors, to whom a sale
or transfer of shares, or whose direct, indirect or
beneficial ownership of shares would or might
cause a specific regulatory burden to be imposed
on the Company, such as under the US Securities
Exchange Act of 1934;
In certificated form where the following documents
have not been produced: the original share
certificate and the usual form of stock transfer,
duly executed by the holder of the shares and
stamped with the requisite stamp duty; and
In uncertificated form only in such circumstances
as may be permitted or required by the
Companies Act, 1990 (Uncertificated Securities)
Regulations, 1996.
The Directors and the Company Secretary have no
beneficial interests in any of the Group’s subsidiary
or associated undertakings.
The Company is not aware of any other
arrangements between its shareholders which may
result in restrictions on the transfer of securities or
voting rights.
Employee Share Schemes
Options and Restricted Shares are issuable pursuant
to I-RES’ share-based compensation plan, namely,
the LTIP. Eligible participants include employees or
Executive Directors of the Company. Further details
on the LTIP are included in note 13 of the Group
financial statements.
Powers of the Board
The Directors are responsible for the management
of the business of the Company and may
exercise all the power of the Company subject
to applicable legislation and regulation and the
Company’s Constitution.
The Directors’ powers to allot, issue, repurchase
and reissue ordinary shares are dependent on the
terms of the resolutions from time to time in force so
empowering the Directors. At the Company’s 2023
annual general meeting, the Directors were given
the power:
To call a general meeting on 14 clear days’ notice
To consider the continuation in office of KPMG
as Auditor
To fix the remuneration of the Auditor
To allot relevant securities up to specified limits
To make market purchases of the Company’s
own shares
To re-issue treasury shares at a specified
price range
The authorities described above are due to expire at
the conclusion of the 2024 annual general meeting
of the Company or 15 months from the passing of
the resolution.
Details of the resolutions to be considered at the
next annual general meeting of the Company will be
sent to shareholders in advance of the 2024 annual
general meeting.
Rules Concerning the Appointment and
Removal of Directors of the Company
Directors are appointed on a resolution of the
Shareholders at a general meeting, usually the
annual general meeting, either to fill a vacancy or as
an additional Director. The Directors have the power
to fill a casual vacancy or to appoint an additional
Director (within the maximum number of Directors
fixed by the Company in a general meeting), and
any Director so appointed holds office only until
the conclusion of the next annual general meeting
following his or her appointment, when the Director
concerned shall retire, but shall be eligible for
reappointment at that meeting.
Each Director is obliged to retire at each annual
general meeting and, if wishing to continue in office,
may offer himself or herself for re-election at the
annual general meeting.
Directors
As at the date of this Report, there are nine (9)
Directors on the Board. The CEO, Margaret Sweeney,
and the CFO, Brian Fagan, are Executive Directors.
Hugh Scott-Barrett (the Chair), Phillip Burns, Joan
Garahy (Senior Independent Director), Tom Kavanagh,
Stefanie Frensch, Denise Turner and Declan Moylan
are Non-Executive Directors. A short biographical note
on each Director appears on pages 94 to 98.
167
In accordance with Provision 18 of the UK Code and
the Company’s Constitution, all Directors of the
Company are subject to election by shareholders
at the first annual general meeting after their
appointment, and to annual re-election thereafter.
In accordance with this, each of Brian Fagan, Phillip
Burns, Stefanie Frensch, Joan Garahy, Tom Kavanagh,
Denise Turner and Hugh Scott-Barrett will retire and,
being eligible, will offer himself/herself for re-election
at the Company’s 2024 annual general meeting
(“AGM”). Declan Moylan and Margaret Sweeney
are retiring at the 2024 AGM and so will not offer
themselves for re-election. On 13 March 2024 the
Board announced the appointment of Eddie Byrne
as CEO Designate, with effect from 8 April 2024.
Mr Byrne will succeed Margaret Sweeney as CEO
and Executive Director of the Board with effect from
1 May 2024. He will retire and being eligible offer
himself for re-election at the Company’s 2024
AGM on 2 May 2024.
Non-Executive Directors Agreements for Service
Other than Margaret Sweeney and Brian Fagan,
the Directors do not have service contracts but
do have letters of appointment which reflect
their responsibilities and commitments. Margaret
Sweeney entered into an employment agreement
with the Company effective 1 November 2017 (as
amended on 18 February 2020 and 27 March 2020).
Brian Fagan entered into an employment agreement
with the Company effective on 26 April 2021 (as
amended on 11 April 2022). Each Director has the
same general legal responsibilities to the Company
as any other Director and the Board as a whole is
collectively responsible for the overall success of the
Company.
The details of the Non-Executive Directors’ current
terms of office and dates of current service contracts
are set out below:
The letter of appointment for each Non-Executive
Director provides that the Company may terminate
that Director’s appointment with immediate
effect in certain circumstances, including where a
Director commits a material breach of his or her
obligations under their letter of appointment or
otherwise at the discretion of the Director or the
Company on three months’ prior written notice.
No compensation is payable to any Director in
the event of any such termination. In addition to
their general legal responsibilities, the Directors
have responsibility for the Company’s strategy,
performance, financial and risk control, and
personnel.
With effect from 1 November 2017, Margaret
Sweeney has served on the Board of the Company
as an Executive Director. The terms of Ms. Sweeney’s
contract of employment are summarised on page
123 of this Report.
With effect from 11 April 2022, Brian Fagan has
served on the Board of the Company as an
Executive Director. The terms of Mr. Fagan’s contract
of employment are summarised on page 123 of
this Report. Copies of the terms and conditions
of appointment for each Director are available
for inspection by any person at the offices of
the Company, (attention Company Secretary),
South Dock House, Hanover Quay, Dublin 2,
Ireland during normal business hours and at the
Company’s annual general meeting for 15 minutes
prior to the meeting and during the meeting.
There are no agreements between the Company
and its Directors or employees providing for
compensation for loss of office or employment,
whether through resignation, purported
redundancy or otherwise, that occurs as a result of
a takeover of the Company, except under the terms
of the LTIP.
Name
Date of
Appointment
to Board
Date of most
recent letter of
appointment
Year term expires
(on conclusion of the AGM)
Notice
Period
Declan Moylan
31-03-2014
21-03-2023
On conclusion of 2024 AGM
3 months
Denise Turner
02-05-2023
05-03-2023
On conclusion of 2026 AGM
3 months
Hugh Scott-Barrett
29-09-2022
29-09-2022
On conclusion of 2025 AGM
3 months
Joan Garahy
18-04-2017
21-03-2023
On conclusion of 2026 AGM
3 months
Phillip Burns
23-03-2016
21-03-2023
On conclusion of 2025 AGM
3 months
Stefanie Frensch
01-07-2021
22-02-2024
On conclusion of 2027 AGM
3 months
Tom Kavanagh
01-06-2018
22-02-2024
On conclusion of 2027 AGM
3 months
Supplementary Information
248
Financial Statements
174
Strategic Report
8
Governance
168
I-RES
Annual Report and Accounts 2023
Conflicts of Interest – Directors
Section 231 of the Companies Act, 2014 requires each
Director who is in any way, either directly or indirectly,
interested in a contract or proposed contract with
the Company to declare the nature of his or her
interest at a meeting of the Directors. The Company
keeps a register of all such declarations, which may
be inspected by any Director, secretary, auditor
or member of the Company at the offices of the
Company (attention Company Secretary), South Dock
House, Hanover Quay, Dublin 2, Ireland during normal
business hours.
Subject to certain exceptions, the Articles of
Association generally prohibit Directors from voting
at Board meetings or meetings of committees of
the Board on any resolution concerning a matter in
which they have a direct or indirect interest which is
material to, or a duty which conflicts or may conflict
with the interests of, the Company. Directors may not
be counted in the quorum in relation to resolutions
on which they are not entitled to vote.
Corporate Governance
The Company has complied, from 1 January 2023
to 31 December 2023, with the provisions set out in
the Code, which applied to the Company for the
financial period ended 31 December 2023, except as
disclosed on page 101 under Compliance with the
2018 Corporate Governance Code. The Governance
Report on pages 100 to 163 sets out the Company’s
application of the principles and compliance with
the provisions of the Code and the Company’s
system of risk management and internal control.
Principal Risks and Uncertainties
A description of the principal risks and uncertainties
facing the Group is set out on pages 82 to 91.
Substantial Shareholdings
The Company has been notified of the following
interests of 3% or more of the voting rights over the
share capital of the Company as at 31 December
2023 and 20 March 2023:
Holder
31 December 2023
20 March 2024
Number of Shares
%
Number of Shares
%
Capreit Limited Partnership
98,910,000
18.68%
73,325,000
13.85%
FMR LLC
47,915,331
9.05%
52,713,079
9.95%
Vision Capital Corporation
26,524,425
5.01%
26,524,425
5.01%
APG Asset Management N.V.
26,138,135
5.01%
22,379,052
4.23%
Irish Life Investment Managers Limited
20,838,363
4.99%
23,914,801
4.52%
Setanta Asset Management Limited
26,297,678
4.97%
22,379,052
4.20%
Aviva Plc & its Subsidiaries
20,724,031
3.91%
8,046,632
1.52%
Zurcher Kantonalbank
15,923,787
3.01%
16,263,075
3.07%
Blackrock, Inc.
15,892,204
3.00%
18,816,095
3.55%
Except as disclosed above, the Company has not been notified as at 20 March 2024 of any other interest of
3% or more of the voting rights in its share capital nor is it aware of any person who directly or indirectly, jointly
or severally, exercises or could exercise control over the Company. The table above summarises the various
notifications that the Company has received for shareholders with 3% or more of the voting rights. Note the
Company has taken in to account Rule 8 Disclosures made up to to 20 March 2024. The percentage ownership
is based on the number of shares outstanding at the time the Company was notified.
169
Information required to be disclosed by LR 6.1.77, Euronext Dublin Listing Rules
For the purposes of LR 6.1.77, the information required to be disclosed by LR 6.1.77 can be found in the following
locations:
Section
Topic
Location
(1)
Interest capitalised
Financial Statements, Note 5
(2)
Publication of unaudited financial information in a
circular or prospectus
Not applicable
(3)
Small, related party transactions
Report of the Directors
(4)
Details of long-term incentive schemes
Report of the Remuneration Committee
(5)
Waiver of emoluments by a Director
Not applicable
(6)
Waiver of future emoluments by a Director
Not applicable
(7)
Non-pre-emptive issues of equity for cash
Not applicable
(8)
Item (7) in relation to major subsidiary undertakings
Not applicable
(9)
Parent participation in a placing by a listed subsidiary
Not applicable
(10)
Contracts of significance
Financial Statements, Note 24
(11)
Provision of services by a controlling shareholder
Not applicable
(12)
Shareholder waivers of dividends
Not applicable
(13)
Shareholder waivers of future dividends
Not applicable
(14)
Agreement with controlling shareholders
Not applicable
All of the information cross-referenced above is
hereby incorporated by reference into this Report
of the Directors.
Principal Subsidiaries and Joint Ventures
Details of the Company’s principal subsidiaries
as at 31 December 2023, which include IRES Fund
Management Limited (acquired 31 January 2022
and which is the Company’s Alternative Investment
Fund Manager), IRES Residential Properties Limited
(acquired on 31 March 2015 in connection with the
acquisition of the Rockbrook Portfolio and holds
the Rockbrook Portfolio), IRES Residential Properties
(Tara View) Limited (acquired on 11 August 2022 in
connection with the development of apartments
at Merrion Road and holds the Tara View Portfolio),
IRES Residential Properties (Orion) Limited and certain
owners’ management companies in which the
Company holds a majority of the voting rights, are set
out in note 5 of the Group financial statements on
pages 198 to 201. All of the Company’s principal
subsidiaries are incorporated in Ireland.
Financial Instruments
Financial instruments are set out in note 19 of the
Group financial statements on page 210.
Financial Risk Management
The financial risks include market risk, liquidity risk,
credit risk and capital management risk. The financial
risk management objectives and policies of the
Group are set out in note 20 of the Group financial
statements on page 210 and are included in this
report by cross reference.
Subsequent Events
Information in respect of events since the year
end is contained in note 31 to the Group financial
statements on page 228 and are included in this
report by cross reference.
Political Contributions
There were no political contributions which are
required to be disclosed under the Electoral Act,
1997 or the Irish Companies Act, 2014.
Supplementary Information
248
Financial Statements
174
Strategic Report
8
Governance
170
I-RES
Annual Report and Accounts 2023
Accounting Records
The Directors are responsible for ensuring
accounting records, as required by Sections 281
to 285 of the Companies Act, 2014, are kept by the
Company. The Directors believe that they have
complied with this requirement by employing
accounting personnel with appropriate expertise
and by providing adequate resources to the finance
function. The accounting records of the Company
are maintained at its registered office located at
South Dock House, Hanover Quay, Dublin 2, Ireland.
Relevant Audit Information
The Directors believe that they have taken all steps
necessary to make themselves aware of any relevant
audit information and have established that the
Company’s statutory auditors are aware of that
information. Insofar as they are aware, there is no
relevant audit information of which the Company’s
statutory auditors are unaware.
Directors’ Compliance Statement
The Directors, in accordance with Section 225(2)
of the Companies Act, 2014, acknowledge that
they are responsible for securing the Company’s
compliance with its “Relevant Obligations” within the
meaning of Section 225 of the Companies Act, 2014
(described below as “Relevant Obligations”).
The Directors confirm that:
A compliance policy statement has been drawn
up setting out the Company’s policy (that is in
the opinion of the Directors appropriate to the
Company) with regard to compliance by the
Company with its Relevant Obligations;
Appropriate arrangements and structures that,
in the Directors’ opinion, are designed to ensure
material compliance with the Company’s Relevant
Obligations, have been put in place; and
A review has been conducted during the financial
year of the arrangements and structures that
have been put in place to secure the Company’s
compliance with its Relevant Obligations.
Regulation 21 of SI 255/2006 European Communities
(Takeover Bids (Directive (2004/25/EC))
Regulations 2006
Each of the Company and its subsidiary, I-RES
Residential Properties Limited has certain financial
indebtedness arising under a private placement of
loan notes and, banking facilities, which may require
repayment and (in respect of the banking facilities)
cancellation of the commitments thereunder in the
event that a change of control occurs with respect
to the Company (or, in the case of I-RES Residential
Properties Limited’s financial indebtedness, I-RES
Residential Properties Limited), which may have the
effect of also terminating (in whole or part) hedges
transacted under the International Swaps and
Derivative Association, Inc. (“ISDA”) documentation
entered into by I-RES Residential Properties Limited.
In addition, the LTIP contains change of control
provisions which allow for the acceleration of the
exercisability of share options or awards in the event
that a change of control occurs with respect to
the Company.
There are no other significant agreements to which
the Company is a party that take effect, alter or
terminate upon a change of control of the Company
following a bid.
For the purposes of Regulation 21 of the European
Communities (Takeover Bids (Directive 2004/25/
EC)) Regulations 2006, the information on Directors
on pages 94 to 98 and the disclosures on Directors’
Remuneration on page 120 of this Report cover
the information required and are deemed to be
incorporated in the Report of the Directors.
Auditor
KPMG, Chartered Accountants, were appointed
statutory auditor on 17 July 2018 and have been
reappointed annually since that date, and pursuant
to section 383(2) will continue in office. A resolution
authorising the Directors to set their remuneration
will be proposed at the Company’s 2024 annual
general meeting.
Audit Committee
The Board has established an Audit Committee in
compliance with the Code to assist with certain
responsibilities relating to internal controls,
risk management and reporting. Refer to the
Report of the Audit Committee on page 112 for the
procedures established by the Audit Committee
to discharge these responsibilities.
General Meetings
The Company holds a general meeting each year
as its annual general meeting in addition to any
other meeting in that year. Not more than 15 months
shall elapse between the date of one annual general
meeting and that of the next. The Directors are
responsible for the convening of general meetings.
Information is distributed to Shareholders at least 20
working days prior to the annual general meeting.
No business other than the appointment of a Chair
shall be transacted at any general meeting unless a
quorum of members is present at the time when the
meeting proceeds to business. Except as provided
in relation to an adjourned meeting, two (2) persons
entitled to vote upon the business to be transacted,
each being a member or proxy for a member or
a duly authorised representative of a corporate
member, shall be a quorum.
Votes may be given either personally or by proxy
or a duly authorised representative of a corporate
member. Subject to rights or restrictions for the time
being attached to any class or classes of shares,
on a show of hands, every member present in person
and every proxy or duly authorised representative of
a corporate body shall have one vote. No individual
shall have more than one vote, and on a poll, every
member present in person or by proxy or a duly
171
authorised representative of a corporate body shall
have one vote for every share carrying voting rights
of which the individual is the holder.
Resolutions are categorised as either ordinary or
special resolutions. A bare majority of more than
50% of the votes cast by members voting on the
relevant resolution is required for the passing of an
ordinary resolution, whereas a qualified majority of
more than 75% of the votes cast by members voting
on the relevant resolution is required in order to
pass a special resolution. Matters requiring a special
resolution include, for example: altering the objects
of the Company; altering the Articles of Association
of the Company; and approving a change of the
Company’s name.
Constitution
The Company’s Constitution sets out the objects and
powers of the Company. The Articles of Association
detail the rights attaching to shares in the Company,
the method by which such shares can be purchased
or re-issued, the provisions which apply to the holding
and voting at general meetings and the rules relating
to Directors, including their appointment, retirement,
re-election, duties and powers. The Articles of
Association may be amended by special resolution
of the Company’s shareholders, being a resolution
proposed on not less than 21 days’ notice as a special
resolution and passed by more than 75% majority of
those voting on the resolution.
The Directors’ Report was approved by the Board
of Directors on 3 April 2024 and is signed on their
behalf by:
Directors
Hugh Scott-Barrett
Margaret Sweeney
Chair
Executive Director
Supplementary Information
248
Financial Statements
174
Strategic Report
8
Governance
172
I-RES
Annual Report and Accounts 2023
Company law requires the Directors to prepare
financial statements for each financial year.
Under that law the Directors are required to
prepare the Group’s and Company’s financial
statements in accordance with International
Financial Reporting Standards as adopted by
the European Union (“IFRS”) and applicable law
including Article 4 of the IAS regulation.
The Directors have elected to prepare the
Company financial statements in accordance
with FRS 101 Reduced Disclosure Framework as
applied in accordance with the provisions of
Companies Act 2014.
Under company law, the Directors must not
approve the Group and Company financial
statements unless they are satisfied that they
give a true and fair view of the assets, liabilities
and financial position of the Group and Company
and of the Group’s profit or loss for that year.
In preparing the financial statements, the Directors
are required to:
Select suitable accounting policies and then
apply them consistently;
Make judgements and estimates that are
reasonable and prudent;
State whether applicable Accounting
Standards have been followed, subject to any
material departures disclosed and explained
in the financial statements;
Assess the Group and Company’s ability to
continue as a going concern, disclosing, as
applicable, matters related to going concern;
and
Use the going concern basis of accounting
unless they either intend to liquidate the Group
or Company or to cease operations or have
no realistic alternative but to do so.
The Directors are responsible for keeping
adequate accounting records which disclose
with reasonable accuracy at any time the assets,
liabilities, financial position and profit or loss of
the Company and which enable them to ensure
that the financial statements comply with the
provisions of the Companies Act 2014.
The Directors are also responsible for taking all
reasonable steps to ensure such records are kept
by its subsidiaries which enable them to ensure
that the financial statements of the Group comply
with the provisions of the Companies Act 2014
including Article 4 of the IAS Regulation.
STATEMENT OF
DIRECTORS’
RESPONSIBILITIES
The Directors are responsible
for preparing the Report and
the financial statements in
accordance with applicable
laws and regulations.
173
They are responsible for such internal controls as they
determine is necessary to enable the preparation
of financial statements that are free from material
misstatement, whether due to fraud or error, and
have general responsibility for safeguarding the
assets of the Group, and hence for taking reasonable
steps for the prevention and detection of fraud and
other irregularities. The Directors are also responsible
for preparing a Directors’ report that complies with
the requirements of the Companies Act 2014.
In accordance with applicable law and the Euronext
Dublin Listing Rules, the Directors are also required
to prepare a Report of the Directors and reports
relating to Directors’ remuneration and corporate
governance. The Directors are also required by the
Transparency (Directive 2004/109/EC) Regulations
2007 (the “Transparency Regulations”) to include
a management report containing a fair review of
the business and a description of the principal risks
and uncertainties facing the Group. The Report
of the Directors, the Chairman’s Statement, the
Chief Executive’s Statement, the Financial Review,
the Business Strategy and the Risk Report are deemed
to be the management report as required by
the Transparenc Regulations.
The Directors confirm that they have complied with
the above requirements in preparing the financial
statements. The Directors believe that they have
complied with this requirement by employing
accounting personnel with appropriate expertise
and by providing adequate resources to the finance
function. The books and accounting records of the
Group and the Company are maintained at the
Company’s registered office located at South Dock
House, Hanover Quay, Dublin 2, Ireland.
Each of the Directors, whose names and functions are
listed on pages 94 to 98 confirms that, to the best of
each Director’s knowledge and belief:
As required by the Transparency Regulations:
The financial statements, prepared in accordance
with IFRS as adopted by the EU, give a true and
fair view of the assets, liabilities and financial
position of the Group and the Company as at 31
December 2023 and of the results of the Group,
taken as a whole, for the period 1 January 2023 to
31 December 2023;
The management report, comprising the Report
of the Directors, the Chairman’s Statement, the
Chief Executive’s Statement, the Financial Review,
the Business Performance Measures, the Business
Strategy and the Risk Report, include a fair review
of the development and performance of the
business and the position of the Company
and the Group taken as a whole as at 31
December 2023, together with a description of
the principal risks and uncertainties that the
Company and the Group faces; and
The financial statements use the going concern
basis of accounting unless they either intend
to liquidate the Group or Company or to cease
operations or have no realistic alternative but
to do so.
As required by the Code:
The Report and financial statements contained
therein, taken as a whole, are fair, balanced and
understandable and provide the information
necessary for shareholders to assess the
Company’s position and performance,
business model and strategy.
Signed on behalf of the Board.
Hugh Scott-Barrett
Margaret Sweeney
Chair
Executive Director
Dated this 3rd day of April 2024
Supplementary Information
248
Financial Statements
174
Strategic Report
8
Governance
174
I-RES
Annual Report and Accounts 2023
Independent Auditor’s Report
176
Consolidated Statement of Financial Position
183
Consolidated Statement of Profit or Loss
and Other Comprehensive Income
184
Consolidated Statement of Changes in Equity
185
Consolidated Statement of Cash Flows
186
Notes to Consolidated Financial Statements
187
Company Statement of Financial Position
229
Company Statement of Profit or Loss
and Other Comprehensive Income
230
Company Statement of Changes in Equity
231
Company Statement of Cash Flows
232
Notes to Company Financial Statements
233
Financial
Statements
Carrington Park,
Dublin 9
142
Residential
Units
174
I-RES
Annual Report and Accounts 2023
175
Supplementary Information
248
Governance
92
Strategic Report
8
Financial Statements
175
176
I-RES
Annual Report and Accounts 2023
Report on the audit of the financial statements
Opinion
We have audited the financial statements of Irish
Residential Properties REIT plc (‘the Company’)
and its consolidated undertakings (‘the Group’)
for the year ended December 31, 2023 set out on
pages 183 to 247, contained within the reporting
package 635400EOPACLULRENY18-2023-12-31-en.zip,
which comprise the Consolidated and Company
Statements of Financial Position, the Consolidated
and Company Statement of Profit or Loss and Other
Comprehensive Income, the Consolidated and
Company Statement of Cash Flows, the Consolidated
and Company Statements of Changes in Equity and
related notes, including the material accounting
policies set out in note 2.
The financial reporting framework that has been
applied in the preparation of the Group financial
statements is Irish Law, including the Commission
Delegated Regulation 2019/815 regarding the single
electronic reporting format (ESEF) and International
Financial Reporting Standards (IFRS) as adopted by
the European Union and, as regards the Company
financial statements, Irish Law and FRS 101 Reduced
Disclosure Framework issued in the United Kingdom
by the Financial Reporting Council.
In our opinion:
»
the financial statements give a true and fair view
of the assets, liabilities and financial position of the
Group and Company as at December 31, 2023 and
of the Group’s loss for the year then ended;
»
the Group financial statements have been properly
prepared in accordance with IFRS as adopted by
the European Union;
»
the Company financial statements have been
properly prepared in accordance with FRS 101
Reduced Disclosure Framework issued by the UK’s
Financial Reporting Council; and
»
the Group and Company financial statements
have been properly prepared in accordance with
the requirements of the Companies Act 2014 and,
as regards the Group financial statements, Article
4 of the IAS Regulation.
Basis for opinion
We conducted our audit in accordance with
International Standards on Auditing (Ireland) (ISAs
(Ireland)) and applicable law. Our responsibilities
under those standards are further described in the
Auditor’s Responsibilities section of our report. We
believe that the audit evidence we have obtained is
a sufficient and appropriate basis for our opinion. Our
audit opinion is consistent with our report to the audit
committee.
We were appointed as auditor by the directors
on 17 July 2018. The period of total uninterrupted
engagement is the 6 years ended December 31,
2023. We have fulfilled our ethical responsibilities
under, and we remained independent of the Group in
accordance with, ethical requirements applicable in
Ireland, including the Ethical Standard issued by the
Irish Auditing and Accounting Supervisory Authority
(IAASA) as applied to public interest entities. No
non-audit services prohibited by that standard were
provided.
Conclusions relating to going concern
In auditing the financial statements, we have
concluded that the directors’ use of the going
concern basis of accounting in the preparation of the
financial statements is appropriate. Our evaluation
of the directors’ assessment of the Group’s and
Company’s ability to continue to adopt the going
concern basis of accounting included:
»
Using our knowledge of the Group, its industry,
and the general economic environment to
identify the inherent risks to its business model
and analysing how those risks might affect the
Group’s and Company’s financial resources or
ability to continue operations over the going
concern period. The risks that we considered were
most likely to adversely affect the Group’s and
Company’s available financial resources over this
period were the impact of a significant decrease in
occupancy levels and decline in rental collection
allied to increase in inflation and interest rates
potentially impacting on asset values during the
going concern period.
»
Considering whether these risks could plausibly
affect the availability of financial resources in
the going concern period by comparing severe,
but plausible, downside scenarios that could
arise from these risks individually and collectively
against the level of available financial resources
indicated by the Group’s and Company’s financial
forecasts.
INDEPENDENT AUDITORS’ REPORT
to the Members of Irish Residential Properties REIT plc
177
Supplementary Information
248
Governance
92
Strategic Report
8
Financial Statements
Based on the work we have performed, we have
not identified any material uncertainties relating to
events or conditions that, individually or collectively,
may cast significant doubt on the Group or the
Company’s ability to continue as a going concern
for a period of at least twelve months from the date
when the financial statements are authorised for
issue.
Our responsibilities and the responsibilities of
the directors with respect to going concern are
described in the relevant sections of this report.
In relation to the Group and the Company’s
reporting on how they have applied the UK
Corporate Governance Code and the Irish Corporate
Governance Annex, we have nothing material to
add or draw attention to in relation to the directors’
statement in the financial statements about whether
the directors considered it appropriate to adopt the
going concern basis of accounting.
Detecting irregularities including fraud
We identified the areas of laws and regulations that
could reasonably be expected to have a material
effect on the financial statements and risks of
material misstatement due to fraud, using our
understanding of the entity’s industry, regulatory
environment and other external factors and inquiry
with the directors. In addition, our risk assessment
procedures included:
»
Inquiring with the directors and other
management as to the Group’s policies and
procedures regarding compliance with laws and
regulations, identifying, evaluating and accounting
for litigation and claims, as well as whether they
have knowledge of non-compliance or instances
of litigation or claims.
»
Inquiring of directors, the audit committee and
internal audit as to the Group’s policies and
procedures to prevent and detect fraud, as well
as whether they have knowledge of any actual,
suspected or alleged fraud.
»
Inquiring of directors, the audit committee and
internal audit regarding their assessment of
the risk that the financial statements may be
materially misstated due to irregularities, including
fraud.
»
Inspecting the Group’s regulatory and legal
correspondence.
»
Reading Board and subcommittee minutes.
»
Considering remuneration incentive schemes and
performance targets including the EPRA Earnings
and Net Rental Income target for management
remuneration.
»
Performing planning analytical procedures to
identify any usual or unexpected relationships.
We discussed identified laws and regulations, fraud
risk factors and the need to remain alert among the
audit team.
Firstly, the Group is subject to laws and regulations
that directly affect the financial statements including
companies and financial reporting legislation. We
assessed the extent of compliance with these laws
and regulations as part of our procedures on the
related financial statement items, including assessing
the financial statement disclosures and agreeing
them to supporting documentation when necessary.
Secondly, the Group is subject to many other laws
and regulations where the consequences of non-
compliance could have a material effect on amounts
or disclosures in the financial statements, for instance
through the imposition of fines or litigation. We
identified the following areas as those most likely
to have such an effect: health and safety, anti-
bribery, employment law, environmental law, and
certain aspects of company legislation recognising
the financial and regulated nature of the Group’s
activities and its legal form.
Auditing standards limit the required audit
procedures to identify non-compliance with these
non-direct laws and regulations to inquiry of the
directors and other management and inspection
of regulatory and legal correspondence, if any.
These limited procedures did not identify actual or
suspected non-compliance.
We assessed events or conditions that could indicate
an incentive or pressure to commit fraud or provide
an opportunity to commit fraud. As required by
auditing standards, we performed procedures to
address the risk of management override of controls.
On this audit we do not believe there is a fraud risk
related to revenue recognition.
INDEPENDENT AUDITORS’ REPORT
to the Members of Irish Residential Properties REIT plc
178
I-RES
Annual Report and Accounts 2023
In response to the fraud risks, we also performed
procedures including:
»
Identifying journal entries and other adjustments
to test based on risk criteria and comparing the
identified entries to supporting documentation.
»
Evaluating the business purpose of significant
unusual transactions.
»
Assessing significant accounting estimates
for bias.
»
Assessing the disclosures in the financial
statements.
Owing to the inherent limitations of an audit, there is
an unavoidable risk that we may not have detected
some material misstatements in the financial
statements, even though we have properly planned
and performed our audit in accordance with auditing
standards. For example, the further removed non-
compliance with laws and regulations (irregularities)
is from the events and transactions reflected in the
financial statements, the less likely the inherently
limited procedures required by auditing standards
would identify it.
In addition, as with any audit, there remains a higher
risk of non-detection of irregularities, as these may
involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal
controls. We are not responsible for preventing non-
compliance and cannot be expected to detect non-
compliance with all laws and regulations.
Key audit matters: our assessment of risks of
material misstatement
Key audit matters are those matters that, in our
professional judgement, were of most significance
in the audit of the financial statements and include
the most significant assessed risks of material
misstatement (whether or not due to fraud) identified
by us, including those which had the greatest effect
on: the overall audit strategy; the allocation of
resources in the audit; and directing the efforts of the
engagement team. These matters 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.
In arriving at our audit opinion above, the key audit
matter was as follows (unchanged from 2022):
Group and Company key audit matter
Valuation of Investment Property: Consolidated
€1,274 million (2022 - €1,499 million) Company
€1,130 million (2022: €1,317 million)
Refer to pages 188 to 190 (accounting policy) and
pages 198 to 201 (financial disclosures)
INDEPENDENT AUDITORS’ REPORT
to the Members of Irish Residential Properties REIT plc
179
Supplementary Information
248
Governance
92
Strategic Report
8
Financial Statements
The key audit matter
How the matter was addressed in our audit
The Groups’ investment property portfolio (including
properties under development and development
land) comprises a portfolio of mainly residential
property assets, 99% of which are located in Dublin.
The Group’s investment property portfolio is valued
at €1,274 million (Company: €1,130 million) at 31
December 2023 and represents 98% of the Group’s
total assets and 88% of the Company’s total assets.
The valuation of the Group’s and Company’s
investment property portfolio is inherently subjective,
as it requires, amongst other factors, consideration
of the specific characteristics of each property, the
location and nature of each property, consideration
of prevailing property market conditions and in
respect of income generating properties, estimation
of future rentals beyond the current lease terms.
In respect of development land, further factors
include market comparables.
The Directors engage external valuers to value the
Group’s and Company’s investment property portfolio
in accordance with the Royal Institution of Chartered
Surveyors (‘RICS’) Valuation – Professional Standards.
The valuation experts used by the Group have
considerable experience of the markets in which
the Group operates. In determining the valuation of
the Group’s investment properties, the valuers take
into account the above considerations and rely on
the accuracy of the underlying lease and related
information provided to the valuers by the Group.
We regard this area as a key audit matter due to
the significance of the estimates and judgements
involved in the valuation of the Group’s and
Company’s investment property portfolio.
For the reasons outlined above the engagement
team determine this matter to be a key audit matter.
Our audit procedures included ,among others,the
following:
»
We evaluated the design and implementation
of the key control within the investment property
valuation process.
»
We performed testing over the accuracy and
completeness of lease information provided
by the Group to the external valuers for income
generating properties.
»
We inspected the valuation reports and confirmed
that the valuation approach was in accordance
with RICS standards and suitable for the purposes
of the Group’s financial statements.
»
We assessed the external valuers’ qualifications
and expertise and read their terms of engagement
with the Group to determine whether there were
any matters that might have affected their
objectivity or may have imposed scope limitations
upon their work.
»
We met with the external valuers to understand
the valuation of the portfolio. These discussions
included gaining an understanding of the external
valuers’ process; the significant assumptions
employed in estimating future rental incomes and
future capital expenditure requirements for income
generating properties; and the judgements in the
selection of appropriate capitalisation rates for a
sample of selected properties.
»
We considered the capitalisation rate assumptions
for selected properties used by the valuers in
performing their valuations and compared them to
relevant market evidence, such as benchmarking
against specific property sales and performing an
internal comparison across the Group’s property
portfolio.
»
We agreed the value of all investment properties
included in the financial statements to the
valuation reports prepared by the external valuers.
»
We assessed the adequacy of the disclosures in
relation to the valuation of investment properties
and found them to be appropriate.
»
We compared the proceeds received from sales
of investment property with the reported fair value,
which provides an indicator of the accuracy and
reliability of historic revaluations.
We found no evidence to suggest that the objectivity
of the valuers in their performance of the valuations
was compromised. On the basis of the work
performed, we found the significant assumptions
used in the valuations to be appropriate.
INDEPENDENT AUDITORS’ REPORT
to the Members of Irish Residential Properties REIT plc
180
I-RES
Annual Report and Accounts 2023
Our application of materiality and an overview of
the scope of our audit
Materiality for the Group financial statements and
Company financial statements as a whole was set
at €7.0 million (2022: €8.5 million) and €6.8m (2022:
€8.2 million) respectively, determined with reference
to benchmarks of net assets (of which it represents
1% (2022: 1%) and 1% (2022: 1%)) respectively.
In addition, we applied a lower materiality of €1.4
million (2022: €1.6 million) for testing profit or loss
items excluding the net movement in fair value
of investment properties. In our judgement, the
application of this specific materiality is appropriate
due to key performance indicators of the Group
driven by profit or loss items.
Performance materiality for the Group financial
statements and Company financial statements as
a whole was set at €5.2 million (2022: €6.3 million)
and €5.1 million (2022:€6.2 million) respectively,
determined with reference to benchmarks of net
assets (of which it represents 75% (2022: 75%) and
75% (2022: 75%)) respectively. We use performance
materiality to reduce to an appropriately low level
the probability that the aggregate of uncorrected
and undetected misstatements exceeds overall
materiality. In applying our judgement in determining
performance materiality, we considered a number
of factors including; the low number and value of
misstatements detected and the low number and
severity of deficiencies in control activities identified
in the prior year financial statement audit.
We consider net assets to be the most appropriate
benchmark as this is what the readers of the financial
statements place most importance upon.
We reported to the Audit Committee any corrected
or uncorrected identified misstatements exceeding
€0.4 million (2022: €0.4 million), in addition to other
identified misstatements that warranted reporting
on qualitative grounds.
In our judgement, the application of this specific
materiality is appropriate due to key performance
indicators of the Group driven by profit or loss items.
We applied materiality to assist us determine what
risks were significant risks and the procedures to
be performed.
Our audit was undertaken to the materiality and
performance materiality level specified above
and was all performed by a single engagement
team in Dublin.
Other information
The directors are responsible for the other
information presented in the Annual Report together
with the financial statements. The other information
comprises the information included in the directors’
report and Chairman’s Statement, Chief Executive
Officer’s Statement, Financial Review, Business
Performance Measures, Market Update, Business
Strategy, Sustainability Review, Investment Policy,
Risk Report, Corporate Governance Report, Report
of the Audit Committee, Report of the Remuneration
Committee, Report of the Nomination Committee,
Report of the Sustainability Committee and Report
of the Directors. The financial statements and our
auditor’s report thereon do not comprise part of
the other information. Our opinion on the financial
statements does not cover the other information
and, accordingly, we do not express an audit opinion
or, except as explicitly stated below, any form of
assurance conclusion thereon.
Our responsibility is to read the other information
and, in doing so, consider whether, based on our
financial statements audit work, the information
therein is materially misstated or inconsistent with the
financial statements or our audit knowledge. Based
solely on that work we have not identified material
misstatements in the other information.
Based solely on our work on the other information
undertaken during the course of the audit, we report
that:
»
we have not identified material misstatements in
the directors’ report;
»
in our opinion, the information given in the
directors’ report is consistent with the financial
statements;
»
in our opinion, the directors’ report has been
prepared in accordance with the Companies
Act 2014.
Corporate governance statement
We have reviewed the directors’ statement in relation
to going concern, longer-term viability, that part of
the Corporate Governance Statement relating to the
Company’s compliance with the provisions of the UK
Corporate Governance Code and the Irish Corporate
Governance Annex specified for our review by the
Listing Rules of Euronext Dublin.
INDEPENDENT AUDITORS’ REPORT
to the Members of Irish Residential Properties REIT plc
181
Supplementary Information
248
Governance
92
Strategic Report
8
Financial Statements
Based on the work undertaken as part of our audit,
we have concluded that each of the following
elements of the Corporate Governance Statement
is materially consistent with the financial statements
and our knowledge obtained during the audit:
»
Directors’ statement with regards the
appropriateness of adopting the going concern
basis of accounting and any material uncertainties
identified;
»
Directors’ explanation as to their assessment of
the Group’s prospects, the period this assessment
covers and why the period is appropriate;
»
Director’s statement on whether it has a
reasonable expectation that the Group will be able
to continue in operation and meets its liabilities;
»
Directors’ statement on fair, balanced and
understandable and the information necessary for
shareholders to assess the Group’s position and
performance, business model and strategy;
»
Board’s confirmation that it has carried out a
robust assessment of the emerging and principal
risks and the disclosures in the Annual Report that
describe the principal risks and the procedures in
place to identify emerging risks and explain how
they are being managed or mitigated;
»
Section of the Annual Report that describes the
review of effectiveness of risk management and
internal control systems; and;
»
Section describing the work of the Audit
Committee
The Listing Rules of Euronext Dublin also requires
us to review certain elements of disclosures in the
report to shareholders by the Board of Directors’
remuneration committee.
We have nothing to report in this regard.
In addition as required by the Companies Act 2014,
we report, in relation to information given in the
Corporate Governance Statement on pages 100 to
101, that:
»
based on the work undertaken for our audit, in
our opinion, the description of the main features
of internal control and risk management systems
in relation to the financial reporting process and
information relating to voting rights and other
matters required by the European Communities
(Takeover Bids (Directive 2004/EC) Regulations
2006 and specified for our consideration, is
consistent with the financial statements and has
been prepared in accordance with the Act;
»
based on our knowledge and understanding of
the Company and its environment obtained in
the course of our audit, we have not identified any
material misstatements in that information; and
»
the Corporate Governance Statement contains
the information required by the European Union
(Disclosure of Non-Financial and Diversity
Information by certain large undertakings and
groups) Regulations 2017.
We also report that, based on work undertaken for
our audit, the information required by the Act is
contained in the Corporate Governance Statement.
Our opinions on other matters prescribed by the
Companies Act 2014 are unmodified
We have obtained all the information and
explanations which we consider necessary for the
purposes of our audit.
In our opinion the accounting records of the
Company were sufficient to permit the financial
statements to be readily and properly audited and
the financial statements are in agreement with the
accounting records.
We have nothing to report on other matters on
which we are required to report by exception
The Companies Act 2014 requires us to report to you
if, in our opinion:
»
the disclosures of directors’ remuneration and
transactions required by Sections 305 to 312 of the
Act are not made;
»
the Company has not provided the information
required by Section 1110N in relation to its
remuneration report for the financial year 31
December 2022.
We have nothing to report in this regard.
INDEPENDENT AUDITORS’ REPORT
to the Members of Irish Residential Properties REIT plc
182
I-RES
Annual Report and Accounts 2023
Respective responsibilities and restrictions on use
Responsibilities of directors for the financial
statements
As explained more fully in the Directors’
responsibilities statement set out on page 172, the
Directors are responsible for: the preparation of
the financial statements including being satisfied
that they give a true and fair view; such internal
control as they determine is necessary to enable
the preparation of financial statements that are
free from material misstatement, whether due to
fraud or error; assessing the Group and 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 they either intend to liquidate the Group or the
Company or to cease operations, or have no realistic
alternative but to do so.
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 (Ireland)
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.
A fuller description of our responsibilities is provided
on IAASA’s website at https://iaasa.ie/publications/
description-of-the-auditors-responsibilities-for-the-
audit-of-the-financial-statements/.
The purpose of our audit work and to whom we owe
our responsibilities
Our report is made solely to the Company’s
members, as a body, in accordance with Section 391
of the Companies Act 2014. Our audit work has been
undertaken so that we might state to the Company’s
members those matters we are required to state to
them in an auditor’s report and for no other purpose.
To the fullest extent permitted by law, we do not
accept or assume responsibility to anyone other
than the Company and the Company’s members,
as a body, for our audit work, for this report, or for the
opinions we have formed.
3 April 2024
David Moran
for and on behalf of
KPMG
Chartered Accountants, Statutory Audit Firm
1 Stokes Place
St. Stephen’s Green
INDEPENDENT AUDITORS’ REPORT
to the Members of Irish Residential Properties REIT plc
183
Supplementary Information
248
Governance
92
Strategic Report
8
Financial Statements
Note
31 December
2023
€’000
31 December
2022
€’000
Assets
Non-Current Assets
Investment properties
5
1,274,360
1,498,998
Property, plant and equipment
7
8,208
8,718
Derivative financial instruments
19
6,340
1,282,568
1,514,056
Current Assets
Other current assets
8
6,312
6,297
Derivative financial instruments
19
2,879
1,474
Cash and cash equivalents
15
7,864
6,965
17,055
14,736
Total Assets
1,299,623
1,528,792
Liabilities
Non-Current Liabilities
Bank indebtedness
10
371,355
453,738
Private placement notes
11
196,125
198,237
Lease liability
23
7,842
8,268
Derivative financial instruments
19
3,667
578,989
660,243
Current Liabilities
Accounts payable and accrued liabilities
9
15,675
12,797
Derivative financial instruments
19
9
Security deposits
7,202
7,974
Lease liability
23
426
416
23,303
21,196
Total Liabilities
602,292
681,439
Shareholders’ Equity
Share capital
14
52,958
52,958
Share premium
504,583
504,583
Share-based payment reserve
1,354
1,201
Cashflow hedge reserve
19
(672)
5,633
Retained earnings
139,108
282,978
Total Shareholders’ Equity
697,331
847,353
Total Shareholders’ Equity and Liabilities
1,299,623
1,528,792
IFRS Basic NAV per share
28
131.7
160.0
The accompanying notes form an integral part of these consolidated financial statements.
CONSOLIDATED STATEMENT OF
FINANCIAL POSITION
As at 31 December 2023
184
I-RES
Annual Report and Accounts 2023
Note
31 December
2023
€’000
31 December
2022
€’000
Operating Revenue
Revenue from investment properties
16
87,854
84,857
Operating Expenses
Property taxes
(1,168)
(1,078)
Property operating costs
(18,772)
(18,042)
Net Rental Income (“NRI”)
67,914
65,737
General and administrative expenses
17
(12,686)
(17,154)
Share-based compensation expense
13
(153)
(117)
Net movement in fair value of investment properties
5
(141,791)
(45,599)
(Loss)/gain on disposal of investment property
(418)
2,795
Gain on derivative financial instruments
19
86
35
Depreciation of property, plant and equipment
7
(536)
(536)
Lease interest
6
(212)
(222)
Financing costs
18
(26,695)
(16,803)
Loss before taxation
(114,491)
(11,864)
Taxation
21
(1,523)
44
Loss for the Year
(116,014)
(11,820)
Other comprehensive income
Items that are or may be reclassified subsequently to profit or loss:
Cash flow hedges - effective portion of changes in fair value
(6,160)
11,375
Cash flow hedges - cost of hedging deferred
362
(144)
Cash flow hedges - reclassified to profit or loss
(507)
(5,250)
Other Comprehensive (loss)/income for the year
(6,305)
5,981
Total Comprehensive (Loss)/Income for the Year Attributable to
Shareholders
(122,319)
(5,839)
Basic Loss per Share (cents)
27
(21.9)
(2.2)
Diluted Loss per Share (cents)
27
(21.9)
(2.2)
The accompanying notes form an integral part of these consolidated financial statements.
CONSOLIDATED STATEMENT OF PROFIT OR LOSS
AND OTHER COMPREHENSIVE INCOME
For the year ended 31 December 2023
185
Supplementary Information
248
Governance
92
Strategic Report
8
Financial Statements
Note
Share
Capital
€’000
Share
Premium
€’000
Retained
Earnings
€’000
Share-
based
payments
Reserve
€’000
Cashflow
hedge
Reserve
€’000
Total
€’000
Shareholders’ Equity at 1 January
2023
52,958
504,583
282,978
1,201
5,633
847,353
Total comprehensive loss for the year
Loss for the year
(116,014)
(116,014)
Other comprehensive loss for the year
(6,305)
(6,305)
Total comprehensive loss for the year
(116,014)
(6,305) (122,319)
Transactions with owners,
recognised directly in equity
Long-term incentive plan
13
153
153
Share issuance
14
Dividends paid
22
(27,856)
(27,856)
Transactions with owners,
recognised directly in equity
(27,856)
153
(27,703)
Shareholders’ Equity
at 31 December 2023
52,958
504,583
139,108
1,354
(672)
697,331
For the year ended 31 December 2022
Note
Share
Capital
€’000
Share
Premium
€’000
Retained
Earnings
€’000
Share-
based
payments
Reserve
€’000
Cashflow
hedge
Reserve
€’000
Total
€’000
Shareholders’ Equity at 1 January
2022
52,945
504,470
323,280
1,093
(348)
881,440
Total comprehensive loss for the year
Loss for the year
(11,820)
(11,820)
Other comprehensive income for the year
5,981
5,981
Total comprehensive loss for the year
(11,820)
5,981
(5,839)
Transactions with owners,
recognised directly in equity
Long-term incentive plan
13
117
117
Share issuance
14
13
113
9
(9)
126
Dividends paid
22
(28,491)
(28,491)
Transactions with owners,
recognised directly in equity
13
113
(28,482)
108
(28,248)
Shareholders’ Equity
at 31 December 2022
52,958
504,583
282,978
1,201
5,633
847,353
The accompanying notes form an integral part of these consolidated financial statements.
CONSOLIDATED STATEMENT OF
CHANGES IN EQUITY
For the year ended 31 December 2023
186
I-RES
Annual Report and Accounts 2023
CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended 31 December 2023
Note
31 December
2023
€’000
31 December
2022
€’000
Cash Flows from Operating Activities:
Operating Activities
Loss for the Year
(116,014)
(11,820)
Adjustments for non-cash items:
Fair value adjustment - investment properties
5
141,791
45,599
Loss/(gain) on disposal of investment property
418
(2,795)
Depreciation of property, plant and equipment
7
536
536
Amortisation of other financing costs
23
2,079
1,998
Share-based compensation expense
13
153
117
Gain on derivative financial instruments
19
(86)
(35)
Allowance for expected credit loss
(90)
725
Capitalised leasing costs
5
876
588
Interest accrual relating to derivatives
23
9
Taxation
21
1,523
(44)
(Loss)/Profit adjusted for non-cash items
31,186
34,878
Interest expense
23
24,828
15,027
Changes in operating assets and liabilities
23
1,098
(3,314)
Income taxes paid
21
(88)
(7)
Net Cash Generated from Operating Activities
57,024
46,584
Cash Flows from Investing Activities
Net proceeds from disposal of investment property
4
88,672
54,932
Deposits on acquisitions
2
(3,855)
Acquisition of investment properties
(79,155)
Development of investment properties
5
(4,632)
Property capital investments
5
(7,590)
(8,769)
Direct leasing cost
5
28
(4)
Purchase of property, plant and equipment
7
(26)
(44)
Acquisition of subsidiary, net of cash acquired
12
1,093
Net Cash Generated from/(Used in) Investing Activities
81,086
(40,434)
Cash Flows from Financing Activities
Financing fees
23
(359)
(1,610)
Interest paid
23
(24,580)
(15,453)
Credit Facility drawdown
23
10,700
93,000
Credit Facility repayment
23
(94,700)
(56,000)
Interest rate swap payments
(698)
Lease payment
6
(416)
(406)
Proceeds on issuance of shares
23
126
Dividends paid to shareholders
22
(27,856)
(28,491)
Net Cash Generated from/(Used in) Financing Activities
(137,211)
(9,532)
Changes in Cash and Cash Equivalents during the Year
899
(3,382)
Cash and Cash Equivalents, Beginning of the Year
6,965
10,347
Cash and Cash Equivalents, End of the Year
7,864
6,965
The accompanying notes form an integral part of these consolidated financial statements
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
Strategic Report
8
Governance
92
Financial Statements
Supplementary Information
248
187
1.
General Information
Irish Residential Properties REIT plc (“I-RES” or the
“Company”) was incorporated in Ireland on 2 July
2013. On 16 April 2014, I-RES obtained admission of its
ordinary shares to the primary listing segment of the
Official List of Euronext Dublin and to trading on the
main market for listed securities of Euronext Dublin.
I-RES’ registered office is South Dock House, Hanover
Quay, Dublin 2, Ireland. The ordinary shares of I-RES
are traded on the main market for listed securities of
Euronext Dublin under the symbol “IRES”. The Group
owns interests in residential rental accommodations,
as well as commercial and development sites, the
majority of which are located in and near major
urban centres in Dublin, Ireland.
2.
Material Accounting Policies
a) Basis of preparation
This financial information has been derived from the
information used to prepare the Group’s consolidated
financial statements for the year ended 31 December
2023 in accordance with International Financial
Reporting Standards as adopted by the European
Union (“IFRS”), IFRS Interpretations Committee (“IFRIC”)
interpretations and those parts of the Companies
Act 2014 applicable to companies reporting under
IFRS. The financial information for the years ended
31 December 2023 and 31 December 2022 has been
prepared under the historical cost convention, as
modified by the fair value of investment properties,
derivative financial instruments at fair value and share
options at grant date through the profit or loss in the
consolidated statement of profit or loss and other
comprehensive income.
The consolidated financial statements of the
Group are prepared on a going concern basis of
accounting. The consolidated financial statements of
the Group have been presented in Euro, which is the
Company’s functional currency.
The consolidated financial statements of the Group
cover the 12-month period from 1 January 2023 to 31
December 2023.
The Group has not early adopted any forthcoming
International Accounting Standards Board (“IASB”)
standards. Note 2(t) sets out details of such
upcoming standards.
Going concern
The Group meets its day-to-day working capital
requirements through its cash and deposit balances.
The Group’s plans indicate that it should have
adequate resources to continue operating for
the foreseeable future. The Group has a strong
consolidated statement of financial position with
sufficient liquidity and flexibility in place to manage
through the potential headwinds in the current
market. The Group can draw an additional €65
million from its RCF (as defined below in note 10) while
maintaining a maximum 50% Loan to value ratio as
at 31 December 2023, as required by REIT legislation.
As at 31 December 2023, the undrawn RCF amount
is €227 million. Post year end, I-RES has reduced the
RCF facility size by €100m, resulting in an undrawn
amount of €127 million. The Group generated positive
cashflows from operations for the year ended 31
December 2023. Accordingly, the Directors consider
it appropriate that the Group adopts the going
concern basis of accounting in the preparation of
the consolidated financial statements.
NOTES TO CONSOLIDATED
(continued)
FINANCIAL STATEMENTS
188
I-RES
Annual Report and Accounts 2023
2.
Material Accounting Policies
(continued)
a) Basis of preparation
(continued)
Changes in material accounting policies
The Group adopted the disclosure of accounting
policies (amendments to IAS 1 and IFRS Practice
Statement 2) from 1 January 2023. The amendments
have not resulted in a change to the accounting
policies themselves, they impacted the accounting
policy information disclosed in Note 2. The changes
have resulted in the disclosure of material rather than
significant account policies.
b) Basis of consolidation
These consolidated financial statements incorporate
the financial statements of I-RES and its subsidiaries,
IRES Residential Properties Limited, IRES Fund
Management Limited, IRES Residential Properties
(Tara View) Limited and IRES Residential Properties
(Orion) Limited. I-RES controls these subsidiaries by
virtue of its 100% shareholding in the companies.
All intragroup assets and liabilities, equity, income,
expenses and cash flows relating to transactions
between members of the Group are eliminated in
full on consolidation.
Subsidiaries
Subsidiaries are entities controlled by I-RES. I-RES
controls an entity when it is exposed to, or has
rights to, variable returns from its involvement
with the entity and has the ability to affect these
returns through its power over the entity. The
financial information of subsidiaries (except owners’
management companies) is included in the
consolidated financial statements from the date
on which control commences until the date on
which control ceases. I-RES does not consolidate
owners’ management companies in which it holds
majority voting rights. For further details, please refer
to note 24.
c)
Investment properties and investment properties
under development
Investment properties
The Group considers its income properties to be
investment properties under IAS 40, Investment
Property (“IAS 40”) and has chosen the fair value
model to account for its investment properties in
the consolidated financial statements. Under IFRS
13, Fair Value Measurement (“IFRS 13”), fair value is
defined as the price that would be received to sell
an asset or paid to transfer a liability in an orderly
transaction between market participants at the
measurement date.
Investment properties are treated as acquired at the
time when the Group assumes the significant risks and
returns of ownership, which normally occurs when the
conveyancing contract has been performed by both
buyer and seller and the contract has been deemed
to have become unconditional and completed.
Investment properties are deemed to have been
acquired when the buyer has assumed control of
ownership and the contract has been completed.
Investment properties comprise investment interests
held in land and buildings (including integral
equipment) held for the purpose of producing rental
income, capital appreciation or both, but not for sale
in the ordinary course of business.
All investment properties are initially recorded at cost,
which includes transaction and other acquisition
costs, at their respective acquisition dates and are
subsequently stated at fair value at each reporting
date, with any gain or loss arising from a change
in fair value recognised through profit or loss in the
consolidated statement of profit or loss and other
comprehensive income for the period. Gains and
losses (calculated as the difference between the net
proceeds from disposal and the carrying amount
of the item) arising on the disposal of investment
properties are also recognised through profit or loss
in the consolidated statement of profit or loss and
other comprehensive income.
The fair value of investment properties is determined
by qualified independent valuers at each reporting
date, in accordance with the Royal Institution of
Chartered Surveyors (“RICS”) Valuation Standards
and IFRS 13. Each independent valuer holds a
recognised relevant professional qualification and
has recent experience in the locations and segments
of the investment properties valued. At each
reporting date, management undertakes a review
of its investment property valuations to assess the
continuing validity of the underlying assumptions,
such as future income streams and yields used in
the independent valuation report, as well as property
valuation movements when compared to the prior
year valuation report and holds discussions with the
independent valuer.
Investment properties under development
Investment properties under development include
those properties, or components thereof, that will
undergo activities that will take a substantial period
of time to prepare the properties for their intended
use as income properties.
Investment properties under development
(continued)
NOTES TO CONSOLIDATED
(continued)
FINANCIAL STATEMENTS
Strategic Report
8
Governance
92
Financial Statements
Supplementary Information
248
189
2.
Material Accounting Policies
(continued)
c)
Investment properties and investment properties
under development
(continued)
The cost of a development property that is an asset
acquisition comprises the amount of cash, or the
fair value of other consideration, paid to acquire the
property, including transaction costs. Subsequent to
the acquisition, the cost of a development property
includes costs that are directly attributable to these
assets, including development costs and borrowing
costs. These costs are capitalised when the activities
necessary to prepare an asset for development or
redevelopment begin and continue until the date
that construction is substantially complete and all
necessary occupancy and related permits have
been received, whether or not the space is leased.
Borrowing costs are calculated using the Company’s
weighted average cost of borrowing.
Properties under development are valued at fair
value by qualified independent valuers at each
reporting date with fair value adjustments recognised
in profit or loss in the consolidated statement of
profit or loss and other comprehensive income. In the
case of investment property under development, the
valuation approach applied is the “residual method”,
with a deduction for the costs necessary to complete
the development together with an allowance for the
remaining risk.
Development land
Development land is also stated at fair value by
qualified independent valuers at each reporting date
with fair value adjustments recognised in profit or
loss in the consolidated statement of profit or loss
and other comprehensive income. In the case of
development land, the valuation approach applied
is the comparable sales approach, which considers
recent sales activity for similar land parcels in the
same or similar markets. Land values are estimated
using either a per acre or per buildable square
foot basis based on highest and best use. Such
values are applied to the Group’s properties after
adjusting for factors specific to the site, including
its location, highest and best use, zoning, servicing
and configuration.
Key estimations of inherent uncertainty in
investment property valuations
The fair values derived are based on anticipated
market values for the properties, being the estimated
amount that would be received from a sale of the
assets in an orderly transaction between market
participants. The valuation of the Group’s investment
property portfolio is inherently subjective as it
requires, among other factors, assumptions to be
made regarding the ability of existing residents to
meet their rental obligations over the entire life of
their leases, the estimation of the expected rental
income in the future, an assessment of a property’s
ability to remain an attractive technical configuration
to existing and prospective residents in a changing
market and a judgement to be reached on the
attractiveness of a building, its location and the
surrounding environment. While these and other
similar matters are market-standard considerations
in determining the fair value of a property in
accordance with the RICS methodology, they are
all subjective assessments of future outturns and
macroeconomic factors, which are outside of the
Group’s control or influence and therefore may prove
to be inaccurate long-term forecasts.
As a result of all these factors, the ultimate valuation
the Group places on its investment properties is
subject to some uncertainty and may not turn out to
be accurate, particularly in times of macroeconomic
volatility. The RICS property valuation methodology
is considered by the Board to be the valuation
technique most suited to the measurement of the
fair value of property investments. It is also the
primary measurement of fair value that all major
and reputable property market participants use
when valuing a property investment. See note 5 for
a detailed discussion of the significant assumptions,
estimates and valuation methods used.
d) Property asset acquisition
At the time of acquisition of a property or a portfolio
of investment properties, the Group evaluates
whether the acquisition is a business combination or
asset acquisition. The Group accounts for business
combinations using the acquisition method when
the acquired set of activities and assets meets the
definition of a business and control is transferred
to the Group. In determining whether a particular
set of activities and assets is a business, the Group
assesses whether the set of assets and activities
acquired includes, at a minimum, an input and
substantive process and whether the acquired set
has the ability to produce outputs.
NOTES TO CONSOLIDATED
(continued)
FINANCIAL STATEMENTS
2.
Material Accounting Policies
(continued)
d) Property asset acquisition
(continued)
The Group has an option to apply a ‘concentration
test’ that permits a simplified assessment of whether
an acquired set of activities and assets is not a
business. The optional concentration test is met if
substantially all of the fair value of the gross assets
acquired is concentrated in a single identifiable asset
or group of similar identifiable assets.
When an acquisition does not represent a business
as defined under IFRS 3, the Group classifies these
properties, or portfolio of properties, as an asset
acquisition. Identifiable assets acquired and liabilities
assumed in an asset acquisition are measured
initially at their fair values at the acquisition date.
Acquisition-related transaction costs are capitalised
to the property.
e)
Property, plant and equipment
Property, plant and equipment are stated at historical
cost less accumulated depreciation and mainly
comprise of the leased head office, head office
fixtures and fittings and information technology
hardware. These items are depreciated on a straight-
line basis over their estimated useful lives; the right
of use building has a useful life of 20 years and the
fixtures and fittings have a useful life ranging from
one to five years.
f)
Business combinations
Business combinations are accounted for using the
acquisition method when the acquired set of activities
and assets meets the definition of a business and
control is transferred to the Group. The identifiable
assets and liabilities are measured and recorded
at fair value at the date of acquisition. The cost
of acquisition is measured as the total amount of
consideration transferred, measured at the acquisition
date. Acquisition costs are expensed as incurred.
Goodwill is recognised when the aggregate of the
consideration transferred and any non-controlling
interest is greater than the fair value of the net
identifiable assets at the acquisition date. If the
consideration transferred is lower than the fair value
of the net assets of the subsidiary acquired, it is
recognised as a bargain purchase and the difference
is recognised in the Statement of Profit or Loss and
other comprehensive income.
g)
IFRS 9, Financial Instruments (“IFRS 9”)
Financial assets and financial liabilities
Under IFRS 9, financial assets and financial
liabilities are initially recognised at fair value
and are subsequently accounted for based on
their classification as described below. Their
classification depends on the purpose for which
the financial instruments were acquired or issued,
their characteristics and I-RES’ designation of such
instruments. The standard requires that all financial
assets and financial liabilities be classified as fair
value through profit or loss (“FVTPL”), amortised cost
or fair value through other comprehensive income
(“FVTOCI”).
Derecognition of financial assets
and financial liabilities
The Group derecognises a financial asset when:
»
the contractual rights to the cash flows from the
financial asset expire; or
»
it transfers the rights to receive the contractual
cash flows in a transaction in which either:
»
substantially all of the risks and rewards of
ownership of the financial asset are transferred;
or
»
the Group neither transfers nor retains
substantially all of the risks and rewards of
ownership and it does not retain control of the
financial asset.
The Group enters into transactions whereby it
transfers assets recognised in its consolidated
statement of financial position but retains either all
or substantially all of the risks and rewards of the
transferred assets. In these cases, the transferred
assets are not derecognised.
The Group derecognises a financial liability when its
contractual obligations are discharged, cancelled
or expire. The Group also derecognises a financial
liability when its terms are modified and the cash
flows of the modified liability are substantially
different, in which case a new financial liability based
on the modified terms is recognised at fair value.
On derecognition of a financial liability, the difference
between the carrying amount extinguished and the
consideration paid (including any non-cash assets
transferred or liabilities assumed) is recognised in
profit or loss.
Offsetting
Financial assets and financial liabilities are offset
and the net amount presented in the consolidated
statement of financial position when, and only when,
the Group currently has a legally enforceable right
to set off the amounts and it intends either to settle
them on a net basis or to realise the asset and settle
the liability simultaneously.
190
I-RES
Annual Report and Accounts 2023
NOTES TO CONSOLIDATED
(continued)
FINANCIAL STATEMENTS
Strategic Report
8
Governance
92
Financial Statements
Supplementary Information
248
191
2.
Material Accounting Policies
(continued)
g)
IFRS 9, Financial Instruments (“IFRS 9”)
(continued)
Classification of financial instruments
The following summarises the classification and measurement I-RES has elected to apply to each of its
significant categories of financial instruments:
Type
Classification
Measurement
Financial assets
   
Cash and cash equivalents
Held to Collect
Amortised cost
Other receivables
Held to Collect
Amortised cost
Derivative financial instruments
FVTOCI
Fair value through other
   
comprehensive income
Financial liabilities
   
Bank indebtedness
Other financial liabilities
Amortised cost
Private placement notes
Other financial liabilities
Amortised cost
Accounts payable and accrued liabilities
Other financial liabilities
Amortised cost
Security deposits
Other financial liabilities
Amortised cost
Derivative financial instruments
FVTOCI
Fair value through other
   
comprehensive income
Cash and cash equivalents
Cash and cash equivalents include cash and short-
term investments with an original maturity of three
months or less. Interest earned or accrued on these
financial assets is included in other income.
Other receivables
Such receivables arise when I-RES provides services
to a third party, such as a resident, and are included
in current assets, except for those with maturities
more than 12 months after the consolidated
statement of financial position date, which are
classified as non-current assets. Loans and other
receivables are included in other assets initially at
fair value on the consolidated statement of financial
position and are subsequently accounted for at
amortised cost.
Other liabilities
Such financial liabilities are initially recorded at
fair value and subsequently accounted for at
amortised cost and include all liabilities other than
derivatives. Derivatives are at fair value through other
comprehensive income.
FVTPL
Financial instruments in this category are recognised
initially and subsequently at fair value. Gains
and losses arising from changes in fair value
are presented within gain on derivative financial
instruments in the consolidated statement of profit or
loss in the period in which they arise. Financial assets
and liabilities at FVTPL are classified as current, except
for the portion expected to be realised or paid more
than 12 months after the consolidated statement of
financial position date, which is classified as non-
current. Derivatives are categorised as FVTPL unless
designated as hedges.
Derivative financial instruments and
hedge accounting
The Group utilises derivative financial instruments
to hedge foreign exchange risk and interest rate risk
exposures. Embedded derivatives are separated from
the host contract and accounted for separately if
the host contract is not a financial asset and certain
criteria are met.
Derivatives are initially measured at fair value.
Subsequent to initial recognition, derivatives are
remeasured at fair value, with changes generally
recognised through profit or loss.
NOTES TO CONSOLIDATED
(continued)
FINANCIAL STATEMENTS
2.
Material Accounting Policies
(continued)
g)
IFRS 9, Financial Instruments (“IFRS 9”)
(continued)
Derivative financial instruments and
hedge accounting
(continued)
The Group designates certain derivatives as hedging
instruments to hedge the variability in cash flows
associated with highly probable forecast transactions
arising from changes in foreign exchange rates and
interest rates.
At inception of designated hedging relationships, the
Group documents the risk management objective
and strategy for undertaking the hedge. The Group
also documents the economic relationship between
the hedged item and the hedging instrument,
including whether the changes in cash flows of the
hedged item and hedging instrument are expected
to offset each other.
Cash flow hedges
When a derivative is designated as a cash flow
hedging instrument, hedge accounting is used in
line with IFRS 9. The effective portion of changes in
the fair value of the derivative is recognised in other
comprehensive income (“OCI”) and accumulated in
the hedging reserve. The effective portion of changes
in the fair value of the derivative that is recognised in
OCI is limited to the cumulative change in fair value
of the hedged item, determined on a present value
basis, from inception of the hedge. Any ineffective
portion of changes in the fair value of the derivative is
recognised immediately in profit or loss.
For all hedged forecast transactions, the amount
accumulated in the hedging reserve is reclassified to
financing costs in the same period or periods during
which the hedged expected future cash flows affect
profit or loss.
If the hedge no longer meets the criteria for hedge
accounting or the hedging instrument is sold, expires,
is terminated or is exercised, then hedge accounting
is discontinued prospectively.
If the hedged future cash flows are no longer
expected to occur, then the amounts that have been
accumulated in the hedging reserve are immediately
reclassified to profit or loss.
h) IFRS 16, Leases
At inception of a contract, the Group assesses
whether a contract is, or contains, a lease. A contract
is, or contains, a lease if the contract conveys the
right to control the use of an identified asset for a
period of time in exchange for consideration. To
assess whether a contract conveys the right to
control the use of an identified asset, the Group uses
the definition of a lease in IFRS 16.
As a lessee
When the Group acts as a lessee, at commencement
or on modification of a contract that contains a lease
component, the Group allocates the consideration in
the contract to each lease component on the basis
of its relative stand-alone price.
The Group recognises a right-of-use asset and a
lease liability at the lease commencement date. The
right-of-use asset is initially measured at cost, which
comprises the initial amount of the lease liability
adjusted for any lease payments made at or before
the commencement date, plus any initial direct
costs incurred and an estimate of costs to dismantle
and remove the underlying asset or to restore the
underlying asset or the site on which it is located, less
any lease incentives received.
The right-of-use asset is subsequently
depreciated using the straight-line method from the
commencement date to the end of the lease term,
unless the lease transfers ownership of the underlying
asset to the Group by the end of the lease term or the
cost of the right-of-use asset reflects that the Group
will exercise a purchase option. In that case the right-
of-use asset will be depreciated over the useful life
of the underlying asset. In addition, the right-of-use
asset is periodically reduced by impairment losses, if
any, and adjusted for certain remeasurements of the
lease liability.
The lease liability is initially measured at the present
value of the lease payments that are not paid at
the commencement date, discounted using the
interest rate implicit in the lease or, if that rate cannot
be readily determined, the Group’s incremental
borrowing rate. Generally, the Group uses its
incremental borrowing rate as the discount rate.
The Group determines its incremental borrowing
rate by obtaining interest rates from various external
financing sources and makes certain adjustments
to reflect the terms of the lease and the type of
asset leased.
192
I-RES
Annual Report and Accounts 2023
NOTES TO CONSOLIDATED
(continued)
FINANCIAL STATEMENTS
Strategic Report
8
Governance
92
Financial Statements
Supplementary Information
248
193
2.
Material Accounting Policies
(continued)
h) IFRS 16, Leases
(continued)
As a lessee
(continued)
Lease payments included in the measurement of the
lease liability comprise the following:
»
fixed payments, including in-substance fixed
payments;
»
variable lease payments that depend on an index
or a rate, initially measured using the index or rate
as at the commencement date;
»
amounts expected to be payable under a residual
value guarantee; and
»
the exercise price under a purchase option that
the Group is reasonably certain to exercise,
lease payments in an optional renewal period if
the Group is reasonably certain to exercise an
extension option and penalties for early termination
of a lease unless the Group is reasonably certain
not to terminate early.
The lease liability is measured at amortised cost using
the effective interest method. It is remeasured when
there is a change in future lease payments arising
from a change in an index or rate, if there is a change
in the Group’s estimate of the amount expected to be
payable under a residual value guarantee, if the Group
changes its assessment of whether it will exercise a
purchase, extension or termination option or if there is a
revised in-substance fixed lease payment.
When the lease liability is remeasured in this way, a
corresponding adjustment is made to the carrying
amount of the right-of-use asset, or is recorded
through profit or loss if the carrying amount of the
right-of-use asset has been reduced to zero.
The Group presents right-of-use assets that do
not meet the definition of investment property in
‘Property, plant and equipment’ and lease liabilities in
‘Lease liability’ in the statement of financial position.
As a lessor
When the Group acts as a lessor, it determines at
lease commencement whether each lease is a
finance lease or an operating lease. To classify each
lease, the Group makes an overall assessment of
whether the lease transfers to the lessee substantially
all of the risks and rewards incidental to ownership
of the underlying assets. If this is the case, then the
lease is a finance lease; if not, then it is an operating
lease. As part of the assessment, the Group considers
certain indicators such as whether the lease is for
the major part of the economic life of the asset, the
present value of lease payments and any option
included in the lease. The Group has determined that
all of its leases are operating leases.
When the Group is an intermediate lessor, it accounts
for its interests in the head lease and the sub-lease
separately. It assesses the lease classification of a
sub-lease with reference to the right-of-use asset
arising from the head lease, not with reference to
the underlying asset. If a head lease is a short-term
lease to which the Group applies the exemption
described above, then it classifies the sub-lease as
an operating lease.
On modification of a contract that contains a lease
component and a non-lease component, I-RES
allocates the consideration in the contract to each of
the components on the basis of their relative stand-
alone prices.
Tenant inducements
Incentives such as cash, rent-free periods and
move-in allowances may be provided to lessees who
enter into a lease. The incentives are written off on
a straight-line basis over the term of the lease as a
reduction of rental revenue.
Early termination of leases
When the Group receives rent loss payments from
a tenant for the early termination of a lease, it is
reflected in the accounting period in which the rent
loss payment occurred.
Expected credit loss (“ECL”)
The Group recognises a loss allowance for expected
credit losses on trade receivables and other
financial assets. The amount of ECL is updated at
each reporting date to reflect changes in credit risk
since initial recognition of the respective financial
instrument. Loss allowances for trade receivables
(including lease receivables) are always measured
at an amount equal to lifetime ECLs. Lifetime ECLs are
the ECLs that result from all possible default events
over the expected life of a financial instrument.
When determining whether the credit risk of a
financial asset has increased significantly since initial
recognition and when estimating ECLs, the Group
considers reasonable and supportable information
that is relevant and available without undue cost or
effort. This includes both quantitative and qualitative
information and analysis, based on the Group’s
historical experience and informed credit assessment,
that includes forward-looking information.
The Group assumes that the credit risk on a financial
asset has increased significantly if it is more than 30
days past due.
NOTES TO CONSOLIDATED
(continued)
FINANCIAL STATEMENTS
194
I-RES
Annual Report and Accounts 2023
2.
Material Accounting Policies
(continued)
h) IFRS 16, Leases
(continued)
Expected credit loss (“ECL”)
(continued)
For individual residential customers, the Group has a
policy of writing off the gross carrying amount when
the financial asset is 30 days past due based on
historical experience of recoveries of similar assets.
For individual commercial customers, the Group has
a policy of writing off the gross carrying amount when
the financial asset is 60 days past due based on
historical experience of recoveries of similar assets.
i)
IFRS 15, Revenue from Contracts with Customers
(“IFRS 15”)
I-RES retains substantially all of the risks and benefits
of ownership of its investment properties and
therefore accounts for leases with its tenants as
operating leases. Rent represents lease revenue
earned from the conveyance of the right to use the
property, including access to common areas, to a
lessee for an agreed period of time. The contract
also contains a performance obligation that
requires I-RES to maintain the common areas to an
agreed standard. This right of use and performance
obligation is governed by a single rental contract with
the tenant. In accordance with IFRS 16 Leases, I-RES
has evaluated the lease and non-lease components
of its rental revenue and has determined that
common area maintenance services constitute a
single non-lease element, which is accounted for
as one performance obligation under IFRS 15 and is
recognised separately to Rental Income as revenue
under IFRS 15.
Rental revenue includes amounts earned from tenants
under the rental contract which are allocated to the
lease and non-lease components based on relative
stand-alone selling prices. The stand-alone selling
prices of the lease components are determined using
an adjusted market assessment approach and the
stand-alone selling prices of the service components
are determined using the input method based on
the expected costs plus an estimated market-based
margin for similar services.
Rental income from the operating lease component
is recognised on a straight-line basis over the lease
term in accordance with IFRS 16 Leases. When I-RES
provides incentives to its tenants, the cost of such
incentives is recognised over the lease term, on a
straight-line basis, as a reduction of revenue.
Revenue from maintenance services represents the
service component of the REIT’s rental contracts and
is accounted for in accordance with IFRS 15. These
services consist primarily of the recovery of utilities,
property and other common area maintenance and
amenity costs where I-RES has determined it is acting
as a principal.
These services constitute a single non-lease
component, which is accounted for as one
performance obligation under IFRS 15 as the
individual activities that comprise these services
are not distinct in the context of the contract.
The individual activities undertaken to meet the
performance obligation may vary from time to
time but cumulatively the activities undertaken
to meet the performance obligation are relatively
consistent over time. The tenant simultaneously
receives and consumes the benefits provided under
the performance obligation as I-RES performs the
obligation and consequently revenue is recognised
over time, typically on a monthly basis, as the
services are provided.
j)
Operating segments
The Group operates and is managed as one
business segment, namely property investment,
with all investment properties located in Ireland.
The operating segment is reported in a manner
consistent with the internal reporting provided to
the chief operating decision-maker, which has been
identified as the I-RES Board.
k)
Statement of cash flows
Cash and cash equivalents consist of cash on hand
and balances with banks. Investing and financing
activities that do not require the use of cash or cash
equivalents are excluded from the consolidated
statement of cash flows and are disclosed separately
in the notes to the consolidated financial statements.
Interest paid is classified as financing activities.
l)
Income taxes
Current tax
Current tax comprises the expected tax payable or
receivable on the taxable income or loss for the year
and any adjustment to the tax payable or receivable
in respect of previous years. The amount of current
tax payable or receivable is the best estimate of the
tax amount expected to be paid or received that
reflects uncertainty related to income taxes, if any. It
is measured using tax rates enacted or substantively
enacted at the reporting date. Current tax also
includes any tax arising from dividends.
NOTES TO CONSOLIDATED
(continued)
FINANCIAL STATEMENTS
2.
Material Accounting Policies
(continued)
l)
Income taxes
(continued)
Current tax
(continued)
Current tax assets and liabilities are offset only if
certain criteria are met.
I-RES elected for REIT status on 31 March 2014. As
a result, from that date I-RES does not pay Irish
corporation tax on the profits and gains from its
qualifying rental business in Ireland, provided it meets
certain conditions.
Corporation tax is payable in the normal way in
respect of income and gains from any residual
business (generally including any property trading
business) not included in the Property Rental
Business. I-RES is liable to pay other taxes such as
VAT, stamp duty, land tax, local property tax and
payroll taxes in the normal way.
Deferred tax
Deferred tax is recognised in respect of temporary
differences between the carrying amounts of assets
and liabilities for financial reporting purposes and the
amounts used for taxation purposes.
The measurement of deferred tax reflects the tax
consequences that would follow the manner in which
the Group expects, at the end of the reporting period,
to recover or settle the carrying amount of its assets
and liabilities. Deferred tax is measured at the tax
rates that are expected to be applied to temporary
differences when they reverse, using tax rates enacted
or substantively enacted at the reporting date.
m) Equity and share issue costs
The equity of I-RES consists of ordinary shares issued.
Shares issued are recorded at the date of issuance.
Direct issue costs in respect of the issue of shares
are accounted for as a deduction from retained
earnings. The excess consideration for shares above
nominal value is recorded as share premium.
n) Net asset value (“NAV”)
The NAV is calculated as the value of the Group’s
assets less the value of its liabilities, measured in
accordance with IFRS and in particular will include the
Group’s property assets at their fair value assessed
independently by valuers.
o) Share-based payments
I-RES has determined that the options and restricted
share units issued to senior executives qualify as
“equity-settled share-based payment transactions”
as per IFRS 2. In addition, any options issued to the
directors and employees also qualify as equity-
settled share-based payment transactions. The fair
value of the options measured on the grant date
will be expensed over the graded vesting term with
a corresponding increase in equity. The fair value
for all options granted is measured using the Black-
Scholes model.
The grant-date fair value of restricted share units
issued to senior employees is generally recognised as
an expense, with a corresponding increase in equity,
over the vesting period of the awards. The fair value
for all restricted share units granted is measured using
a Monte Carlo simulation. The amount recognised
as an expense is adjusted to reflect the number of
awards for which the related service and non-market
performance conditions are expected to be met, such
that the amount ultimately recognised is based on the
number of awards that meet the related service and
non-market performance conditions at the vesting
date. For share-based payment awards with non-
vesting conditions, the grant-date fair value of the
share-based payment is measured to reflect such
conditions and there is no true-up for differences
between expected and actual outcomes.
p) Property taxes
Property taxes are paid annually and recognised as
an expense evenly throughout the year.
q) Security deposits
Security deposits are amounts received from tenants
at the beginning of a tenancy. When a tenant is no
longer in occupancy, the Group will assess whether
there was damage to the property above normal
wear and tear for which deductions may be made
to their deposit. Once the inspections and repairs are
calculated, the remaining security deposit is returned
to the tenant.
Strategic Report
8
Governance
92
Financial Statements
Supplementary Information
248
195
NOTES TO CONSOLIDATED
(continued)
FINANCIAL STATEMENTS
196
I-RES
Annual Report and Accounts 2023
2.
Material Accounting Policies
(continued)
r)
Pension
The Company operates a defined contribution
plan for its employees. A defined contribution plan
is a pension plan under which a company pays
fixed contributions into a separate entity. Once the
contributions have been paid, the Company has no
further obligations. The contributions are recognised
as an expense when they are due. The amounts
that are not paid are shown as accruals in the
consolidated statement of financial position. The
assets of the plan are held separately from those of
the Company in an independently administered fund.
s)
Assets held for sale
Non-current assets are classified as held-for-sale if
it is highly probable that the assets will be recovered
primarily through sale rather than through continuing
use.
Such assets are generally measured at the lower of
their carrying amount and fair value less costs to sell.
Impairment losses on initial calculation as held-for-sale
and subsequent gains or losses on remeasurement are
recognised in the consolidated statement of profit or
loss and other comprehensive income.
t)
Impact expected from new
or amended standards
The following standards and amendments are under
review and are not expected to have a significant
impact on reported results or disclosures of the
Group. They were not effective at the financial
year end 31 December 2023 and have not been
applied in preparing these consolidated financial
statements. The Group will apply the new standards
from the effective date. The potential impact of these
standards on the Group is under review.
Classification of Liabilities as Current or Non-current
(amendment to IAS 1)
Effective Date 1 January 2024
Lease Liability in a Sale and Leaseback
(amendment to IFRS 16)
Effective Date 1 January 2024
Supplier Finance Arrangements
(amendments to IAS 7 and IFRS 7
Effective Date 1 January 2024
ESRS S1 General Requirements for Disclosure of
Sustainability-related Financial Information &
ESRS S2 Climate-related Disclosures
Effective Date 1 January 2024
3.
Critical Accounting Estimates,
Assumptions and Judgements
The preparation of the consolidated financial
statements in accordance with IFRS requires the
use of estimates, assumptions and judgements
that in some cases relate to matters that are
inherently uncertain and which affect the amounts
reported in the consolidated financial statements
and accompanying notes. Areas of such estimation
include, but are not limited to, valuation of investment
properties and valuation of financial instruments.
Changes to estimates and assumptions may affect
the reported amounts of assets and liabilities and the
disclosure of contingent assets and liabilities at the
date of the consolidated financial statements, as well
as the reported amounts of revenue and expenses
during the reporting period. Actual results could differ
from those estimates under different assumptions
and conditions.
The valuation estimate of investment properties is
deemed to be significant. See note 20(a) and note 5
for a detailed discussion of valuation methods and
the significant assumptions and estimates used.
NOTES TO CONSOLIDATED
(continued)
FINANCIAL STATEMENTS
Strategic Report
8
Governance
92
Financial Statements
Supplementary Information
248
197
4.
Recent Investment Property Acquisitions, Developments and Disposals
For the year 1 January 2023 to 31 December 2023
Disposals
   
Name
Other Land
Unit Count
Region
Net proceeds
 
and Property
   
from disposal
       
€’000
Rockbrook Site
Development site
South Dublin
14,596
Bakers Yard
 
6
City Centre
1,444
Tara View
 
4
South Dublin
4,077
Hansfield Wood/
       
Pipers Court
 
194
West Dublin
68,555
Total
 
204
 
88,672
For the year 1 January 2022 to 31 December 2022
Investment property acquisitions
   
Property
Acquisition Date
Unit Count
Region
Total Acquisition
       
Costs
       
€’000
Ashbrook
January/May 2022
(1)
108
North Dublin
42,604
Tara View
August 2022
69
South Dublin
48,043
Total
 
177
 
90,647
(1)
86 units were acquired in January 2022, a further 22 units were acquired in May 2022.
Completed development
   
Property
Unit Count
Region
Total Costs
Total
     
Spent in 2022
Development
       
Cost spent
       
to date
     
€’000
€’000
School Yard
61
City Centre
4,632
19,091
(1)
(1)
Total development costs exclude costs spent prior to the construction phase and any unrealised fair value movement
recognised as part of the bi-annual valuation process.
Disposals
   
Name
Unit Count
Region
Net proceeds
     
from disposals
     
€’000
Hampton Wood
128
North Dublin
53,901
Tara View
1
South Dublin
1,031
Total
129
 
54,932
NOTES TO CONSOLIDATED
(continued)
FINANCIAL STATEMENTS
198
I-RES
Annual Report and Accounts 2023
5.
Investment Properties
Valuation basis
Investment properties are carried at fair value, which
is the amount at which the individual properties could
be sold in an orderly transaction between market
participants at the measurement date, considering
the highest and best use of the asset, with any gain
or loss arising from a change in fair value recognised
through profit or loss in the consolidated statement
of profit or loss and other comprehensive income for
the year.
The Group uses Savills and CBRE as external
independent valuers. The Group’s investment
property is rotated between these valuers on a
periodic basis. The valuers fair valued all of the
Group’s investment properties as at 31 December
2023. The valuers employ qualified valuation
professionals who have recent experience in the
location and category of the respective properties.
Valuations are prepared on a bi-annual basis at the
interim reporting date and the annual reporting date.
The information provided to the valuers and the
assumptions, valuation methodologies and models
used by the valuers, are reviewed by management.
The valuers meet with the Audit Committee and
discuss directly the valuation results as at 30 June
and 31 December. The Board determines the Group’s
valuation policies and procedures for property
valuations. The Board decides which independent
valuers to appoint for the external valuation of the
Group’s properties. Selection criteria include market
knowledge, reputation, independence and whether
professional standards are maintained.
Investment property producing income
For investment property producing income, the
income approach/yield methodology involves
applying market-derived yields to current and
projected future income streams. These yields and
future income streams are derived from comparable
property transactions and are considered to be
the key inputs in the valuation. Other factors that
are taken into account include the tenure of the
lease, tenancy details and planning, building and
environmental factors that might affect the property.
Investment property under development
In the case of investment property under
development, the approach applied is the “residual
method” of valuation, which is the valuation method
as described above with a deduction for the costs
necessary to complete the development together
with an allowance for the remaining risk. At 31
December 2023, all investment property under
development was completed and included in
investment property producing income.
During the year ended 31 December 2023, the
Company incurred development costs of €Nil
(31 December 2022: €4.6 million) relating to the
properties under development.
Development land
In the case of development land, the approach
applied is the comparable sales approach, which
considers recent sales activity for similar land
parcels in the same or similar markets. Land
values are estimated using either a per acre or per
buildable square foot basis based on highest and
best use. Such values are applied to the Group’s
properties after adjusting for factors specific to
the site, including its location, zoning, servicing and
configuration.
Information about fair value measurements using
unobservable inputs (Level 3)
At 31 December 2023, the Group considers that all of
its investment properties fall within Level 3 fair value
as defined by IFRS 13. As outlined in IFRS 13, a Level 3
fair value recognises that the significant inputs and
considerations made in determining the fair value
of property investments cannot be derived from
publicly available data, as the valuation methodology
in respect of a property also has to rely on a number
of unobservable inputs including technical reports,
legal data, building costs, rental analysis (including
rent moratorium), professional opinion on profile, lot
size, layout and presentation of accommodation. In
addition, the valuers utilise proprietary databases
maintained in respect of properties similar to the
assets being valued.
The Group tests the reasonableness of all
significant unobservable inputs, including yields and
stabilised net rental income (“Stabilised NRI”) used
in the valuation and reviews the results with the
independent valuers for all valuations. The Stabilised
NRI represents cash flows from property revenue
less property operating expenses, adjusted for
market-based assumptions such as market rents,
short term and long term vacancy rates, bad debts,
management fees and repairs and maintenance.
These cashflows are estimates for current and
projected future income streams.
NOTES TO CONSOLIDATED
(continued)
FINANCIAL STATEMENTS
Strategic Report
8
Governance
92
Financial Statements
Supplementary Information
248
199
5.
Investment Properties
(continued)
Sensitivity analysis
Stabilised NRI and “Equivalent Yields” are key inputs in
the valuation model used.
Equivalent Yield is the rate of return on a property
investment based on current and projected future
income streams that such property investment will
generate. This is derived by the external valuers and
is used to set the term and reversionary yields.
For example, completed properties are valued mainly
using a term and reversion model. For the existing
rental contract or term, estimated Stabilised NRI is
based on the expected rents from residents over
the period to the next lease break option or expiry.
After this period, the reversion, estimated Stabilised
NRI is based on expectations from current market
conditions. Thus, a decrease in the estimated
Stabilised NRI will decrease the fair value and an
increase in the estimated Stabilised NRI will increase
the fair value.
The Equivalent Yields magnify the effect of a
change in Stabilised NRI, with a lower yield resulting
in a greater effect on the fair value of investment
properties than a higher Equivalent Yield.
For investment properties producing income and
investment properties under development, an
increase of 1% in the Equivalent Yield would have the
impact of a €193.6 million reduction in fair value while
a decrease of 1% in the Equivalent Yield would result
in a fair value increase of €279.3 million. An increase
between 1% - 4% in Stabilised NRI would result in a
fair value increase from €12.7 million to €50.7 million
respectively in fair value, while a decrease between
1% - 4% in Stabilised NRI would have the impact
ranging from €12.7 million to €50.7 million reduction
respectively. I-RES believes that this range of change
in Stabilised NRI is a reasonable estimate in the next
twelve months based on expected changes in net
rental income.
The direct operating expenses recognised in the
consolidated statement of profit or loss and other
comprehensive income for the Group is €19.9 million
for the year ended 31 December 2023 (31 December
2022: €19.1 million), arising from investment property
that generated rental income during the period.
The direct operating expenses are comprised of
the following significant categories: property taxes,
utilities, repairs and maintenance, wages, insurance,
service charges and IT costs.
The direct operating expenses recognised in the
consolidated statement of profit or loss and other
comprehensive income arising from investment
property that did not generate rental income for the
year ended 31 December 2023 and 31 December 2022
was not material.
An investment property is comprised of various
components, including undeveloped land and
vacant residential and commercial units; no direct
operating costs were specifically allocated to the
components noted above.
NOTES TO CONSOLIDATED
(continued)
FINANCIAL STATEMENTS
200
I-RES
Annual Report and Accounts 2023
5.
Investment Properties
(continued)
Quantitative information
A summary of the Equivalent Yields and ranges along with the fair value of the total portfolio of the Group as at
31 December 2023 is presented below:
As at 31 December 2023
Type of Interest
Fair
WA Stabilised
Rate Type
(2)
Max.
Min.
Weighted
 
Value
NRI
(1)
     
Average
   
€’000
       
 
€’000
         
Income properties
1,268,550
3,183
Equivalent Yield
6.27%
4.50%
5.58%
Development land
(3)
5,810
n/a
Market Comparable
€106.8
€46.5
€92.3
     
(per sq ft.)
     
Total investment properties
1,274,360
         
(1)
WA Stabilised NRI is the NRI of each property weighted by its fair value over the total fair value of the investment properties (“WA NRI”).
The WA Stabilised NRI is an input to determine the fair value of the investment properties.
(2) The Equivalent Yield disclosed above is provided by the external valuers.
(3) Development land is fair valued based on the value of the undeveloped site per square foot or per unit of planning permission.
As at 31 December 2022
Type of Interest
Fair
WA Stabilised
Rate Type
(2)
Max.
Min.
Weighted
 
Value
NRI
(1)
     
Average
   
€’000
       
 
€’000
         
Income properties
1,477,168
2,906
Equivalent Yield
5.75%
4.00%
4.80%
Development land
(3)
21,830
n/a
Market Comparable
€123.4
€30.1
€117.5
     
(per sq ft.)
     
Total investment properties
1,498,998
         
(1)
WA Stabilised NRI is the NRI of each property weighted by its fair value over the total fair value of the investment properties (“WA NRI”).
The NRI is input to determine the fair value of the investment properties.
(2) The Equivalent Yield disclosed above is provided by the external valuers.
(3) Development land is fair valued based on the value of the undeveloped site per square foot or per unit of planning permission.
NOTES TO CONSOLIDATED
(continued)
FINANCIAL STATEMENTS
Strategic Report
8
Governance
92
Financial Statements
Supplementary Information
248
201
5.
Investment Properties
(continued)
Quantitative information
(continued)
The following table summarises the changes in the investment properties portfolio during the periods:
Reconciliation of carrying amounts of investment properties
For the year ended 31 December 2023
Income
Properties
Development
Total
 
Properties
Under
Land
 
   
Development
   
 
€’000
€’000
€’000
€’000
Balance at the beginning of the year
1,477,168
21,830
1,498,998
Property capital investments
7,590
7,590
Capitalised leasing costs
(2)
(876)
(876)
Direct leasing costs
(3)
(28)
(28)
Disposal
(74,533)
(15,000)
(89,533)
Unrealised fair value movements
(140,771)
(1,020)
(141,791)
Balance at the end of the year
1,268,550
5,810
1,274,360
For the year ended 31 December 2022
Income
Properties
Development
Total
 
Properties
Under
Land
 
   
Development
   
 
€’000
€’000
€’000
€’000
Balance at the beginning of the year
1,450,635
18,000
24,770
1,493,405
Acquisitions
90,647
90,647
Development expenditures
4,632
4,632
Reclassification
(1)
22,632
(22,632)
Property capital investments
8,769
8,769
Capitalised leasing costs
(2)
(588)
(588)
Direct leasing costs
(3)
(4)
(4)
Disposal
(52,264)
(52,264)
Unrealised fair value movements
(42,659)
(2,940)
(45,599)
Balance at the end of the year
1,477,168
21,830
1,498,998
(1) The development at School Yard was reclassified from properties under development to income properties upon completion in 2022.
(2) Straight-line rent adjustment for commercial leasing.
(3) Includes cash outlays for leasing.
The vast majority of the residential leases are for one year or less.
The carrying value of the Group investment properties of €1,274.4 million at 31 December 2023 (€1,499.0 million
at 31 December 2022) was based on external valuations carried out as at that date. The valuations were
prepared in accordance with the RICS Valuation – Global Standards, 2020 (Red Book) and IFRS 13.
NOTES TO CONSOLIDATED
(continued)
FINANCIAL STATEMENTS
202
I-RES
Annual Report and Accounts 2023
6.
Leases
Leases as lessee (IFRS 16)
The Group has used an incremental borrowing rate of 2.48% to determine the lease liability. Information about
leases for which the Group is a lessee is presented below.
Right-of-use assets
   
For the year ended 31 December 2023
Land and Buildings
 
(€’000)
Balance at the beginning of the period
8,564
Depreciation charge for the year
(506)
Balance at the end of the year (Note 7)
8,058
For the year ended 31 December 2022
Land and Buildings
 
(€’000)
Balance at the beginning of the year
9,070
Depreciation charge for the year
(506)
Balance at the end of the year (Note 7)
8,564
Amounts recognised in profit or loss
For the year ended 31 December 2023, I-RES recognised interest on lease liabilities of €212,000 (31 December
2022: €222,000).
Amounts recognised in statement of cash flows
For the year ended 31 December 2023, I-RES’s total cash outflow for leases was €416,000 (31 December 2022:
€406,000). Refer to note 23 for movements in the lease liability.
Lease as lessor
The Group leases out its investment property consisting of its owned residential and commercial properties as
well as a portion of the leased property. All leases are classified as operating leases from a lessor perspective.
See note 16 for an analysis of the Group’s rental income.
NOTES TO CONSOLIDATED
(continued)
FINANCIAL STATEMENTS
Strategic Report
8
Governance
92
Financial Statements
Supplementary Information
248
203
7.
Property, Plant and Equipment
   
 
Land and
Furniture and
Total
 
Buildings
Fixtures
 
 
(Note 6)
   
 
€’000
€’000
€’000
At cost
     
As at 1 January 2023
10,114
231
10,345
Additions
26
26
Disposals
As at 31 December 2023
10,114
257
10,371
Accumulated depreciation
     
As at 1 January 2023
(1,550)
(77)
(1,627)
Charge for the year
(506)
(30)
(536)
Disposals
As at 31 December 2023
(2,056)
(107)
(2,163)
As at 31 December 2023
8,058
150
8,208
   
 
Land and
Furniture and
Total
 
Buildings
Fixtures
 
 
(Note 6)
   
 
€’000
€’000
€’000
At cost
     
As at 1 January 2022
10,114
228
10,342
Additions
44
44
Disposals
(41)
(41)
As at 31 December 2022
10,114
231
10,345
Accumulated depreciation
     
As at 1 January 2022
(1,044)
(86)
(1,130)
Charge for the year
(506)
(30)
(536)
Disposals
39
39
As at 31 December 2022
(1,550)
(77)
(1,627)
As at 31 December 2022
8,564
154
8,718
8.
Other Current Assets
   
As at
31 December
31 December
 
2023
2022
 
€’000
€’000
Other Current Assets
   
Prepayments
(1)
2,887
2,429
Deposits on acquisitions
(2)
2,459
2,462
Trade receivables
966
1,406
Total
6,312
6,297
(1) Includes prepaid costs such as OMC service charges, insurance and costs associated with ongoing transactions.
(2) Deposit paid for Ashbrook Phase 2.
NOTES TO CONSOLIDATED
(continued)
FINANCIAL STATEMENTS
204
I-RES
Annual Report and Accounts 2023
9.
Accounts Payable and Accrued Liabilities
   
As at
31 December
31 December
 
2023
2022
 
€’000
€’000
Accounts Payable and Accrued Liabilities
(1)
   
Rent - early payments
3,722
3,271
Trade creditors
800
689
Accruals
(2)
10,732
8,745
Value Added Tax
421
92
Total
15,675
12,797
(1) The carrying value of all accounts payable and accrued liabilities approximates their fair value.
(2) Includes property related accruals, development accruals and professional fee accruals,
10. Bank indebtedness
   
As at
31 December
31 December
 
2023
2022
 
€’000
€’000
Bank Indebtedness
   
Loan drawn down
373,020
457,020
Deferred loan costs
(1,665)
(3,282)
Total
371,355
453,738
The Revolving Credit Facility of €600 million is secured by a floating charge over assets of the Company, IRES
Residential Properties Limited and a fixed charge over the shares held by the Company in its subsidiaries, IRES
Residential Properties Limited and IRES Fund Management Limited, on a pari passu basis. This facility is being
provided by Barclays Bank Ireland PLC, The Governor and Company of the Bank of Ireland, Allied Irish Banks, p.l.c.
and HSBC Continental Europe.
The interest on the RCF is set at the annual rate of 1.75%, plus the one-month or three-month EURIBOR rate
(at the option of I-RES). There are commitment fees charged on the undrawn loan amount of the RCF. The
effective interest rate for the RCF was 4.46% (2022: 2.67%). On 14 December 2022, I-RES entered into hedging
arrangements to fix the interest cost on €275m of the RCF. See further details in note 19.
On 11 February 2022, the Company exercised an option for an extension with all five banks (Ulster Bank Ireland
DAC, The Governor and Company of the Bank of Ireland, Allied Irish Banks, p.l.c., Barclays Bank Ireland PLC and
HSBC Continental Europe) for the entire €600 million facility with a new maturity date of 18 April 2026. On 22
December 2023, the Company served a notice of cancellation per the agreement to reduce the facility by
€100m with effect from 4 January 2024, thus reducing the overall facility to €500m.
The financial covenants in relation to the RCF principally relate to Loan to Value and Interest Cover Ratio. I-RES
has complied with all its debt financial covenants to which it was subject during the period. Gross Loan to
Value has remained below the required 50% at 44.9%. In November 2023, the Company agreed with the RCF
syndicate and Private Placement Noteholders to amend the current Interest Cover covenant from 200% to 175%
until maturity of the RCF in April 2026. Interest Cover has remained above the requirement of 175% at 228% for
the year ended 31 December 2023.
NOTES TO CONSOLIDATED
(continued)
FINANCIAL STATEMENTS
Strategic Report
8
Governance
92
Financial Statements
Supplementary Information
248
205
11.
Private Placement Notes
On 11 March 2020, I-RES successfully closed the issue of €130 million notes and IRES Residential Properties
Limited, its subsidiary, closed the issue of USD $75 million notes on a private placement basis (collectively, the
“Notes”). The Notes have a weighted average fixed interest rate of 1.92% inclusive of a USD/Euro swap and an
effective interest rate of 2.07%. Interest is paid semi-annually on 10 March and 10 September.
The Notes have been placed in four tranches:
   
As at
Maturity
Contractual
Derivative
31 December
31 December
   
interest rate
Rates
2023
2022
       
€’000
€’000
EUR Series A Senior Secured Notes
10 March 2030
1.83%
n/a
90,000
90,000
EUR Series B Senior Secured Notes
10 March 2032
1.98%
n/a
40,000
40,000
USD Series A Senior Secured Notes
10 March 2027
3.44%
1.87%
45,261
(1)
46,738
(1)
USD Series B Senior Secured Notes
10 March 2030
3.63%
2.25%
22,631
(2)
23,369
(2)
       
197,892
200,107
Deferred financing costs, net
     
(1,767)
(1,870)
Total
     
196,125
198,237
(1) The principal amount of the USD Series A Senior Secured Notes is USD $50 million.
(2) The principal amount of the USD Series B Senior Secured Notes is USD $25 million.
The Notes are secured by a floating charge over the assets of the Group and a fixed charge over the shares
held by the Company in IRES Residential Properties Limited on a pari passu basis.
The financial covenants in place in relation to the Private Placement Notes are aligned with the RCF. See note
10 for further details. In the event that the interest cover ratio falls below 200% but above 175%, a coupon bump
of 0.75% will apply against the principal of the outstanding notes. This would remain in place until the interest
cover was brought above 200%.
12. Business Combinations
On 29 January 2022, the Company and CAPREIT entered into binding legal agreements pursuant to which the
Company exercised its right under the Investment Management Agreement and purchased 100% of the issued
shares of IRES Fund Management Limited (“the Investment Manager”) on a liability free (other than liabilities
in the ordinary course of business)/cash free basis for €1, effective from 31 January 2022 (“Completion”). The
acquisition was deemed to be in the best interests of I-RES to internalise its management.
NOTES TO CONSOLIDATED
(continued)
FINANCIAL STATEMENTS
206
I-RES
Annual Report and Accounts 2023
12. Business Combinations
(continued)
As at 31 January 2022
Total
 
€’000
Current Assets
 
Prepaid expenses
8
Other receivables
1,044
Cash and cash equivalents
2,459
 
3,511
Current Liabilities
 
Accounts payable and accrued liabilities
(1,947)
Other payables
(198)
 
(2,145)
Identifiable Net Assets acquired
1,366
Total Consideration
1,366
Satisfied by
Total
 
€’000
Cash paid on acquisition
1,131
Cash paid on completion
235
Total Consideration
1,366
No goodwill is attributed to the transaction as the total consideration equates to the identifiable net assets of
the acquired entity. Additionally, no intangible assets have been identified.
No contingent liabilities were recognised on the acquisition completed during the period. The gross contractual
value of other receivables as at the date of acquisition equates to its fair value.
The acquisition costs associated with the transaction are included in the non-recurring costs recorded in 2022.
The effect on the profit and loss of the Group post acquisition or as if the acquisition had taken place for the full
period in 2022 is not practical to disclose given the relationship and current and historic transactions between the
two entities. The effect on revenue for the Group post acquisition or as if the acquisition had taken place for the
full period is nil given that the revenue recorded by IRES Fund Management Limited is directly related to I-RES. Post
completion of the acquisition, I-RES no longer incurs an external Property Management and Asset Management
Fee. These costs were historically paid to IRES Fund Management Limited, the entity acquired and therefore the
profit or loss of IRES Fund Management is materially affected by transactions with the acquirer, I-RES.
13. Share-based Compensation
a) Options
Options are issuable pursuant to I-RES’ share-based compensation plan, namely, the long-term incentive
plan (“LTIP”). For details on options granted under the LTIP, please refer to the statutory financial statements
prepared for the year ended 31 December 2022 and 31 December 2021. As at 31 December 2023, the maximum
number of additional options, or Restricted Share Units (“RSU”) issuable under the LTIP is 19,786,557 (31 December
2022: 20,594,128).
NOTES TO CONSOLIDATED
(continued)
FINANCIAL STATEMENTS
Strategic Report
8
Governance
92
Financial Statements
Supplementary Information
248
207
13. Share-based Compensation
(continued)
a) Options
LTIP
For the year ended
WA exercise
31 December
31 December
 
price
2023
2022
Share Options outstanding as at 1 January
1.61
4,596,499
4,721,499
Issued, cancelled or granted during the period:
   
Exercised or settled
 
(125,000)
Share Options outstanding as at 31 December
(1)
1.61
4,596,499
4,596,499
(1)
Of the Share Options outstanding above, 4,596,499 were exercisable at 31 December 2023 (31 December 2022: 4,596,499) from 15 November
2024 to 9 July 2026 with a range of exercise price of €1.489 to €1.71.
The fair value of options has been determined as at the grant date using the Black-Scholes model.
b) Restricted Stock Unit Awards
Restricted Stock Units (“RSUs”) were first awarded in the year ended 31 December 2020. Under the Remuneration
Policy, recipients of RSUs are granted a variable number of equity instruments depending on their salary. The
awards are subject to vesting against market and non-market based conditions. A summary of the awards is
set out in the table below. All awards are outstanding at 31 December 2023.
Date of award
Number
EPS Growth
TSR Performance
 
of awards
(% of award)
(% of award)
5 March 2021
335,820
50%
50%
5 August 2021
221,519
50%
50%
23 February 2022
685,402
50%
50%
10 August 2022
57,980
50%
50%
15 March 2023
1,245,172
50%
50%
There is between a 24 month and 61 month holding period post vesting, but this is not subject to measurement
as all conditions terminate on vesting. The LTIP awards are measured as follows:
Market-based condition:
The expected performance of I-RES shares over the vesting period is calculated using
a Monte Carlo simulation. Inputs are share price volatility for I-RES and the average growth rate. These inputs
are calculated with reference to relevant historical data and financial models. It should be recognised that the
assumption of an average growth rate is not a prediction of the actual level of returns that will be achieved.
The volatility assumption in the distribution gives a measure of the range of outcomes that may occur on either
side of this average value. This is used to amortise the fair value of an expected cost over the vesting period.
On vesting, any difference in amounts accrued versus actual is amended through reserves.
Non-market-based conditions:
The fair value of the shares to be issued is determined using the grant date
market price. The expected number of shares is calculated based on the expectations of the number of
shares which may vest at the vesting date and amortised over the vesting period. At each reporting date, the
calculation of the number of shares is revised according to current expectations or performance.
NOTES TO CONSOLIDATED
(continued)
FINANCIAL STATEMENTS
208
I-RES
Annual Report and Accounts 2023
13. Share-based Compensation
(continued)
b) Restricted Stock Unit Awards
(continued)
50% of the awards are subject to an EPS measure and 50% is subject to a Total Shareholder Return (“TSR”)
measure relative to constituents of the FTSE EPRA/NAREIT Europe Developed Index (2021 and 2022 awards) and a
residential sub-sector of this Index for the 2023 awards. Results and inputs are summarised in the table below:
 
2023 RSU Awards
2022 RSU Awards
2021 RSU Awards
Fair value per award (TSR tranche) (per share)
€0.48
€0.70 to €0.75
€0.70 to €0.75
Inputs
     
Three year Risk free interest rate (%)
2.63%
0.04% to 0.87%
(0.69%) to (0.85%)
Three year Historical volatility
24.13%
26.84% to 28.26%
25.68% to 25.80%
Fair value per award (EPS tranche) (per share)
€0.87
€1.24 to €1.36
€1.22 to €1.33
Inputs
     
Two year Risk free interest rate (%)
2.66%
(0.17%) to 0.70%
(0.70%) to (0.79%)
Two year Expected volatility
23.98%
23.42% to 29.08%
22.45% to 29.77%
The expected volatility is based on historic market volatility prior to the issuance.
The total share-based compensation expense relating to options for the year ended 31 December 2023 was
€nil (31 December 2022: €24,000) and total share-based compensation expense relating to restricted stock
unit awards for the year ended 31 December 2023 was €153,000 (31 December 2022: €93,000).
14. Shareholders’ Equity
All equity shares outstanding are fully paid and are voting shares. Equity shares represent a shareholder’s
proportionate undivided beneficial interest in I-RES. No equity share has any preference or priority over
another. No shareholder has or is deemed to have any right of ownership in any of the assets of I-RES. Each
share confers the right to cast one vote at any meeting of shareholders and to participate pro rata in any
distributions by I-RES and, in the event of termination of I-RES, in the net assets of I-RES remaining after
satisfaction of all liabilities. Shares are to be issued in registered form and are transferable.
The number of shares authorised is as follows:
As at
31 December
31 December
 
2023
2022
Authorised Share Capital
1,000,000,000
1,000,000,000
Ordinary shares of €0.10 each
   
The number of issued and outstanding ordinary shares is as follows:
For the year ended
31 December
31 December
 
2023
2022
Ordinary shares outstanding, beginning of period
529,578,946
529,453,946
New shares issued
125,000
Ordinary shares outstanding, end of year
529,578,946
529,578,946
NOTES TO CONSOLIDATED
(continued)
FINANCIAL STATEMENTS
Strategic Report
8
Governance
92
Financial Statements
Supplementary Information
248
209
15. Cash and Cash Equivalents
   
As at
31 December
31 December
 
2023
2022
Cash and cash equivalents
7,864
6,965
Cash and cash equivalents include cash at bank held in current accounts. The management of cash is
discussed in note 20. The Group holds funds in excess of its regulatory minimum capital requirement at
all times.
16. Revenue from Investment Properties
I-RES generates revenue primarily from rental income from investment properties. Rental income represents
lease revenue earned from the conveyance of the right to use the property, including access to common
areas, to a lessee for an agreed period of time. The rental contract also contains an undertaking that
common areas and amenities will be maintained to a certain standard. This right of use of the property
and maintenance performance obligation is governed by a single rental contract with the tenant. I-RES has
evaluated the lease and non-lease components of its rental revenue and has determined that common area
maintenance services constitute a single non-lease element, which is accounted for as one performance
obligation under IFRS 15 and is recognised separately to Rental Income.
   
For the year ended
31 December
31 December
 
2023
2022
 
€’000
€’000
Rental Income
75,004
72,688
Revenue from services
11,001
10,642
Car park income
1,849
1,527
Revenue from contracts with customers
12,850
12,169
Total Revenue
87,854
84,857
17.
General and Administrative Expenses
   
For the year ended
31 December
31 December
 
2023
2022
 
€’000
€’000
General and administrative expenses
11,747
11,406
Total recurring general and administrative expenses
11,747
11,406
Non-recurring costs
939
5,748
Total General and administrative expenses
12,686
17,154
Recurring general and administrative expenses include costs such as director fees, executives’ and employees’
salaries, professional fees for audit, legal and advisory services, depositary fees, property valuation fees,
insurance costs, asset management fee and other general and administrative expenses. The current year
non-recurring costs relate specifically to the ongoing Activist interaction and requisition of an EGM. The prior
year non-recurring costs related to legal, consulting and advisory expenses associated with the termination
of the Investment Management Agreement, Internalisation of the Investment Manager, Transitional Services
Agreement fees to CAPREIT and other one off third-party advisory fees.
NOTES TO CONSOLIDATED
(continued)
FINANCIAL STATEMENTS
210
I-RES
Annual Report and Accounts 2023
18. Financing costs
   
For the year ended
31 December
31 December
 
2023
2022
 
€’000
€’000
Financing costs on RCF
24,252
12,629
Financing costs on private placement debt
5,165
5,293
Foreign exchange (gain)/loss on private placement debt
(2,215)
4,225
Reclassified from OCI
(507)
(5,250)
Gross financing costs
26,695
16,897
Less: Capitalised interest
(94)
Total Financing costs
26,695
16,803
19.
Realised and Unrealised Gains and Losses on Derivative Financial Instruments
Cross-currency swap
On 12 February 2020, I-RES entered into a cross-currency swap to (i) hedge the US-based loan of USD $75 million
into €68.9 million effective 11 March 2020 and (ii) convert the fixed interest rate on the US-based loan to a fixed
Euro interest rate, maturing on 10 March 2027 and 10 March 2030 (see note 11 for derivative fixed rates). This hedging
agreement is accounted for as a cashflow hedge in accordance with the requirements of IFRS 9. Hedges are
measured for effectiveness at each reporting date with the effective portion being recognised in equity in the
hedging reserve and the ineffective portion being recognised through profit or loss within financing costs.
For the year ended 31 December 2023, the ineffective portion that has been recorded in the consolidated
statement of profit or loss and other comprehensive income was a gain of €86,000 (31 December 2022: gain
of €35,000). The fair value of the effective portion of €3,035,000 (31 December 2022: €7,310,000) was included
in the cash flow hedge reserve along with a gain on hedging of €362,000 (31 December 2022: gain on hedging
of €144,000). The fair value of the cash flow hedge was an asset of €969,000 and a liability of €1,594,000 at 31
December 2023 (31 December 2022: asset of €3,042,000 and liability of €nil).
Interest rate swap
On 14 December 2022, I-RES entered into hedging arrangements in respect of its RCF, specifically interest rate swap
agreements aggregating to €275 million until maturity of the facility, converting this portion of the facility into a
fixed interest rate of 2.5% plus margin of 1.75%. For the year ended 31 December 2023, the fair value of the effective
portion of €3,125,000 (31 December 2022: €4,065,000) has been recorded in the consolidated statement of profit or
loss and other comprehensive income. The fair value of the interest rate swaps was an asset of €1,910,000 and a
liability of €2,073,000 at 31 December 2023 (31 December 2022: asset of €4,772,000 and liability of €9,000).
20. Financial Instruments, Investment Properties and Risk Management
a)
Fair Value of Financial Instruments and Investment Properties
The Group classifies and discloses the fair value for each class of financial instrument based on the fair
value hierarchy in accordance with IFRS 13. The fair value hierarchy distinguishes between market value data
obtained from independent sources and the Group’s own assumptions about market value. The hierarchy
levels are defined below:
Level 1 - Inputs based on quoted prices in active markets for identical assets or liabilities;
Level 2 - Inputs based on factors other than quoted prices included in Level 1 and may include quoted prices
for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability
(other than quoted prices), such as interest rates and yield curves that are observable at commonly quoted
intervals; and
Level 3 - Inputs which are unobservable for the asset or liability and are typically based on the Group’s own
assumptions as there is little, if any, related market activity.
NOTES TO CONSOLIDATED
(continued)
FINANCIAL STATEMENTS
Strategic Report
8
Governance
92
Financial Statements
Supplementary Information
248
211
20. Financial Instruments, Investment Properties and Risk Management
(continued)
a)
Fair Value of Financial Instruments and Investment Properties
(continued)
The Group’s assessment of the significance of a particular input to the fair value measurement in its entirety
requires judgement and considers factors specific to the asset or liability.
The following table presents the Group’s estimates of fair value on a recurring basis based on information
available as at 31 December 2023, aggregated by the level in the fair value hierarchy within which those
measurements fall.
As at 31 December 2023, the fair value of the Group’s private placement debt is estimated to be €168.4 million
(31 December 2022: €158.2 million) due to changes in interest rates since the private placement debt was
issued and the impact of the passage of time on the fixed rate of the private placement debt. The fair value of
the private placement debt is based on discounted future cash flows using rates that reflect current rates for
similar financial instruments with similar duration, terms and conditions, which are considered Level 2 inputs.
The private placement debt is recorded at amortised cost of €196.1 million (31 December 2022: €198.2 million).
As at 31 December 2023, the fair value of the Group’s RCF is estimated to be €373.4 million (31 December 2022:
€453.7 million). The fair value is based on the margin rate and EURIBOR forward curve at the reporting date. The
RCF is recorded at amortised cost of €371.3 million at 31 December 2023 (31 December 2022: €453.7 million).
As at 31 December 2023
Level 1
Level 2
Level 3
Total
 
Quoted prices in active
Significant other
Significant
 
 
markets for identical
observable
unobservable
 
 
assets and liabilities
inputs
inputs
(1)
 
 
€’000
€’000
€’000
€’000
Recurring Measurements – Assets
       
Investment properties
1,274,360
1,274,360
Derivative financial instruments
2,879
2,879
 
2,879
1,274,360
1,277,239
Recurring Measurements – Liability
       
Derivative financial instruments
(2)(3)
(3,667)
(3,667)
Total
(788)
1,274,360
1,273,572
As at 31 December 2022
Level 1
Level 2
Level 3
Total
 
Quoted prices in active
Significant other
Significant
 
 
markets for identical
observable
unobservable
 
 
assets and liabilities
inputs
inputs
(1)
 
 
€’000
€’000
€’000
€’000
Recurring Measurements – Assets
       
Investment properties
1,498,998
1,498,998
Derivative financial instruments
7,814
7,814
 
7,814
1,498,998
1,506,812
Recurring Measurements – Liability
       
Derivative financial instruments
(2)(3)
(9)
(9)
Total
7,805
1,498,998
1,506,803
(1) See note 5 for detailed information on the valuation methodologies and fair value reconciliation.
(2)
The valuation of the interest rate swap instrument is determined using widely accepted valuation techniques including discounted cash flow
analysis on the expected cash flows of the derivatives. The fair value is determined using the market-standard methodology of netting the
discounted future fixed cash payments and the discounted variable cash receipts of the derivatives. The variable cash receipts are based on an
expectation of future interest rates (forward curves) derived from observable market interest rates. If the total mark-to-market value is positive,
I-RES will include a current value adjustment to reflect the credit risk of the counterparty and if the total mark-to-market value is negative, I-RES
will include a current value adjustment to reflect I-RES’ own credit risk in the fair value measurement of the interest rate swap agreements.
(3)
The cross-currency swaps are valued by constructing the cash flows of each side and then discounting them back to the present using
appropriate discount factors, including consideration of credit risk, in those currencies. The cash flows of the more liquid quoted currency
pair will be discounted using standard discount factors, while the cash flows of the less liquid currency pair will be discounted using cross-
currency basis-adjusted discount factors. Following discounting, the spot rate will be used to convert the present value amount of the non-
valuation currency into the valuation currency.
NOTES TO CONSOLIDATED
(continued)
FINANCIAL STATEMENTS
212
I-RES
Annual Report and Accounts 2023
20. Financial Instruments, Investment Properties and Risk Management
(continued)
b) Risk Management
The main risks arising from the Group’s financial instruments are market risk, interest rate risk, liquidity risk and
credit risk. The Group’s approach to managing these risks is summarised as follows:
Market risk
Market risk is the risk that the fair value or cash flows of a financial instrument will fluctuate due to changes in
market prices. Market risk reflects interest rate risk, currency risk and other price risks.
The Group’s financial assets currently comprise short-term bank deposits, trade receivables, deposits on
acquisition and derivatives.
Short-term bank deposits are held while awaiting suitable investment properties for investment. These are
denominated in Euro. Therefore, exposure to market risk in relation to these is limited to interest rate risk.
The Group also has private placement notes that are denoted in USD. The Group’s risk management strategy
is to mitigate foreign exchange variability to the extent that it is practicable and cost effective to do so. The
Group utilises cross currency swaps to hedge the foreign exchange risk associated with the Group’s existing,
fixed foreign-currency denominated borrowings. The use of cross-currency interest rate swaps is consistent
with the Group’s risk management strategy to effectively eliminate variability in the Group’s functional currency
equivalent cash flows on a portion of its borrowings due to variability in the USD-EUR exchange rate. The
hedges protect the Group against adverse variability in foreign exchange rates and the effective portion is
recognised in equity in the hedging reserve, with the ineffective portion being recognised through profit or loss
within financing costs.
Derivatives designated as hedges against foreign exchange risks are accounted for as cash flow hedges.
Hedges are measured for effectiveness at each accounting date and the accounting treatment of changes
in fair value revised accordingly. Specifically, the Company is hedging (1) the foreign exchange risk on the USD
interest payments and (2) the foreign exchange risk on the USD principal repayment of the USD borrowings at
maturity. This hedging relationship qualifies for foreign currency cash flow hedge accounting.
On 12 February 2020, I-RES entered into cross-currency swaps to (i) exchange the USD loan of USD $75 million
into €68.9 million effective 11 March 2020 and (ii) convert the fixed interest rate on the USD loan to a fixed Euro
interest rate, maturing on 10 March 2027 and 10 March 2030.
At the inception of the hedging relationship the Company has identified the following potential sources of
hedge ineffectiveness:
1.
Movements in the Company’s and hedging counterparty’s credit spread that would result in movements
in fair value of the hedging instrument that would not be reflected in the movements in the value of the
hedged transactions.
2.
The possibility of changes to the critical terms (e.g. reset dates, index mismatches, payment dates) of the
hedged transaction due to a refinancing or debt renegotiation such that they no longer match those of
the hedging instrument. The Company would reflect such mismatch when modelling the hypothetical
derivative and this could be a potential source of hedge ineffectiveness.
Whilst sources of ineffectiveness do exist in the hedging relationship, the Company expects changes in value
of both the hedging instrument and the hedged transaction to offset and systematically move in opposite
directions given that the critical terms of the hedging instrument and the hedged transactions are closely
aligned at inception as described above. Therefore, the Company has qualitatively concluded that there is an
economic relationship between the hedging instrument and the hedged transaction in accordance with IFRS 9.
NOTES TO CONSOLIDATED
(continued)
FINANCIAL STATEMENTS
Strategic Report
8
Governance
92
Financial Statements
Supplementary Information
248
213
20. Financial Instruments, Investment Properties and Risk Management
(continued)
b) Risk Management
(continued)
Cash flow hedges
At 31 December 2023, the Group held the following instruments to hedge exposures to changes in foreign
currency and interest rates:
As at
31 December
31 December
31 December
31 December
 
2023
2026
2027
2030
Cross Currency Swaps
       
Net exposure (€’000)
68,852
68,852
22,951
Average fixed interest rate
2.00%
2.00%
2.25%
Interest Rate Swaps
       
Net exposure (€’000)
15,469
Average fixed interest rate
2.50%
The amounts at the reporting date relating to items designated as hedged items were as follows:
As at 31 December 2023
Change in
Cashflow hedge
 
value used for
reserve
 
calculating hedge
 
 
ineffectiveness
 
 
(€’000)
(€’000)
Cross currency swaps
3,035
92
Interest rate swaps
3,125
580
The amounts relating to items designated as hedging instruments and hedge ineffectiveness were as follows:
  
As at 31 December 2023
For the year ended 31 December 2023
 
  
Carrying amount
      
 
Nominal amount
Assets
Liability
Changes in the value
of hedging instrument
recognised in OCI
Hedge ineffectiveness
recognised in profit or
loss
Hedge ineffectiveness
recognised in profit or
loss
Amount reclassed
from hedging reserve
to profit or loss
Line items in profit
or loss affected by
reclassification
 
(€’000)
(€’000)
(€’000)
(€’000)
(€’000)
 
(€’000)
 
Cross Currency
     
Gain on derivative
 
Financing
Swaps
68,852
969
(1,594)
3,035
86
financial instruments
(1,154)
costs
Interest Rate
     
Gain on derivative
 
Financing
Swaps
275,000
1,910
(2,073)
3,125
financial instruments
1,661
costs
NOTES TO CONSOLIDATED
(continued)
FINANCIAL STATEMENTS
214
I-RES
Annual Report and Accounts 2023
20. Financial Instruments, Investment Properties and Risk Management
(continued)
b) Risk Management
(continued)
Cash flow hedges
(continued)
 
As at 31 December 2022
  
For the year ended 31 December 2022
  
 
Carrying amount
      
 
Nominal amount
Assets
Liability
 
Changes in the value
of hedging instrument
recognised in OCI
Hedge ineffectiveness
recognised in profit or
loss
Hedge ineffectiveness
recognised in profit or
loss
Amount reclassed
from hedging reserve
to profit or loss
Line items in profit
or loss affected by
reclassification
 
(€’000)
(€’000)
(€’000)
 
(€’000)
(€’000)
 
(€’000)
 
Cross Currency
      
Gain on derivative
 
Financing
Swaps
68,852
3,042
 
7,310
35
financial instruments
(5,392)
costs
Interest Rate
      
Gain on derivative
 
Financing
Swaps
275,000
4,772
(9)
 
4,065
financial instruments
142
costs
Master netting or similar agreements
The Group enters into derivative transactions under International Swaps and Derivatives Association (ISDA)
master netting agreements. In general, under these agreements the amounts owed by each counterparty on
a single day in respect of all transactions outstanding in the same currency are aggregated into a single net
amount that is payable by one party to the other. In certain circumstances, all outstanding transactions under
the agreement are terminated, the termination value is assessed and only a single net amount is payable in
settlement of all transactions. The ISDA agreements do not meet the criteria for offsetting in the statement
of financial position. This is because the Group does not have any currently legally enforceable right to offset
recognised amounts, because the right to offset is enforceable only on the occurrence of future events.
The following table sets out the carrying amounts of recognised financial instruments that are subject to the
above agreements.
As at 31 December 2023
Note
Gross amounts of
Related financial
Net amount
   
financial instruments
instruments that
 
   
in the statement of
are not offset
 
   
financial position
   
   
(€’000)
(€’000)
(€’000)
Financial assets
       
Derivative financial instruments
19
2,879
2,879
Financial liabilities
       
Derivative financial instruments
19
(3,667)
(3,667)
Managing interest rate benchmark reform and associated risks
The Group does not have any exposures to IBORs on its financial instruments due to IBOR reform as fixed to
fixed rates are used. IBOR reform does not impact the Group’s risk management and hedge accounting. The
Group has EURIBOR on its RCF, which is not impacted by the interest rate benchmark reform.
NOTES TO CONSOLIDATED
(continued)
FINANCIAL STATEMENTS
Strategic Report
8
Governance
92
Financial Statements
Supplementary Information
248
215
20. Financial Instruments, Investment Properties and Risk Management
(continued)
b) Risk Management
(continued)
Interest Rate Risk
With regard to the cost of borrowing I-RES has used and may continue to use hedging, where considered
appropriate, to mitigate interest rate risk.
As at 31 December 2023, I-RES’ RCF was drawn for €373 million. The interest on the RCF is paid at a rate of 1.75%
per annum plus the one-month or three-month EURIBOR rate (at the option of I-RES) or at a floor of zero if
EURIBOR is negative. As previously noted, on 14 December 2022, I-RES entered into interest rate swaps in respect
of its RCF, aggregating to €275 million until maturity of the facility, converting this portion of the facility into a
fixed interest rate of 2.5% plus margin of 1.75%. As of the year end, approximately 83% of the Company’s drawn
debt is now fixed against interest rate volatility. The Company’s private placement debt has a fixed rate of 1.92%.
For the year ended 31 December 2023, a 100-basis point change in 1 month Euribor interest rates across the
period would have had the following effect:
As at 31 December 2023
Change in
Increase/(decrease)
 
interest rates
in net income
 
Basis Points
€’000
EURIBOR rate debt
(1)
+100
(1,597)
EURIBOR rate debt
(1)
-100
1,597
(1)
Based on the fixed margin of 1.75% plus the 1-month EURIBOR during year ended 31 December 2023 and a hedged interest rate of 2.50% for
the period interest rate swaps in place.
As at 31 December 2022
Change in
Increase/(decrease)
 
interest rates
in net income
 
Basis Points
€’000
EURIBOR rate debt
(1)
+100
(4,590)
EURIBOR rate debt
(1)
-100
974
(1)
Based on the fixed margin of 1.75% plus the 1-month EURIBOR rate during year ended 31 December 2022 and a hedged interest rate of 2.50%
for the quantum and period of interest rate swaps in place.
Liquidity risk
Liquidity risk is the risk that the Group may encounter difficulties in accessing capital markets and refinancing
its financial obligations as they come due.
The Group’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient
liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring
unacceptable losses or risking damage to the Group’s reputation. The Group monitors the level of expected
cash inflows on trade and other receivables, together with expected cash outflows on trade and other
payables and capital commitments.
NOTES TO CONSOLIDATED
(continued)
FINANCIAL STATEMENTS
216
I-RES
Annual Report and Accounts 2023
20. Financial Instruments, Investment Properties and Risk Management
(continued)
b) Risk Management
(continued)
The following tables show the Group’s contractual undiscounted maturities for its financial liabilities:
As at 31 December 2023
Total
6 months
6 to 12
1 to 2
2 to 5
More than
   
or less
(1)
months
(1)
years
(1)
years
(1)
5 years
(1)
 
€’000
€’000
€’000
€’000
€’000
€’000
Non-derivative financial liabilities
           
Loan drawn down
373,020
373,020
Bank indebtedness interest
(2)
38,673
9,953
8,400
13,683
6,637
Private placement debt
(3)
197,892
45,261
152,631
Private placement debt interest
28,233
2,409
2,409
4,818
12,120
6,477
Lease liability
10,042
314
314
628
1,883
6,903
Other liabilities
11,532
11,532
Security deposits
7,202
7,202
 
666,594
31,410
11,123
19,129
438,921
166,011
Derivative financial liabilities
           
Foreign currency swap:
           
Outflow
(6,357)
(687)
(683)
(1,374)
(2,837)
(776)
Net inflow
(3)
11,567
1,189
1,189
2,378
5,578
1,233
 
5,210
502
506
1,004
2,741
457
Interest rate swap:
           
Outflow
(4)
(15,470)
(3,438)
(3,438)
(6,875)
(1,719)
Net inflow/(outflow)
15,236
4,931
3,786
5,275
1,244
 
(234)
1,493
348
(1,600)
(475)
(1) Based on carrying value at maturity dates.
(2) Based on current in-place interest rate for the remaining term to maturity.
(3) Based on forward foreign exchange rates as at 31 December 2023.
(4) Based on 1-month EURIBOR forward curve as at 31 December 2023.
As at 31 December 2022
Total
6 months
6 to 12
1 to 2
2 to 5
More than
or less
(1)
months
(1)
years
(1)
years
(1)
5 years
(1)
€’000
€’000
€’000
€’000
€’000
€’000
Non-derivative financial liabilities
Loan drawn down
457,020
457,020
Bank indebtedness interest
(2)
93,463
13,257
15,528
29,749
34,929
Private placement debt
(3)
200,107
46,738
153,369
Private placement debt interest
25,934
1,739
1,739
3,478
10,434
8,544
Lease liability
10,670
314
314
628
1,883
7,531
Other liabilities
9,434
9,434
Security deposits
7,974
7,974
804,602
32,718
17,581
33,855
551,004
169,444
Derivative financial liabilities
Foreign exchange swap:
Outflow
(8,422)
(687)
(687)
(1,374)
(4,122)
(1,552)
Net inflow
(3)
14,472
1,206
1,206
2,412
7,236
2,412
6,050
519
519
1,038
3,114
860
Interest rate swap:
Outflow
(4)
(22,345)
(3,438)
(3,438)
(6,875)
(8,594)
Net inflow
26,633
3,539
4,832
8,307
9,955
4,288
101
1,394
1,432
1,361
(1) Based on carrying value at maturity dates.
(2) Based on current in-place interest rate for the remaining term to maturity.
(3) Based on forward foreign exchange rates as at 31 December 2022.
(4) Based on 1-month EURIBOR forward curve as at 31 December 2022.
NOTES TO CONSOLIDATED
(continued)
FINANCIAL STATEMENTS
Strategic Report
8
Governance
92
Financial Statements
Supplementary Information
248
217
20. Financial Instruments, Investment Properties and Risk Management
(continued)
b) Risk Management
(continued)
The carrying value of bank indebtedness and trade and other payables (other liabilities) approximates
their fair value.
Credit risk
Credit risk is the risk that: (i) counterparties to contractual financial obligations will default; or (ii) the possibility
that the Group’s tenants may experience financial difficulty and be unable to meet their rental obligations.
The Group monitors its risk exposure regarding obligations with counterparties through the regular assessment
of counterparties’ credit positions.
The Group mitigates the risk of credit loss with respect to tenants by evaluating the creditworthiness of new
tenants and obtaining security deposits wherever permitted by legislation.
The Group monitors its collection experience on a monthly basis and ensures that a stringent policy is
adopted to provide for all past due amounts. All residential accounts receivable balances exceeding 30
days are written off to bad debt expense and recognised in the consolidated statement of profit or loss and
other comprehensive income. Subsequent recoveries of amounts previously written off are credited in the
consolidated statement of profit or loss and other comprehensive income. The Group’s allowance for expected
credit loss amounted to a gain of €90,000 for the year ended 31 December 2023 and is recorded as part of
property operating costs in the consolidated statement of profit or loss and other comprehensive income (31
December 2022: charge of €725,000).
Cash and cash equivalents are held with major Irish and European institutions which have credit ratings
between A- and A+. The Company deposits cash with a number of individual institutions to avoid
concentration of risk with any one counterparty. The Group has also engaged the services of a depository to
ensure the security of cash assets.
Risk of counterparty default arising on derivative financial instruments is controlled by dealing with high-quality
institutions and by a policy limiting the amount of credit exposure to any one bank or institution. Derivative
financial instrument counter parties have credit ratings in the range of A- to A+.
Capital management
The Group’s objectives when managing capital are to safeguard its ability to continue as a going concern
in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal
capital structure to reduce the cost of capital.
In order to maintain or adjust the capital structure, I-RES may issue new shares or consider the sale of assets to
reduce debt. I-RES, through the Irish REIT Regime, is restricted in its use of capital to making investments in real
estate property in Ireland. I-RES intends to continue to make distributions if its results of operations and cash
flows permit in the future.
The Board’s policy is to maintain a strong capital base so as to maintain investor, creditor and market
confidence and to sustain future development of the business at 31 December 2023, capital consists of equity
and debt and Group Net LTV was 44.3% (2022: 43.3%). I-RES seeks to use gearing to enhance shareholder
returns over the long term. The level of gearing is monitored carefully by the Board.
The Board monitors the return on capital as well as the level of dividends paid to ordinary shareholders. Subject
to distributable reserves, it is the policy of I-RES to distribute at least 85% of the Property Income of its Property
Rental Business for each accounting period as required under the REIT legislation.
NOTES TO CONSOLIDATED
(continued)
FINANCIAL STATEMENTS
218
I-RES
Annual Report and Accounts 2023
21. Taxation
I-RES elected for REIT status on 31 March 2014. As a result, from that date the Group is exempt from paying Irish
corporation tax on the profits and gains it makes from qualifying rental businesses in Ireland provided it meets
certain conditions.
Instead, dividends paid to shareholders in respect of the Property Rental Business are treated for Irish tax
purposes as income in the hands of shareholders. Corporation tax is still payable in the normal way in respect
of income and gains from any residual business (generally including any property trading business) not
included in the Property Rental Business. I-RES is also liable to pay other taxes such as VAT, stamp duty, local
property tax and payroll taxes in the normal way.
Within the Irish REIT Regime, for corporation tax purposes the Property Rental Business is treated as a separate
business from the residual business. A loss incurred by the Property Rental Business cannot be offset against
profits of the residual business.
An Irish REIT is required, subject to having sufficient distributable reserves, to distribute to its shareholders (by
way of dividend), on or before the filing date for its tax return for the accounting period in question, at least 85%
of the Property Income of the Property Rental Business arising in each accounting period. Failure to meet this
requirement would result in a tax charge calculated by reference to the extent of the shortfall in the dividend
paid. A dividend paid by an Irish REIT from its Property Rental Business is referred to as a property income
distribution. Any normal dividend paid from the residual business by the Irish REIT is referred to as a non-
property income distribution dividend.
The Directors confirm that the Group has remained in compliance with the Irish REIT Regime up to and
including the date of this Report.
Income tax expense recognised in the consolidated statement of profit or loss and other comprehensive income
   
For the year ended
31 December
31 December
 
2023
2022
 
€’000
€’000
Current Taxation
   
Irish corporation tax expense
59
Income tax withheld
8
8
Irish capital gains tax expense
1,456
80
Adjustment in respect of prior years
(132)
Total Current Taxation
1,523
(44)
Reconciliation of the effective tax rate
   
For the year ended
31 December
31 December
 
2023
2022
 
€’000
€’000
Loss before taxation
(114,491)
(11,864)
At the standard rate of corporation tax in Ireland of 12.5%
Adjusted for:
   
Tax exempt property rental loss
115,344
12,185
Adjustment in respect of prior years
(377)
(263)
Other items
(7)
(58)
Adjusted profit
469
Total income tax expense at 12.5%
59
The main driver of taxation for I-RES in the period relates to Capital Gains Tax (“CGT”). This arose on the profit
on disposal of the Rockbrook site. CGT is payable on this as the site constitutes a disposal of an asset of the
residual business as opposed to the property rental business of the Group. The remaining taxation is driven by
the operations of IRES Fund Management Limited acquired in 2022.
The deferred tax is €nil at 31 December 2023 (31 December 2022: €nil).
NOTES TO CONSOLIDATED
(continued)
FINANCIAL STATEMENTS
Strategic Report
8
Governance
92
Financial Statements
Supplementary Information
248
219
22. Dividends
Under the Irish REIT Regime, subject to having sufficient distributable reserves, I-RES is required to distribute to
shareholders at least 85% of the Property Income of its Property Rental Business for each accounting period.
On 2nd August 2023, the Directors resolved to pay an additional dividend of €12.9 million for the six months
ended 30 June 2023. The dividend of 2.45 cents per share was paid on 1 September 2023 to shareholders on
record as at 11 August 2023.
On 23 February 2023, the Directors resolved to pay an additional dividend of €14.9 million for the year ended 31
December 2022. The dividend of 2.81 cents per share was paid on 3 April 2023 to shareholders on record as at
10 March 2023.
On 10 September 2022, the Directors resolved to pay an additional dividend of €12.2 million for the six months
ended 30 June 2022. The dividend of 2.3 cents per share was paid on 9 September 2022 to shareholders on
record as at 19 August 2022.
On 23 February 2022, the Directors resolved to pay an additional dividend of €16.3 million for the year ended 31
December 2021. The dividend of 3.08 cents per share was paid on 29 March 2022 to shareholders on record as
at 04 March 2022.
Distributable reserves in accordance with the Irish REIT Regime were calculated as follows:
   
For the year ended
31 December
31 December
 
2023
2022
 
€’000
€’000
(Loss)/Profit for the year
(116,014)
(11,820)
Plus/(Minus): unrealised loss/(gain) on net movement in fair value of
141,791
45,599
investment properties
   
Property Income of the Property Rental Business
25,777
33,779
Add back/(deduct):
   
Share-based compensation expense
153
117
Unrealised change in fair value of derivatives
(86)
(35)
Distributable Reserves
25,844
33,861
NOTES TO CONSOLIDATED
(continued)
FINANCIAL STATEMENTS
220
I-RES
Annual Report and Accounts 2023
23. Supplemental Cash Flow Information
Breakdown of operating income items related to financing and investing activities
   
For the year ended
31 December
31 December
 
2023
2022
 
€’000
€’000
Financing costs as per the consolidated statement of profit or loss
26,695
16,803
and other comprehensive income
   
Interest expense accrual
(248)
332
Capitalised interest
94
Lease interest
212
222
Less: amortisation of financing fees
(2,079)
(1,998)
Interest Paid
24,580
15,453
Interest expense
   
For the year ended
31 December
31 December
 
2023
2022
 
€’000
€’000
Financing costs on Credit Facility
26,695
16,803
Amortisation of other financing costs
(2,079)
(1,998)
Lease interest
212
222
Interest Expense
24,828
15,027
Changes in operating assets and liabilities
   
For the year ended
31 December
31 December
 
2023
2022
 
€’000
€’000
Prepayments
(458)
(187)
Trade receivables
460
(770)
Other receivables
466
Accounts payable and other liabilities
1,868
(3,001)
Security deposits
(772)
178
Changes in operating assets and liabilities
1,098
(3,314)
Issuance of Shares
   
For the year ended
31 December
31 December
 
2023
2022
 
€’000
€’000
Issuance of shares
126
Issuance costs
Net proceeds
126
NOTES TO CONSOLIDATED
(continued)
FINANCIAL STATEMENTS
Strategic Report
8
Governance
92
Financial Statements
Supplementary Information
248
221
23. Supplemental Cash Flow Information
(continued)
Changes in liabilities due to financing cash flows
Changes from Financing Cash Flows
Non-cash changes
1 January 2023
Revolving Credit Facility
drawdown
Revolving Credit Facility
repayment
Lease payments
Financing fees
Amortisation of other
financing costs
Foreign exchange
Interest accrual relating
to derivatives
Change in fair value of
hedging instruments
31 December 2023
Liabilities
Bank indebtedness
457,020
10,700 (94,700)
— 373,020
Deferred loan costs, net
(3,282)
(185)
1,802
(1,665)
Private placement debt
200,107
(2,215)
197,892
Deferred loan costs, net
(1,870)
(174)
277
(1,767)
Derivative financial
9
3,658
3,667
instruments
Lease liability
8,684
(416)
8,268
Total liabilities from
financing activities
660,668
10,700 (94,700)
(416)
(359)
2,079
(2,215)
3,658 579,415
Changes from Financing Cash Flows
Non-cash changes
1 January 2022
Revolving Credit Facility
drawdown
Revolving Credit Facility
repayment
Lease payments
Financing fees
Amortisation of other
financing costs
Foreign exchange
Interest accrual relating
to derivatives
Change in fair value of
hedging instruments
31 December 2022
Liabilities
Bank indebtedness
420,020
93,000 (56,000)
— 457,020
Deferred loan costs, net
(3,398)
(1,610)
1,726
(3,282)
Private placement debt
195,882
4,225
200,107
Deferred loan costs, net
(2,142)
272
(1,870)
Derivative financial
3,961
9
(3,961)
9
instruments
Lease liability
9,090
(406)
8,684
Total liabilities from
financing activities
623,413
93,000 (56,000)
(406)
(1,610)
1,998
4,225
9
(3,961) 660,668
NOTES TO CONSOLIDATED
(continued)
FINANCIAL STATEMENTS
222
I-RES
Annual Report and Accounts 2023
24. Related Party Transactions
Transactions with Key Management Personnel
For the purposes of the disclosure requirements of IAS 24, the term ‘‘key management personnel’’ is defined
as those persons having authority for planning, directing and controlling the activities of the Company. I-RES
has determined that the key management personnel comprise the Board of Directors. See note 29 for further
details on remuneration.
Owners’ management companies not consolidated
As a result of the acquisition by the Group of apartments or commercial space in certain residential rental
properties, the Group holds voting rights in the relevant owners’ management companies associated with
those developments. Where the Group holds the majority of those voting rights, this entitles it, inter alia, to
control the composition of such owners’ management companies’ boards of directors. However, as each of
those owners’ management companies is incorporated as a company limited by guarantee for the purpose
of owning the common areas in residential or mixed-use developments, they are not intended to be traded for
gains. I-RES does not consider these owners’ management companies to be material for consolidation as the
total assets of the owners’ management companies is less than 1% of the Group’s total assets.
I-RES has considered the latest available financial statements of these owners’ management companies in
making this assessment.
Owners’ Management
Registered Official
Development
Percentage
Service
Payable
Prepaid
Entity
Address
Managed
of Voting
Fees
by I-RES
by I-RES
Rights Held
Incurred in
% of total
(1)
the Period
€’000
€’000
Majority voting rights held
Priorsgate Estate Owners’
5th Floor, St
Priorsgate
52.6
280.7
Management Company
Stephens Green
Company Limited by
Earlsfort Terrace,
Guarantee
Dublin 2
GC Square (Residential)
5th Floor, St
The Marker
81.0
354.1
Owners’ Management
Stephens Green
Residences
Company Limited by
Earlsfort Terrace,
Guarantee
Dublin 2
Lansdowne Valley Owners’
5th Floor, St
Lansdowne
79.0
760.2
307.5
Management Company
Stephens Green
Gate
Limited by Guarantee
Earlsfort Terrace,
Dublin 2
Charlestown Apartments
Unit 4B Lazer Lane,
Charlestown
82.5
653.7
54.9
Owners’ Management
Grand Canal
Company Limited by
Square, Dublin 2
Guarantee
Bakers Yard Owners’
5th Floor, St
Bakers Yard
62.5
247.9
Management Company
Stephens Green
Company Limited by
Earlsfort Terrace,
Guarantee
Dublin 2
Rockbrook Grande Central
5th Floor, St
Grande
73.0
465.8
Owners’ Management
Stephens Green
Central
Company Limited by
Earlsfort Terrace,
Guarantee
Dublin 2
Rockbrook South Central
5th Floor, St
South Central
83.0
676.7
Owners’ Management
Stephens Green
Company Limited by
Earlsfort Terrace,
Guarantee
Dublin 2
NOTES TO CONSOLIDATED
(continued)
FINANCIAL STATEMENTS
Strategic Report
8
Governance
92
Financial Statements
Supplementary Information
248
223
24. Related Party Transactions
(continued)
Owners’ management companies not consolidated
(continued)
Owners’ Management
Registered Official
Development
Percentage
Service
Payable
Prepaid
Entity
Address
Managed
of Voting
Fees
by I-RES
by I-RES
Rights Held
Incurred in
% of total
(1)
the Period
€’000
€’000
Majority voting rights held
Rockbrook Estate
5th Floor, St
Rockbrook
72.7
(2)
37.9
Management Company
Stephens Green
Commercial
Limited by Guarantee
Earlsfort Terrace,
Dublin 2
TC West Estate Management
5th Floor, St
Tallaght
65.0
525.5
Company Limited by
Stephens Green
Commercial
Guarantee
Earlsfort Terrace,
Dublin 2
TC West Residential Owners’
5th Floor, St
Tallaght
87.2
923.7
Management Company
Stephens Green
Residential
Limited by Guarantee
Earlsfort Terrace,
Dublin 2
Gloucester Maple Owners’
5th Floor, St
City Square
89.3
62.5
33.2
Management Company
Stephens Green
Limited by Guarantee
Earlsfort Terrace,
Dublin 2
Elmpark Green Residential
5th Floor, St
Elmpark
60.5
638.7
168.4
Owners’ Management
Stephens Green
Green
Company Limited by
Earlsfort Terrace,
Guarantee
Dublin 2
Coldcut Owners’
5th Floor, St
Coldcut Park
97.7
231.1
Management Company
Stephens Green
Limited by Guarantee
Earlsfort Terrace,
Dublin 2
Burnell Green Management
7a Saint Kieran’s
Burnell Green
87.0
200.6
Company Company Limited
Enterprise Centre,
Northern
by Guarantee
Furze Road,
Cross Dublin
Sandyford Business
17
Park, Dublin 18
Blocks ABC Ashbrook Owners’
5th Floor, St
Ashbrook
100.0
220.5
Management Company
Stephens Green
Blocks ABC
Limited by Guarantee
Earlsfort Terrace,
Dublin 2
Block D Ashbrook Owners’
5th Floor, St
Ashbrook
100.0
45.5
Management Company
Stephens Green
Block D
Limited by Guarantee
Earlsfort Terrace,
Dublin 2
Ashcourt Management
Unit 12, The
Ashbrook
56.3
24.9
Company Limited by
Seapoint Building,
Estate
Guarantee
44/45 Clontarf
Road, Dublin 3
NOTES TO CONSOLIDATED
(continued)
FINANCIAL STATEMENTS
224
I-RES
Annual Report and Accounts 2023
24. Related Party Transactions
(continued)
Owners’ management companies not consolidated
(continued)
Owners’ Management
Registered Official
Development
Percentage
Service
Payable
Prepaid
Entity
Address
Managed
of Voting
Fees
by I-RES
by I-RES
Rights Held
Incurred in
% of total
(1)
the Period
€’000
€’000
Minority voting rights held
BSQ Owners’ Management
5th Floor, St
Beacon South
30.3
1,822.0
Company Limited by
Stephens Green
Quarter
Guarantee
Earlsfort Terrace,
Dublin 2
Time Place Property
RF Property
Time Place
37.2
174.8
Management Company
Management,
Dublin 18
Limited by Guarantee
Ground Floor
Ulysses House,
23/24 Foley Street,
Dublin 1
GC Square Management
5th Floor, St
The Marker
48.0
3.4
Company Limited by
Stephens Green
Commercial
Guarantee
Earlsfort Terrace,
Dublin 2
Sandyford Forum
28/30 Burlington
The Forum
6.3
17.4
7.3
Management Company
Road, Dublin 4
Company Limited by
Guarantee
Stapolin Management
11 Burrow Road,
Stapolin
10.9
62.0
15.5
Company Limited by
Sutton, Dublin 13
Guarantee
Red Arches Management
16 Adelaide Street,
Red Arches
7.0
32.1
8.0
Company Limited by
Dun Laoghaire, Co.
Guarantee
Dublin
Stillbeach Management
Unit 1, Aspen Court,
Beechwood
32.0
222.5
111.3
Company Company Limited
Bray Road, Dublin 18
Court
by Guarantee
Stillorgan Co
Dublin
Burnell Court Management
City Junction
Burnell Court
23.8
146.3
Company Company Limited
Business Park,
Northern
by Guarantee
Northern Cross,
Cross Dublin
Malahide Road
17
Dublin 17
Carrington Park Residential
Rfpm, Ulysses
Carrington
40.8
356.3
Property Management
House, Foley Street,
Park Dublin 9
Company Limited by
Dublin 1
Guarantee
Heywood Court
Lansdowne
Heywood
43.3
97.7
79.4
Management Company
Partnership, 21
Court Dublin
(Dublin) Company Limited
Mespil Road,
9
by Guarantee
Dublin 4
Harty’s Quay Management
David O’Sullivan
Harty’s Quay
29.0
117.5
Company Limited by
& Co, 1st Floor Red
Co Cork
Guarantee
Abbey Bld, Unit 20
South Link Industrial
Estate, Cork
NOTES TO CONSOLIDATED
(continued)
FINANCIAL STATEMENTS
Strategic Report
8
Governance
92
Financial Statements
Supplementary Information
248
225
24. Related Party Transactions
(continued)
Owners’ management companies not consolidated
(continued)
Owners’ Management
Registered Official
Development
Percentage
Service
Payable
Prepaid
Entity
Address
Managed
of Voting
Fees
by I-RES
by I-RES
Rights Held
Incurred in
% of total
(1)
the Period
€’000
€’000
Minority voting rights held
Belville Court Management
Unit 1, Aspen Court,
Belville Court
47.5
68.2
41.0
Company Limited by
Bray Road,
Dublin
Guarantee
Dublin 18
18
Malahide Waterside
Office 3 The Eden
Waterside
9.6
17.1
5.9
Management Company
Business Centre,
Limited by Guarantee
Grange Road,
Rathfarnham,
Dublin 16
PPRD Management
Wyse Property
Phoenix Park 1
21.8
286.8
173.5
Company CLG
Management Ltd.,
94 Baggot Street
Lower, Dublin 2
PPRD 2 Management
21 Pembroke Road,
Phoenix Park
30.2
72.5
18.5
24.7
Company CLG
Dublin 4
2
Oak Lodge Management
c/o Dalata Hotel
Tara View
49.0
80.0
80.0
Company Limited by
Group, Burton
Guarantee
Court, Burton Hall
Drive, Sandyford,
Dublin 18
Total
9,926.6
98.5
1,030.6
(1)
For residential apartments, the voting rights are calculated based on one vote per apartment regardless of the size of that apartment. For
commercial, it is based on square footage of the units or the memorandum and articles of the particular management company.
(2) Includes voting rights controlled directly and indirectly.
All of the owners’ management companies are incorporated in Ireland and are property management
companies. As noted above, as at 31 December 2023, €98,500 is payable and €1,030,600 is prepaid by the
Group to the owners’ management companies. As at 31 December 2022, €168,800 was payable and €714,100
was prepaid by I-RES to the owners’ management companies.
25. Contingencies
At Beacon South Quarter, in addition to the capital expenditure work that has already been completed, water
ingress works were identified in 2016 and I-RES is working with the Beacon South Quarter owners’ management
company to resolve these matters. There is also an active insurance claim with respect to the water ingress
and related damage. The amount of potential costs relating to these structural remediation works cannot be
currently measured with sufficient reliability.
26. Commitments
In January 2022, the Company entered into a forward purchase agreement to acquire 44 residential units at
Ashbrook, Clontarf. The transaction was part of the total purchase price of €66.0 million (including VAT but
excluding other transaction costs) paid for a total of 152 units, with the Company taking ownership of 108 units
during the period to date. As part of the acquisition agreement entered into the Company has a gross capital
commitment of €24.1 million in respect of the 44 units. These units are expected to be completed in H1 2024. Net
cash outflow after taking account of deposit paid and proceeds from disposal of Part V units is expected to be
c. €20 million.
NOTES TO CONSOLIDATED
(continued)
FINANCIAL STATEMENTS
226
I-RES
Annual Report and Accounts 2023
27. Loss per Share
Earnings per share amounts are calculated by dividing profit for the reporting period attributable to
ordinary shareholders of I-RES by the weighted average number of ordinary shares outstanding during the
reporting period.
For the year ended
31 December
31 December
2023
2022
Loss attributable to shareholders of I-RES (€’000)
(116,014)
(11,820)
Basic weighted average number of shares
529,578,946
529,560,795
Diluted weighted average number of shares
(1)(2)
529,578,946
530,953,506
Basic Loss per share (cents)
(21.9)
(2.2)
Diluted Loss per share (cents)
(21.9)
(2.2)
(1)
Diluted weighted average number of shares includes the additional shares resulting from dilution of the long-term incentive plan options as
of the reporting period date.
(2)
At 31 December 2023, 4,596,499 options (31 December 2022: 4,596,499) were excluded from the diluted weighted average number of
ordinary shares because their effect would have been anti-dilutive.
EPRA issued Best Practices Recommendations most recently in October 2019, which gives guidelines for
performance matters.
EPRA Earnings represents the earnings from the core operational activities (recurring items for I-RES). It is
intended to provide an indicator of the underlying performance of the property portfolio and therefore
excludes all components not relevant to the underlying and recurring performance of the portfolio, including
any revaluation results and results from the sale of properties. EPRA Earnings per share amounts are calculated
by dividing EPRA Earnings for the reporting period attributable to shareholders of I-RES by the weighted average
number of ordinary shares outstanding during the reporting period.
EPRA Earnings per Share
For the year ended
31 December
31 December
2023
2022
Loss for the year (€’000)
(116,014)
(11,820)
Adjustments to calculate EPRA Earnings exclude:
Changes in fair value on investment properties (€’000)
141,791
45,599
Loss/(profit) on disposal of investment property (€’000)
418
(2,795)
Changes in fair value of derivative financial instruments (€’000)
(86)
(35)
Taxation on disposal of properties (€’000)
1,476
EPRA Earnings (€’000)
27,585
30,949
Non-recurring costs (€’000)
939
5,748
Adjusted EPRA Earnings before non-recurring costs (€’000)
28,524
36,697
Basic weighted average number of shares
529,578,946
529,560,795
Diluted weighted average number of shares
529,578,946
530,953,506
EPRA Earnings per share (cents)
5.2
5.8
Adjusted EPRA EPS before non-recurring costs per share (cents)
5.4
6.9
EPRA Diluted Earnings per share (cents)
5.2
5.8
NOTES TO CONSOLIDATED
(continued)
FINANCIAL STATEMENTS
Strategic Report
8
Governance
92
Financial Statements
Supplementary Information
248
227
28. Net Asset Value per Share
In October 2019, EPRA introduced three EPRA NAV metrics to replace the then existing EPRA NAV calculation that
was previously being presented. The three EPRA NAV metrics are EPRA Net Reinstatement Value (“EPRA NRV’’),
EPRA Net Tangible Asset (“EPRA NTA”) and EPRA Net Disposal Value (“EPRA NDV”). Each EPRA NAV metric serves a
different purpose. The EPRA NRV measure is to highlight the value of net assets on a long term basis. EPRA NTA
assumes entities buy and sell assets, thereby crystallising certain levels of deferred tax liability. Lastly, EPRA NDV
provides the reader with a scenario where deferred tax, financial instruments and certain other adjustments
are calculated to the full extent of their liabilities. The table below presents the transition between the Group’s
shareholders’ equity derived from the consolidated financial statements and the various EPRA NAV.
EPRA NAV per Share
31 December 2023
As at
EPRA NRV
EPRA NTA
(1)
EPRA NDV
(2)
Net assets (€’000)
697,331
697,331
697,331
Adjustments to calculate EPRA net assets exclude:
Fair value of derivative financial instruments (€’000)
163
163
Fair value adjustment for fixed interest rate debt (€’000)
30,058
Real estate transfer cost (€’000)
(3)
65,976
EPRA net assets (€’000)
763,470
697,494
727,389
Number of shares outstanding
529,578,946
529,578,946
529,578,946
Diluted number of shares outstanding
529,578,946
529,578,946
529,578,946
Basic Net Asset Value per share (cents)
131.7
131.7
131.7
EPRA Net Asset Value per share (cents)
144.2
131.7
137.4
31 December 2022
As at
EPRA NRV
EPRA NTA
(1)
EPRA NDV
(2)
Net assets (€’000)
847,353
847,353
847,353
Adjustments to calculate EPRA net assets exclude:
Fair value of derivative financial instruments (€’000)
(4,764)
(4,764)
Fair value adjustment for fixed interest rate debt (€’000)
40,612
Real estate transfer cost (€’000)
(3)
76,368
EPRA net assets (€’000)
918,957
842,589
887,965
Number of shares outstanding
529,578,946
529,578,946
529,578,946
Diluted number of shares outstanding
529,578,946
529,578,946
529,578,946
Basic Net Asset Value per share (cents)
160.0
160.0
160.0
EPRA Net Asset Value per share (cents)
173.5
159.1
167.7
(1)
Following changes to the Irish REIT legislation introduced in October 2019, if a REIT disposes of an asset of its property rental business and
does not (i) distribute the gross disposal proceeds to shareholders by way of dividend; (ii) reinvest them into other assets of its property
rental business (whether by acquisition or capital expenditure) within a three-year window (being one year before the sale and two years
after it); or (iii) use them to repay debt specifically used to acquire, enhance or develop the property sold, then the REIT will be liable to tax
at a rate of 25% on 85% of the gross disposal proceeds, subject to having sufficient distributable reserves. For the purposes of EPRA NTA, the
Group has assumed any such sales proceeds are reinvested within the required three year window.
(2)
Deferred tax is assumed as per the IFRS statement of financial position. To the extent that an orderly sale of the Group’s assets was undertaken
over a period of several years, during which time (i) the Group remained a REIT; (ii) no new assets were acquired or sales proceeds reinvested;
(iii) any developments completed were held for three years from completion; and (iv) those assets were sold at 31 December 2023 valuations,
the sales proceeds would need to be distributed to shareholders by way of dividend within the required time frame or else a tax liability
amounting to up to 25% of distributable reserves plus current unrealised revaluation gains could arise for the Group.
(3)
This is the purchaser costs amount as provided in the valuation certificate. Purchasers’ costs consist of items such as stamp duty on
legal transfer and other purchase fees that may be incurred and which are deducted from the gross value in arriving at the fair value of
investment for IFRS purposes. Purchasers’ costs are in general estimated at 9.96% for commercial, 4.46% for residential apartment units and
12.46% for houses and duplexes.
NOTES TO CONSOLIDATED
(continued)
FINANCIAL STATEMENTS
29. Directors’ Remuneration, Employee Costs and Auditor Remuneration
Key Management personnel of the Group consist of the Board of directors. The remuneration of the key
management personnel paid during the period were as follows:
For the year ended
31 December
31 December
2023
2022
€’000
€’000
Directors’ remuneration
(1)
Short-term employee benefits
2,244
1,932
Pension costs
109
92
Other benefits
(2)
263
214
Share-based payments
137
113
Total
2,753
2,351
(1)
Brian Fagan was elected as a Director of I-RES on 11 April 2022, his remuneration is included from that date. A full year of remuneration is
included in 2023.
(2) Included in this amount is pay-related social insurance and benefits paid to the Directors.
For the year ended
31 December
31 December
2023
2022
€’000
€’000
Employees costs
Salaries, benefits and bonus
8,562
7,559
Social insurance costs
877
761
Pension costs
197
174
Share-based payments
153
117
Total
9,789
8,611
The average number of employees in the period was 94 (2022: 86 - reflecting the acquisition of IFML on 31
January 2022). The total number of employees at the reporting date was 95 (31 December 2022: 95).
For the year ended
31 December
31 December
2023
2022
€’000
€’000
Auditor remuneration (including expenses)
(1)
Audit of Group accounts
210
185
Other assurance services
(2)(3)
15
15
Non-assurance services
8
-
Total
233
200
(1)
Included in the auditor remuneration for the Group is an amount of €167,000 (31 December 2022: €175,000) that relates to the audit of the
Company’s financial statements.
(2) Non-audit remuneration for 31 December 2023 and 31 December 2022 relates to the review of the interim financial statements.
(3) Non-assurance services for 31 December 2023 relates to Accountants’ report under Property Services Regulatory Authority (PRSA) regulations.
30. Holding Company Details
The name of the holding company of the Group is Irish Residential Properties REIT plc. The legal form of the
Company is a public limited company. The place of registration of the holding company is Dublin, Ireland and its
registration number is 529737. The address of the registered office is South Dock House, Hanover Quay, Dublin 2,
Ireland.
31. Subsequent Events
On 4 January 2024, under the Revolving Credit Facility agreement, I-RES exercised its right to reduce the
committed facility size from €600 million to €500 million, an option available to the Company given the
successful completion of the c. €100m asset disposal programme.
228
I-RES
Annual Report and Accounts 2023
COMPANY STATEMENT OF FINANCIAL POSITION
As at 31 December 2023
Strategic Report
8
Governance
92
Financial Statements
Supplementary Information
248
229
Note
31 December
2023
€’000
31 December
2022
€’000
Assets
Non-Current Assets
Investment properties
III
1,130,235
1,316,988
Investment in subsidiaries
VI
2,240
2,240
Property, plant and equipment
V
8,208
8,718
Derivative financial instruments
XIX
3,298
1,140,683
1,331,244
Current Assets
Loan advances to subsidiaries
VII
129,320
148,621
Other current assets
IX
6,427
7,286
Derivative financial instruments
XIX
1,910
1,474
Cash and cash equivalents
4,296
4,137
141,953
161,518
Total Assets
1,282,636
1,492,762
Liabilities
Non-Current Liabilities
Bank indebtedness
XI
371,355
453,738
Private placement notes
XII
128,811
128,783
Loan advances from subsidiary
VIII
68,852
68,852
Lease liability
XXII
7,842
8,268
Derivative financial instruments
XIX
2,073
578,933
659,641
Current Liabilities
Accounts payable and accrued liabilities
X
15,082
15,014
Derivative financial instruments
XIX
9
Security deposits
6,517
7,276
Lease liability
II
426
416
22,025
22,715
Total Liabilities
600,958
682,356
Shareholders’ Equity
Share capital
52,958
52,958
Share premium
504,583
504,583
Other reserve
1,354
1,201
Cashflow hedge reserve
XIX
(580)
4,207
Retained earnings
123,363
247,457
Total Shareholders’ Equity
681,678
810,406
Total Shareholders’ Equity and Liabilities
1,282,636
1,492,762
The accompanying notes form an integral part of these financial statements.
Hugh Scott-Barrett
Margaret Sweeney
Chair
Executive Director
230
I-RES
Annual Report and Accounts 2023
Note
31 December
2023
€’000
31 December
2022
€’000
Operating Revenue
Revenue from investment properties
XV
79,036
78,042
Operating Expenses
Property taxes
(1,038)
(986)
Property operating costs
(15,514)
(16,724)
Net Rental Income (“NRI”)
62,484
60,332
General and administrative expenses
XVI
(14,934)
(17,196)
Share-based compensation expense
XIII
(153)
(117)
Net movement in fair value of investment properties
III
(122,252)
(45,259)
(Loss)/Gain on disposal of investment property
(9)
2,812
Depreciation of property, plant and equipment
V
(536)
(536)
Lease interest
IV
(212)
(222)
Operating loss for the year
(75,612)
(186)
Financing costs
XVII
(26,844)
(16,787)
Interest from intercompany loan
VII
6,218
5,651
Loss for the year
(96,238)
(11,322)
Other comprehensive income
Items that are or may be reclassified subsequently to profit or loss:
Cash flow hedges - effective portion of changes in fair value
XIX
(3,126)
4,065
Cash flow hedges - reclassified to profit or loss
XIX
(1,661)
142
Other Comprehensive (loss)/income for the year
(4,787)
4,207
Total Comprehensive Loss for the Year Attributable to Shareholders
(101,025)
(7,115)
Basic (Loss)/Earnings per Share (cents)
XXV
(18.2)
(2.1)
Diluted (Loss)/Earnings per Share (cents)
XXV
(18.2)
(2.1)
The accompanying notes form an integral part of these financial statements.
COMPANY STATEMENT OF PROFIT OR LOSS
AND OTHER COMPREHENSIVE INCOME
For the year ended 31 December 2023
231
Supplementary Information
248
Governance
92
Strategic Report
8
Financial Statements
Note
Share
Capital
€’000
Share
Premium
€’000
Retained
Earnings
€’000
Other
Reserve
€’000
Cashflow
Hedge
Reserve
€’000
Total
€’000
Shareholders’ Equity at 1 January 2023
52,958
504,583
247,457
1,201
4,207
810,406
Total comprehensive loss for the year
Loss for the year
(96,238)
— (96,238)
Other comprehensive loss for the year
(4,787)
(4,787)
Total comprehensive loss for the year
(96,238)
(4,787) (101,025)
Transactions with owners, recognised
directly in equity
Long-term incentive plan
XIII
153
153
Dividends paid
XXI
(27,856)
— (27,856)
Transactions with owners, recognised
directly in equity
(27,856)
153
(27,703)
Shareholders’ Equity at 31 December 2023
52,958
504,583
123,363
1,354
(580)
681,678
For the year ended 31 December 2022
Note
Share
Capital
€’000
Share
Premium
€’000
Retained
Earnings
€’000
Other
Reserve
€’000
Cashflow
Hedge
Reserve
€’000
Total
€’000
Shareholders’ Equity at 1 January 2022
52,945
504,471
287,261
1,093
845,770
Total comprehensive income for the year
Loss for the year
(11,322)
(11,322)
Other comprehensive income for the year
4,207
4,207
Total comprehensive income for the year
(11,322)
4,207
(7,115)
Transactions with owners, recognised
directly in equity
Long-term incentive plan
XIII
117
117
Share issuance
XIV
13
113
9
(9)
126
Dividends paid
XXI
(28,491)
(28,491)
Transactions with owners, recognised
directly in equity
13
113
(28,482)
108
(28,248)
Shareholders’ Equity at 31 December 2022
52,958
504,583
247,457
1,201
4,207
810,406
The accompanying notes form an integral part of these financial statements.
COMPANY STATEMENT OF CHANGES IN EQUITY
For the year ended 31 December 2023
232
I-RES
Annual Report and Accounts 2023
Note
31 December
2023
€’000
31 December
2022
€’000
Cash Flows from Operating Activities:
Operating Activities
Loss for the Year
(96,238)
(11,322)
Adjustments for non-cash items:
Fair value adjustment - investment properties
III
122,252
45,259
Loss/(Gain) on disposal of investment property
9
(2,812)
Depreciation of property, plant and equipment
V
536
536
Amortisation of other financing costs
XXII
1,987
1,936
Share-based compensation expense
XIII
153
117
Allowance for expected credit loss
49
689
Capitalised leasing costs
iii
871
581
Interest accrual relating to derivatives
XXII
9
(Loss)/Profit adjusted for non-cash items
29,619
34,993
Interest expense
17,190
9,318
Changes in operating assets and liabilities
XXII
910
(3,342)
Net Cash Generated from Operating Activities
47,719
40,969
Cash Flows from Investing Activities
Net proceeds from disposal of investment property
69,999
53,901
Deposits on acquisitions
2
(3,855)
Acquisition of investment properties
(31,112)
Development of investment properties
III
(4,632)
Property capital investments
III
(6,405)
(8,441)
Direct leasing cost
III
28
(6)
Purchase of property, plant and equipment
V
(26)
(44)
Interest received from subsidiaries
VII
4,411
1,534
Advances to subsidiaries
VII
21,108
(45,946)
Acquisition of subsidiary, net of cash acquired
VI
1,093
Net Cash Generated from/(Used in) Investing Activities
89,117
(37,508)
Cash Flows from Financing Activities
Financing fees
XXII
(342)
(1,610)
Interest paid
XXII
(24,063)
(15,337)
Credit Facility drawdown
XXII
10,700
93,000
Credit Facility repayment
XXII
(94,700)
(56,000)
Lease payment
XXII
(416)
(406)
Proceeds on issuance of shares
XXII
126
Dividends paid to shareholders
XXI
(27,856)
(28,491)
Net Cash Used in Financing Activities
(136,677)
(8,718)
Changes in Cash and Cash Equivalents during the Year
159
(5,257)
Cash and Cash Equivalents, Beginning of the Year
4,137
9,394
Cash and Cash Equivalents, End of the Year
4,296
4,137
The accompanying notes form an integral part of these financial statements.
COMPANY STATEMENT OF CASH FLOWS
For the year ended 31 December 2023
233
Supplementary Information
248
Governance
92
Strategic Report
8
Financial Statements
I.
Material Accounting Policies
These Company financial statements have been
prepared in accordance with Financial Reporting
Standard 101 Reduced Disclosure Framework (“FRS 101”).
In preparing these financial statements, the
Company applies the recognition, measurement and
disclosure requirements of International Financial
Reporting Standards as adopted by the EU (“EU IFRS”)
but makes amendments where necessary in order
to comply with the Companies Act 2014 and has set
out below where advantage of the FRS 101 disclosure
exemptions has been taken.
In these financial statements, the Company has
applied the exemptions available under FRS 101 in
respect of the following disclosures:
»
Disclosures in respect of capital management;
»
The effects of new but not yet effective IFRSs;
The accounting policies set out below have, unless
otherwise stated, been applied consistently to all
periods presented in these financial statements.
The financial statements of the Company are
prepared on a going concern basis and under
the historical cost convention, as modified by
the revaluation of investment properties and
derivatives at fair value through profit or loss and
the measurement of share options at fair value at
the date of grant. The financial statements of the
Company have been presented in Euro, which is the
Company’s functional currency.
For Company details, refer to note 30 of the
consolidated financial statements.
The significant accounting policies of the Company
are the same as those of the Group, which are set out
in note 2 of the consolidated financial statements.
Investment in subsidiaries
Investment in subsidiaries is shown at cost less
provision for any impairment or diminution in value.
Intercompany loan
The intercompany loan is recognised at amortised
cost using the effective interest rate method. Under
the effective interest rate method, any transaction
fees, costs and discounts directly related to the
intercompany loan were recognised within interest
expense on intercompany loan in the statement of
profit or loss and other comprehensive income over
the expected term of the intercompany loan.
II.
Critical Accounting Estimates, Assumptions
and Judgements
For further information on critical accounting
estimates, assumptions and judgements, refer to
note 3 of the consolidated financial statements.
NOTES TO THE COMPANY
FINANCIAL STATEMENTS
(continued)
234
I-RES
Annual Report and Accounts 2023
III. Investment Properties
For further information on investment properties, refer to note 5 of the consolidated financial statements.
For the Company, an increase of 1% in the Equivalent Capitalisation Rate would have the impact of a €170.1
million reduction in fair value while a decrease of 1% in the Equivalent Capitalisation Rate would result in a
fair value increase of €244.5 million. An increase between 1% and 4% in Stabilised NRI would have an impact
ranging from €11.2 million to €45.0 million respectively in fair value, while a decrease between 1% and 4% in
Stabilised NRI would have the impact ranging from €11.2 million to €45.0 million reduction respectively. I-RES
believes that this range of change in Stabilised NRI is a reasonable estimate in the next twelve months based
on expected changes in Stabilised NRI.
A summary of the Equivalent Capitalisation Yields and ranges along with the fair value of the total portfolio of
the Company as at 31 December 2023 and 2022 is presented below:
As at 31 December 2023
Type of Interest
Fair Value
€’000
WA
Stabilised
NRI
(1)
€’000
Rate Type
(2)
Max.
Min.
Weighted
Average
Income properties
1,124,425
3,238
Equivalent Yield
6.27%
4.75%
5.63%
Development land
(3)
5,810
n/a
Market Comparable
(per sq ft.)
€106.8
€46.5
€92.3
Total investment properties
1,130,235
(1)
WA Stabilised NRI is the NRI of each property weighted by its fair value over the total fair value of the investment properties (“WA NRI”). The
WA Stabilised NRI is an input to determine the fair value of the investment properties.
(2) The Equivalent Yield disclosed above is provided by the external valuers.
(3) Development land is fair-valued based on the value of the undeveloped site per square foot.
As at 31 December 2022
Type of Interest
Fair Value
€’000
WA
Stabilised
NRI
(1)
€’000
Rate Type
(2)
Max.
Min.
Weighted
Average
Income properties
1,310,158
2,939
Equivalent Yield
5.75%
4.10%
4.85%
Development land
(3)
6,830
n/a
Market Comparable
(per sq ft.)
€122.8
€30.1
€104.5
Total investment properties
1,316,988
(1)
WA Stabilised NRI is the NRI of each property weighted by its fair value over the total fair value of the investment properties (“WA NRI”). The
WA Stabilised NRI is an input to determine the fair value of the investment properties.
(2) The Equivalent Yield disclosed above is provided by the external valuers.
(3) Development land is fair-valued based on the value of the undeveloped site per square foot.
NOTES TO THE COMPANY
FINANCIAL STATEMENTS
(continued)
235
Supplementary Information
248
Governance
92
Strategic Report
8
Financial Statements
III. Investment Properties
(continued)
The following table summarises the changes in the investment properties portfolio during the periods:
Reconciliation of carrying amounts of investment properties
For the year ended 31 December 2023
Income
Properties
€’000
Properties
Under
Development
€’000
Development
Land
€’000
Total
€’000
Balance at the beginning of the year
1,310,158
6,830
1,316,988
Property capital investments
6,405
6,405
Capitalised leasing costs
(2)
(871)
(871)
Direct leasing costs
(3)
(28)
(28)
Disposal
(70,007)
(70,007)
Unrealised fair value movements
(121,232)
(1,020)
(122,252)
Balance at the end of the year
1,124,425
5,810
1,130,235
For the year ended 31 December 2022
Income
Properties
€’000
Properties
Under
Development
€’000
Development
Land
€’000
Total
€’000
Balance at the beginning of the year
1,332,595
18,000
7,650
1,358,245
Acquisitions
42,604
42,604
Development expenditures
4,632
4,632
Reclassification
(1)
22,632
(22,632)
Property capital investments
8,441
8,441
Capitalised leasing costs
(2)
(581)
(581)
Direct leasing costs
(3)
6
6
Disposal
(51,100)
(51,000)
Unrealised fair value movements
(44,439)
(820)
(45,259)
Balance at the end of the year
1,310,158
6,830
1,316,988
(1) The development at School Yard was reclassified from properties under development to income properties upon completion in 2023.
(2) Straight-line rent adjustment for commercial leasing.
(3) Includes cash outlays for leasing.
IV. Leases
For further information on the Leases, refer to note 6 of the consolidated financial statements.
V.
Property, Plant and Equipment
For further information on the property, plant and equipment, refer to note 7 of the consolidated
financial statements.
NOTES TO THE COMPANY
FINANCIAL STATEMENTS
(continued)
236
I-RES
Annual Report and Accounts 2023
VI. Investment in Subsidiaries
As at
31 December
2023
€’000
31 December
2022
€’000
Balance at the beginning of the year
2,240
873
Additions
1,367
Disposals
Balance at the end of the year
2,240
2,240
On 31st January 2022, the Company acquired 100% of the shares in IRES Fund Management Limited for a
consideration of €1.4 million. For further information on the acquisition of IRES Fund Management Limited, refer
to note 12 of the consolidated financial statements.
On 10th August 2022, the Company acquired 100% of the shares in IRES Residential Properties (Tara View)
Limited, formerly Bayvan Limited, for a consideration of €1.
On 22nd August 2023, the Company incorporated IRES Residential Properties (Orion) Limited and acquired 100%
of the shares for a consideration of €100.
VII. Loan Advances to Subsidiaries
As at
31 December
2023
€’000
31 December
2022
€’000
Balance at the beginning of the year
148,621
98,558
Interest income
6,218
5,651
Interest received
(4,411)
(1,534)
Advances to/(repayments from) subsidiaries
(21,108)
45,946
Balance at the end of the year
129,320
148,621
On 31 March 2015, the Company acquired the entire issued share capital of IRES Residential Properties Limited
for €0.8 million and provided financing to IRES Residential Properties Limited to repay the loan on the Rockbrook
Portfolio to CAPREIT LP. The total amount in aggregate receivable from its subsidiary amounted to €86.1 million
as at 31 December 2023 (€101.4 million as at 31 December 2022), net of repayments. This receivable is interest
bearing at 4.94% per annum fixed and repayable on demand.
On 10 August 2022, the Company acquired 100% of the issued share capital of IRES Residential Properties (Tara
View) Limited and provided financing to IRES Residential Properties (Tara View) Limited to pay the development
costs for the Tara View portfolio. The total amount in aggregate receivable from the subsidiary amounted to
€43.2 million as at 31 December 2023 (€47.2 as at 31 December 2022), net of repayments. This receivable is
interest bearing at 4.25% per annum fixed and repayable on demand.
As these receivables are repayable on demand, the carrying value is considered to be materially in line with
the fair value.
NOTES TO COMPANY
FINANCIAL STATEMENTS
(continued)
237
Supplementary Information
248
Governance
92
Strategic Report
8
Financial Statements
VIII. Loan Advances from Subsidiary
On 10 March 2020, IRES Residential Properties Limited provided the following facilities to the Company. Interest is
paid semi-annually on 9 March and 9 September of each year.
As at
Maturity
€’000
Contractual
interest rate
€’000
31 December
2023
€’000
Series A Facility
9 March 2027
1.87%
45,901
Series B Facility
9 March 2030
2.25%
22,951
Total
68,852
IX. Other Assets
As at
31 December
2023
€’000
31 December
2022
€’000
Prepayments
(1)
2,700
2,344
Deposits on acquisitions
(2)
2,459
2,462
Trade receivables
1,000
1,023
Intercompany receivable
268
1,457
Total
6,427
7,286
(1) Includes prepaid costs such as OMC Service charges, insurance and costs associated with ongoing transactions.
(2) Includes deposit paid for Ashbrook Phase 2
X.
Accounts Payable and Accrued Liabilities
As at
31 December
2023
€’000
31 December
2022
€’000
Accounts Payable and Accrued Liabilities
(1)
Rent - early payments
3,538
3,014
Trade creditors
729
636
Accruals
(2)
6,876
5,489
Value Added Tax
410
40
Intercompany payable
3,529
5,835
Total
15,082
15,014
(1) The carrying value of all accounts payable and accrued liabilities approximates their fair value.
(2) Includes property related accruals, development accruals and professional fee accruals.
XI. Bank Indebtedness
For further information on the Revolving Credit Facility, refer to note 10 of the consolidated financial statements.
NOTES TO COMPANY
FINANCIAL STATEMENTS
(continued)
238
I-RES
Annual Report and Accounts 2023
XII.
Private Placement Notes
On 11 March 2020, I-RES successfully closed the issue of €130 million notes on a private placement basis
(collectively, the “Notes”). Interest is paid semi-annually on 10 March and 10 September.
The Notes have been placed in two tranches:
As at
Maturity
Contractual
interest rate
31 December
2023
€’000
31 December
2022
€’000
EUR Series A Senior Secured Notes
10 March 2030
1.83%
90,000
90,000
EUR Series B Senior Secured Notes
10 March 2032
1.98%
40,000
40,000
130,000
130,000
Deferred financing costs, net
(1,189)
(1,217)
Total
128,811
128,783
The Notes are secured by a floating charge over the assets of the Group and a fixed charge over the shares
held by the Company in IRES Residential Properties Limited.
XIII.
Share-based Compensation
For further information on share-based compensation, refer to note 13 of the consolidated financial statements.
XIV.
Shareholders’ Equity
For further information on shareholders’ equity, refer to note 14 of the consolidated financial statements.
XV.
Revenue From Investment Properties
The Company generates revenue primarily from rental income from investment properties. Rental income
represents lease revenue earned from the conveyance of the right to use the property, including access to
common areas, to a lessee for an agreed period of time. The rental contract also contains an undertaking that
common areas and amenities will be maintained to a certain standard. This right of use of the property and
maintenance performance obligation is governed by a single rental contract with the tenant. The Company
has evaluated the lease and non-lease components of its rental revenue and has determined that common
area maintenance services constitute a single non-lease element, which is accounted for as one performance
obligation under IFRS 15 and is recognised separately to rental income.
For the year ended
31 December
2023
€’000
31 December
2022
€’000
Rental Income
67,549
66,945
Revenue from services
9,752
9,653
Car park income
1,735
1,444
Revenue from contracts with customers
11,487
11,097
Total Revenue
79,036
78,042
NOTES TO COMPANY
FINANCIAL STATEMENTS
(continued)
239
Supplementary Information
248
Governance
92
Strategic Report
8
Financial Statements
XVI.
General and Administrative Expenses
For the year ended
31 December
2023
€’000
31 December
2022
€’000
General and administrative expenses
10,100
7,213
Asset Management fee
3,895
4,235
Total recurring general and administrative expenses
13,995
11,448
Non-recurring costs
939
5,748
Total general and administrative expenses
14,934
17,196
Recurring general and administrative expenses include costs such as director fees, executives’ and employees’
salaries, professional fees for audit, legal and advisory services, depositary fees, property valuation fees,
insurance costs, asset management fee and other general and administrative expenses. The current year non-
recurring costs related specifically to the ongoing Activist interaction and requisition of an EGM.
From 31st January 2022, the asset management fee became an intercompany transaction following the
acquisition of IRES Fund Management by the Company.
XVII. Finance Cost
For the year ended
31 December
2023
€’000
31 December
2022
€’000
Financing costs on RCF
24,252
12,629
Financing costs on private placement debt
2,868
2,717
Financing costs on loan advances from subsidiary
1,385
1,393
Reclassed from OCI
(1,661)
142
Gross financing costs
26,844
16,881
Less: Capitalised interest
(94)
Total Financing costs
26,844
16,787
XVIII. Realised and Unrealised Gains and Losses on Derivative Financial Instruments
The derivative financial instruments consist of the interest rate swap entered into on 14 December 2022. For
further information on the derivative financial instruments of the Company refer to note 19 of the consolidated
financial statements.
NOTES TO COMPANY
FINANCIAL STATEMENTS
(continued)
240
I-RES
Annual Report and Accounts 2023
XIX.
Financial Instruments, Investment Properties and Risk Management
a)
Fair Value of Financial Instruments and Investment Properties
For further information on the fair value of financial instruments and investment properties, refer to note 20(a)
of the consolidated financial statements. The following table presents the Company’s estimates of the fair
value on a recurring basis based on information available as at 31 December 2023, and aggregated by the
level in the fair value hierarchy within which those measurements fall.
As at 31 December 2023, the fair value of the Company’s private placement debt is estimated to be €106.7
million. (31 December 2022: €100 million). The fair value of the Company’s loan advances from subsidiary is
estimated to be €70.9 million. (31 December 2022: €72.7 million). The change in fair value is due to changes in
interest rates since the private placement debt was issued and the impact of the passage of time on the fixed
rate of the private placement debt. The fair value of the private placement debt is based on discounted future
cash flows using rates that reflect current rates for similar financial instruments with similar duration, terms and
conditions, which are considered Level 2 inputs.
As at 31 December 2023
Level 1
Quoted prices
in active
markets for
identical assets
and liabilities
€’000
Level 2
Significant
other
observable
inputs
€’000
Level 3
Significant
unobservable
inputs
(1)
€’000
Total
€’000
Recurring Measurements – Assets
Investment properties
1,130,235
1,130,235
Derivative financial instruments
1,910
1,910
1,910
1,130,235
1,132,145
Recurring Measurements – Liability
Derivative financial instruments
(2)
(2,073)
(2,073)
Total
(163)
1,130,235
1,130,072
As at 31 December 2022
Level 1
Quoted prices
in active
markets for
identical assets
and liabilities
€’000
Level 2
Significant
other
observable
inputs
€’000
Level 3
Significant
unobservable
inputs
(1)
€’000
Total
€’000
Recurring Measurements – Assets
Investment properties
1,316,988
1,316,988
Derivative financial instruments
4,772
4,772
4,772
1,316,988
1,321,760
Recurring Measurements – Liability
Derivative financial instruments
(2)
(9)
(9)
Total
4,763
1,316,988
1,321,751
(1) See note 5 of the consolidated financial statements for detailed information on the valuation methodologies and fair value reconciliation.
(2)
The valuation of the interest rate swap instrument is determined using widely accepted valuation techniques including discounted cash
flow analysis on the expected cash flows of the derivatives. The fair value is determined using the market-standard methodology of netting
the discounted future fixed cash payments and the discounted variable cash receipts of the derivatives. The variable cash receipts are
based on an expectation of future interest rates (forward curves) derived from observable market interest rates. If the total mark-to-market
value is positive, I-RES will include a current value adjustment to reflect the credit risk of the counterparty, and if the total mark-to-market
value is negative, I-RES will include a current value adjustment to reflect I-RES’ own credit risk in the fair value measurement of the interest
rate swap agreements.
NOTES TO COMPANY
FINANCIAL STATEMENTS
(continued)
241
Supplementary Information
248
Governance
92
Strategic Report
8
Financial Statements
XIX.
Financial Instruments, Investment Properties and Risk Management
(continued)
b) Risk Management
For further information on risk management, refer to note 20(b) of the consolidated financial statements.
Cash flow hedges
At 31 December 2023, the Company held the following instruments to hedge exposures to changes in
interest rates:
As at
31 December
2023
31 December
2026
31 December
2027
31 December
2030
Interest Rate Swaps
Net exposure (€’000)
15,469
Average fixed interest rate
2.50%
The amounts at the reporting date relating to items designated as hedged items were as follows:
Change in value used
for calculating
hedge ineffectiveness
(€’000)
Cashflow hedge
reserve
(€’000)
Interest rate swap
3,126
580
The amounts relating to items designated as hedging instruments and hedge ineffectiveness were as follows:
As at 31 December 2023
For the year ended 31 December 2023
Carrying amount
Nominal amount
Assets
Liability
Changes in the value
of hedging instrument
recognised in OCI
Hedge ineffectiveness
recognised in profit or loss
Line items in profit or
loss that includes hedge
ineffectiveness
Amount reclassed from
hedging reserve to profit
or loss
Line items in profit
or loss affected by
reclassification
(€’000)
(€’000)
(€’000)
(€’000)
(€’000)
(€’000)
Interest Rate Swaps
275,000
1,910
(2,073)
3,126
Gain on
derivative
financial
instruments
1,661
Financing
costs
Master netting or similar agreements
For further information on risk management, refer to note 20(b) of the consolidated financial statements.
The following table sets out the carrying amounts of recognised financial instruments that are subject to the
above agreements.
NOTES TO COMPANY
FINANCIAL STATEMENTS
(continued)
242
I-RES
Annual Report and Accounts 2023
XIX.
Financial Instruments, Investment Properties and Risk Management
(continued)
b. Risk Management
(continued)
31 December 2023
Note
Gross amounts of
financial instruments
in the statement of
financial position
(€’000)
Related financial
instruments that are
not offset
(€’000)
Net amount
(€’000)
Financial assets
Derivative financial instruments
XVIII
1,910
1,910
Financial liabilities
Derivative financial instruments
XVIII
(2,073)
(2,073)
Liquidity risk
As at 31 December 2023
Total
€’000
6 months
or less
(1)
€’000
6 to 12
months
(1)
€’000
1 to 2
years
(1)
€’000
2 to 5
years
(1)
€’000
More than
5 years
(1)
€’000
Non-derivative financial liabilities
Loan drawn down
373,020
373,020
Bank indebtedness interest
(2)
38,673
9,953
8,400
13,683
6,637
Private placement debt
130,000
130,000
Private placement debt interest
17,444
1,220
1,220
2,440
7,320
5,244
Loan advance from subsidiary
68,852
45,901
22,951
Lease liability
10,042
314
314
628
1,883
6,903
Other liabilities
7,605
7,605
Security deposits
6,517
6,517
652,153
25,609
9,934
16,751
434,761
165,098
Derivative financial liabilities
Interest rate swap:
Outflow
(3)
(15,470)
(3,438)
(3,438)
(6,875)
(1,719)
Net inflow/(outflow)
15,236
4,931
3,786
5,275
1,244
(234)
1,493
348
(1,600)
(475)
(1) Based on carrying value at maturity dates.
(2) Based on current in-place interest rate for the remaining term to maturity.
(3) Based on 1 month EURIBOR forward curve as at 31 December 2023.
As at 31 December 2022
Total
€’000
6 months
or less
(1)
€’000
6 to 12
months
(1)
€’000
1 to 2
years
(1)
€’000
2 to 5
years
(1)
€’000
More than
5 years
(1)
€’000
Non-derivative financial liabilities
Loan drawn down
457,020
457,020
Bank indebtedness interest
(2)
93,463
13,257
15,528
29,749
34,929
Private placement debt
130,000
130,000
Private placement debt interest
19,884
1,220
1,220
2,440
7,320
7,684
Loan advance from subsidiary
68,852
68,852
Lease liability
10,670
314
314
628
1,883
7,531
Other liabilities
6,126
6,126
Security deposits
7,276
7,276
793,291
28,193
17,062
32,817
501,152
214,067
Derivative financial liabilities
Interest rate swap:
Outflow
(3)
(22,345)
(3,438)
(3,438)
(6,875)
(8,594)
Net inflow
26,633
3,539
4,832
8,307
9,955
4,288
101
1,394
1,432
1,361
(1) Based on carrying value at maturity dates.
(2) Based on current in-place interest rate for the remaining term to maturity.
(3) Based on 1 month EURIBOR forward curve as at 31 December 2022.
NOTES TO COMPANY
FINANCIAL STATEMENTS
(continued)
243
Supplementary Information
248
Governance
92
Strategic Report
8
Financial Statements
XX.
Taxation
For further information on taxation, refer to note 21 of the consolidated financial statements.
XXI.
Dividends
For further information on dividends, refer to note 22 of the consolidated financial statements.
XXII.
Supplemental Cash Flow Information
Breakdown of operating income items related to financing and investing activities
For the year ended
31 December
2023
€’000
31 December
2022
€’000
Financing costs as per the statement of profit or loss and other
comprehensive income
26,844
16,787
Interest expense accrual
(1,006)
170
Capitalised interest
94
Lease interest
212
222
Less: amortisation of financing fees
(1,987)
(1,936)
Interest Paid
24,063
15,337
Changes in operating assets and liabilities
For the year ended
31 December
2023
€’000
31 December
2022
€’000
Prepayments
(356)
(114)
Trade receivables
23
188
Intercompany receivables
1,189
(4,324)
Accounts payable and other liabilities
813
857
Security deposits
(759)
51
Changes in operating assets and liabilities
910
(3,342)
Issuance of Shares
For the year ended
31 December
2023
€’000
31 December
2022
€’000
Issuance of shares
126
Issuance costs
Net proceeds
126
NOTES TO COMPANY
FINANCIAL STATEMENTS
(continued)
244
I-RES
Annual Report and Accounts 2023
XXII.
Supplemental Cash Flow Information
(continued)
Changes in liabilities due to financing cash flows
Changes from Financing Cash Flows
Non-cash Changes
Liabilities
1 January 2023
Revolving
Credit Facility
drawdown
Revolving Credit
Facility repayment
Lease payments
Financing fees
Amortisation of other
financing costs
Interest accrual
relating to derivatives
Change in fair value of
hedging instruments
31 December 2023
Bank indebtedness
457,020
10,700 (94,700)
373,020
Deferred loan costs, net
(3,282)
— (185)
1,802
(1,665)
Private placement debt
130,000
130,000
Deferred financing costs, net
(1,217)
(157)
185
(1,189)
Loan advances from subsidiary
68,852
68,852
Derivative financial instruments
9
2,064
2,073
Lease liability
8,684
(416)
8,268
Total liabilities from financing activities
660,066
10,700 (94,700)
(416) (342)
1,987
2,064
579,359
Changes from Financing Cash Flows
Non-cash Changes
Liabilities
1 January 2023
Revolving
Credit Facility
drawdown
Revolving Credit
Facility repayment
Lease payments
Financing fees
Amortisation of other
financing costs
Interest accrual
relating to derivatives
Change in fair value of
hedging instruments
31 December 2023
Bank indebtedness
420,020
93,000 (56,000)
457,020
Deferred loan costs, net
(3,398)
— (1,610)
1,726
(3,282)
Private placement debt
130,000
130,000
Deferred financing costs, net
(1,428)
211
(1,217)
Loans advances from subsidiary
68,852
68,852
Derivative financial instruments
9
9
Lease liability
9,090
(406)
8,684
Total liabilities from financing activities
623,136
93,000 (56,000)
(406) (1,610)
1,936
9
— 660,066
XXIII. Related Party Transactions
During 2015 the Company financed the purchase of the Rockbrook Portfolio on behalf of its subsidiary, IRES
Residential Properties Limited. The total amount receivable from IRES Residential Properties Limited amounted
to €86.1 million as at 31 December 2023 (31 December 2022: €101.4 million), net of repayments. The total amount
payable by the Company to IRES Residential Properties Limited amounted to €70.9 million as at 31 December
2023 (31 December 2022: €70.9 million). The loans are interest bearing and repayable on demand.
NOTES TO COMPANY
FINANCIAL STATEMENTS
(continued)
245
Supplementary Information
248
Governance
92
Strategic Report
8
Financial Statements
XXIII. Related Party Transactions
(continued)
On 31st January 2022, the Company acquired 100% of the shares in IRES Fund Management Limited. The
subsidiary provides asset management and property management services to the Company. For the year
ended 31 December 2023 the asset management and property management fees totalled €3.9 million and
€2.8 million respectively (31 December 2022: €4.2 million and €2.7 million). As at 31 December 2023 the total
amount payable to IRES Fund Management Limited was €1.1 million (31 December 2022: €2.0 million) and the
amount receivable was €0.2 million (31 December 2022: €0.5 million).
On 10th August 2022, the Company completed the acquisition of 100% of the shares of IRES Residential
Properties (Tara View) Limited, formerly Bayvan Limited, and financed the development of the Tara View
portfolio. The total amount receivable from IRES Residential Properties (Tara View) Limited was €43.3 million as
at 31 December 2023 (31 December 2022: €48.2 million). The total amount payable to the subsidiary was €0.4
million as at 31 December 2023 (31 December 2022: €1.7 million).
For further information on related party transactions, refer to note 24 of the consolidated financial statements.
XXIV. Contingencies
For further information on contingent liabilities of the Company, refer to note 25 of the consolidated financial
statements.
XXV.
Loss per Share
For further information on earnings per share, refer to note 27 of the consolidated financial statements.
For the year ended
31 December
2023
31 December
2022
(Loss)/Profit attributable to shareholders (€’000)
(96,238)
(11,322)
Basic weighted average number of shares
529,578,946
529,560,795
Diluted weighted average number of shares
(1)(2)
529,578,946
530,953,506
Basic (Loss)/Earnings per share (cents)
(18.2)
(2.1)
Diluted (Loss)/Earnings per share (cents)
(18.2)
(2.1)
(1)
Diluted weighted average number of shares includes the additional shares resulting from dilution of the long-term incentive plan options as
of the reporting period date.
(2)
At 31 December 2023, 4,596,499 options (31 December 2022: 4,596,499) were excluded from the diluted weighted average number of
ordinary shares because their effect would have been anti-dilutive.
For further information on EPRA Earnings per share, refer to note 27 of the consolidated financial statements.
EPRA Earnings per Share
For the year ended
31 December
2023
31 December
2022
(Loss)/Profit for the period (€’000)
(96,238)
(11,322)
Adjustments to calculate EPRA Earnings exclude:
Changes in fair value on investment properties (€’000)
122,252
45,259
(Profit) or losses on disposal of investment property
9
(2,812)
Changes in fair value of derivative financial instruments (€’000)
EPRA Earnings (€’000)
26,023
31,125
Basic weighted average number of shares
529,578,946
529,560,795
Diluted weighted average number of shares
529,578,946
530,953,506
EPRA Earnings per share (cents)
4.9
5.9
EPRA Earnings per share (cents)
4.9
5.9
NOTES TO COMPANY
FINANCIAL STATEMENTS
(continued)
246
I-RES
Annual Report and Accounts 2023
XXVI.
Net Asset Value per Share
For further information on net asset value per share, refer to note 28 of the consolidated financial statements.
As at
31 December 2023
EPRA NRV
EPRA NTA
(1)
EPRA NDV
(2)
Net assets (€’000)
681,678
681,678
681,678
Adjustments to calculate EPRA net assets exclude:
Fair value of derivative financial instruments (€’000)
163
163
Fair value adjustment for fixed interest rate debt (€’000)
22,858
Real estate transfer cost (€’000)
(3)
59,043
EPRA net assets (€’000)
740,884
681,841
704,536
Number of shares outstanding
529,578,946
529,578,946
529,578,946
Diluted number of shares outstanding
529,578,946
529,578,946
529,578,946
Basic Net Asset Value per share (cents)
128.7
128.7
128,7
EPRA Net Asset Value per share (cents)
139.9
128.7
133.0
As at
31 December 2022
EPRA NRV
EPRA NTA
(1)
EPRA NDV
(2)
Net assets (€’000)
810,406
810,406
810,406
Adjustments to calculate EPRA net assets exclude:
Fair value of derivative financial instruments (€’000)
(4,764)
(4,764)
Fair value adjustment for fixed interest rate debt (€’000)
30,040
Real estate transfer cost (€’000)
(3)
73,844
EPRA net assets (€’000)
879,486
805,642
840,446
Number of shares outstanding
529,578,946
529,578,946
529,578,946
Diluted number of shares outstanding
529,578,946
529,578,946
529,578,946
Basic Net Asset Value per share (cents)
153.0
153.0
153.0
EPRA Net Asset Value per share (cents)
166.1
152.1
158.7
(1)
Following changes to the Irish REIT legislation introduced in October 2019, if a REIT disposes of an asset of its property rental business and
does not (i) distribute the gross disposal proceeds to shareholders by way of dividend; (ii) reinvest them into other assets of its property
rental business (whether by acquisition or capital expenditure) within a three-year window (being one year before the sale and two years
after it); or (iii) use them to repay debt specifically used to acquire, enhance or develop the property sold, then the REIT will be liable to tax
at a rate of 25% on 85% of the gross disposal proceeds, subject to having sufficient distributable reserves. For the purposes of EPRA NTA, the
Group has assumed any such sales proceeds are reinvested within the required three year window.
(2)
Deferred tax is assumed as per the IFRS statement of financial position. To the extent that an orderly sale of the Group’s assets was
undertaken over a period of several years, during which time (i) the Group remained a REIT; (ii) no new assets were acquired or sales
proceeds reinvested; (iii) any developments completed were held for three years from completion; and (iv) those assets were sold at 31
June 2022 valuations, the sales proceeds would need to be distributed to shareholders by way of dividend within the required time frame or
else a tax liability amounting to up to 25% of distributable reserves plus current unrealised revaluation gains could arise for the Group.
(3)
This is the purchaser costs amount as provided in the valuation certificate. Purchasers’ costs consist of items such as stamp duty on
legal transfer and other purchase fees that may be incurred and which are deducted from the gross value in arriving at the fair value of
investment for IFRS purposes. Purchasers’ costs are in general estimated at 9.96% for commercial, 4.46% for residential apartment units and
12.46% for houses and duplexes.
NOTES TO COMPANY
FINANCIAL STATEMENTS
(continued)
247
Supplementary Information
248
Governance
92
Strategic Report
8
Financial Statements
XXVII.
Directors’ Remuneration, Employee Costs and Auditor Remuneration
For further information on Directors’ remuneration and employee costs, refer to note 29 of the consolidated
financial statements
XXVIII. Commitments
For further information on Commitments, refer to note 26 of the consolidated financial statements
XXIX.
Subsequent Events
For further information on subsequent events, refer to note 31 of the consolidated financial statements.
NOTES TO COMPANY
FINANCIAL STATEMENTS
(continued)
248
I-RES
Annual Report and Accounts 2023
Supplementary Information
250
Glossary of Terms
256
Forward-Looking Statements
258
Shareholder Information
259
Supplementary
Information
Tallagh Cross West,
Dublin 24
460
Residential Units
248
I-RES
Annual Report and Accounts 2023
249
249
Financial Statements
174
Governance
92
Strategic Report
8
Supplementary Information
250
I-RES
Annual Report and Accounts 2023
Alternative performance measures
The Group has applied the European Securities and Markets Authority (“ESMA”) ‘Guidelines on Alternative
Performance Measures’ in this document. An alternative performance measure (“APM”) is a measure of
financial or future performance, position or cash flows of the Group which is not a measure defined by
International Financial Reporting Standards (“IFRS”). The main APMs presented are European Public Real Estate
Association (“EPRA”) performance measures as set out in EPRA’s Best Practices Recommendations Guidelines
2019 (“BPR”). These measures are defined by EPRA in order to encourage comparability with the real estate
sector in Europe.
APM
Reconciled to IFRS measure
Reference
Definition
EPRA earnings
IFRS (loss)/profit for the
financial year attributable to
owners of the parent.
pg. 252
As EPRA earnings is used to measure the
operational performance of the
Group, it excludes all components not
relevant to the underlying net income
performance of the portfolio, such as the
change in value of the underlying
investments and any gains or losses
from the sales of investment properties.
Adjusted EPRA earnings
IFRS (loss)/profit for the
financial year attributable to
owners of the parent.
pg. 28
As EPRA earnings is used to measure the
operational performance of the
Group, it excludes all components not
relevant to the underlying net income
performance of the portfolio, such one-
off non-recurring costs and all the costs
referenced above.
EPRA earnings
per share (“EPS”)
IFRS earnings per share
pg. 252
EPRA earnings per share (“EPS”)
Adjusted EPRA
earnings per share
IFRS earnings per share
pg. 28
Adjusted EPRA earnings per share
Adjusted EBITDA
IFRS (loss)/profit for the
financial year attributable to
owners of the parent.
pg. 22
Earnings before interest, tax, depreciation
and amortisation adjusted for non-
recurring costs
EPRA Net Reinstatement
Value (“NRV”)
Total assets less total
liabilities as calculated
under IFRS (IFRS NAV)
pg. 253
This assumes that entities never sell
assets and aims to represent the value
required to rebuild the entity.
EPRA Net Reinstatement
Value (“NRV”) per share
Total assets less total
liabilities as calculated
under IFRS (IFRS NAV)
pg. 253
EPRA NRV calculated on a diluted basis.
EPRA Net Tangible Assets
(“NTA”)
Total assets less total
liabilities as calculated
under IFRS (IFRS NAV)
pg. 253
Assumes that entities buy and sell assets,
thereby crystallising certain levels
of unavoidable deferred tax.
EPRA Net Tangible Assets
(“NTA”) per share
Total assets less total
liabilities as calculated
under IFRS (IFRS NAV)
pg. 253
EPRA NTA calculated on a diluted basis.
EPRA Net Disposal Value
(“NDV”)
Total assets less total
liabilities as calculated
under IFRS (IFRS NAV)
pg. 253
Represents the shareholders’ value under
a disposal scenario, where deferred
tax, financial instruments and certain
other adjustments are calculated to the
full extent of their liability, net of any
resulting tax.
SUPPLEMENTARY INFORMATION
251
SUPPLEMENTARY INFORMATION
APM
Reconciled to IFRS measure
Reference
Definition
EPRA Net Disposal Value
(“NDV”) per share
Total assets less total
liabilities as calculated
under IFRS (IFRS NAV)
pg. 253
EPRA NDV calculated on a diluted basis.
EPRA Net Initial Yield
(“EPRA NIY”)
n/a
pg. 254
Inherent yield of the completed portfolio
using passing rent at the reporting date.
EPRA vacancy rate
n/a
pg. 254
ERV of the vacant space over the total
ERV of the completed portfolio.
IFRS net asset value
(“IFRS NAV”)
Total equity per the
consolidated statement of
financial position)
pg. 29
Total assets less total liabilities as
calculated under IFRS
Loan to value (“LTV”)/
Group Total Gearing
n/a
pg. 5
Net debt as a proportion of the value of
investment properties.
EPRA Loan to value
(“LTV”)
n/a
pg. 255
Net debt as a proportion of total assets.
Net debt
Financial liabilities
pg. 255
Financial liabilities net of cash balances
(as reduced by the amounts
collected from tenants for deposits,
sinking funds and similar) available.
Annualised Passing rent
n/a
pg. 254
Annualised gross property rent
receivable on a cash basis as at the
reporting date.
Average Monthly Rent
(“AMR”)
n/a
pg. 26
Actual monthly residential rents, net of
vacancies, divided by the total nuber
of residential units owned as at the
reporting date.
Occupancy
n/a
pg. 26
Total number of residential units
occupied over the total number of
residential units owned as at the
reporting date.
Gross Yield at Fair Value
n/a
pg. 27
Annualised passing rent at the reporting
date divided by the fair market value
of the investment properties, excludig
development land and investment
properties under development, as at the
reporting date.
EPRA Capital Expenditure
Disclosure
Amounts expended on
investment property, i.e.
property purchases and
development and
refurbishment expenditure
pg. 254
Property-related capital expenditure
analysed so as to illustrate the element
of such expenditure that is ‘maintenance’
rather than investment.
Financial Statements
174
Governance
92
Strategic Report
8
Supplementary Information
252
I-RES
Annual Report and Accounts 2023
EPRA Performance Measure
Unit
31 December
2023
31 December
2022
EPRA Earnings
€’000
27,585
30,949
EPRA EPS
€ cents/share
5.2
5.8
Diluted EPRA EPS
€ cents/share
5.2
5.8
EPRA NRV
€’000
763,470
918,957
EPRA NRV per share
€ cents/share
144.2
173.5
EPRA NTA
€’000
697,494
842,589
EPRA NTA per share
€ cents/share
131.7
159.1
EPRA NDV
€’000
727,389
887,965
EPRA NDV per share
€ cents/share
137.4
167.7
EPRA NIY
%
4.9%
4.4%
EPRA topped up NIY
%
4.9%
4.4%
EPRA vacancy rate
%
0.9%
1.2%
EPRA LTV
%
45.6%
43.8%
EPRA Earnings per Share
For the year ended
31 December
2023
31 December
2022
Profit for the year (€’000)
(116,014)
(11,820)
Adjustments to calculate EPRA Earnings exclude:
Changes in fair value on investment properties (€’000)
141,791
45,599
Loss/(profit) on disposal of investment property
418
(2,795)
Changes in fair value of derivative financial instruments (€’000)
(86)
(35)
Taxation on disposal of properties
1,476
EPRA Earnings (€’000)
27,585
30,949
Basic weighted average number of shares
529,758,946
529,560,795
Diluted weighted average number of shares
529,758,946
530,953,506
EPRA Earnings per share (cents)
5.2
5.8
EPRA Diluted Earnings per share (cents)
5.2
5.8
SUPPLEMENTARY INFORMATION
253
EPRA NAV per Share
As at 31 December 2023
EPRA NRV
EPRA NTA
(1)
EPRA NDV
(2)
Net assets (€’000)
697,331
697,331
697,331
Adjustments to calculate EPRA net assets exclude:
Fair value of derivative financial instruments (€’000)
163
163
Fair value adjustment for fixed interest rate debt (€’000)
30,058
Real estate transfer tax (€’000)
(3)
65,976
EPRA net assets (€’000)
763,470
697,494
727,389
Number of shares outstanding
529,758,946
529,758,946
529,758,946
Diluted number of shares outstanding
529,758,946
529,758,946
529,758,946
Basic Net Asset Value per share (cents)
131.7
131.7
131.7
EPRA Net Asset Value per share (cents)
144.2
131.7
137.4
As at 31 December 2022
EPRA NRV
EPRA NTA
(1)
EPRA NDV
(2)
Net assets (€’000)
847,353
847,353
847,353
Adjustments to calculate EPRA net assets exclude:
Fair value of derivative financial instruments (€’000)
(4,764)
(4,764)
Fair value adjustment of fixed interest rate debt (€’000)
40,612
Real estate transfer tax (€’000)
(3)
76,368
EPRA net assets (€’000)
918,957
842,589
887,965
Number of shares outstanding
529,578,946
529,578,946
529,578,946
Diluted number of shares outstanding
529,578,946
529,578,946
529,578,946
Basic Net Asset Value per share (cents)
160.0
160.0
160.0
EPRA Net Asset Value per share (cents)
173.5
159.1
167.7
(1)
Following changes to the Irish REIT legislation introduced in October 2019, if a REIT disposes of an asset of its property rental business and
does not (i) distribute the gross disposal proceeds to shareholders by way of dividend; (ii) reinvest them into other assets of its property
rental business (whether by acquisition or capital expenditure) within a three-year window (being one year before the sale and two years
after it); or (iii) use them to repay debt specifically used to acquire, enhance or develop the property sold, then the REIT will be liable to tax
at a rate of 25% on 85% of the gross disposal proceeds, subject to having sufficient distributable reserves. For the purposes of EPRA NTA, the
Group has assumed any such sales proceeds are reinvested within the required three year window.
(2)Deferred tax is assumed as per the IFRS statement of financial position. To the extent that an orderly sale of the Group’s assets was
undertaken over a period of several years, during which time (i) the Group remained a REIT; (ii) no new assets were acquired or sales
proceeds reinvested; (iii) any developments completed were held for three years from completion; and (iv) those assets were sold at 31
December 2023 valuations, the sales proceeds would need to be distributed to shareholders by way of dividend within the required time
frame or else a tax liability amounting to up to 25% of distributable reserves plus current unrealised revaluation gains could arise for the
Group.
(3)This is the purchaser costs amount as provided in the valuation certificate. Purchasers’ costs consist of items such as stamp duty on
legal transfer and other purchase fees that may be incurred and which are deducted from the gross value in arriving at the fair value of
investment for IFRS purposes. Purchasers’ costs are in general estimated at 9.96% for commercial, 4.46% for residential apartment units and
12.46% for houses and duplexes.
SUPPLEMENTARY INFORMATION
Financial Statements
174
Governance
92
Strategic Report
8
Supplementary Information
254
I-RES
Annual Report and Accounts 2023
EPRA Net Initial Yield (NIY)
As at
31 December
2023
€000
31 December
2022
€000
Annualised passing rent
85,288
87,401
Less: Operating expenses
(1)
(property outgoings)
(19,341)
(19,665)
Annualised net rent
65,947
67,736
Notional rent expiration of rent-free periods
(2)
Topped-up net annualised rent
65,947
67,736
Completed investment properties
1,268,550
1,477,168
Add: Allowance for estimated purchaser’s cost
65,976
76,368
Gross up completed portfolio valuation
1,334,526
1,553,536
EPRA Net Initial Yield
4.9%
4.4%
EPRA topped-up Net Initial Yield
4.9%
4.4%
(1) Calculated based on the net rental income to operating revenue ratio of 77.3% for 2023 (77.5% for 2022).
(2)For the year ended 31 December 2023
EPRA Vacancy Rate
(1)
As at
31 December
2023
€000
31 December
2022
€000
Estimated rental value of vacant space
736
974
Estimated rental value of the portfolio
80,434
82,648
EPRA Vacancy Rate
0.9%
1.2%
(1) Based on the residential portfolio
EPRA Capital Expenditure Disclosure
EPRA recommends that capital expenditures, as stated on the financial statements, be split into four
components based on the nature of the assets the expenditures were on to allow for enhanced comparability.
Namely, the categories are acquisitions, development, like-for-like portfolio, and other items.
For the year ended
31 December
2023
€000
31 December
2022
€000
Acquisitions
423
Development
4,632
Like-for-like
(1)
7,590
8,346
Other items
Total Capital Expenditure
7,590
13,401
(1) For 2023, Like-for-like is defined as properties held as of 31 December 2022.
SUPPLEMENTARY INFORMATION
255
EPRA LTV
As at
31 December
2023
€000
31 December
2022
€000
Loans & Borrowings
567,480
651,975
Net payables
16,565
14,474
Lease liability
8,268
8,684
Net derivative financial instruments
788
(7,805)
Cash and cash equivalents
(7,864)
(6,965)
Net debt
585,237
660,363
Investment properties
1,274,360
1,498,998
Property, plant and equipment
8,208
8,718
Total Property Value
1,282,568
1,507,716
EPRA LTV
45.6%
43.8%
SUPPLEMENTARY INFORMATION
Financial Statements
174
Governance
92
Strategic Report
8
Supplementary Information
256
I-RES
Annual Report and Accounts 2023
“Adjusted General and Administrative Expenses”
General and administrative expenses adjusted to
remove non-recurring costs;
“Annualised Passing Rent”
Defined as the actual monthly residential and commercial
rents under contract with residents as at the stated date,
multiplied by 12, to annualise the monthly rent;
“Average Monthly Rent (AMR)”
Actual monthly residential rents, net of vacancies, as
at the stated date, divided by the total number of
apartments owned in the property;
“Basic Earnings per share (Basic EPS)”
Calculated by dividing the profit/(loss) for the reporting
period attributable to ordinary shareholders of the
Company in accordance with IFRS by the weighted
average number of ordinary shares outstanding during
the reporting period;
“Companies Act, 2014”
The Irish Companies Act, 2014;
“Diluted weighted average number of shares”
Includes the additional shares resulting from dilution of
the long-term incentive plan options as of the reporting
period date;
“Adjusted EBITDA”
Represents earnings before lease interest, financing
costs, depreciation of property, plant and equipment,
gain or loss on disposal of investment property, net
movement in fair value of investment properties and
gain or loss on derivative financial instruments and
non-recurring costs to show the underlying operating
performance of the Group;
“Adjusted EBITDA Margin”
Calculated as Adjusted EBITDA over the revenue from
investment properties;
“EPRA”
The European Public Real Estate Association;
“EPRA Diluted EPS”
Calculated by dividing EPRA Earnings for the reporting
period attributable to shareholders of the Company by
the diluted weighted average number of ordinary shares
outstanding during the reporting period. EPRA Earnings
measures the level of income arising from operational
activities. It is intended to provide an indicator of the
underlying income performance generated from leasing
and management of the property portfolio, while taking
into account dilutive effects and therefore excludes
all components not relevant to the underlying net
income performance of the portfolio, such as unrealised
changes in valuation and any gains or losses on
disposals of properties;
“EPRA Earnings”
EPRA Earnings is the profit after tax excluding
revaluations and gains and losses on disposals and
associated taxation (if any);
“Adjusted EPRA Earnings”
Represents EPRA Earnings adjusted for non-recurring
costs to show the underlying EPRA Earnings of the Group;
“EPRA EPS”
Calculated by dividing EPRA Earnings for the reporting
period attributable to shareholders of the Company
by the weighted average number of ordinary shares
outstanding during the reporting period. EPRA Earnings
measures the level of income arising from operational
activities. It is intended to provide an indicator of the
underlying income performance generated from
leasing and management of the property portfolio and
therefore excludes all components not relevant to the
underlying net income performance of the portfolio,
such as unrealised changes in valuation and any gains
or losses on disposals of properties;
“Adjusted EPRA EPS”
EPRA EPS calculated using Adjusted EPRA Earnings;
“EPRA NAV”
EPRA introduced three EPRA NAV metrics to replace the
existing EPRA NAV calculation that was previously being
presented. The three EPRA NAV metrics are EPRA Net
Reinstatement Value (“EPRA NRV’), EPRA Net Tangible
Asset (“EPRA NTA”) and EPRA Net Disposal Value (“EPRA
NDV”). Each EPRA NAV metric serves a different purpose.
The EPRA NRV measure is to highlight the value of net
assets on a long term basis. EPRA NTA assumes entities
buy and sell assets, thereby crystallising certain levels
of deferred tax liability. Any gains arising from the sale
of a property are expected either to be reinvested for
growth or 85% of the net proceeds are distributed to the
shareholders to maintain the REIT status. Lastly, EPRA NDV
provides the reader with a scenario where deferred tax,
financial instruments and certain other adjustments are
calculated to the full extent of their liabilities.
“EPRA NAV per share”
Calculated by dividing each of the EPRA NAV metric
by the diluted number of ordinary shares outstanding
as at the end of the reporting period;
“Equivalent Yields (formerly referred as
Capitalisation Rate)”
The rate of return on a property investment based
on current and projected future income streams
that such property investment will generate. This
is derived by the external valuers and is used to
estimate the term and reversionary yields;
GLOSSARY OF TERMS
The following explanations are not intended as technical definitions, but rather
are intended to assist the reader in understanding terms used in this report.
257
GLOSSARY OF TERMS
“Group Total Gearing or Net Loan to Value (Net LTV)”
Calculated by dividing the Group’s aggregate
borrowings (net of cash) by the fair value of the
Group’s property portfolio;
“Loan to Value (LTV)”
Calculated by dividing the Group’s aggregate
borrowings by the fair value of the Group’s property
portfolio;
“Gross Yield”
Calculated as the Annualised Passing Rent as at
the stated date, divided by the fair value of the
investment properties, excluding fair value of
development land and investment properties under
development as at the reporting date;
“Irish REIT Regime”
Means the provisions of the Irish laws and regulations
establishing and governing real estate investment
trusts, in particular, but without limitation, section
705A of the Taxes Consolidation Act, 1997 (as inserted
by section 41(c) of the Finance Act, 2013), as amended
from time to time;
“LEED”
LEED stands for Leadership in Energy and
Environmental Design. It is a rating system to certify
sustainable buildings and neighbourhoods;
“Market Capitalisation”
Calculated as the closing share price multiplied by
the number of shares outstanding;
“Net Asset Value” or “NAV”
Calculated as the value of the Group’s or Company’s
assets less the value of its liabilities measured in
accordance with IFRS;
“Net Asset Value per share”
Calculated by dividing NAV by the basic number of
ordinary shares outstanding as at the end of the
reporting period;
“Net Rental Income (NRI)”
Measured as property revenue less property
operating expenses;
“Net Rental Income Margin”
Calculated as the NRI over the revenue from
investment properties;
“Occupancy Rate”
Calculated as the total number of apartments
occupied over the total number of apartments
owned as at the reporting date;
“Property Income”
As defined in section 705A of the Taxes Consolidation
Act, 1997. It means, in relation to a company or group,
the Property Profits of the Company or Group, as
the case may be, calculated using accounting
principles, as: (a) reduced by the Property Net Gains
of the Company or Group, as the case may be, where
Property Net Gains arise, or (b) increased by the
Property Net Losses of the Company or Group, as the
case may be, where Property Net Losses arise;
“Property Profits”
As defined in section 705A of the Taxes Consolidation
Act, 1997;
“Property Net Gains”
As defined in section 705A of the Taxes Consolidation
Act, 1997;
“Property Net Losses”
As defined in section 705A of the Taxes Consolidation
Act, 1997;
“Property Rental Business”
As defined in section 705A of the Taxes Consolidation
Act, 1997;
“Sq. ft.”
Square feet;
“Sq. m.”
Square metres;
“Stabilised NRI”
Measured as property revenue less property
operating expenses adjusted for market-based
assumptions such as long-term vacancy rates,
management fees, repairs and maintenance;
“Vacancy Costs”
Defined as the value of the rent on unoccupied
residential apartments and commercial units for the
specified period.
Financial Statements
174
Governance
92
Strategic Report
8
Supplementary Information
258
I-RES
Annual Report and Accounts 2023
I-RES Disclaimer
This Report includes statements that are, or may be
deemed to be, forward-looking statements. These
forward-looking statements can be identified by
the use of forward-looking terminology, including
the terms “may”, “will”, “should”, “expect”, “anticipate”,
“project”, “estimate”, “intend”, “continue”, “maintain”,
“forecast”, “potential”, “target” or “believe”, or, in each
case, their negative or other comparable terminology,
or by discussions of strategy, plans, objectives, trends,
goals, projections, future events or intentions. Such
forward-looking statements are based on the beliefs
of management as well as assumptions made and
information currently available to the Company.
Forward-looking statements speak only as of the
date of this report and save as required by law, the
Irish Takeover Rules, the Euronext Dublin Listing Rules
and/or by the rules of any other securities regulatory
authority, the Company expressly disclaims any
obligation or undertaking to release any update of,
or revisions to, any forward-looking statements or
risk factors in this report, including any changes in
its expectations, new information, or any changes in
events, conditions or circumstances on which these
forward-looking statements are based.
Due to various risks and uncertainties, actual events
or results or actual performance of the Company
may differ materially from those reflected or
contemplated in such forward-looking statements.
No representation or warranty is made as to
the achievement or reasonableness of and no
reliance should be placed on, such forward-looking
statements. There is no guarantee that the Company
will generate a particular rate of return.
FORWARD-LOOKING STATEMENTS
259
SHAREHOLDER INFORMATION
Head Office
South Dock House
Hanover Quay
Dublin 2, Ireland
D02 XW94
Tel: +353 (0)1 557 0974
www.i-res.ie
Directors
Hugh Scott-Barrett (Chair)
Margaret Sweeney (CEO)
Brian Fagan (CFO)
Declan Moylan
Denise Turner
Joan Garahy
Phillip Burns
Stefanie Frensch
Tom Kavanagh
Investor Information
Analysts, shareholders and others seeking
financial data should visit I-RES’ website at
https://investorrelations.iresreit.ie or contact:
Chief Executive Officer
Margaret Sweeney
Tel: +353 (0)1 557 0974
E-mail: investors@iresreit.ie
Company Secretary
Anna-Marie Curry
Tel: +353 (0) 1 557 0974
E-mail: companysecretary@iresreit.ie
Registrar And Transfer Agent
Computershare Investor Services (Ireland) Limited
3100 Lake Drive
Citywest Business Campus
Dublin 24, Ireland
Tel: +353 (0)1 447 5566
Depositary
BNP Paribas Securities Services, Dublin Branch
Trinity Point
10-11 Leinster Street South
Dublin 2, Ireland
Auditor
KPMG
1 Stokes Place
St. Stephen’s Green
Dublin 2, Ireland
Legal Counsel
McCann FitzGerald
Riverside One
Sir John Rogerson’s Quay
Dublin 2, D02 X576 Ireland
Sponsor and Corporate Broker
Davy
Davy House
49 Dawson Street
Dublin 2, D02 PY05
Ireland
Corporate Broker
Barclays Investment Bank
1 Churchill Place
Canary Wharf
London, E14 5HP
United Kingdom
Stock Exchange Listing
Shares of I-RES are listed on Euronext Dublin under
the trading symbol “IRES”.
Supplementary Information
Financial Statements
174
Governance
92
Strategic Report
8
260
I-RES
Annual Report and Accounts 2023
NOTES
www.i-res.ie