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®
Helping travellers to
HOSTELWORLD
ANNUAL REPORT 2022
Our Mission
Help travellers find
people to hang out with
1
About Hostelworld Group
Hostelworld Group Plc is a ground-breaking social network powered
Online Travel Agent (OTA) focused on the hostelling category, with
a clear mission to help travellers find people to hang out with. Our
mission statement is founded on the insight that the vast majority
of travellers go hostelling as a means to meet other people, which
we facilitate through a series of social features on our platform that
connect our travellers in hostels and cities based on their booking
data. To date the strategy has been extraordinarily successful,
generating significant word of mouth recommendations from our
customers and strong endorsements from our Hostel partners.
Founded in 1999, Hostelworld is a well-known trusted brand with
almost 250 employees across 11 countries; hostel partners in over
180 countries; and a strong commitment to building a better world in
all that we do. In particular, our focus in the last few years has been
on improving the sustainability of the hostelling industry, through
our membership of the Global Sustainable Tourism Council (GSTC);
our active involvement in the Global Tourism Plastics Initiative
(GTPI); our partnerships with Bureau Veritas to establish emissions
benchmarks for the hostelling industry; and our recent partnership
with South Pole to be a Climate Neutral Group in 2021 and 2022.
2
Financial Review
|
Hostelworld Annual Report 2022
3
Highlights
Net gross merchandise
value (GMV)
€470.1m
2021: €116.7m
Unique
customers
1.8m
2021: 0.7m
Total travellers
(PAX)
7.7m
2021: 2.4m
Net
revenue
€69.7m
2021: €16.9m
Net
bookings
€4.8m
2021: €1.5m
Net average booking
value (ABV)
€14.90
2021: €12.11
Net
bednights
17.4m
2021: 5.4m
Countries
with properties
182
2021: 180
Property
reviews
14.2m
2021: 13.7m
Adjusted EBITDA
profit/(loss)
€1.3m
2021: €(17.3)m
Operating
loss
€(13.6)m
2021: €(33.1)m
Cash and
cash equivalents
€19.0m
2021: €25.3m
Net asset
position
€52.2m
2021: €67.1m
Employees
at 31 December
241
2021: 215
4
Contents
|
Hostelworld Annual Report 2022
5
Contents
Overview
8
Our Journey
12
Our Mission
14
The Solo System Experience
Strategic Report
18
Chairman’s Statement
23
Chief Executive’s Review
28
Financial Highlights
29
Financial Review
33
Principal Risks and Uncertainties
46
Viability Statement
51
Sustainability at Hostelworld
69
Our People and Culture
77
Section 172 – Statement of Compliance
– S172 (1) of the Companies Act, 2006
Governance
90
Directors’ Biographies
92
Corporate Governance Report
105 Nomination Committee Report
112
Audit Committee Report
120
Remuneration Committee Report
146
Directors’ Report
155
Independent Auditor’s Report to the
Members of Hostelworld Group PLC
Financial Statements
168
Consolidated Income Statement
168
Consolidated Statement of
Comprehensive Income
169
Consolidated Statement of Financial Position
170
Consolidated Statement of Changes in Equity
171
Consolidated Statement of Cash Flows
172
Notes to the Consolidated Financial Statements
213
Company Statement of Financial Position
214
Company Statement of Changes In Equity
215
Notes to the Company Financial Statements
Additional Information
222
Appendix 1: Alternative performance measures
225
Appendix 2: Shareholder information
227
Appendix 3: Definition of terms
Image credits:
Inside front cover:
UGC – instagram @stayhostelrhodes
Pages 6-7, 13, 16-17, 21, 85 and 153:
© 2023 Getty Images
Page 25:
Simon Maage, Unsplash;
Page 68:
Brooke Cagle, Unsplash
Page 2:
Somos, Costa Rica;
Page 4:
The Hat, Madrid, Spain;
Page 18:
Viajero Hostels, Cartagena, Colombia;
Page 22:
Generator, Denmark, Copenhagen;
Page 31:
Casa Gracia, Barcelona, Spain;
Page 32:
TOC, Madrid, Spain;
Page 47:
Mad Monkey Koh Rong Samloem, Cambodia;
Page 50:
Bambuda Lodge, Bocas del Toro, Panama;
Page 53:
Palmar Beach Lodge, Bocas del Toro, Panama;
Page 57:
Distant Relatives Ecolodge Backpackers, Kilifi, Kenya;
Page 77:
Travellers Oasis, Cairns, Australia;
Pages 88-89:
Sant Jordi Sagrada Familia, Barcelona, Spain;
Page 99:
Palmar Beach Lodge, Bocas del Toro, Panama;
Page 109:
Black Llama Hostel, Lima, Peru;
Page 119:
Penthouse on 34, Kuala Lumpur, Malaysia;
Page 125:
Wombats, London, England;
Pages 166-67:
Castle Rock Hostel, Edinburgh, Scotland;
Pages 220-21:
PARS Teatro, Barcelona, Spain;
Page 232/Inside back cover:
Madpackers Pushkar, Pushkar, India
Overview
8
Our Journey
12
Our Mission
14
The Solo System Experience
8
Overview
|
Hostelworld Annual Report 2022
Our Journey
Group
acquired by Hellman &
Friedman LLC, a US
private equity firm
Acquired
the Hostels.com
business and brand
Launched
the Hostelworld website
providing an online booking
platform and back-end property
management system
Opened
office in Shanghai
Acquired
the Hostelbookers
business, based
in the UK
1999
2009
2003
2013
2006
9
Released
new suite of Hostelworld
booking apps for
iOS and Android
2014
Listed
on the London and
Euronext Dublin
Stock Exchanges
Rebranding
of Hostelworld with
‘Meet The World
®
2015
Opened
technology
development
centre in Porto,
Portugal
2017
Developed
the “Roadmap to
Growth” programme
Appointed
new management team
2018
10
Overview
|
Hostelworld Annual Report 2022
Our Journey
continued
First OTA
to become a signatory
of the Global Tourism
Plastics Initiative (GTPI)
Switched
to Progressive Web
Application – a website
that feels just like our App
Launched
Beds 4 Backpackers to help
stranded travellers during the
COVID-19 global pandemic
2020
Celebrated
20 years of Hostelworld
Invested
in Counter App Limited,
a provider of tailored
management solutions
for the hostel industry
Announced
strategic investment
in Goki Pty Limited
Innovative
hardware and consumer
app solution to fully automate
check-in and door access control
2019
11
Redesigned
our website
Launched
Roamies – a partnership
with G Adventures
Became
a Climate Neutral
Company (awarded
July 2022 in
respect to 2021)
Commenced
ambitious platform
modernisation strategy
Migrated
to the cloud
2021
2022
Launched
social features on
iOS and Android
Partnered
with Bureau Veritas to
validate that hostels
are a more sustainable
travel option to hotels
Commenced
‘Staircase to Sustainability’
initiative with hostels
(working with GSTC)
Accredited
with Investors in Diversity
bronze accreditation
Migrated
technical platform from
cloud hosted to cloud native
12
Overview
|
Hostelworld Annual Report 2022
This is the cornerstone of our strategy to deliver
profitable growth and increased cash generation:
Our unique ‘customer need’ led strategy drives
new customer growth, strong retention rates
of high value customers and revenue growth
Our app centric delivery model lowers our
unit marketing costs and expands margins
Our operating model is asset light, scalable
with increased operating leverage and highly
cash generative
Our hostels benefit by obtaining high value
customers who understand the hostelling
experience at a lower distribution cost. In return
we receive market leading rate and availability
competitiveness and exclusive inventory.
Hostelworld hostelling fundamentals:
Favourable demographics
Our key customer base, millennial and gen z, are
now the largest (52%) global population cohort
(1)
Aligned with travel needs
Growing demand for experiential travel and
solo travel among this cohort
The most sustainable travel option
Hostels produce only 25% of the CO
2
compared to a hotel on a per bed basis
(2)
Investment in the category
Hostels deliver up to 1.4x the returns of
hotels, due to higher revenue per m2
(3)
(1)
World Economic Forum and Bloomberg analysis of UN World Population Prospects,
August 2018
(2)
Bureau Veritas Report “Understanding the carbon impact of hostels v hotels” 2022
(3)
Christie & Co. Research –‘The Hostel Market, Iberian Peninsula’
, February 2020
Our Mission: Help
travellers find people
to hang out with
13
14
Overview
|
Hostelworld Annual Report 2022
The Solo System Experience
We’ve always known that our customers choose to stay
in hostels as a means to meet other people. By powering
social connections through our platform before our
customers even get to their destination, we are giving them
an incredibly compelling reason to book with Hostelworld.
We will continue to launch more social products in 2023
including LinkUps, a feature that encourages travellers
to create gatherings and social activities.
Gary Morrison, CEO
Connecting travellers
before they arrive
15
Staying true to our mission,
Linkups
has been designed for travellers to
connect and hang out.
Whether it’s joining them for a gig,
a sightseeing trip, or a bite to eat,
Linkups
will bring travellers together
to do the things they love. After a
successful trial in London and Lisbon,
Linkups
will roll out globally in 2023.
Travellers are using
Chat
in our app
to start getting to know the people
they’ll meet.
Available 14 days before check-in,
they’re finding new friends to
welcome them on arrival.
Chat
makes solo travel less daunting
and more accessible, broadening their
pool of connections with City Chats,
Hostel Chats and Travel Interest Chats.
Travellers can use
Chat
up until 3 days
after check-out.
Say Hello (Before you go!)
Travellers Chat before they arrive
Go from Solo to Social,
on your own terms
Introducing Linkups,
how travellers meet
Strategic
Report
18
Chairman’s Statement
23
Chief Executive’s Review
28
Financial Highlights
29
Financial Review
33
Principal Risks and Uncertainties
46
Viability Statement
51
Sustainability at Hostelworld
69
Our People and Culture
77
Section 172 – Statement of Compliance –
S172 (1) of the Companies Act, 2006
18
Strategic Report
|
Hostelworld Annual Report 2022
Chairman’s Statement:
Michael Cawley
Introduction
Despite the challenges which
Omicron and travel restrictions
presented, 2022 has been a
year of recovery and growth
for Hostelworld. It was a
notable year for the business,
marked by a renewal of
booking demand, revenue growth and the delivery
of a positive adjusted EBITDA in line with market
guidance. Our innovative and differentiated ‘social’
strategy has enabled the Group to capitalise on the
welcome return of travel demand. Since the launch in
April 2022 of the social network features on our iOS and
Android platforms we have seen a significant increase
in the volume of bookings through our Apps. Our
mission, to ‘enable travellers find people to hang out
with’
, has resonated strongly with our customers and
our social network
features has helped begin the journey of building a
community of like-minded travellers. This strategy is
helping to drive increased revenues, lower direct
marketing costs as a percentage of revenue and will
deliver improved profitability.
Throughout the year we have seen a good recovery and
growth in net bookings and net revenue as the impact
of the Omicron variant receded and governments
lifted restrictions on international travel. Some regions
recovered earlier than others. Asia, in particular was
weak but by year end after the easing of restrictions
in China it too was firing on all cylinders. Such was the
strength of demand that activity levels in some countries
exceeded 2019 levels throughout 2022. This has given
us confidence both in the continuing popularity of
hostelling and in Hostelworld’s ability to grow its share
in the sector.
19
This revival in demand has been achieved while
maintaining excellent cost discipline. I am pleased to
report that operating costs (excluding paid marketing,
exceptional items and share option charges) are below
2019 levels (-13.4%), reflecting both cost management
measures implemented in recent years to reduce fixed
costs and operational efficiencies facilitated by our
platform modernisation. We believe there is no conflict
between our goal to be the leading OTA for hostellers
while being exceptionally disciplined on cost.
Sustainability
Reflecting our commitment to a sustainable future, and
in keeping with our UK listing and financial disclosure
requirements, the business focused on its compliance
with the requirements of the Taskforce for Climate
related Financial Disclosures (“TCFD”). Complying
with the TCFD recommendations, we have disclosed
information across the following key areas: Governance,
Strategy, Risk Management, and Metrics and Targets
(further details are provided on pages 54 to 67).
I am pleased with the significant progress we have made
in executing our ESG strategy in 2022. The Group
welcomed the publication of a report by leading
sustainability and compliance specialist Bureau Veritas,
which confirmed that hostels are approximately
three-quarters less carbon intensive than hotels, with
hostels producing 75% less Scope 1 and Scope 2 carbon
emissions than hotels on a per-bed basis. Further detail
is included on page 52. Given the age profile of our
customer cohort and the importance it justifiably
attaches to sustainability we believe hostelling
offers them the most sustainable option for their
accommodation needs. Consequently, this affords
Hostelworld, as the only OTA exclusively promoting
hostels, a unique opportunity to create a distinct
competitive advantage among sustainability
conscious travellers.
As part of our commitment to focus hostels on the
importance of sustainability, we partnered with Bureau
Veritas to develop a bespoke sustainability measurement
20
Strategic Report
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Hostelworld Annual Report 2022
Chairman’s Statement
continued
and management system for hostels. This framework,
‘Staircase to Sustainability’
, is the first of its kind and is
based on the Global Sustainable Travel Council’s
(GSTC’s) sustainability criteria. This innovative
programme, tailored to the hostelling industry, will
enable hostels to showcase their sustainability
credentials, thereby advancing the category’s inherent
competitive advantage.
In partnership with emission reduction experts South
Pole, the Group made further progress on executing
its ESG strategy by achieving climate neutral status in
respect of 2021 and 2022.
Furthermore, the Group also remains committed to
reducing its own carbon emissions and complies with
the requirements of the Science Based Targets initiative.
In 2022 the Group reduced our absolute Scope 1 and 2
emissions by over 42%, over base year 2021. Further
detail is set out on pages 64 and 65.
Capital structure and dividend
Our principal objective is to deliver growth that
drives long-term sustainable value creation for our
shareholders. Overseen by the Board, the Group
continues to work on a number of key capital
allocation priorities to maximise shareholder returns:
(1) re-financing the existing €30m term loan drawn
down in February 2021 to reduce leverage and
interest costs (current outstanding debt €34.3m)
(1)
;
(2) working with the Irish Revenue Commissioners to
agree a schedule of repayments in respect of €9.4m
warehoused payroll tax which was extended to
companies by the Irish government as a COVID-19
financial support; and (3) continued investment in the
business to deliver long term growth.
The Board continues to believe that the payment of
dividends would not be in the best interests of the
business for the foreseeable future.
(1)
PIK interest due €4.3m
Your Board contributing effectively
As Chairman I am pleased to report that your Board
continues to operate effectively in its ongoing
assessment of strategy and business performance,
overseeing the culture of Hostelworld and ensuring
meaningful progress continues to be made in the
important area of diversity and inclusion. Long-term
succession planning for senior executive roles and
Board members continued to be a core focus area in
2022. Details of the Board’s work in this important area
is set out in the Corporate Governance Statement on
pages 92 to 145. The composition of the Board is fully
compliant with the 2018 UK Corporate Governance
Code. The Board has undertaken an appraisal of the
Directors, as well as an evaluation of the performance
of the Board and each sub-committee, both of which
concluded that the Board is functioning effectively.
Colleagues, customers and shareholders:
I wish to thank my Board colleagues and the
management team for their commitment, energy, and
strategic insight in guiding the business back to
profitable growth despite a very challenging operating
environment. I also want to pay tribute to our excellent
staff for the resilience, determination and creativity
they have demonstrated throughout this most difficult
time. Together with the management team, they have
re-built the business on very strong foundations. Despite
some macro-economic uncertainties, I am very confident
that 2023 will be another year of strong growth for the
business. Furthermore, I am encouraged by the Group’s
long-term opportunities and prospects and believe that
Hostelworld is well positioned to capitalise on strong
demand for travel.
Finally, I would like to express my sincere thanks to
our shareholders for your continued support.
Michael Cawley
Chairman
21 March 2023
21
22
Strategic Report
|
Hostelworld Annual Report 2022
23
Chief Executive’s Review:
Gary Morrison
I am pleased to report we
made solid progress on all
elements of our strategy
in 2022.
In particular we launched our
App centric social strategy in
April 2022, driven by the
insight that the vast majority of travellers in our category
choose to go hostelling as a means to meet other
people, which we facilitate through our social features
that connect our travellers in hostels and cities based
on their booking data 14 days before their arrival date.
To date, the strategy has been very successful,
generating significant growth in App bookings, word
of mouth recommendations by our customers, and
strong endorsements from our hostel partners.
In parallel we also continued to invest in our marketing
technology platform, which enables us to allocate
marketing spend to maximise new customer acquisition,
underpinned by our ability to predict the lifetime value
of these new customers versus their acquisition cost
in a very granular fashion. We also made solid progress
on modernising our platform to enable us to support
faster execution of our growth strategy. This included
migrating our entire company to the cloud and exiting
our on-premise data centres.
Finally, the Group continues to progress its
Environmental, Social and Governance agenda; and in
particular our partnership with South Pole on climate
neutral accreditation and with our hostel partners to
promote the inherent sustainability advantages of
hostel accommodation.
Executing our growth strategy
During 2022 we continued to execute our highly
differentiated growth strategy, which capitalises
on the unique needs of the hostelling category. In
particular, our growth strategy seeks to capitalise on
three unique attributes of our customers and their
needs as a category, relative to the mainstream
leisure travel category.
Helping our customers find people to hang out
with while travelling
One of the key differentiating features of our category
is that the vast majority of our customers, 60% of which
are travelling solo, choose to stay in hostels as means
to meet other people in person (not because they are
cheap). We also know from looking at reviews on our
platform and posts by our customers on third party
social networks that when our customers meet people
to hang out with, the experience is magical.
Driven by this insight, we launched a series of social
features in our iOS and Android apps in April and June
2022 respectively, using the data from our platform
to help our travellers find people to hang out with.
In essence, these features help our travellers understand
what kinds of travellers will be staying at a hostel on
the dates they are shopping for, and other chat room-
based features that help them meet other travellers
in both the hostel and the destination based on their
shared interests.
Overall, I am very pleased with the take up of these
features to date. By year end, 50% of our bookings were
being made by customers who had opted in to the
social network (social members); and more than 80%
of our social members were using the features while
travelling. Moreover, we observed that these social
features were attracting more profitable customers.
In the first six weeks post-acquisition (new customers
acquired April – September 2022) social members were
4x more likely to be recruited via the App; make 1.6x the
number of bookings; and twice as likely to make these
bookings via the App.
Over the next 18 months, we plan to build more value
into the social network through richer user profiles,
richer messaging capabilities and recommendations
type features to help our travellers find more people
to hang out with, and more fun things to do together.
Over time, I expect that these features will encourage
more travellers in the hostelling category to use our
platform, and eventually provide confidence for other
youth/student travellers to meet new people to hang
out with via solo travel in hostels.
24
Strategic Report
|
Hostelworld Annual Report 2022
Chief Executive’s Review
continued
Leveraging our customer’s booking patterns to
optimise marketing allocation
A second differentiating feature of our category is
the nature of hosteller booking patterns compared
to mainstream leisure travellers. The vast majority of
mainstream leisure travellers tend to take a single
destination trip, once a year or less. This is in sharp
contrast to hostellers, the majority of whom go on a
trip comprising multiple destinations, with some taking
multiple trips per year, and with many coming back
over several years.
The relatively high frequency of customer bookings over
time post-acquisition, coupled with the characteristics
of the bookings themselves has enabled us to build
accurate customer booking models for our category that
predict the future revenue of new customer cohorts
after only 28 days of observation. This in turn, enables
us to invest a greater proportion of revenue in new
customer acquisition with a high degree of confidence
in the future revenue of these new customers, and
confidence in the return of those marketing investments
over time.
Following the launch of our social strategy we now have
additional valuable data points from our social network
to power our new customer acquisition activities, given
that new customers who sign up to the social network
(social members) are significantly more profitable than
non-social members. This distinction allows us to refine
our new customer acquisition activities using the
common attributes of more valuable social members
as a targeting mechanic in addition to broad based
targeting of the hostel traveller category.
Providing additional relevant travel products to
our customer base
The third differentiating feature of our category is in the
nature of the additional travel products purchased
compared to mainstream leisure customers. In general,
mainstream leisure customers will tend to purchase
ancillary products such as ground transportation,
car rentals, and things to do when they arrive in
the destination.
Hostellers, on the other hand, are much more interested
in other group orientated travel products which provide
additional opportunities to find people to hang out with.
These products would include opportunities to meet
other hostellers staying in the same destination for walks,
bike rides, eating out and pub crawls; and events that
hostels create and operate themselves for their guests.
To that end, in August 2022 we launched Linkups in
two pilot destinations on our social network which
enables our customers to set up their own group events
for others to join in that destination. We then publish
these Linkups (group events) to all of our customers
who will be in the same destination at the same time
as the group event date. Similar to our hostel product,
we also show our customers who else has signed up
for each event, so that they can get an idea as to what
kind of other travellers they will meet at the event.
So far, the pilot results have been encouraging, and
we plan to release a variant in 2023 that will enable
Hostels to load their own group event catalogues in
the same way onto our network.
Investing in our platform
Over the course of the year, we also made solid
progress on modernising our platform. This included
migrating our entire technology stack to the cloud in
the first half of the year and exiting our on-premise
data centres. During the second half of the year,
we started the process of upgrading our key legacy
backend applications to make them “cloud native”.
Over the midterm, migrating from a cloud hosted stack
to a series of cloud native applications will deliver many
advantages, such as application level “on demand”
scaling, a more flexible microservices based architecture,
and more opportunities to use off the shelf features
from our cloud services provider, such as artificial
intelligence and machine learning optimisation engines.
Collectively, these technology benefits will flow through
into reduced hosting costs and enable faster execution
of our growth strategy.
In parallel, we also completed the acquisition of the
remaining shares in Counter App Limited in March 2022
and completed bringing the platform in house in early
May 2022. Hostelworld first invested in Counter App
Limited in November 2019 to create a next generation
hostel Property Management System (PMS) platform
to replace our legacy PMS platform Back Pack Online
(BPO). At that time, we chose to partner with Counter’s
founders based on our belief in their vision of a mobile
centric platform built specifically for the needs of the
hostel industry. Over the last two plus years, the
Counter team has made good progress towards their
vision with Counter.app recently ranked 21st best
PMS product out of 195 by Hotel Tech Report
(a leading property technology review site).
25
26
Strategic Report
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Hostelworld Annual Report 2022
Chief Executive’s Review
continued
As part of the original shareholders’ agreement, we
included an option for Hostelworld to take full ownership
of Counter in accordance with an acquisition process
which was to commence in November 2022. Earlier this
year, we agreed with Counter’s founders to accelerate
the timeline by which we would acquire full share
ownership and thus full operational control of the
platform. This enabled us to more tightly integrate
Counter into Hostelworld’s ecosystem to accelerate its
growth and align it more fully with our overall platform
modernisation strategy.
Progressing our ESG agenda
In parallel with helping millions of travellers in our
category Meet The World
®
, we are also committed to
building a better world in everything we do.
Making sustainability a competitive advantage
over time
Over the last 12 months, we have continued to see
growing evidence of the importance of sustainability in
travel across all stakeholders in the travel ecosystem.
Within the hostelling category itself, more than half of
our customers now report that “Sustainability plays a
role in where I stay” and more than half of our hostel
partners report that they are actively working on
sustainability initiatives.
More broadly, we are continuing to see the evolution
and broad adoption of sustainable travel “standards”
maintained by third party bodies such as the UNWTO,
GSTC and Travalyst; and the emergence of sustainability
related disclosure filing requirements, driven by TCFD.
All these developments point towards one outcome
– companies operating in the travel industry will be
expected to do more, and disclose more fully, their
programmes to reduce the impact of travel on the
environment. With this rapidly evolving context, we
have organised our approach to Sustainability as three
linked initiatives
The first initiative relates to developing a data driven
fact base that we, and our hostel partners can use
to promote hostelling as the most sustainable
accommodation option available. To that end, earlier this
year, we collaborated with Bureau Veritas to calculate
the Scope 1 & 2 emissions of a representative group of
hostels and compared these with the publicly available
emissions data from a representative group of hotel
chains. In September 2022, Bureau Veritas published
its findings, indicating that the hostelling category emits
approximately a third of the Scope 1 and Scope 2
emissions (tCO
2
e) on a per bednight basis compared
to a one-night stay in a typical hotel chain. This type of
data is invaluable for ourselves and our hostel partners
to inform and educate young travellers that staying in
Hostels is the most sustainable form of accommodation.
The second initiative takes the first initiative one step
further, by investing in providing a common framework
for our hostel partners to not only showcase their
sustainability credentials on our platform, but also
make progress to more sustainable operations. To that
end, we have been working closely with our hostel
partners, the Global Sustainable Tourism Council
(GSTC) and a number of other relevant bodies to build
out a set of relevant sustainability criteria based on
GSTC standards; and exploring ways to capture a
hostel’s compliance with these criteria in a
standardised low-cost way, appropriate to the size
and means of the small businesses in our category.
Eventually in Q4 2023 / Q1 2024, we plan to surface
compliance to these criteria on our site, such that our
customers can make more informed decisions as to
where to stay.
Finally, our third initiative relates to reducing our own
emissions, and I am pleased to report during 2022 we
were awarded climate neutral status in partnership
with South Pole, through our investment in various
climate offset projects to fully offset our own
emissions . Furthermore, we are also complying with
the requirements of the Science Based Targets
initiative and in 2022 reduced our Scope 1 & 2
emissions by over 42%, over base year 2021. Further
detail is included on pages 64 and 65.
Investing in our employees and hostel partners
and communities
This year saw us further enhance our agile approach
to working, introducing a host of new policies and
initiatives to support our employees. We launched the
Hostelworld Mental Health Champions programme, to
raise awareness on the importance of mental health,
and offering our teams peer support across our global
locations. In addition, Diversity, Equity and Inclusion
became a key focus throughout the year, with 100%
of our People Managers receiving Inclusive Leadership
Training, and a variety of thought provoking and
motivating events being hosted, celebrating periods
such as International Women’s Day, Pride Month, and
Black History Month. We are also proud to have become
supporters of the 30% Club Ireland in May of this year
and having been awarded the Investors in Diversity
Bronze Accreditation by the Irish Centre for Diversity.
27
More generally, the reduction in travel restrictions at
the beginning of the year also paved the way for us
to restart our regional hostel conferences and local
hostel events. In April 2022 we held our first in person
hostel conference since 2019 in Copenhagen, and
hosted smaller events in Rome, Porto and Lisbon. These
events provide a unique opportunity for us to promote
our strategy, share industry trends and solicit feedback
from our hostel partners. In parallel with these in person
events, we continued to run webinars across all our
geographies, and ran our Extraordinary HOSCARS once
again this year introducing new categories such as
The Eco Warrior and The Digital Nomad.
Finally, as we seek to Build a Better World and positively
impact the communities we work and live within, we
introduced volunteering days to enable our team to
give back, while offering matched charity donations
when our employees choose to give back by donating
recognition awards or referral bonuses through
company led charity initiatives.
Continuing to enhance our approach to
corporate governance
During 2022, we continued to enhance our governance
procedures to ensure sound and informed decision
making in the business and at board level to ensure
compliance with the recommendations of the TCFD
framework. Following amendments made to the Board
Charter in 2021 which established climate risk and
sustainability issues as matters requiring on-going
board oversight, an ESG Steering Committee led by the
CFO met monthly and provided updates to the board
at each scheduled board meeting during the year.
The board reviews progress against the various
elements of our ESG strategy and provides the right
blend of oversight and leadership in making sure that
the business is run in a socially responsible way.
Summary
Over the course of 2022, we have demonstrated
the capacity of our business to capitalise on market
demand as it returned, and through a combination of
operational progress, disciplined cost control and
the launch of our innovative ‘social’ strategy, we have
returned the business to profitable growth. This is a
significant milestone for our business, and I would
like to thank each and every one of our employees for
their commitment and hard work towards laying these
strong foundations for a successful future. I also want
to thank our shareholders for their continued support.
As I look to 2023, I am pleased to see that our social
network growth strategy is continuing to gain traction
with our customers and delivering as anticipated and
will become even more valuable for customers and
hostel partners as more members join the network.
As outlined in our Capital Markets Day we expect
continued growth of our social network to drive growth
in revenue, margins and EBITDA, which coupled with an
asset light operating model will drive increased operating
leverage and strong cash conversion.
Overall, I continue to believe that our business is well
positioned and firmly on track to deliver the medium-
term targets presented at our Capital Markets Day in
November 2022.
Gary Morrison
Chief Executive Officer
21 March 2023
28
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Hostelworld Annual Report 2022
Financial Highlights
Net
bookings
4.8m
2021: 1.5m
Net
revenue
€69.7m
2021: €16.9m
Net average booking
value (ABV)
*
€14.90
2021: €12.11
Gross merchandise
value (GMV)
*
€470.1m
2021: €116.7m
Direct marketing costs
per net booking
*
€8.63
2021: €8.53
Direct marketing costs
as a % of net revenue
*
59%
2021: 76%
Operating expenses
€83.1m
2021: €49.5m
Operating loss for the year
€13.6m
2021: €33.1m
Loss for the year
€17.3m
2021: €36.0m
Basic loss per share
(14.71)
cent
2021: (30.96) cent
Adjusted EBITDA profit/(loss)
*
€1.3m
2021: €(17.3)m
Adjusted EBITDA margin
*
2%
2021: (102)%
Adjusted loss
per share
*
(5.97)
cent
2021: (22.12) cent
Cash and
cash equivalents
€19.0m
2021: €25.3m
Adjusted free cash
flow absorption
*
(521)%
2021: (131)%
Net asset position
€52.2m
2021: €67.1m
*
The Group uses Alternative Performance Measures (APMs) which are non-IFRS measures to monitor the performance of its operations and of the Group
as a whole. These APMs along with their definitions are provided in the Appendix 1 which form part of the Annual Report.
29
Financial Review:
Caroline Sherry
Revenue
Revenue for the period was
€69.7m, an increase of 312%
compared to 2021 (2021:
€16.9m) driven by strong
booking demand as key
markets recovered and travel
restrictions eased.
The Group’s net bookings totalled 4.8m (2021: 1.5m).
Net Average Booking Value (ABV), the average value
paid by a customer for a net booking, increased by
23% in 2022 (2021: 30% increase) to €14.90 (2021:
€12.11), driven predominantly by bed price inflation
factors relating to destination specific recovery rates
where a higher proportion of bookings came from
higher-value destinations such as Europe and North
America and longer length of stay bookings.
Net GMV, which is the gross transaction value of bookings
on our platform less cancellations, totalled €470.1m in
2022 (2021: €116.7m).
The deferred revenue provision at year end totalled
€3.0m (2021: €1.0m), and accounts for bookings with
a free cancellation option, where the cancellation date
has not yet passed. Cancellation rates have normalised
post COVID-19 and we have noted a higher portion of
customers opting for the flexibility of a free cancellation
booking option, post COVID-19.
Operating expenses
Operating expenses before impairment totalled €83.1m
(2021: €49.5m), with €28.6m of the €33.6m yearly
increase driven by an increase in direct marketing
spend, as a result of recovering booking demand. Total
marketing spend was €42.2m in 2022 (2021: €13.8m)
with direct marketing costs totalling €41.4m (2021:
€12.8m). Direct marketing costs as a percentage of net
revenue improved to 59% (2021: 76%) due to a decline
in cancellation rates and an increase in conversion.
H1 2022 marketing spend was elevated driven by
Omicron where we experienced lower conversion rates
in destinations where some level of restrictions persisted
and higher cancellation rates. Marketing costs
normalised in H2 2022 at circa 50-55%. This was due
to a combination of normal travel patterns resuming in
primary markets and the app-centric social strategy
driving marketing efficiencies, with more customers
booking in iOS and Android applications.
The Group’s operating loss amounted to €13.6m
(2021: €33.1m), a year on year decrease of €19.5m.
This was primarily driven by a combination of an increase
in net revenue of €52.8m, offset by an increase in direct
marketing costs of €28.6m and in staff costs of €2.9m
(excluding the impact of capitalised development labour).
The remaining cost base remains largely consistent
year on year as the Group continues its focus of
maintaining our operating cost base and eliminating
unnecessary spend.
The Group also incurred a foreign exchange loss of
€0.7m (2021: loss €0.4m) which arose due to the
strengthening of the US dollar against the Euro.
Adjusted EBITDA profit of €1.3m (2021: loss of €17.3m)
was driven by strong booking recovery.
Exceptional items
Exceptional items are identified due to their nature or
materiality to help the reader form a better view of
overall and adjusted trading. The Group incurred €0.8m
of exceptional cost items in 2022. €0.5m related to a
final settlement paid to the founder of Counter App
Limited, in respect of an exit from their shareholders’
agreement, and €0.3m in relation to settlement costs
for the final stage of a group-wide reorganisation
(2021: €0.6m). The new structure organises the
Group’s marketing, product, development and
analytics employees into autonomous growth teams.
Share based payment
The Group has incurred a total share-based payment
expense of €2.4m (2021: €2.2m) relating to equity
settled share-based payment transactions.
€0.7m (2021: €0.7m) relates to costs incurred for the
Group’s Long-Term Incentive Plan (“LTIP”) schemes.
The 2019 LTIP grant which was due to vest in 2022,
did not vest.
€1.7m (2021: €1.4m) has been recognised in relation to
the Group’s Restricted Share awards (“RSU”) scheme.
In February 2022 50% of the RSU share award granted
in 2021, in lieu of a cash bonus, vested and the remaining
50% vested in February 2023 (February 2023: 1,027,653
shares vested, February 2022: 1,184,211 shares vested).
30
Strategic Report
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Hostelworld Annual Report 2022
Financial Review
continued
During 2022 the Company granted a new RSU award
to selected employees, including the Executive Directors
and members of the management team. A total of
3,339,084 nil cost awards were granted. These awards
will vest after three years dependent upon the
participant being employed by Hostelworld as of the
vesting date and satisfactory personal performance.
The balance of the award expense is in relation to the
Save As You Earn (“SAYE”) scheme.
€2.4m (2021: €nil) was transferred from the share-based
payment reserve to retained earnings for expired and
exercised share-based awards.
Earnings per share
Basic loss per share for the Group was 14.71 cent
(2021: 30.96 cent).
Adjusted loss per share was 5.97 cent per share (2021
loss per share: 22.12 cent per share). During 2022,
the company issued 1.2m shares to satisfy SAYE and
restricted share awards granted by the Company at a
value €0.01 per share. The weighted average number
of shares in the period was 117.3m (2021: 116.3m) and
the total number of shares at the balance sheet date
was 117.5m (2021: 116.3m).
Finance costs
The Group incurred €4.3m of finance costs in 2022
(2021: €3.5m). Cash interest of €1.3m
(2021: €nil) was
paid to HPS Investment Partners LLC (or subsidiaries or
affiliates thereof). Under the terms of the agreement
the Group elected to capitalise all interest into the loan
balance in year 1 of the facility. In year 2 the Group
has elected to capitalise 4% and pay cash interest of
a margin of 5% plus Euribor.
Taxation
The Group corporation tax charge for 2022 is €0.2m
(2021: €0.2m) and primarily relates to our UK, Spanish
and Portuguese operations where tax losses from our
Irish operations cannot be utilised.
The Group is carrying a deferred tax asset of €9.2m
(2021: €8.4m). The current year deferred tax credit of
€0.8m (2021: €0.8m) relates to a deferred tax asset
recognised in the current year for capital allowances
not utilised and available for future offset. Deferred tax
assets are recognised to the extent that it is probable
that future taxable profits will be available against which
any unused tax losses and unused tax credits can be
utilised. Future taxable profits allowing recoverability
of the deferred tax asset have been estimated using
the Board approved 2023 budget and further four-year
outlook. The Group has been loss making since 2020
as a direct consequence of COVID-19. The Group is
budgeted to return to a profit before tax driven by a
recovery to normal trading, which forms the basis of
the recoverability of the deferred tax asset.
The Group has availed of the Irish Revenue tax
warehousing scheme and deferred payment of all Irish
employer taxes from February 2021 to March 2022.
The total amount warehoused at 31 December 2022
was €9.4m (2021: €8.0m). The Group has agreed with
the Irish Revenue Commissioners to not repay any
balance due on the warehoused facility until April
2024. The Group will incur an interest charge of 3%
from 01 May 2023 on the outstanding warehoused
liability. The Group continues to monitor and comply
with the appropriate Revenue guidelines applicable to
this scheme.
Development labour
Total intangible asset additions amount to €4.5m
(2021: €4.3m) relating to work performed on our social
strategy, platform modernisation and a new app 2.0
rolled out in 2022. This balance includes €2.1m
(2021: €1.7m) of staff costs capitalised during the year.
The year on year increase is due to the volume of time
spent in 2021 on experimentation and other non
capitalisable work, such as migrating to the cloud.
Liquidity and financing
At the balance sheet date cash and cash equivalents
totalled €19.0m (2021: €25.3m), including €750k
(2021: €750k) of restricted cash relating to a rental
guarantee in place. The Group has maintained strong
discipline over its costs, and during peak trading in
spring and summer 2022 the Group generated cash.
The Group has borrowings of €31.1m (2021: €28.2m).
In February 2021 the Group signed a €30m 5-year term
loan facility with certain investment funds and accounts
of HPS Investment Partners LLC (or subsidiaries or
affiliates thereof). An amount of €28.8m, net of original
issue discount, was drawn down on 23 February 2021.
The facility bears interest at a margin of 9% per annum
over EURIBOR. The Group will look to refinance the
facility in 2023 to obtain lower margin interest rate costs.
31
Related parties
Related party transactions are disclosed in note 23 to
the Group’s financial statements.
Dividend
The Board will not pay a cash dividend under its current
policy in respect of the 2022 financial year. Any payment
of cash dividends will be subject to the Group generating
adjusted profit after tax, the Group’s cash position, any
restrictions in the Group’s banking facilities and subject
to compliance with Companies Act 2006 requirements
regarding ensuring sufficiency of distributable reserves
at the time of paying the dividend.
Caroline Sherry
Chief Financial Officer
21 March 2023
32
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Hostelworld Annual Report 2022
33
Principal Risks and Uncertainties
The Board takes overall responsibility for identifying the nature and extent of the risks to
be managed by the Group to ensure the successful delivery of its strategic and business
priorities. The Audit Committee monitors certain risk areas and the internal control system,
as set out in the report on governance. The Group’s Risk Register identifies key risks including
emerging risks and monitors progress in managing and mitigating these risks and is reviewed
regularly during the year by the Audit Committee and at least annually by the Board. Emerging
risks are identified from areas of uncertainty, which may not have a significant impact on the
business currently but may have the potential to adversely affect the Group in the future.
The Group’s Risk Register process is based upon a standardised approach to risk identification,
assessment and review with a focus on mitigation. Each risk identified is subject to an
assessment incorporating likelihood of occurrence and potential impact on the Group.
The Group’s Risk Register is subject to review by the Executive Leadership Team (ELT)
prior to reporting to the Audit Committee and the Board.
The Board has reviewed the principal risks and uncertainties against the wider macroeconomic
environment which Hostelworld operates in currently, taking into consideration inflationary
and other financial related risks as well as consideration of the risks associated with continuing
geopolitical conflicts, climate risk and COVID-19. We recognise, in particular, that climate
change poses a number of physical (such as extreme weather events affecting customer
willingness to travel or the availability of hostels) and transition-related (such as stakeholder
perception) risks and opportunities for our business. We take a risk-based collaborative
and strategic approach to climate change. We are aligning internal processes with the
recommendations of the TCFD. The Group has a detailed climate related Risk and
Opportunities Register which is included on pages 57 to 62.
The most material risks facing the Group are set out in the following table, together with
comments on how they are managed to minimise their potential impact. While the following
table is not prioritised nor an exhaustive list of all risks that may impact the Group, it is the
Board’s view of the principal risks at this point in time. Individually or together, these risks
could affect the Group’s ability to operate as planned and could have a significant impact on
revenue and shareholder returns. Additional risks and uncertainties, including those that
have not been identified to date or are currently deemed immaterial, may also, individually
or together, have a negative impact on the Group’s revenue, returns, or financial condition.
The Board also considered its obligations in relation to providing both the annual viability and
going concern statements and its conclusions can be found on pages 46 to 49, within
pages 150 to 151 to the Director’s Report and note 1 to the consolidated financial statements.
34
Strategic Report
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Hostelworld Annual Report 2022
Principal Risks and Uncertainties
continued
No
Category
Description and Impact
1
Macro-economic
Conditions
The Group’s financial performance is largely dependent on the wider availability of, and
demand for, travel services.
Travel services are enabled by the freedom of movement of people nationally and
internationally without prohibitive restrictions. Moreover, it is supported by affordable air,
ferry and train fares at significant scale, and similarly good access to accommodation.
The demand for travel services is influenced by a range of macroeconomic circumstances
and their impact on consumers discretionary spending levels. Economic activity,
employment levels, inflation, interest rates, currency movements and access to credit are
among the factors that can impact travel demand.
2
Impact of COVID-19,
terrorism, geopolitical
conflicts, and other
uncontrollable events
on leisure travel
There remains a risk of travel restrictions relating to new strains or waves of COVID-19. This
could adversely affect the Group’s business in impacted regions. We are also exposed to the
ability of other businesses within the travel industry to meet increased demands as restrictions
ease. Employee staff shortages and flight cancellations negatively impact our business.
The continued threat of terrorist attacks in key cities and on aircraft in flight may reduce the
appetite of the leisure traveller to undertake trips, particularly to certain geographies, resulting
in declining revenues.
Geopolitical conflicts, climate change, natural disasters or other adverse events outside of
the control of the Group may also reduce demand for or prevent the ability to travel to
affected regions.
3 People
The Group is dependent on its ability to attract, retain and develop creative, committed and
skilled employees so as to achieve its strategic objectives. Due to the impact of the COVID-19
pandemic, the Group took actions to restructure the organisation which commenced in 2020
and concluded in 2022, to ensure the organisation is designed to optimally deliver our strategic
priorities. Such restructures, which included reducing headcount, can impact employee
morale and engagement levels.
The Group had been feeling the effects of the global increase in attrition related to COVID-19
(“the great resignation”), and although attrition has slowed in 2022, the Group is finding it
increasingly difficult to remain competitive to attract talent, which has the potential to further
disrupt the business.
The Group has a key dependency on attracting and retaining employees in engineering,
quality assurance, product management and data roles to facilitate delivery of projects and
maintain site and infrastructure stability. Identifying and securing top talent is becoming
increasingly difficult in a competitive market. Due to the increased demands in terms of
remuneration and benefits in the talent market, in addition to expectations around location
and flexibility, particularly in the technology sector, there is a risk that attrition will rise again
unless we continue to keep pace with the market and ensure our total reward offering for
new and existing hires is on-par with the industry standard.
All of this presents several significant risks, including increased attrition, difficulty retaining
valuable key employees, increased time to hire, weakening of our employer brand and
therefore ability to attract high calibre talent, potential negative impact on employee morale,
productivity and overall engagement, an adverse impact on our culture, and resource
constraints; any of which could adversely impact our business and reputation.
p
risk increased

risk unchanged
risk decreased
35
Management and Mitigation
Direction of change
Management and the Board regularly monitor a range of trading, market and economic indicators to
determine any risk to financial performance due to macroeconomic uncertainties, and any potential
mitigating actions required.
The Group’s revenue and customer base is global, with a dispersed population of users, and a
geographically dispersed set of destinations. While market conditions may decline in certain regions,
the globally diversified nature of the business helps to mitigate this with circa 60% of destination
markets in Europe and circa 40% in rest of world.
Rising inflation rates can impact customer discretionary spending and reduce their ability to travel.
However, this is potentially offset by the evidence of pent-up demand across the industry as a result
of an inability to travel through COVID-19.
In circumstances where events cause a material decline in consumer travel behaviours and patterns
on a global scale, management will take necessary actions to conserve cash.
p
Our target 18-34
-year-old population tend to be flexible as to destination and are less risk adverse.
Their trips tend to be a ‘rite of passage’ rather than a more discretionary or optional vacation resulting
in less aversion to these risks and more flexibility in configuring trips around restrictions.
The Group is taking meaningful action to retain employees and has implemented HR policies and
people processes to enable retention of key talent; namely moving permanently to a hybrid working
model and the introduction of an Agile Working policy, a Working From Abroad policy, paid wellness
days and volunteering days to promote engagement, flexibility and work-life blending.
The Group have recognised that an increased investment in career development and training of our
people is key to employee engagement and in 2022 recruited a dedicated learning and development
specialist within our HR team, with robust plans to support the development of individuals as well as
the people management population across 2023.
Robust external benchmarking has ensured there is better understanding of the competitiveness of
the reward offering. Employees identified as key talent/critical skills were awarded various retention
plans in a bid to retain.
Having completed a headcount reduction in response to COVID-19, the Group closely monitor
headcount. While larger technology companies were making announcements relating to significant
headcount cuts, we avoided this and will continue to assess headcount needs in 2023.
The Group currently operates from five global offices, which provides flexibility for location of key
talent, and has further increased its reach to attract talent by new locations in Germany, Spain and
Italy. The Group also engages with a 3rd party ‘Employer of Record’ to be able to hire talent from
countries where we don’t have an entity.
A Non-Executive Director fulfils a workforce engagement role as set out in the 2018 UK Corporate
Governance Code.
p
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Hostelworld Annual Report 2022
Principal Risks and Uncertainties
continued
No
Category
Description and Impact
4
Data security
We are an innovative technology company dependent on sophisticated software applications
and computing infrastructure.
The security of confidential business information we generate when engaging in e-commerce
and the personal data we capture from customers and employees is essential to maintaining
consumer and travel service provider confidence in our services. As an online platform, we
are constantly exposed to cyber security related threats in the form of internal and external
attacks or disruption on our systems or those of our third-party suppliers.
Our flexible hybrid working model, our work from anywhere policy as well as our engagement
of contractors dispersed in various jurisdictions, increases the data security challenges faced
by the business.
As the business pursues its social strategy and this strategy evolves, data security shifts into
sharper focus with the extended categories of data shared.
In 2022, the migration of the e-commerce platform to the cloud was completed. The security
risks of cloud computing vary depending on the delivery model used, but many of the risks
extend into every type of cloud solution.
The Group’s IT Platforms must comply with GDPR regulations and stay scalable, robust
and reliable.
5 Cyber
The Group is susceptible to cyberattacks which could compromise the integrity of our systems
and the security of our data. Cyberattacks by individuals, groups of hackers, and state
sponsored organisations are increasing in frequency and sophistication and are constantly
evolving. The Group expects this risk to become more difficult to manage as the tools and
techniques used in such attacks become ever more sophisticated.
The recent move of internal systems to the cloud brings further cybersecurity challenges.
There is a risk that the Group’s current technical, administrative, and physical IT security
framework may not be successful in safeguarding our information assets against cybersecurity
attacks. This may result in bad actors stealing customer information, transaction data or other
proprietary information. There is also a risk of infiltration of the Group’s systems through
cyberattacks carried out on third party vendors or contractors of the Group.
There is a risk that internal resources will not have the necessary skills to ensure that data and
systems hosted in the cloud will not be exposed due to inexperience or misconfiguration.
There is a risk that insurance companies will impose limitations on cover to prevent
adequate insurance protection in the event of a cybersecurity attack.
37
Management and Mitigation
Direction of change
The Group takes the protection of our customer and employee personal data very seriously. We maintain
controls and policies to comply with laws that apply to our business, address evolving security threats,
and support business innovation and growth.
All employees undertake comprehensive IT security and data protection training at induction and complete
annual refresher training.
We have a robust and comprehensive data privacy, security and protection compliance programme in
place. We operate a supplier onboarding process that includes a detailed review of the data flows,
GDPR considerations and interrogation of the integrity of the IT security of the supplier. We constantly
risk assess our vendors, the personal data they process and the maturity of controls in relation to
information security and data protection, and schedule periodic reviews of controls in place.
Our information security controls are aligned to leading industry standards, ISO27001:2017 and NIST
Cyber Security Frameworks. We are PCI compliant with the guidelines of the payment card industry
and are audited to these standards.
We have a data protection compliance framework in place that is aligned to our on-going obligations
under the GDPR, ePrivacy Directive and other applicable laws. We have invested and continue to
invest in our own data protection compliance resources to monitor and ensure compliance including a
bespoke data privacy management software tool. We employ a Data Protection Officer (DPO) who is
responsible for informing, advising and monitoring compliance on all matters relating to the protection
of personal data in the Group. Our DPO is supported by designated data protection champions
throughout the business.
Due to our hybrid working policy we continually assess the risks of remote access. We use Single Sign
On and Multi Factor Authentication to ensure adequate protection.
We work closely with an expert solution provider in the architecture and provisioning of cloud services,
as well as a certified security company for independent vulnerability and security scanning.
We work closely with our product teams to review evolutions in our social strategy to ensure privacy
by design in respect of all projects and iterations of existing projects.

The Group expends significant resources to protect against cybersecurity breaches and regularly
increase our security-related expenditures to maintain or increase our systems’ security.
Due diligence is performed on all third-party vendors to ensure that sufficient and appropriate security
controls exist to protect Hostelworld data and systems.
The Group have an arrangement in place with a specialist third party firm to monitor network activity
and to detect, neutralise, and report any unusual activity to our corporate IT function.
IT policies, procedures, and cyber security initiatives are reviewed and updated regularly to address
the changing regulatory environment, including data privacy regulations, and to mitigate the evolving
cyber security threat.
Procurement processes have been developed to ensure that third party onboarding includes thorough
due diligence prior to the execution of agreements. Cloud-relevant training has been identified and
internal resources continue to be upskilled in this area.
p
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Hostelworld Annual Report 2022
Principal Risks and Uncertainties
continued
No
Category
Description and Impact
6 Financial
The Group’s activities expose it to a variety of financial risks. The Group’s revenues and costs
are impacted by rising inflation rates, which may also deter our customers from travelling.
Foreign exchange movements may impact travel decisions and travel patterns by customers,
as travel from one market into another (operating with a different currency) becomes more
expensive. Furthermore, the Group is exposed to translation risk which occurs if the Group
has a surplus or deficit in a foreign currency which changes in value over time.
The Group has a €30m term loan facility in place with certain investment funds and accounts
of HPS Investment Partners LLC (or subsidiaries or affiliates thereof). The Group’s term loan
facility creates repayment obligations and covenants, reporting to the involved brokers and
lenders, and requires constant monitoring of our leverage position and liquidity metrics. The
facility bears an interest at a margin of 9.0% per annum over EURIBOR. Increases in interest
rates increases the cost of the facility. Without a return to strong trading levels it is not certain
that the Group can meet the covenants set out under the term loan facility agreement.
7
Competition
The risks posed by competition could adversely impact our market share and future
growth of the business. While we face a number of key risks under competition, in each
the competitor we reference is likely to have more resources than we do to enable them
to compete more effectively.
There is risk in relation to supply whereby competition from direct competitors, alternative
accommodation operators, and disruptive new entrants may lead to a loss of key accommodation
suppliers. They may achieve this through their ability to absorb revenue losses and/or additional
costs in order to compete on price or bidding strategy, their ability to grow core inventory
base (both in terms of property count and destination coverage), and their ability to enhance
product features faster through depth of resources.
There is risk posed by Google or other large market players broadening their offering and
becoming a direct competitor.
Changes in customer behaviour (for instance post COVID-19 a customer may prefer a private
room to a public dorm) may lead to a loss in customer traffic and demand for our services
and/or an increase in customer acquisition costs.
There is a risk that the hostels on which we are reliant give their supply as exclusive inventory
to our competitors.
8
IT Platforms and
technological
innovation
Over recent years the ever-increasing pace of change of new technology, new infrastructure,
and new software offerings have changed how customers research, purchase, and experience
travel. Notable shift changes include mobile networks, mobile applications, meta-search
providers, display advertising, and social communities.
Unless we continue to stay abreast of technology innovation and change, we risk becoming
irrelevant to the modern customer. Technology evolves rapidly, and updates can become
quickly obsolete.
The Counter business currently sits outside the main Hostelworld.com development
environment and needs to be consolidated which could mean a risk of disruption to service.
39
Management and Mitigation
Direction of change
The Group proactively manages financial risk by seeking to minimise potential adverse effects on its
financial performance.
Foreign exchange movements may impact travel decisions and travel patterns by customers, but typically
there is a degree of inherent hedging. In a normal trading environment, USD revenue receipts approximate
related USD marketing outflows which mitigates FX translation risk. The Group minimises holdings of
excess non-euro currency above anticipated outflow requirements.
The Group has established a disciplined framework, including key ratios and KPIs, of forecasting and
reporting which is regularly reviewed and challenged by management to ensure compliance with the
loan facility’s obligations and covenants, and affordability of repayment terms including interest.

Our primary mitigation is the execution of our strategy and to capitalise on our unique market position.
We target new customer acquisition and grow the most profitable customer cohorts (with focus on
Customer Lifetime Value/Customer Acquisition Cost) by optimising overall marketing investment.
We strengthen the Group’s core platform in order to improve its flexibility and the experience of
our customers.
We focus on expanding our global footprint, meeting emerging demand while also strengthening our
overall product offering.
We leverage the capabilities of our partnerships to ensure we are delivering best in class and the most
advanced technology-based solutions for our customers and hostel partners.
We evaluate strategic opportunities to diversify away from exclusive dependence on OTA business
and develop a broader experiential based travel offering to our customers.
We roll out commercial agreements to secure competitive rates and inventory across our property
base. We make use of the “solo system” and “social cues” strategy to gain access to increased
inventory and ward off other platforms from competing in this space.

We focus on staying current with new trends in technology development and customer behaviour.
We invest a significant amount of our product and user experience functions on research and
development and interacting with similar companies both within and external to travel.
We leverage the capabilities of partnerships to ensure we are delivering best in class and the most
advanced tech-based solutions for our customers and hostel partners.
The Group has continued with the ongoing modernisation of our underlying platform to enable us to
support faster execution across our core platform. We will work on onboarding the Counter business
into our Hostelworld development environment in 2023 so that it benefits from this modernisation
and investment.
p
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Principal Risks and Uncertainties
continued
No
Category
Description and Impact
9
Third party reliance
We rely on hostel accommodation providers to supply us with our inventory. The majority of
our revenue is generated by hostels who are connected to third party channels. If these
channels do not make required updates that allow hostels access our latest features, we
may fall behind competitive offerings. If these parties suffer from an outage, it will lead to a
potential loss in supply.
Given COVID-19 and ongoing financial pressures, with our hostel partners in particular, there
is increased risk of properties going out of business, no longer operating in the hostel category,
or removing significant hostel elements from their properties.
We rely on a number of key third party providers in relation to systems and service providers.
Any interruption in service from any of these providers may lead to a loss in revenue, loss in
site and app functionality, increased input from customer services and engineer time, and
ultimately if we experience multiple failures we risk reputational and brand damage.
The Group relies on payment processors and payment card schemes to execute certain
components of the payments process. We generally pay these third parties interchange
fees and other processing and gateway fees to help facilitate payments from customers to
our travel service provider partners. There is a risk that the Group may not maintain its
relationships with these third parties on favourable terms or that these transaction fees
imposed by these providers are increased.
10
Search engine
algorithms
A large proportion of traffic to our websites is generated through internet search engines such
as Google, from non-paid (organic) searches, and through the purchase of traffic from travel
related user queries/searches (paid searches).
We therefore rely significantly on practices such as Search Engine Optimisation (SEO) and
Search Engine Marketing (SEM) to improve our visibility in relevant search results. Search engines,
including Google, frequently update and change the logic that determines the placement
and display of results of a user’s search, which can negatively impact placement of our paid
and organic results in search results. Google algorithms have become very sophisticated.
We also use algorithms to determine the optimal bid (price) for each user acquisition.
We risk being significantly behind in our marketing strategy. Particularly, in respect of paid
searches, our costs to improve or maintain our placement in search results can increase. This
could result in a decrease in bookings, and thus revenue, and an increase in costs. It could also
result in having to replace free traffic with paid traffic, which would negatively impact margins.
Furthermore, the algorithms that determine our customer acquisition price are dependent on
user level data that may not be provided where users do not consent. Since we are placing
a bid for each relevant user query to be acquired, the granularity and precision is extremely
important for efficient investment allocation.
Changes and developments in the algorithms can happen in a rapid fashion and it is critical
for Hostelworld to remain up to date.
11
Climate change,
sustainability and
corporate social
responsibility
Climate change and sustainability continue to be areas of increased focus for the Group and are
further evolving as areas of heightened concern with our internal and external stakeholders.
There is a request for more accountability from our customers, employees, and other stakeholders
as to what the Group is doing to limit its direct and indirect impact on climate change.
Listing rule developments require tangible reporting on climate disclosures (by virtue of TCFD)
including identified metrics and targets to measure the Group’s progress on its sustainability
journey. Other legal and regulatory requirements also impact reporting required from the Group
and keeping abreast of all developments in the area is a key risk.
Physical climate change risks such as extreme weather events could affect our inventory
competitiveness and results of operations. In addition, transitional climate change risks such
as changes in stakeholder expectations, travel patterns, technologies, and policy and regulation
may affect the Group and results of operations.
There is a risk that we do not meet shareholder expectations regarding our target setting and
performance against creating a more sustainable operating environment.
We also know that our consumer base feels strongly about making sustainable travel choices
and our hostels look to us for guidance in the area of sustainability, requiring us to help to
support this group of stakeholders.
41
Management and Mitigation
Direction of change
We focus on maintaining good relationships with hostels and vendors.
We work closely with hostel partners and hostel associations to monitor all key developments in the
market. We regularly temperature check the sector both broadly through mass communications and
surveys or using more focused means including face to face meetings or one on one calls to ensure
that our recorded data is as up to date as possible.
Risk assessment and due diligence controls are carried out in respect of each third-party provider.
We try to identify alternative providers where possible which includes consideration of the effort of
transferring services. Material vendors are subject to an annual business review, which is coordinated by
the dedicated internal procurement function, where all key risk areas are reviewed. In addition, all vendor
contracts and requests must be processed through the Group’s purchasing & contract review process.
For services providers we ensure contractual obligations dictate minimum functionality and speedy
resolution of issues. We put alerts in place to immediately capture any downtime and replicate as much
functionality as possible in-house.
The Group has made preparations in the event hostel partners and/or key service providers fail. The
Group closely monitors the financial health of key suppliers and taking steps to mitigate risks.

The Group invests heavily in recruiting and retaining key personnel with the requisite skills and capabilities
in paid and non-paid searches.
This in-house expertise is supplemented by the deployment of leading technology tools and their
continuous development to align and match changes in search engine algorithms.
The search marketing team works closely with Google to understand any changes in functionality to the
Google Ads platform so that we can avail of any efficiencies in our search traffic. The Group participates
in alpha and beta feature tests that give Hostelworld first mover advantage with new functionality that
can help drive efficiency.
We continue to enhance our skillsets in house and capabilities by partnering with third party vendors
to enhance our search engine optimisation.

Climate change issues may impact travel decisions and travel patterns by customers but is mitigated to
the extent that our business is a global one, with a dispersed population of users, and a geographically
dispersed set of destinations. We take climate risk into consideration in our forecasting and budgeting
processes. Further detail is included on page 48 of the Viability Statement and page 63 within sustainability.
For ESG and TCFD the related steercos received specific training from a third-party provider. We also
engage with third parties’ specialists for additional support where required, including monitoring the
environment for any changes in requirements that could affect the Group.
As an e-commerce business based in five office locations around the world with 241 employees, whilst
our Scope 1 and Scope 2 carbon footprint is relatively small, we recognise that the Group has a role to
play in protecting our environment. We have set out the metrics and targets we use to monitor our
footprint on pages 66 and 67.
Our goal is to work with hostels on their own Staircase to Sustainability initiatives. We have begun to
work on a hostel facing sustainability plan to address asks from both the consumer audience and the
hostel partners. This work will see hostel efforts being showcased on the platform, allowing customers
to see precisely what areas a hostel has made progress in. The first step in the execution of this work
will be an educational programme for partner hostels to surface the bespoke framework we have created
for the sector. We are also recognising efforts, in the areas of Community and Eco particularly, in our
annual HOSCAR awards.
p
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Hostelworld Annual Report 2022
Principal Risks and Uncertainties
continued
No
Category
Description and Impact
12 Regulation
Regulatory and legal requirements and uncertainties around these could subject the Group to
business constraints, increased regulatory and compliance costs or otherwise harm our business.
Our business is global and highly regulated. We are exposed to issues regarding competition,
licensing of local accommodation and experiences, language usage, web-based trading,
consumer compliance, tax, intellectual property, trademarks, data protection and information
security and commercial disputes in multiple jurisdictions.
The recommendations of the Task Force on Climate-Related Financial Disclosures (TCFD)
place an onus on the Group to disclose its compliance. The Group needs to stay aware of all
future regulation and policy changes within sustainability.
Payment Services Directive Two (PSD2) is an EU Directive that applies to payment services in
the EU and regulates the authentication process for accepting credit cards, which the Group
need to comply with. The Group is also subject to payment card association rules and obligations
under our contracts with the card schemes and our payment card processors, including the
Payment Card Industry Data Security Standard (PCI DSS).
The EU Package Travel Directive (the PTD) sets out broad requirements such as local registration,
certain mandatory financial guarantees, disclosure requirements and other rules regulating
the provision of travel packages and linked travel arrangements.
Changes to the rules regarding the use of “cookies” on our website and mobile applications
have the potential to impact on our ability to serve our customers. Cookies are valuable tools
for the Group that we use to enhance our customers’ experiences and increase conversion.
The GDPR and ePrivacy Directive require “opt-in” consent before certain cookies can be
placed on a user’s computer or mobile device.
The e-Commerce Directive currently means that the Group cannot be held liable for content
merely published on its platform, however the Digital Services Act seeks to place greater
obligations on companies in relation to content moderation as well as transparency reporting
with the imposition of fines for non-compliance.
As the Group’s social strategy evolves, the scope of content which may require moderation
increases drastically. The development of social features also places greater focus on our
GDPR compliance in relation to transparency, legitimacy of processing and data security and
data retention.
The Group is also subject to new sign-up regulations including the DAC 7 EU Tax directive.
Any addition of new regulatory material that needs to be collated upon sign up, will slow
down the operations of GMT and could impact the number of properties added to the site each
year. If there is a reclassification of what is a ‘hostel’ in any locality, this could impact how we
choose to display property categorisations on our site. Also, even if a licence is collated upon
sign up, the laws within each city can change, resulting in a closure of properties and removal
of beds from Hostelworld.
13
Business continuity
Failure in our IT systems or those on which we rely such as third party hosted services could
disrupt availability of our booking engines and payments platforms, or availability of administrative
services at our office locations.
Failure of business continuity planning (BCP) could result in significant disruption to service.
43
Management and Mitigation
Direction of change
The Group has an internal legal team and external legal advisors to advise the Group on current and
anticipated legal requirements. Our legal advisors monitor and advise on regulatory matters in locations
in which we provide services with a particular focus on those areas where we have local operations.
Suitably experienced resources have been engaged to ensure consumer compliance requirements,
compliance with the Listing Rules, the UK Financial Reporting Council Corporate Governance Code
and the Market Abuse Regulations.
We have a clear TCFD governance structure in place, and we utilise third parties to monitor the
landscape for any further climate and sustainability related changes which may impact the Group.
The Group have been working with the Central Bank of Ireland to ensure the Group is compliant with
the PSD2 EU Directive.
We have appointed external insurance brokers to help us ensure we have the appropriate insurance in
place on the best possible terms. In April 2022 we carried out an audit in conjunction with an independent
insurance broker to ensure that our insurance policies and limits reflect the risk environment and reflect
industry standard.
We have expanded our ability to offer customers their preferred method of payment in the most efficient
manner on all our platforms.
The provisions of the Digital Services Act have been subject to a detailed review and the implications in
relation to social functionality and customer review have been fully assessed and necessary processes
are being updated in advance of statutory application.
The wider legal framework is also kept under review pertaining to online safety and media
regulation requirements.

As an e-commerce organisation, the Group’s BCP focuses on the continued operation of consumer facing
products and related services to ensure our e-commerce trading systems can continue to process
bookings. The Group has worked with external advisors to produce robust documented business
continuity and disaster recovery capabilities.
The ongoing modernisation programme of both Corporate IT and the website to cloud based services
increases resilience to business interruption.
We updated our standard supplier terms to provide more robust and comprehensive contractual
provisions regarding force majeure (covering epidemics/pandemics) and BCP (requiring suppliers to
implement the provisions of our BCP at any time).
The Group’s BCP and disaster recovery plan was successfully implemented to support the business in
its response to COVID-19. Both this plan and the supporting backup and failover facilities are regularly
reviewed to ensure their continued validity.

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Principal Risks and Uncertainties
continued
No
Category
Description and Impact
14
Brand and reputation
A central pillar of Hostelworld’s strategy is the continued evolution of the app’s social features
which has functionality to fulfil the growing solo traveller market’s need to meet other travellers.
Given strict cost discipline in place, there has been reduced spend on brand marketing over the
last two years. This has undoubtedly impacted both brand consideration within the existing
audience and brand recognition for emerging audiences. The inability to quickly process
customer refunds from the initial COVID-19 cancellations is also likely to have eroded existing
customers’ trust. Organic channels have declined in terms of reach and engagement since
early 2020. The owned social media channels lost a huge audience and are seeing a slow rate
of growth in terms of fans/followers.
A successful cyberattack resulting in significant downtime or loss of data could cause
reputational damage. If a cyberattack was realised there is a risk that the fallout both internally
and externally could damage the reputation of the company causing customers to move to a
competitor platform.
Poor customer experiences can also impact brand damage. There are cases where a customer
has a poor experience at the hostel, either through employee interactions or booking issues.
It can be difficult for the customer to separate the experience in the hostel from the platform
they booked with. With the expansion of our offerings, the scope for reputational impact
from customer experiences increases, coupled with the ongoing trend of seeking redress in
a public rather than a private forum.
If Hostelworld is identified as an organisation that makes false claims about its Diversity
and Inclusion or Sustainability activities, the reputational damage could be devastating.
Greenwashing claims are a risk to any organisation that is reporting on its climate change
and sustainability objectives and goals.
Hostelworld may also face scrutiny in their response, as well as their speed of response, to
developments in the greater geopolitical climate. Failure to respond in line with mainstream
public opinion or a delayed response impacts companies brand and perceived integrity.
15 Taxation
The Group can be subject to digital services tax (DST). Some countries have taken steps to
introduce DST to address the issue of multinational businesses carrying on business in their
jurisdiction without a physical presence and are therefore generally not subject to income
tax in those jurisdictions.
The Group can also be subject to new vat rules being implemented and new reporting
requirements. Hostelworld currently operates a B2B (Hostelworld to Hostel) VAT model and are
VAT registered in Ireland. Non-EU countries are introducing local rules in relation to electronically
supplied services (ESS) whereby if a business does not have a VAT/GST number a B2C
(Hostelworld to Traveller) relationship is assumed and VAT/GST should be charged on supply.
The EU are introduced DAC 7 which increases the reporting requirement of digital platforms.
There is an increase to the income and corporation tax risk profile of the Group due to the
increasing global workforce footprint of the Group, the relocation of some executive leadership
outside of Ireland, and the introduction of a 30-day work from abroad policy. A tax authority
may consider a permanent establishment to exist in a country by virtue of some activity being
carried on there. A tax authority may deem an employer to have a payroll withholding tax and
social security obligation if an individual finds themselves personally tax resident in a country.
The Hostelworld Group structure is driven by our Intellectual Property (IP). Ireland acts as
the Group entrepreneur and directs the activities of the overseas service providers. Key
functions, assets or risks undertaken/managed outside Ireland may cause tax leakage.
If those tax authorities take a different view than the Group as to the basis on which the
Group is subject to tax, it could result in the Group having to account for tax that it currently
does not collect or pay, which could have a material adverse effect on the Group’s financial
condition and results of operation if it could not reclaim taxes already accounted for in the
jurisdictions the Group considers relevant.
Changes to tax legislation or the interpretation of tax legislation, changes to tax laws based
on recommendations made by the OECD in relation to its Action Plan on Base Erosion and
Profits Shifting 2.0 (BEPS) or made by national governments can result in additional material
tax positions being suffered by the Group.
45
Management and Mitigation
Direction of change
The paid marketing teams have continued to invest in promoting our app, specifically the new social
features and encouraging targeted audiences to download the app. The brand marketing teams have
worked to keep all owned channels functioning and active, ensuring that wherever possible we retain
audiences. There has been a small investment in social media content creators who produce peer-to-
peer video content. We are seeing a return on investment with increased engagement and a growing
follower account across both TikTok and Instagram.
An ongoing CRM strategy alerts the existing customer base to the social features at touchpoints
throughout the customer journey.
As an organisation we have communicated to customers via CRM and social media our stance on
emotive issues such as the war in Ukraine, providing ways in which our customers can support hostels
in impacted areas.
We have external PR advisors supporting us to manage any corporate PR incidents. The crisis
communications plan is being updated to reflect the use of external advisors.
Hostelworld invest heavily in security controls to protect the platform and the network from malicious cyber
activity. Regular reviews ensure that all controls are current and effective. The crisis communications
plan has been updated to reflect the potential for a cyber security attack. We will use our external PR
agency to minimise impact.
We have put in place an ESG Steerco to oversee our sustainability agenda, and where needed we utilise
third parties to mitigate against the risk of bad press including engaging with a reputable third-party
South Pole on our climate neutral journey and using our public relation partner to review any sustainability
material on our site, in press releases or in our annual report.
Our customer service team strive to ensure that customers have a positive experience at all stages of
interacting with us. The Group has a crisis management policy in place which includes appropriate
escalation which is regularly reviewed for relevance and requires input from senior management.
p
Our tax risk is managed by the employment of suitably qualified personnel and close engagement with
big four tax advisors. In collaboration with our tax advisors, a large professional services firm, we
assess possible tax impacts in the jurisdictions in which we operate to ensure our tax obligations are
aligned to the operational nature of our business. We receive briefings to Board by our tax advisors,
where required, on tax risks and any changes in tax legislation which impacts on current tax structure.
of the Group.
A biannual review is performed with our tax advisors on DST and ESS, and their impact on our Group
as trade and turnover (on which the tax is levied) continues to pick up.
We are reviewing our internal processes and information gathered from the properties on our website
to ensure compliance with local ESS regimes and the requirements of DAC 7 reporting.
We closely monitor our global footprint and put the appropriate tax structures in place when
applicable. We also monitor business travel and have in place a strict work from abroad policy.
We approve where the key functions are located within the Group and align transfer pricing policies to
reflect this.

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Viability Statement
The objective of the viability statement is for the Directors
to report on their assessment of the prospects of the
Group meeting its liabilities over the assessment period,
considering the Group’s current financial position and the
potential impact of the principal risks and uncertainties
outlined on pages 33 to 45. The financial position of the
Group, its cash flows, liquidity position and debt facilities
are outlined in the Financial Review on pages 28 to 31.
The scenarios modelled represent severe but plausible
circumstances that the Group could experience.
47
Preparation of 2023 budget and
further four-year outlook:
The scenarios are modelled based on Board approved
2023 budget and further four-year outlook. Revenue
and marketing cost projections have been developed
by triangulating three different models, where each
model output has helped to validate the others.
1.
Regional level forecasting reflecting an easing of the
remaining travel restrictions in place. From 2020
through 2022 we can evidence a correlated increase
in revenue when borders reopen. We have assumed
a full recovery to pre-pandemic booking levels in
2023 in our largest markets, with other markets
taking longer. Forecasting at a regional level allows
us to forecast specific bed prices, booking models,
geographic mix and seasonality effectively in
our modelling;
2.
Channel mix between free and paid customers where
assumptions are made based on volume of new
customer acquisitions, cost of customer acquisitions
and anticipated bookings based on marketing spend;
3.
Modelling new and returning customers by using
statistical models built using over 15 years of
customer data. This rich customer cohort data set
enables us to model recurring revenue streams,
with a high degree of predictability. We layer in
additional knowledge on new customer acquisition
costs and expected economics between free and
paid customers.
Forecasting at this regional and channel level also allows
us to adjust for bed price inflation and cost of living
pressures. These risks are somewhat mitigated as our
target 18-34
-year-old population typically have the
means and the flexibility to travel, tending to view it
as a ‘rite of passage’ rather than purely discretionary
spend. Hostels are a cost-effective means to travel
and our strategy focuses on customers connecting on
a free platform that we provide.
We have assumed in Budget 2023 a modest contraction
in our ABV year on year, provisioning for unit bed price
deflation versus 2022 and increased volume from Asian
markets where bed prices are lower. We have modelled
modest price inflation in our operating costs.
Within our four-year outlook we unwind the recovery
of the remaining travel restrictions in place. We have
modelled our 2022 cancellation rate for each year (which
we consider heightened due to the volume of flight
cancellations and disruption in 2022 and the impact
of the Omicron variant in Q1 2022). Over the four-year
period we have assumed growth in revenue projections
beyond 2019 volumes. This is underpinned by an
improved modernised platform, a growth in return
customer revenue volumes (which are statistically
modelled), a growth in supply and the development of
our social strategy.
We have not assumed any revenue from
partnerships such as Roamies, Goki and Counter
in our financial modelling.
48
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Hostelworld Annual Report 2022
Viability Statement
continued
Consideration of climate related risks
Climate related risks can impact our business as a
customer may not want to travel, a hostel may be
forced to close, or an area is not accessible.
The budgeting process has incorporated all operating
costs relating to our sustainability roadmap, as well as
the cost of future emission reductions and offsets.
Following an assessment completed by the Group, the
budget does not contain any other liabilities, provisions
or contingent liabilities relating to climate change.
Revenue cashflows included in the budgeting process
have captured, for example, the impacts of adverse
weather conditions experienced by the Group in 2022
as we model based on historic run rates at a country and
seasonal level. Any further decline in revenue growth
rates which could impact the Group are represented by
a specific viability scenario included below.
Within each viability scenario the Group have also
considered the term loan facility covenants in place,
relating to the Group’s term loan facility with certain
investment funds and accounts of HPS Investment
Partners LLC (or subsidiaries or affiliates thereof), as
disclosed within note 20 to the Financial Statements.
Assessment of viability period:
We initially assessed three years as an appropriate
period of assessment, as evidence in respect of further
years becomes less pervasive. As the repayment of the
HPS debt facility occurs in early 2026 this period has
been extended to four years in order to factor in this
repayment. Therefore, for the current year, the Directors
have determined a four-year period to 31 December
2026 as the appropriate period over which to provide
its viability statement.
49
Scenario 1
Extended travel disruption resulting from of an event outside of the Group’s control
Link to Risk
Macroeconomic risk
Consequences
The Group has considered the impact to cash if an event were to occur that Is outside of its control.
This may include geopolitical conflicts and their associated impacts including further effects of the
ongoing conflict in Ukraine, terrorist attacks, natural disasters or other adverse events outside the
Group’s control. Our scenario is based on such an event occurring involving a 25% decline in revenue
and direct marketing costs but carrying the current level of operating costs for a 12-month period.
The Group consider this an improbable scenario. In reality should demand decline we would cut our
direct marketing spend and take additional cost cutting measures at our disposal for operating costs
and development spend.
Upon review of this scenario the group continues to have sufficient cash reserves to continue in operation.
Scenario 2
GDPR fine, cyber security breach or other major one-off cost
Link to Risk
Data security, cyber, regulation
Consequences
There are two significant consequences for a GDPR breach:
1.
Tier 1 can attract a fine of €10m or 2% of global turnover, whichever is greater.
2.
A tier 2 data breach is a serious GDPR breach and it can attract a fine of €20m or 4% of turnover,
whichever is greater.
For the Group, the maximum exposure for a GDPR breach is €20m. The likelihood of this event is
remote. The Group takes data protection very seriously and have a designated Data Protection Officer
and a series of controls and monitoring is in place to ensure compliance. The Group has considered
the fine within its cashflows in 2025 (assuming that an investigation for a major breach would take
approximately two years) and is comfortable that such a fine would not jeopardise the viability of the
Group over the next four years.
Scenario 3
Climate related disaster
Link to Risk
Climate Change, sustainability and corporate social responsibility
Consequences
The Group has considered the impact of a climate related disaster. We have amended our cash flows
to assess the impact of weather events which could realistically impact the Group.
We focused our review upon our largest regional markets. In 2022 Europe accounted for 66% of our
revenue (2021: 63%). Our scenario has been represented by a heatwave in Europe in the summer of
2023 resulting in the closure of all European hostels for the month of July. Furthermore, no corresponding
reduction in marketing costs has been factored which would occur in practice. The Group consider a
full month across the whole of Europe to be a very unlikely scenario with more sporadic and localised
closures to occur in reality. However, the application of this extreme scenario shows that the Group
continues to have sufficient cash reserves to continue in operation. There is significant headroom
included in our models due to the disaggregated nature of our revenue.
Having considered these stressed scenarios and based on their assessment of prospects and viability above, the
Board confirm that they have a reasonable expectation that the Group will be able to continue in operation and
meet its liabilities as they fall due over the four-year period ended 31 December 2026 while adhering to the
financial covenants connected with the term loan facility.
The Directors also consider it appropriate to prepare the financial statements on the going concern basis, as explained
in the Basis of Preparation paragraph in Note 1 to the consolidated financial statements and on pages 149 to 152
within the Directors report.
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51
Sustainability at Hostelworld
With over 60% of our target customers, Gen Z
and Millennials, stating that they are likely to
consider more sustainable travel options
(1)
,
sustainability is key to our strategy.
(1)
Expedia Group – ‘Gen Z: The Key to Recovery and Rebuilding’
, October 2017
(2)
Bureau Veritas – ‘Understanding the Carbon Impact of Hostels vs. Hotels’ 2022
(3)
To be accredited with a climate neutral certification an organisation needs to measure their material emissions associated with their operations in line
with GHG protocol, set a reduction target aligned with near-term science-based target requirements, finance climate action equivalent for any residual
emissions through certified climate action credits, and disclosure of all details transparently. Hostelworlds climate neutral label for 2022 and 2021 was
awarded by South Pole (
www.southpole.com
)
In June 2022 we commissioned research with Bureau
Veritas which independently concluded that hostels
are more sustainable than hotels
(2)
. In addition to this
research, we worked with the Global Sustainable Travel
Council (‘GSTC’) to adapt their sustainability criteria for
the hosteling category. We are currently working with
Bureau Veritas to develop a sustainability measurement
and management system which is tailored to the
hosteling sector which will be accessible for all hostels
at differing points of their sustainability journeys. We
want hostels, irrespective of their resources, to have
access to straightforward criteria that enables them to
make more sustainable choices in how they manage
their properties. We will showcase the most sustainable
hostels on our site and recognise their efforts through
our 2023 HOSCARs programme.
Within the Group we focused on how best to identify
and adopt ESG principles that are the best fit for our
people and our culture. Our business model produces
low carbon emissions by virtue of being an online
marketplace. Changes in the business model in recent
years have further reduced our carbon emissions as we
introduced agile ways of working, exited our long-term
lease arrangements and moved to smaller shared
office locations and transitioned our platform from
physical data centres to a cloud native infrastructure.
The first significant milestone in our ESG journey was
achieved in July 2022 when we partnered with South
Pole, industry leaders in developing projects around the
world that reduce carbon emissions, protect biodiversity,
and bring real benefits for local communities. Working
with South Pole we were certified as a climate neutral
company
(3)
in respect of 2021. This is a certification that
we are proud of and demonstrates our commitment to
reducing greenhouse gas emissions. In 2021 and 2022
we have offset our entire Scope 1, 2 and 3 emissions
by working with South Pole, evidenced by obtaining a
certificate of retirement from South Pole of the carbon
credits. We have set an ongoing and enduring target
of being certified as a climate neutral company on an
annual basis.
Our increased focus on ESG has seen a fundamental
shift in the way we evaluate business decisions and
interact with our hostel partners and customers.
A key goal for 2023 is to widen the involvement of
our employees in our sustainability initiatives, and
to continue to raise awareness internally as to the
difference every colleague in Hostelworld can make
in protecting our environment.
As we prepare to launch our ‘Staircase to Sustainability’
programme to assist hostels on their sustainability
journey and further explore ways of working with
our customers to help them travel more sustainably,
we are excited about the real impact Hostelworld can
make in this vital area.
Caroline Sherry
Chief Financial Officer and
ESG Steering Committee Chair
21 March 2023
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Sustainability
continued
2022 milestones achieved:
Pioneering research
Given limited research in the area, in June 2022 we
partnered with Bureau Veritas
(4)
to perform a study
to compare the carbon emissions of hostels compared
to hotels. The research demonstrates that hostels are
on average 75% less carbon intense (tCO
2
e) on a per
bed basis when compared to hotels
(5)
. These findings
validate that hostels are the more sustainable
accommodation choice compared with hotels for
increasingly environmentally conscious travellers.
Our people
Our people are fundamental to our success, and we
place great value on creating an engaging and inclusive
culture, with a focus on health and employee wellbeing.
We made significant progress across our social strategy
in 2022, including being awarded bronze accreditation
from Investors in Diversity, establishing mental health
champions across our global locations and launching
several new people policies including employee
volunteering days. We have an ambitious roadmap of
initiatives identified for 2023 which are included within
Our People and Culture on pages 69 to 76.
Climate neutral
Hostelworld was certified as a Climate Neutral company
by South Pole
(6)
in July 2022 with respect to 2021, and
again in January 2023 with respect to 2022. The
certificate confirms and verifies that Hostelworld has met
the necessary requirements to achieve climate neutrality,
including measuring the material emissions associated
with its operations in line with the GHG Protocol, setting
a reduction target aligned with near-term science-based
target requirements, financing climate action equivalent
to its residual emissions through certified climate action
credits and disclosing these details transparently. Detail
on Hostelworlds total carbon footprint and offsets made
by the Group for unavoidable emissions are included
on pages 64 and 65.
(4)
Bureau Veritas is a world leader in laboratory testing, inspection and certification services. Website:
www.bureauveritas.com
(5)
The data was compiled by independent laboratory testing, inspection and certification services provider, Bureau Veritas, including hostels with 27,509
beds across Europe and was benchmarked against a sample of the average emissions per bed in representative European hotel chains. Bureau Veritas
examined data in 2019, 2020 and 2021, with 2019 figures represented as the benchmark given capacity constraints during ongoing periods of Covid-19
travel restrictions in 2020 and 2021. Findings show that average carbon emissions per bed in hotels averages at 1.18 tCO
2
e, compared with 0.30 tCO
2
e in
the hostels surveyed as part of the study. tCO
2
e measures in metric tons the carbon dioxide equivalent of Scope 1 and Scope 2 emissions of the hostels
and hotels studied. Study source:
www.bureauveritas.co
.uk/hostelworld-carbon-impact-analysis
(6)
To be accredited with a climate neutral certification an organisation needs to measure their material emissions associated with their operations in line
with GHG protocol, set a reduction target aligned with near-term science-based target requirements, finance climate action equivalent for any residual
emissions through certified climate action credits, and disclosure all details transparently. Hostelworlds climate neutral label for 2022 and 2021 was
awarded by South Pole. Website:
www.southpole.com
(7)
The conformity of the reduction and offsetting strategy was completed using the GHG Protocol, the Science-Based Targets Initiative (SBTi) criteria, and
PAS 2060 to ensure the highest climate standards were met. Hostelworld is defined as a Small to Medium Enterprise for the purposes of the SBTi criteria
(<500 employees), a reduction target for Scope 3 emissions is not required.
(8)
Based on Hostelworld internal market research with hostels entitled “Hostel Sustainable Survey” in March 2022 which had 400 global hostel respondents
Hostelworld is committed to maintaining its climate
neutral status on an ongoing basis and we will engage
a third party to assess and certify our status each year.
In 2021 we set an absolute emissions reduction target
to reduce our Scope 1 and 2 emissions by 42% by 2030
which we achieved in 2022
(7)
. Following work completed
in recent years to reduce our emissions, we have set
a target to maintain our current level of Scope 1 and 2
emissions which takes into account future growth of
our organisation. We are cognisant that our Scope 3
emissions will increase as our organisation grows,
primarily through purchased consumables and business
travel. We have included further detail on our targets for
Scope 1, Scope 2 and Scope 3 emissions on pages 66
and 67.
2023 sustainability initiatives:
Delivering on our 2023 initiatives is central to our
strategy and the related costs to complete and adopt
have been included in our budgets and forecasts.
Staircase to Sustainability
A key part of our future focus on sustainability will
be to design and implement a programme to help our
hostel partners make and monitor progress towards
more sustainable operations. Some of our hostel
partners are making sustainability a priority through
their own projects, with 56% already working on
sustainability initiatives and a further 37% confirming
that they are interested in getting involved in
sustainability programmes
(8)
.
A key initiative is the United Nations UNWTO sponsored
Global Tourism Plastics Initiative (GTPI) focus on enabling
key tourism stakeholders such as hostels to lead by
example in the move towards a circular economy of
plastics. We are working with our hostel partners to
encourage them to subscribe to this initiative and
guide them through reducing plastics throughout
their operations. Our goal is to create a distinctive
sustainability framework specifically for the hostel sector.
53
To further this goal, we have been working closely with
our hostel partners, the Global Sustainable Tourism
Council (GSTC), an independent body that establishes
and manages global standards for sustainable travel
and tourism, and a number of other relevant bodies to
build out a set of relevant sustainability criteria based
on the GSTC criteria which hostels will be encouraged
to adopt. We are exploring ways to increase hostel
adoption of the criteria within the framework and
capture hostels compliance in a standardised, user-
friendly and low-cost way, appropriate to the size and
means of the small businesses that make up much
of our hostel partner category. We have developed
explanatory literature for hostels to clarify the purpose
and outcome of the framework which will be followed
by formal training. We are also launching a monthly
sustainability newsletter to hostels to showcase,
enhance engagement and promote sustainable hostel
initiatives. Our efforts have been focused on ensuring
simplicity from a hostel perspective by incorporating
the GTPI principles in the sustainability criteria.
As part of our 2023 HOSCARs hostel awards programme
we are including two additional categories focused
specifically on ESG achievements.
Hostelworld product experiments
Embracing sustainability is a new challenge for us all.
We are focused on experimenting in this area to explore
which products can make a meaningful impact.
We are currently conducting customer travel emissions
offset experiments to assess the adoption rate if we
provided customers with the option to offset their own
hostel stay emissions on checkout from the Hostelworld
website. As this is an experiment, Hostelworld will pay
for all offsets where a customer opted to use the
functionality. We look forward to reporting on the
outcome of this work. Ultimately, where an experiment
is successful, it will be added to future product
roadmap offerings.
Our people
One of our key priorities for 2023 is to improve our
overall employee engagement score by continuing to
make progress across our social strategy pillars of D&I,
health and wellbeing, career development and charity
giving and volunteering. In addition, we are planning a
series of fireside chats, educational workshops and
guest speakers to inform our employees about the
impact they can make on the environment, and the
role that Hostelworld can play.
Following the securing of bronze accreditation from
Investors in Diversity in 2022, we have set a target to
achieve silver accreditation in 2023.
Charity giving and volunteering is a focus area and aligns
closely with our core values to Build a Better World.
We encourage our employees to take advantage of the
five volunteering days available to all employees, and
the Group will assess how it can further its work with
local charity partners and communities. Further detail
is out set within Our People and Culture report on
pages 69 to 76.
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Sustainability
continued
Task Force on Climate-related Financial Disclosures Statement
The following table summarises the elements of the TCFD framework, the work we have completed to date in
relation to each TCFD recommendation, and future actions we are committed to taking. Further detail is included
within this report.
Governance
TCFD Focus Area
Recommended disclosure
Disclose the organisation’s governance around
climate-related risks and opportunities
Describe the Board’s oversight of climate-related risk
and opportunities
Describe management’s role in assessing and managing climate-
related risks and opportunities
Strategy
TCFD Focus Area
Recommended disclosure
Disclose the actual and potential impacts
of climate-related risks and opportunities on
the organisation’s businesses, strategy, and
financial planning where such information
is material
Describe the climate-related risks and opportunities the organisation
has identified over the short, medium, and long term
Describe the impact of climate-related risks and opportunities on the
organisation’s businesses, strategy, and financial planning
Resilience of the organisation’s strategy, taking into consideration
different climate-related scenarios, including a 2°C or lower scenario
Risk Management
TCFD Focus Area
Recommended disclosure
Disclose how the organisation identifies,
assesses, and manages climate-related risks
Organisation’s processes for identifying and assessing climate-
related risks
Organisation’s processes for managing climate-related risks
Processes for identifying, assessing, and managing climate-related
risks are integrated into the organisation’s overall risk management
Metrics and targets
TCFD Focus Area
Recommended disclosure
Disclose the metrics and targets used to
assess and manage relevant climate related
risks and opportunities where such information
is material
Disclose the metrics used by the organisation to assess climate-
related risks and opportunities in line with its strategy and risk
management process
Disclose Scope 1, Scope 2, and, if appropriate, Scope 3 greenhouse
gas (GHG) emissions, and the related risks
Describe the targets used by the organisation to manage climate-
related risks and opportunities and performance against targets
55
Disclosure overview
Board and Audit Committee oversight and review of climate-related risks and opportunities biannually.
Audit Committee responsibility to review and approve TCFD content in annual report.
An ESG Steering Committee, led by the CFO, meets monthly and provides updates to the board at each scheduled
board meeting.
Roles and responsibilities and Terms of Reference of Board and applicable Committees were updated to reflect
consideration of climate related risks in 2021 and reviewed annually.
Sustainability training provided (including climate related risk training) at ESG Steering Committee level with a future
training programme to be delivered.
Further detail on governance is set out on page 56.
Disclosure overview
A summary of our Risk and Opportunity Register is set out on pages 57 to 62.
The output of the Register has been integrated into our Hostelworld strategy, where the Group is committed to promoting
hostels as a sustainable accommodation option, and to assist customers and hostels on their sustainability journeys.
Please see references to sustainability and our strategy set out in our Chairman’s Statement on pages 19 and 20, our
CEO Statement on pages 26 and 27 and within this sustainability section on pages 52 and 53, and pages 63 to 67.
Following completion of specific climate change related scenario reviews, we have not identified a material risk to
the viability of the company. Detail is included on page 63. An annual reassessment of our scenario analysis will be
performed, and a viability scenario has been included in our going concern assessment on page 49.
Disclosure overview
An assessment of climate-related risks over short, medium and long term was performed and linked to existing risk
categories. See detail on pages 57 to 60.
Climate related risks and opportunities were reviewed in the same manner as our main Risk Register, and the Group
continue to look at ways of aligning internal processes with the recommendations of the TCFD.
Disclosure overview
South Pole engagement to calculate and verify emissions assessed by Hostelworld Group. Scope 1, 2 and 3 emissions
are set out on pages 64 and 65.
Science-based emissions reduction targets disclosed for the Group for Scope 1 and 2 emissions. Detail and additional
metrics and targets are set out on pages 66 and 67.
Targets set by the Group focus on what is controllable by the Group with an emphasis on our emissions, offsetting
any residual emissions that cannot be reduced, employee engagement and providing sustainability focused products
and services for our customers and hostel partners.
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Sustainability
continued
Listing Rule 9.8.6R Compliance Statement
Hostelworld Group plc has complied under the ‘comply
or explain’ requirements of LR 9.8.6R by including
climate-related financial disclosures in this section (and
in the information available at the locations referenced
therein) consistent with the TCFD recommendations.
Governance structure:
The governance structure for TCFD was set out in
the 2021 annual report. Following a review completed
during 2022, no significant changes were required.
The Remuneration Committee amended its Terms of
Reference during 2022 to permit consideration by the
Remuneration Committee of ESG related performance
metrics and targets as part of remuneration and
reward programmes in the Group.
There has been an increased focus on climate-related
matters at Board level as the landscape continues to
evolve with further regulatory developments and
changes in stakeholder expectations. The expertise of
the Board on climate related risks and ESG-related
matters continues to be enhanced through regular
interactions with management and through membership
of Board members on boards of other large companies
with significant internal ESG-related subject matter
expertise. The Board takes overall responsibility for
identifying the nature and extent of the climate related
risks and opportunities to be managed by the Group
to ensure the successful delivery of its strategic and
business priorities. The Board received and considered
updates on climate-related issues at each scheduled
meeting during 2022 (9 scheduled Board meetings held
in 2022). The Audit Committee considered climate-
related risk and opportunity issues at two of the three
Audit Committee meetings held in 2022.
The Audit Committee is responsible for reviewing and
approving the content of our TCFD disclosures and
for reviewing the Group’s climate related Risks and
Opportunities Register twice yearly. The Audit Committee
is also responsible for monitoring the development of
climate-related risk metrics and targets and performance
against these targets that will be set by the Group on
an on-going basis.
Management is responsible for managing on a day-to-
day basis the climate-related risks and opportunities
faced by the Group and for delivering the roadmap to
achieve the climate related risk and opportunity
management strategy set by the Board.
Our functions support the business in achieving their
climate related risks and sustainability targets. Public
relations communicate our climate related risks and
sustainability strategy to external stakeholders. Group
finance educates the business on how to understand
the financial impacts of climate related risks and
opportunities, produces external ESG metric reporting
and prepares annual report disclosures that align to
the recommendations of TCFD.
A TCFD steering group, chaired by the CFO, comprised
of representatives from group finance, global markets,
legal and investor relations, oversees progress against
the TCFD recommendations and the publication of our
annual disclosure. The TCFD steering group received
specific training on ESG and TCFD from a leading
consultancy in 2021 and 2022 and keeps up-to-date
on regulatory requirements through access to external
advisors and attendance at external briefings hosted
by ESG and TCFD subject matter experts.
We have included TCFD and broader ESG compliance
training for our employees, our hostel partners and
for our Non-Executive Directors as part of our 2023
sustainability initiatives.
Identifying and managing climate related
risks and opportunities:
Commencing in H2 2021, each half year a robust
assessment is performed of the climate related risks
and opportunities affecting the Group. The Group risk
assessment process is set out on page 33.
57
Summary of risks identified:
Increased weather events
Risk/Opportunity
Risk
TCFD type
Physical acute
Financial impact to Hostelworld
Hostelworld would experience reduced revenue for increased weather events mainly
because customers would be unable to travel and there may be an impact to supply
for the hostels impacted in the location.
Description of risk
Extreme weather events (hurricanes, flooding) impacted travel in the impacted areas.
Time horizon
*
Short to medium term (assuming that hostels would have the ability to reopen).
Likelihood of event occurring
We consider this a likely event with an increasing risk as evidenced by recent
weather events.
Mitigation in place
in Hostelworld
Hostelworld has a diverse customer base and operates across a wide number of
geographical locations. Our target 18-34
-year-old population tend to be flexible as to
travel destination. Should an event occur, we will experience a short-term impact to
revenue in the specific location as customers change their travel plans. We know that
our customers are flexible and want to travel – if they are unable to travel to a particular
country or place we have evidence from studying historic booking behaviours that
demand moves elsewhere.
Our largest costs relate to direct marketing. We have full flexibility over our cost base
to match direct marketing costs to demand very quickly.
Potential financial impact
taking into account likelihood
and mitigation in place
Low driven by the disaggregation of our revenue and the high volume of
bookings/customers.
We have evidenced through our scenario analysis on page 63 the impact to our
overall revenue if such weather events occurred.
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Sustainability
continued
Longer term shifts in climate patterns
Risk/Opportunity
Risk
TCFD type
Physical chronic
Financial impact to Hostelworld
Hostelworld would experience reduced revenue for increased weather events mainly
because customers would be unable to travel and there may be an impact to supply
for the hostels impacted in the location. A location may change from being a desired
destination by our customers.
Description of risk
Sustained higher temperatures that may cause sea levels to rise and/or chronic heat
impacting travel in the impacted areas.
Time horizon
*
Long term assuming this reoccurs for hostels in specific locations each year or hostels
are permanently shut.
Likelihood of event occurring
We consider this a likely event with an increasing risk as evidenced by recent
weather events.
Mitigation in place
in Hostelworld
Hostelworld has a diverse customer base and operates across a wide number of
geographical locations. Our target 18-34
-year-old population tend to be flexible as to
travel destination. Should a shift in climate patterns occur we will experience an impact
to revenue in the specific location as demand falls for the location impacted.
To counter the risk, we know that our customers are flexible and want to travel – if they
are unable to travel to a particular country or place we have evidence from studying
historic booking behaviours that demand moves elsewhere. Where there is a severe
weather event and demand does move to a new location, hostels have a relatively low
set up cost from a physical structure and regulatory perspective compared to other
accommodation solutions.
Our largest costs relate to direct marketing. We have full flexibility over our cost base
to match direct marketing costs to demand very quickly.
Potential financial impact
taking into account likelihood
and mitigation in place
Low driven by the disaggregation of our revenue and the high volume of
bookings/customers.
We have evidenced through our scenario analysis on page 63 the impact to our
overall revenue if such weather events occurred. A number of locations would need to
be impacted at the same time with 100% hostel closure for the financial impact to be
considered as medium or high.
59
External policy changes
Risk/Opportunity
Risk
TCFD type
Transitional
Financial impact to Hostelworld
Increased compliance cost as the Group stay up to date with regulatory changes and
resulting impacts on the Group.
Description of risk
Policy actions that attempt to constrain actions that contribute to adverse effects of
climate change or policy can impact us. We may also be subject to climate related
litigation claims.
Time horizon
*
Short (covering upcoming potential climate-related regulatory changes which have
immediate increased compliance for the Group), and medium and long term to capture
future changes.
Likelihood of event occurring
Unlikely
Mitigation in place
in Hostelworld
We utilise third parties to monitor the landscape for any regulatory changes which may
impact the Group. To date no legal actions have been taken against corporates who
operate the same model as we do.
Potential financial impact
taking into account likelihood
and mitigation in place
We consider this low given the nature of the Group’s operations.
The financial impact of this risk is included within our existing advisory and consultancy
fees budgeted within our operating costs.
Demand change
Risk/Opportunity
Risk
TCFD type
Transitional
Financial impact to Hostelworld
Hostellers typically go on trips comprising multiple destination and they can go on
multiple trips each year. Customers may opt not to travel in order to be more sustainable.
Fewer travelling customers would mean reduced bookings and lower ABVs (lower
demand) which would impact Hostelworld revenue, products and services.
Description of risk
Shift in supply/consumer demand for certain commodities, products, services.
Time horizon
*
Medium to long term
Likelihood of event occurring
Unlikely
Mitigation in place
in Hostelworld
We have published research in 2022 with Bureau veritas to show that hostels are a more
sustainable option than hotels. We consider that this risk evolves to an opportunity to
establish credentials as a Group that is concerned with its broader responsibilities.
We want to assist hostels on their own sustainability initiatives. We want to allow a
customer to search for the most sustainable hostel options on our site.
Potential financial impact
taking into account likelihood
and mitigation in place
Low – as one of the largest hostel OTAs in the world we have the means to target our
message to customers. Our core product is more sustainable than alternatives.
The financial impact of a change in customer demand is considered to be included
within the scenario presented in our viability statement on page 49. The scenario sets
out the impact to the Group of no revenue for a full month at high season in our
largest market, Europe. This represents an extreme scenario of what a reduction in
revenue due to climate change can have on the Group.
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Sustainability
continued
Technology
Risk/Opportunity
Risk
TCFD type
Transitional
Financial impact to Hostelworld
Increased operating cost associated with sustainability initiatives and tracking of
metrics/targets may distract resources from revenue products.
Description of risk
Group may not stay ahead of technology improvements and innovations that support
the transition to a lower-carbon, energy efficient economic system.
Time horizon
*
Short term to capture immediate work needed by our technology team to deliver our
“Staircase to Sustainability” initiative with hostels, and medium to long term as we
stay ahead of pace of change in technology.
Likelihood of event occurring
Unlikely
Mitigation in place
in Hostelworld
Our core teams are in a structured process of developing and launching product features
and enhancements. Given our core function as a technology company we are best placed
to adopt our products to demand.
We operate offices in a small number of locations in Dublin, Porto, China and Australia
which allows us to track and measure emissions accurately. All reporting for these
entities is performed centrally in Dublin and we do not need a robust technical solution.
Potential financial impact
taking into account likelihood
and mitigation in place
Low – as a technology company we can evolve products with our own
development team.
As such this risk has a negligible financial impact given existing development staff in
place with allocated time on 2023 roadmaps.
Reputation
Risk/Opportunity
Risk
TCFD type
Transitional
Financial impact to Hostelworld
If Hostelworld is identified as an organisation that makes false claims about its
Sustainability activities, the reputational damage could be devastating and could
impact revenue, supplier and employee relationships and investor relations.
There is an increased regulatory and PR cost to Hostelworld to monitor this risk.
Description of risk
Greenwashing claims, changing customer or community perceptions of organisations
contribution to sustainability.
Time horizon
*
Short, medium and long term
Likelihood of event occurring
Unlikely
Mitigation in place
in Hostelworld
We have used third parties to support work undertaken where possible. We have
partnered with South Pole in relation to our climate neutral accreditations.
We commissioned research on an assessment of whether hostels were a sustainable
way to travel with independent company Bureau Veritas.
Our sustainability framework is based on the principles set out by the GSTC.
Potential financial impact
taking into account likelihood
and mitigation in place
We consider that the risk to our reputation would be low as we are not large Scope 1 and
Scope 2 carbon emitters and we are uniquely positioned to assist customers and hostels
on their own sustainability journeys. However, any brand damage in the area would easily
exceed €1m, the nature of scope 3 emissions is constantly under review and our investors
and employee could easily consider that we are not doing enough. With this in mind we
have categorised the risk as high.
*
0-3 years short term which aligns to our viability assessment on page 48, 4-10 years medium term, 10+ long term
**
Low < €1m, Medium >€1m, High >€5m
61
Summary of climate related opportunities identified:
Using resources efficiently and ways of working
Risk/Opportunity
Opportunity
TCFD type
Technology/People
Financial impact to Hostelworld
Reduced cost base
Description of opportunity
Focus on reducing emissions of everyday activities and using resources more efficiently.
Continuing to promote flexible non-office based ways of working. There is an opportunity
for customer, hostel and employee training and education through townhalls, social
media, hostel conferences and intranet pages shared with hostels.
Time horizon
*
Short term
Likelihood of event occurring
Likely
Mitigation in place
in Hostelworld
We operate a low emissions environment and as such the opportunity has low impact
on direct operations of the Group. Scope 1 and 2 emissions have been reduced in
2022 to nominal volumes.
We utilise shared office locations across our office presence in Dublin, London and
Australia. We are moving to a shared office space in Porto in Q1 2023.
We have already taken practical steps to reduce our impact on the environment where
possible where employees work in the office, including reducing our reliance on printing
by promoting a paperless office environment, encouraging third parties to do everything
electronically, including invoicing and contracting (using DocuSign), putting provisions
in place to promote recycling across all our office locations, focusing on energy and
natural resource conservation e.g., our offices have stop taps for water consumption
and controlled lighting and air conditioning.
We have HR policies in place to support flexible methods of working to allow people to
work from home and avoid emissions of commuting.
We will continue to monitor and make changes to maintain our low emissions.
Maintaining our current level of Scope 1 and Scope 2 emissions will be central to
future decision making.
We also have an opportunity to further educate our employees on the positive impact
that they can make by participating in ESG and sustainability initiatives.
Potential financial impact
taking into account likelihood
and mitigation in place
Medium. There is a challenge in particular to manage our Scope 3 emissions as the Group
grows. Scope 3 understanding and reporting is evolving on a global basis. When the
financial impact to HWG is understood better we will include this in future reporting.
For scope 1 and Scope 2 the financial impact is negligible given the low direct emissions
of the Group.
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Sustainability
continued
Hostel support
Risk/Opportunity
Opportunity
TCFD type
Market
Financial impact to Hostelworld
Wages and salaries commitment.
Increase in revenue.
Description of opportunity
Support hostels on their sustainability initiatives regardless of what stage they are
at on their journey – award and showcase, Stairway to Sustainability programme,
ESG/sustainability badges.
Time horizon
*
Short to medium term
Likelihood of event occurring
Likely
Mitigation in place
in Hostelworld
High impact – We can promote sustainable hostels on our site and educate hostels on
sustainable practices.
Hostelworld is also uniquely positioned to assist hostels with the measurement of
their emissions, assist them on their journeys to be audit ready and have the ability to
apply to obtain formal certification.
Potential financial impact
taking into account likelihood
and mitigation in place
Medium (hostels more sustainable than hotels – unique proposition). Further detail on
the financial impact set out on page 63.
Products offered
Risk/Opportunity
Opportunity
TCFD type
Market
Financial impact to Hostelworld
Wages and salaries
commitment for our technology development squad and PR team.
Increase in revenue.
Description of opportunity
Development of low emission goods and services (or goods and services which are
aligned to the goal of lower carbon emissions) to accommodate shift in consumer
preference, possible increased revenue.
Time horizon
*
Short to medium
Likelihood of event occurring
Likely
Mitigation in place
in Hostelworld
Undertake experiments to understand the popularity of additional feature offerings.
Examples include offering the ability for customer to offset at checkout, leveraging
our new Linkups feature within our social platform for hostel ESG events, allowing eco
chats and Hostelworld focused social media campaigns.
Potential financial impact
taking into account likelihood
and mitigation in place
Medium (our customers are sustainability conscious). Further detail on the financial
impact for increase in revenue set out on page 63.
Wages and salaries has a negligible financial impact given existing development staff
in place with allocated time on 2023 roadmaps.
*
0-3 years short term which aligns to our viability assessment on page 48, 4-10 years medium term, 10+ long term
**
Low < €1m, Medium >€1m, High >€5m
63
Scenario analysis
Scenario analysis helps us to understand the potential
impact of climate change on our business and to inform
our business strategy and financial planning. Climate
change has the potential to impact our business to
varying degrees by impacting consumer behavior and
supply of hostels.
An annual reassessment of our scenario analysis will be
performed, and a viability scenario has been included
on page 49.
The most difficult risks to analyse are the impact of
physical risks relating to increased extreme weather
events and longer shifts in climate change on our
revenue streams. Hostelworld is diversified across a
wide range of customers and geographies. To establish
that we are not dependent on any individual market
which if impacted would compromise the commercial
viability of our business, we performed an assessment
at country level of the physical impacts of climate related
risks and what, in the absence of any mitigation, the
impact would be on Hostelworld turnover for changes
in consumer behaviour and hostel supply as a result of
climate change. In performing the scenario analysis, we
have utilised thirty party data sources - The International
Energy Agency and The Intergovernmental Panel on
Climate Change ( data sources recommended by the
TCFD published guidance) – to establish the four
scenarios set out below. We have based our analysis
on 2019 revenue data generated by hostel which is
the last complete year of normal trading, not impacted
by COVID-19. The scenarios described below are not
considered realistic scenarios of how climate change
would impact the Group. We assume in each scenario
that a hostel will be closed for the referenced period
reducing our revenue. There are no mitigation steps
involved in our scenario analysis – for instance we
have not considered that a customer may travel to an
alternative location if their intended destination has been
impacted or that only some hostels may be impacted.
We have also not included any upside from opportunities
to increase revenue through our Staircase to
Sustainability initiative with hostels or from our
opportunities presented to work with sustainability
conscious customers. As our sustainability programme
evolves, we will collect data points on whether such
a scenario would impact our revenue in a positive way
and include the financial impact of these opportunities
in future reporting.
We reviewed four scenarios as follows:
1.
Global warming
– We considered 1 week, 5 week and
13-week closures of all hostels across all locations in
Northern Hemisphere, Northern and Western South
America and Central America. Total potential revenue
loss if all hostels were impacted at the same time for
the exact same duration ranged from 1.4% to 13.6%.
2. Flooding
– We considered revenue loss if hostels
were closed and unable to open in locations
across Brazil, China, Hungary, India, Indonesia,
Mexico and Thailand. 8.9% of the Group’s revenues
would be impacted negatively based on the
assumption that hostels were permanently shut in
all impacted regions.
3. Drought
– We reviewed a scenario whereby hostels
in the Mediterranean, Australia, India, South Africa
and Thailand were impacted through hostel closures
across different time horizons. To assume 100% of
closures of all hostels in impacted regions, including
cities and towns, on a two week to a ten-week
timeframe would result in a loss to Group revenue
of 1.2% to 5.8%.
4. Tropical cyclone
– We reviewed a scenario involving
a hurricane, typhoon or cyclone impacting countries
in East Asia, North America and India. To assume all
hostels were destroyed and unable to open would
negatively impact 8.7% of revenue.
On an overall basis we concluded that due to the
diversified range of the Group’s customers and
geographies the Group is expected to remain viable
in the scenarios considered. Trading performance is
negatively impacted, and revenue is depleted, but
not to a point where the Group is not viable. We also
considered a specific scenario in our viability statement
on page 49 where we assessed the impact to the
Group if 25% of European (our top destination) revenue
is impacted.
Evolution of strategy
We will continue to invest and market with third parties
who can help the promotion of the hostel sector as a
sustainable way to travel. We will work with hostels on
their own sustainability journeys, showcasing their
efforts and allowing customers to identify them easily
on our site.
We will review our product offering and continue to
conduct experiments to assess what further positive
impact we can make in the sustainability space. We will
include details on the outcomes of any experiments
conducted in future reporting.
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Sustainability
continued
We will focus on internal measures to continue to
reduce our own physical footprint and enhance our
employees’ awareness of how they can have a positive
impact on the environment. We are committed to
ensuring that future decisions made on vendor selection,
employee working arrangements, and product releases
take account of the impact on the environment.
Greenhouse gas emissions statement
Greenhouse Gas (“GHG”) emissions for the financial
year ended 31 December 2022 have been measured
as required under the Companies (Directors’ Report)
and Limited Liability Partnerships (Energy and Carbon
Report) Regulations 2018. We have used the GHG
Protocol Corporate Accounting and Reporting standards
(revised edition), data gathered to fulfil the requirements
under the CRC Energy Efficiency scheme, emission
factors from Defra and UK Government conversion
factors for Company Reporting (2018) to calculate the
disclosures, where they are not separately disclosed
by a supplier. Our emissions are impacted by the size
of our business, which is driven by our global headcount
and office footprint. Accordingly, we have chosen to use
an intensity ratio measured on emissions per €m of net
revenue in order to put the GHG in appropriate context
for the size of the business, and all related references
to reductions are intensity-based emission reductions.
We are reporting on the emissions of CO2 generated by
the business and the energy consumed by the business.
Given that Hostelworld does not have operational
control over the hostels on its platform and does not
have access to data points on customers’ means of
travel, emissions produced by hostels and customers
travelling to hostel destinations are not included in
the footprint.
The below table shows the total tonnes of carbon
emissions generated by Hostelworld.
2022
*
2021
*
2020
2019
Scope 1 – Direct emissions from operations
1
Scope 2 – Indirect emissions from energy usage
15
72
127
134
Scope 3 – Indirect emissions primarily from
purchased consumables and employee travel
1,576
542
62
782
Total
1,591
615
189
916
Intensity Ratio (tCO
2
e/€m)
6.5
2.7
12.3
11.4
*
Calculated and verified by South Pole. 2021 Scope 1, Scope 2 and Scope 3 emissions have been restated to reflect a review performed by South Pole.
Following their review Hostelworld completed reclassifications for leased offices and recognised additional purchased consumables where we had previously
just counted for employee travel. In the 2021 annual report, emissions were disclosed as follows: Scope 1 nil, Scope 2 78.9 tonnes and Scope 3 24.6 tonnes.
Scope 1
– All direct GHG emissions. Hostelworld has
limited Scope 1 emissions. We do not have any company
cars and we do not own any buildings.
Scope 2
– All indirect emissions due to consumption
of purchased electricity, steam, light and heating.
For Hostelworld Scope 2 emissions relate to rented
locations in China and Portugal driven by market
based purchased electricity.
Scope 3
– Hostelworld Scope 3 emissions are driven
by purchased goods and services (primarily direct
marketing costs and cloud costs), any capital goods
purchased (laptops), employee business travel,
employee commuting and upstream leased assets for
our other locations.
The most significant contributor to Hostelworld’s total
emissions is purchased goods which makes up 81% of
total emissions (2021: 67%) of total emissions, primarily
direct marketing services purchased from a third party.
We have excluded the investment made by the Group in
Goki Pty Limited where the Group maintains a minority
shareholding. Emissions attributable to Goki are outside
Hostelworld’s limited operational control and, in any
event, Goki’s has a limited impact on total emissions.
65
The below table demonstrates the overall energy consumed in Kilowatt-hours (kWh) by the business and shows the
portion of this consumption that the UK corporate office has consumed on the overall total. This table is based on
the energy consumed in the purchase of electricity and gas for the corporate offices and does not include the
consumption of energy used for employee travel.
2022
*
2021
*
2020
2019
Energy usage - UK
6,423
36,296
192,434
177,365
Energy usage – other locations
110,324
189,412
247,721
323,587
Total energy usage
116,747
225,708
440,155
500,952
Proportion consumed in UK
5%
16%
44%
35%
*
Calculated and verified by South Pole
(9)
The Verified Carbon Standard (VCS) Programme is one of the worlds most widely used GHG crediting programme.
In respect of calculations made for 2022, South Pole
extrapolated from 10 months of data (January to
October 2022) to calculate 12 months of data (January
to December 2022) where the information was not
fully available.
In order to be climate neutral Hostelworld has offset the
total Scope 1, 2, and 3 emissions from 2022 (1,591 tCO
2
e)
and 2021 (615 tCO
2
e). Hostelworld has obtained a
certificate of verified carbon unit reduction for all offsets
made. The verified carbon standard (VCS)
(9)
certificate
provided to Hostelworld by South Pole is fully auditable
with specific serial numbers for the particular offsets
Hostelworld have purchased.
Carbon emissions reduction target:
Working with South Pole, Hostelworld committed to an
absolute minimum reduction between the base year
(2021) and target year
(2030) of 42% for Scope 1 and
Scope 2 emissions. Given that Hostelworld is considered
an SME (<500 full-time employees) it was required to
set an emissions target covering 95% of its scope 1
and 2 emissions as set out under the Science-Based
Targets Initiative (SBTi) criteria.
When South Pole was engaged, Hostelworld used
the most recent and representative GHG inventory,
which established 2021 as the base year for ongoing
calculation of target achievement. Emissions had
reduced from 2020 to 2021 driven by the introduction
of flexible ways of working where working remotely
reduced commuting and office running costs, exiting our
long-term lease for our Dublin headquarters to move
to shared service space and moving from maintaining
the Group’s data in a physical data centre to the cloud.
COVID-19 also meant that business travel was
significantly reduced.
When target setting work was completed in 2021,
2030 was established as the target year for achieving
a 42% reduction in Scope 1 and Scope 2 emissions.
The targets were set by using the GHG Protocol,
the SBTi criteria, and PAS 2060 to ensure the highest
climate standards were met. In 2022 scope 1
emissions have reduced by 66% from 0.07 tCO
2
e to
0.02. Scope 2 emissions have reduced by 79% from
72 tCO
2
e to 15 tCO
2
e. We are delighted to report that
the target of 42% reduction was obtained in 2022.
In circumstances where we are a SME for the purposes
of the SBTi criteria (<500 employees), a reduction target
for Scope 3 emissions is not required. Notwithstanding,
Hostelworld has committed to measure Scope 3
emissions where possible and take other measures to
minimise the impact of Scope 3 emissions (as set out
on page 56). Targets established take into account
future growth of the Group where Scope 3 emissions
will increase for purchased consumable and employee
travel, compared to when the Group had minimal
activity through COVID-19.
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Sustainability
continued
Metrics and targets:
The following metrics will be utilised by the Group to assess the progress of our sustainability programme. We have
also set out our related targets in relation to each metric and performance against that target. Where we discuss a
newly implemented target it has not been possible to disclose performance against that target. We will report on
these in future annual reports.
Metric description
Target set
Detail
Scope 1 and 2 emissions
as calculated and
verified by a reputable
third party. 2021 and
2022 emissions were
calculated and verified
by South Pole.
Climate neutral badge
accredited in line with
SBTi criteria. 2021 and
2022 climate neutral
badge accredited by
South Pole.
Obtain climate
neutral label accredited
from a reputable third
party annually.
Maintain total Scope 1
and Scope 2 emissions
below 30 tonnes annually.
We have set a target to be climate neutral each year as accredited
by a reputable third party. To comply with SBTI requirement we
were required to reduce our Scope 1 and 2 emissions by 42%
from 2021 base year to 2030. We have exceeded this target in
2022. In 2022 scope 1 emissions have reduced by 66% from
0.02 tCO
2
e to 0.07. Scope 2 emissions have reduced by 79%
from 72 tCO
2
e to 15 tCO
2
e.
In 2023 we want to further reduce our carbon emissions in
China by purchasing Energy Attribute Certificates.
Our target is to have minimal Scope 1 and 2 emissions, which
we will maintain below 30 tonnes. Our target includes taking
into account a recovery of the business post COVID-19 and
future growth projections.
Where we cannot eliminate what remains, we will offset
the balance.
Volume of Scope 3
emissions as calculated
and verified by a third
party. 2021 and 2022
emissions were
calculated and verified
by South Pole.
By 2026 ensure over
90% of our purchased
consumables will be with
suppliers who are either
climate neutral or who
have established their
own SBTI targets to be
climate neutral by 2030.
From 2023, ensure all
hostel conferences and
other large Hostelworld
events are climate
neutral. Maintain this
target annually.
Our Scope 3 emissions considered are defined on page 64.
They primarily relate to purchased consumables and employee
travel. Both of these factors are likely to increase as our business
grows as we will have increased purchased consumables, namely
direct marketing costs, and increased business travel.
We have
set the following new targets which we will report against in
future periods:
Over 90% of our purchased consumables by 2026 will be with
suppliers who are either climate neutral or who have established
their own SBTI targets set to be climate neutral by 2030. We
will validate this through supplier reviews where we obtain
independent verification from suppliers.
Any significant corporate events or hostel conferences held
will be carbon neutral events, with immediate effect.
We will continue to offset 100% of all Scope 3 emissions calculated
by a third party, until there is a way to validly exclude any Scope 3
emissions which have already been offset.
Our Scope 3 emissions include the cost of employee commuting.
We also have a work from abroad policy which allows employees
to work from abroad for a certain number of days each year.
We will evolve our reporting to also capture work from abroad
emission data points, allowing us to offset the impact that
our
employees make from working from abroad.
67
Metric description
Target set
Detail
Volume of offsets
required by Hostelworld
Offset 100% of Scope 1,
2 and 3 emissions
which cannot be
eliminated annually.
We have an annual target to offset any remaining emissions that
we cannot eliminate and to obtain evidence that these are valid
carbon reductions. Total 2022 offsets amounted to 1,591 tCO
2
e
and 2021 amounted to 615 tCO
2
e. The cost of such offsets for
Scope 1, 2 and 3 are included in future budgeting and forecasting.
We will continue to offset 100% of all Scope 3 emissions calculated
by a third party, until there is a way to validly exclude through
auditable means any Scope 3 emissions which have already
been offset from companies who publicise that they are climate
neutral such as Google.
Sustainability badges
on our website
In H2 2023 – (1) make
available on our website
a sustainability framework
that hostel partners can
use (2) Enable customers
search for hostels
promoted as sustainable
on our website.
Our future target is to award a sustainability badge to hostels
based on the success of their participation in the Staircase to
Sustainability framework. The criteria underpinning the badge
have been identified by working with both Bureau Veritas and
partner hostels, and are based on GSTC standards.
The following target is to develop related website functionality
to allow customers to easily search for hostels who have a
sustainability badge.
We are not setting a target for the Group relating to the volume
of sustainability badges awarded on our website. Our intention
is to facilitate the distribution of sustainability badges in a
responsible way.
We are reliant on hostels co-operation and to
set a target based on the volume of sustainability badges may
negatively impact the credibility of the badge.
Volume of product
offerings and
experiments
A specific product
and experiment
roadmap focused on
sustainability annually.
We have set a future target to either deliver a new product feature
or, alternatively, to conduct a minimum of three experiments
each year to assess the popularity of climate related offerings
and to report the results annually in our annual report. Where an
experiment with a product feature is successful it will be included
as part of our product suite.
In Q1 2023 we are conducting an experiment on customer
offsets, which we will report on in future reporting. Successful
experiments will result in products being included on future
roadmaps. What we can control is the volume of time spent
by Hostelworld employees on climate initiatives and there is a
challenge to each team in setting their roadmaps for the year
that product offerings include sustainability themes which we
will measure through target set on the volume of new product
offerings or experiments run each year.
Our ultimate goal
Under the terms of the Paris Agreement adopted at the United Nations climate change conference (COP 21) on
12 November 2015, almost 200 countries agreed to achieve Net Zero
(10)
by 2050. This means that the Group is required
to play its part and ensure that it will release net-zero carbon Scope 1, Scope 2 and Scope 3 emissions into the
atmosphere by or before 2050. Ultimately, we want to absorb more emissions than we emit to help limit global
warming to 1.5°C and ensure a safe climate for generations of travellers to come. Accordingly, our strategic roadmap
is focused on assisting hostel partners and customers on their own sustainability initiatives.
(10)
Net zero refers to a state in which the greenhouse gases going into the atmosphere are balanced by removal out of the atmosphere. Source:
netzeroclimate.org/what-is-net-zero/
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Employees per location
Total employees at
31 December 2022
241
Dublin
146
Porto
49
London
20
Shanghai
13
Sydney
2
Germany
4
Spain
4
Italy
3
69
Our People and Culture
Average age
36 years
Average length of service
3.5 years
No. of nationalities
31
Our people are key to our success. They are dedicated, smart and fun individuals who are
passionate about helping millions of hostel-focused travellers Meet the World
®
. Our talented
and diverse teams reflect the diversity of our customers and the communities in which
we operate.
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Our People and Culture
continued
Breakdown of gender split across Executive Directors, Non-Executive Directors & Executive
Leadership Team (ELT)
Number
%
%
Male
Female
Total
Male
Female
Chairman and Executive Directors (EDs)
2
1
3
66.7%
33.3%
Non-Executive Directors (NEDs)
2
1
3
66.7%
33.3%
Executive Leadership Team (ELT)
(Including EDs)
5
2
7
71.4%
28.6%
Direct Reports of ELT
14
10
24
58.3%
41.7%
Other employees
116
94
210
55.2%
44.8%
Our people and culture
Our renewed success as a business, as we emerged
from the pandemic, can be largely attributed to our
people. Thanks to their ingenuity, energy, and passion,
they continue to make Hostelworld a unique and great
place to work. We boast thirty-one nationalities across
eight locations globally, and our diverse workforce is a
genuine source of pride.
Employee engagement scores and attrition statistics
are key indicators of employee satisfaction. We are
proud that we significantly increased our engagement
score in 2022 and substantially reduced our attrition
year-on-year.
Our behaviours
Our Behaviours bring our values to life and enable us
to live and breathe them through how we show up
every day. We’re a diverse team, with individual skills
and personality traits, however, we have identified the
common traits that define our winning team culture
and make Hostelworld a great place to create pretty
special products for our customers.
Our Behaviours give clarity on where to focus our efforts
to be at our best. When showcased correctly and
effectively, they help us thrive in each of our roles and
succeed as a business. They are embedded in our
recruitment, performance development and recognition
processes, and they enable our people to identify
learning opportunities, set clear objectives and plan
professional development.
Own it
Master it
Collaborate
Adapt
Deliver
We take ownership
of our OKRs, our
day-to-day, and
our progression too.
We’re independent,
accountable and
comfortable receiving
feedback. We put
our hands up for
new projects and
challenges, anything
to help us and the
business grow.
We are obsessed
with our area of
expertise and
enjoy developing
our skills. We rarely
take things at face
value; we investigate,
interrogate and always
look for ‘the why’
, and
wherever possible
we use data to find
the best solution.
We are in it together;
for the tough stuff and
the celebrations too.
To achieve the best
results, we need
expertise from all
areas of the
organisation, and
we wholeheartedly
welcome diverse
thinking.
We work fluidly,
adapting to new
information and the
evolving environment
while staying
committed to our
goals. Innovation
and experimentation
fuel our projects
and we’re never
afraid to pivot.
Our focus is always
on the end result;
we value outcomes
over activity.
We collaborate to
deliver work at
speed without
dropping any of our
other behaviours.
71
Engaging our employees
We are proud to have a positive and engaging working
environment, that we hope creates a sense of
community and collective purpose. We always welcome
feedback, as we seek to continually improve our working
environment, and further enhance our employee
experience. That is why we frequently conduct
employee engagement surveys to identify what we
are doing well, what people value, and what areas we
can improve on.
One of our measures of engagement is participation in
our annual Have Your Say Survey, and in the summer of
2022, 85% of our people shared their valuable insights
with us, and we are pleased to have significantly
improved our engagement score. The survey results
showed we are making significant progress in areas such
as Collaboration & Communication, Social Connection,
Management, and overall Engagement. Key areas
identified for further improvement are continually being
re-evaluated and our teams have developed actionable
changes to ensure we continue to strengthen our
Employee Engagement scores.
A truly agile approach to working
The world of work has profoundly changed in recent
years. In 2022 we continued to embed a truly agile
approach to work, that further strengthens our
employee value proposition and gives our people the
flexibility they need to work at their best while ensuring
teams are connected and effective, even across the
globe. Our team members have the freedom to flex
their working location and hours to best meet the
business, team, customer, and life needs.
Work-life blend
While taking an agile approach to work, team
effectiveness and delivering our strategic goals remain
a priority. We continued to encourage the practice of
“quiet Wednesdays,” allowing everyone uninterrupted
time to focus on tasks without the distraction of
internal meetings where possible. We are acutely aware
that flexible working hours and working remotely can
mean the boundaries between work and personal time
can blur. That is why we champion everyone’s “Right to
Disconnect” and have created an environment where
team members can disconnect from work, outside of
normal working hours and during leave. Our teams
maintain our company culture, staying connected,
energised, and driven towards collective success,
all while supporting a healthy work-life blend.
Hybrid working
Throughout the COVID-19 pandemic, we implemented
progressive remote working policies to help keep our
team members around the world safe, while also
enabling us to successfully continue our work. This
led to our adoption of a remote first, hybrid approach
to working as we moved into a post-pandemic era.
We believed it important to bring teams and working
groups together and in-person more, to embed a sense
of belonging and increase connection and engagement.
However, the ability to work remotely was ranked the
most favourable aspect of working in Hostelworld in our
annual employee engagement survey, completed each
summer. With this in mind, our hybrid approach does not
mandate set days in our office environments but instead
allows for remote working in the main and brings people
together in person to collaborate where it’s truly valuable.
Examples are welcome days with a new team member,
strategic planning sessions, project retrospective
reviews, learning and development workshops,
cross-functional team meetings, as well as performance
development conversations and mentoring meetings,
all of which are enhanced by being face-to-face.
Meeting the world and working from abroad
As part of our suite of agile working arrangements and
to enable our team members to meet the world, our
“Working From Abroad” policy, provides for up to 30
days, or 6 weeks full-time working, in a variety of
countries across the globe. This policy was designed
to complement our flexible approach to working, so
working hours can be altered to suit different time zones.
The 30 days can be availed of across multiple trips
within the year and can coincide with annual leave to
allow for a little extra exploring when travelling.
Currently emissions arising from any employees availing
of our “Working From Abroad” policy or who avail of
our voucher scheme to travel are not included in our
emissions set out on pages 64 to 65. We have set a
target to work with South Pole to capture emissions
for our “Working From Abroad” policy within our
employee commuting in 2023.
To further support our teams to meet the world, in 2022
we re-introduced Hostelworld credits, an employee
benefits scheme that gives our team members a chance
to book a stay with any of our hostel partners, at a
reduced rate. Trips are unlimited, and bookings can even
include family and friends joining the trip, making it
cheaper and more accessible for everyone at
Hostelworld to travel and embrace agile working.
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Our People and Culture
continued
Staying connected
We recognise the power of communication in enabling
us to achieve our vision and we actively promote an
open, transparent and collaborative culture. We continue
to host bi-weekly virtual townhalls, ensuring everyone
is kept up to date on business performance, share key
priorities and provide a platform to share and celebrate
successes across the business. Our Townhall also gives
our people a chance to share what is on their minds and
pose questions to our ELT through our open question
forum, allowing them to have a clearer understanding
of our people’s views and perspectives.
We see true value in having open two-way
communication between our Board and those working
within the business. We commenced this year, by
facilitating an in-person two-day strategic planning
event with the Hostelworld Board and those reporting
to our ELT. The event provided an opportunity to
reflect on the progress made to date, and for an open
discussion on the strategic priorities for the business
going forward.
We also facilitated two Employee Engagement Forums,
hosted by Éimear Moloney, Non-Executive Director
responsible for understanding the views of the Group’s
employees and for managing effective engagement
between the Board and the Group’s workforce.
Our colleague engagement forum met with Éimear
on various dates throughout the year to ensure that
the Board and Hostelworld employees mutually
understand each other’s views and that employees’
views are considered as part of the Board’s decision-
making processes.
Our values
Our five company values guide how we work together
and are an integral part of defining who we are as a
business and team. Whether it’s our travellers, our
hostel partners, or our employees, our customers remain
at the heart of everything we do, that’s why our “Think
Customer” value is always front of mind for our teams,
alongside our commitment to “Building a Better World” by
embracing inclusive and collaborative ways of working.
We believe that we can better achieve our company
goals when we embrace our “Community Spirit” and
avoid playing things safe for too long. We always
encourage our team members to “Be bold, be brave,
be adventurous” and to take appropriate risks, allowing
us to learn much quicker and make simplicity our
mantra in everything we do, to function at a faster and
more effective speed. This is balanced with “keeping
it simple” and not over-complicating things.
Think
Customer
Be bold, be brave,
be adventurous
Keep it
simple
Building a
better world
Community
spirit
Think customer first,
we’re on their side in
everything we do.
We always aim to
delight and surprise,
anticipating and
fulfilling their needs,
deepening our
engagement at every
opportunity.
Whether it’s our travellers
our hostel partners or our
employees, our customers
will remain at the heart of
everything we do.
Allow our passion to
drive our ambition.
Be fearless to
embrace change as
a path to success
and adventurous in
our thinking.
We will not move at the
pace we need to if we
don’t take more risks.
We’ve been playing it safe
for too long, careful to not
make the wrong choice
From now on we need to
be brave – take the risks,
make hard decisions and
learn much quicker.
Use simplicity and
smart thinking to be
agile and improve
everything we do.
Let’s make complexity
our enemy and
simplicity our mantra.
The simpler we make our
processes, the more quickly
we can move. If we can
make simplicity our mantra
in everything we do, we
will function at a much
faster speed
We use our collective
energy every day
to promote
understanding in our
world by enabling
individual journeys of
discovery, adventure
and meaning. We
value and promote
equality, respect and
diversity to help
inspire a better world.
We must always be
inclusive and welcome
everyone on our journey
We bring people
together from all over
the globe, inspiring
energy, passion and
curiosity. Our unique
community spirit
empowers us to help
build collaboration,
openness and
honesty.
We need to remember that
at the heart of who we are
and what we stand for is
our Meet the World spirit.
73
Rewarding and recognising our people
Across Hostelworld we have sought to build and nurture
a culture of recognition and appreciation, celebrating
achievements, whether they are big or small. Each of
our team members plays a vital role in creating this
culture by simply saying thank you for a job well done,
celebrating key life events with teammates, and giving
a shout-out to great performances or achievements
as soon as we see it.
Our quarterly High Flyer awards are underpinned by
our five key Behaviours of Own It, Master It, Collaborate,
Adapt and Deliver, and recognise team members
who deliver outstanding business results and who
consistently demonstrate our Behaviours. Our people
nominate the colleagues they believe to be deserving,
and our Recognition Committee selects the 5 individuals
or teams, to be presented with the accolades by the
ELT at the company townhall.
Investing in our people’s growth
and development
In 2021 we identified a need to invest more in learning
and development within the Group. 2022 has been
about building solid foundations for the future, and our
people are already benefiting from the improvements
made in this space.
At Hostelworld we feel that supporting and championing
ongoing career development for our people is
fundamental to our success. We are committed to
providing access to best-in-class learning and
development initiatives that are tailored to the
individual’s needs. Growing together is a key component
of our ethos, and through collaborative mentoring,
ongoing feedback, coaching, and recognition
programmes, we enable our team members to shine.
Underpinning this, our performance development
process enables constructive two-way conversations
centring around goal setting, feedback, coaching, and
career and development planning. We want our team
members to feel supported and enabled to be their
best throughout their Hostelworld journey.
Continuous learning
In 2022 we completed an in-depth company-wide
learning needs analysis which enabled us to define
and communicate a carefully considered learning and
development strategy to meet the needs of our diverse
workforce. The four pillars of the strategy centre around
building and refining both personal and professional
skills for our people managers, leadership team, and top
talent as well as offering a focused core curriculum
designed to be accessible to all team members.
The strategy is then underpinned by company-wide
initiatives to support continuous and on-the-job
learning, including an internal mentoring programme
and access to e-Learning through partnerships with
external providers. At Hostelworld, we understand
that having the time to concentrate on learning and
development can be challenging, and as such, in 2022
we communicated a commitment to investing in our
team members, enabling them to take the necessary
time to learn, with a recommendation of 52 learning
hours per year for each team member. As we continue
to deliver, evolve and embed the strategy, we will focus
on broadening each of the programmes and bolstering
the offerings by providing additional practical resources
to support our team members in the real world of work.
Career development planning
In the first half of 2022, we undertook a company-wide
talent review, designed to enable us to assess the
current skillsets within the business and to define our
key talent. Once our top talent cohort was defined, we
then dedicated resources to nurture and support the
development of that talent through offering career
concierge sessions with our learning and development
talent partner, creating and implementing individual
focused development plans, and offering access to
specialist masterclasses and other tailored solutions.
Developing our leaders
Our newly created people manager effectiveness
programme is built for managers and leaders at all levels
across the business. Core modules developed to
enhance fundamental people management knowledge
and skills include accredited Situational Leadership:
Building Leaders and Insights Discovery courses, as
well as elective modules, delivered both internally and
externally through partnerships with specialist providers,
designed to broaden perspectives while providing
practical tools and techniques. We are excited to
continue the rollout of the people manager effectiveness
programme and will continue to evolve the offering in
line with business needs.
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Our People and Culture
continued
Employee health and wellbeing
At Hostelworld, we have a community spirit like no other.
We bring people together from around the globe and we
always look out for each other. Our wellbeing strategy
adopts a holistic approach, with many programmes
and employee benefits aiming to promote healthy and
balanced lifestyles across 4 key pillars; physical
well-being, mental and emotional wellbeing, financial
well-being, and social connection. We are committed
to helping our team members build resilience against
life stresses, providing them with -resources to plan
for the future, and creating a culture of social inclusion
and belonging.
Physical wellbeing
Throughout the year, we promote and educate our
teams on how to take care of their physical health. In
2022, we hosted a variety of webinars and e-learning
opportunities, as well as welcoming guest speakers
specialising in particular areas of health. For example,
our teams learned how to spot the signs of several
types of cancer, raising awareness of the importance
of early detection. Our team members are encouraged
to make full use of the health and wellbeing benefit
programmes with regular information sessions hosted
to increase engagement and update of well-being
benefits, such as financial remuneration for health
costs, free access to health services, and wellbeing
leave as needed.
Mental and emotional wellbeing
In 2022, we continued to support employees’ mental
and emotional wellbeing, in a way that complimented
our agile approach to working. We focused on ensuring
that our people had fair and equitable access to support,
no matter what country they were located in.
In this spirit we continued to share a monthly
wellbeing calendar with our colleagues, providing
regular advice, support, reading materials, and virtual
events to attend, to equip our team members with the
tools and knowledge needed to manage their mental
health and build emotional resilience. Our Employee
Assistance Programme offered to all our team members
globally, also enables everyone to access counselling
service which can help with a wide variety of issues
team members might be facing, such as stress, anxiety,
low mood, marital or relationship problems, worries
about physical health, grief, and advice on practical,
day to day issues.
We encouraged all our team members to make use of
their three annual wellbeing days, launched in 2021, and
saw an increased uptake of this in 2022. Our wellbeing
days are there to support our team members when they
just need to press pause and take time to disconnect,
relax and recharge. Building upon the introduction of
wellbeing leave, we enhanced our global annual leave
policy, allowing individuals to take up to 27 days of leave.
This allows everyone to take well-deserved periods of
rest throughout the year.
Financial wellbeing
Financial wellbeing centres on providing the resources
that enable our employees to manage their money and
plan or the future. Across 2022 we held a number of
workshops for employees to understand benefits that
they were entitled to including meeting with external
health insurance and pension advisors.
Social connection
As travel restrictions eased in 2022, our teams were
provided with more opportunities for social connection
through activities in and out of work time. Our social
committee was re-established and organised several
recreational gatherings throughout the year, ranging
from our monthly pizza parties to immersive adventure
gaming events. Our summer and end-of-year parties
saw our European-based team members travel to
Ireland and Portugal, to enjoy time together for the
first time since 2019 and provided an opportunity for
new team members to network, foster relationships
with colleagues, and spend time with team members
from other departments in a relaxed environment.
Our mental health champions
Across Hostelworld, we implemented our mental health
champions initiative, whereby team members across a
variety of locations globally, volunteered to complete
a training and certification process, providing them
with skills to safely provide mental health support and
crisis intervention. This enables them to act as a
confidential and accessible first port of call, for any
individuals who may be suffering from mental health
difficulties or who are experiencing mental health crises.
Our mental health champions make themselves available
to all, to listen compassionately and respectfully, and
where appropriate signpost team members towards
professional services, such as our employee assistance
programme (EAP) which provides global support across
all our locations.
75
Fostering diversity, inclusion, and belonging
Our social sustainability ambitions and commitments
include our commitment to building a highly inclusive
workplace culture that encourages and celebrates
diverse voices; one where everyone feels empowered
to share their experiences and ideas. We have made
great progress across our Diversity and Inclusion
agenda in 2022, making Hostelworld an even greater
place to work.
We deliver our commitment to Diversity & Inclusion
across 4 key pillars:
Driving internal change: Ensuring our team is
representative of the diverse society in which we
live, and our culture is inclusive
Celebrating differences: Ensuring everyone feels
comfortable sharing their unique perspectives
Education: Creating a culture of learning and a better
understanding of the issues minority groups face
External change: Ensuring, where possible, that
Hostelworld’s external activities reflect our
diverse society
Offering our team members, a variety of inclusive
policies is fundamental to building a solid foundation
for a diverse and inclusive workplace. This year we
introduced a Diversity and Inclusion policy, outlining
how Diversity Inclusion underpin all areas of our work.
We refreshed our Compassionate Leave Policy, to
include up to 15 days of leave for team members
affected by pregnancy loss, allowing space and time
to withdraw from work life when needed. We reviewed
and enhanced other policies with a Diversity and
Inclusion lens, such as Parental, Paternity, and Maternity
leave, ensuring they truly align with our Diversity and
Inclusion policy.
Building D&I awareness
From the onset of our D&I journey, we recognised that
providing D&I training is key to fostering an inclusive
culture. In 2022, we raised awareness by delivering an
inclusive language learning series to all. This supported
our people to understand and harness the power of
inclusive language to reflect the values we hold – the
respect for, acceptance of, and inclusion of the full range
of diverse people in our community and our workplace.
Inclusive leadership
We deployed learning resources in 2022, to empower
our people managers to better understand how we can
stand together against inequity, inequality, and injustice.
People managers throughout the organisation completed
inclusive leadership training. The workshops, designed
in partnership with the “Irish Centre for Diversity”,
prompted participants to reflect on their leadership of
teams, through a D&I lens. The workshops highlighted
the characteristics of an inclusive leader and assisted
all to understand how unconscious bias can impact
organisational culture and the employee experience
from the recruitment process through the employee
journey. We are committed to supporting leaders to be
positive role models and equipping everyone to reach
their full potential.
D&I Events
We continue to mark annual D&I events throughout the
year such as International Women’s Day, Pride Month,
and Black History Month. We welcomed external guest
speakers leading in this space, alongside members of
our internal ESG steering committee who discussed
topics such as race, diversity, and equality. Our people
embraced each opportunity to develop their knowledge
and understanding of the challenges these groups face
and learn how to champion inclusivity within their teams.
Hostelworld pride
We marked the month of June as a time of celebration
and solidarity for the LGBTQ+ community. Externally
our website and mobile apps adopted pride-themed
branding in support of the LGBTQ+ community
worldwide. We also elevated the voices of LGBTQ+
travellers, sharing their lived experiences, and bringing
to the fore both the joys and challenges of meeting
the world as an LGBTQ+ individual. We also welcomed
pride at work, Ireland’s largest LGBTQ+ focused diversity,
equity, inclusion, and belonging (DEIB) training and
partnership programme, who delivered an insightful
and empowering workshop to our global workforce.
Gender diversity
Having a talented and diverse team with a truly inclusive
culture is hugely important to us and focusing on and
striving for gender balance is a key part of achieving this.
We aspire to a gender balance across our workforce.
At 31 December 44% of our employees identified
as female.
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Our People and Culture
continued
In 2022 we were delighted to become supporters of the
30% Club Ireland which is a global campaign committed
to achieving better gender balance at leadership levels
and throughout organisations. We are immensely proud
to make this pledge to the 30% Club as a commitment
to making Hostelworld an even more diverse, equitable,
and inclusive place to work.
Investing in diversity
Hostelworld has built a strong foundation to embed D&I
across all our locations and we believe we are equipped
for the journey toward becoming an even more equitable
and inclusive place to work. This was validated this
year when we were awarded the Investors in Diversity
bronze accreditation by Irish Centre for Diversity. The
receipt of this award, coupled with D&I ranking as the
second highest scoring factor by our employees in our
annual employee engagement survey, encourages us
to confidently continue our D&I journey.
Building a better world
We are committed to building a better world by serving
the communities in which we live and work. With that in
mind, we provide volunteering opportunities for team
members to support the causes that they hold close to
their hearts. Team members can avail of our Volunteering
Leave policy, allowing 5 paid days per year, to share
their time and talents with recognised charities, causes,
or not-for-profit organisations. Our team members can
choose a cause that is important to them, or they can
join our company’s organised volunteer day, making a
positive difference in their local communities.
In addition to enabling team members to support
charities on an individual basis, our teams came
together across the globe throughout the year to
volunteer and raise funds for charities within their local
communities. In Dublin, our teams conducted Beach
Clean Up Days as well as volunteering their time with an
Irish Charity called Team Hope, which runs an annual
campaign that delivers gifts straight into the hands of
children affected by poverty. Our Porto team volunteered
with an Animal Welfare organisation by giving their time
to support animals in need. Our Shanghai team
volunteered and completed certified training to become
health, wellbeing, and first aid champions, allowing them
to volunteer with the elderly within their local community,
in partnership with the local district bureau.
Charitable giving
Our people love a challenge, and when volunteering
or fundraising for a worthy cause, they rise to the
occasion. In 2022, Hostelworld teams raised funds and
competed with other companies as part of two key
campaigns. Clash of the Companies for Sick Children
and Movember. The Hostelworld teams excelled and
raised awareness and sizable charitable donations to
support changing the face of health and wellbeing for
many people across society. We were delighted to
give our team’s charitable giving an additional boost
by matching the figures raised for these campaigns,
doubling Hostelworld’s overall donations.
Our team members are our best ambassadors when it
comes to helping us attract talent, so we offer a referral
scheme, allowing for a bonus payment of up to €5,000
when a team member refers a new joiner. As part of our
Charitable giving initiatives, recipients have the option
to donate part or all their referral bonus to a registered
charity, with Hostelworld matching donations, again
doubling the donation to their chosen charity.
Hostelworld supports those affected by
Ukraine invasion
Like most, we were shocked and saddened, to see the
events unfold involving Ukraine. We set about identifying
how we could support our hostel partners in Ukraine,
our customers travelling to and from Ukraine and
neighbouring countries, as well as those fleeing Ukraine.
Firstly, to support our customers, we amended our
policies to offer a full refund on booking deposits,
for those directly impacted by the conflict. Secondly,
we reached out to our hostel partners across Europe
to create a directory of hostels that can provide
accommodation for refugees fleeing Ukraine. On our
site, we offered details to reserve a place with one
of our many hostel partners. These properties offered
rooms allocated to refugees alone, not to be shared
with other travellers, so those in need had privacy
and space to look after themselves and their families.
Lastly, Hostelworld has donated 100% of the revenue
generated from bookings in Ukrainian hostels since the
date of the invasion and matched 100% of it, donating
the sum to the United Nations High Commissioner for
Refugees (UNHCR).
77
Section 172 – Statement of Compliance –
S172 (1) of the Companies Act, 2006
Building strong relationships with our stakeholders
Directors must act in accordance with a set of general duties which include a duty under Section 172 of the
Companies Act 2006 to promote the success of the Company. In so doing, the Directors are required to have
regard to certain stakeholders, and has had regard to:
The likely consequences of any decisions in the long-term;
The interests of the Group’s workforce;
The need to foster the Group’s business relationships with suppliers, customers and others;
The impact of the Group’s operations on the community and environment;
The desirability of the Group maintaining a reputation for high standards of business conduct; and
The need to act fairly between shareholders.
Open and honest engagement
The Company aims to have a two-way constructive relationship with the following five key stakeholder groups.
By considering their perspectives and views, the Company seeks to ensure that the outcomes of business decisions
are more informed and sustainable.
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Section 172 – Statement of Compliance –
S172 (1) of the Companies Act, 2006
continued
Our People
Why we engage
The capability of our people will always be critical to delivering on our strategy. We aim to build
an inclusive culture where diversity is valued, and in which different perspectives contribute
to more informed and robust decision making. We want all our people to be engaged and
motivated to help the business achieve its strategic goals and we are committed to providing
a safe and respectful working environment where career progression and professional
development is supported and encouraged, and workforce rights are fully respected.
How we engage
Workforce engagement surveys
Targeted engagement interviews conducted by the CEO in December 2022 with twelve
individuals previously identified in the context of succession planning as ‘future senior
leaders’ of the business
Workforce engagement forums attended by Éimear Moloney in her capacity as Non-Executive
Director with responsibility for workforce engagement
Attendance at a strategy-focused Board meeting in May 2022 by sixteen individuals previously
identified in the context of succession planning as ‘future senior leaders’ of the business
Consistent performance management
Bi-weekly virtual townhalls for all our people where the CEO and management team update
on trading and workforce welfare initiatives and facilitate an open forum questions and
answers session
Recognition and reward programmes
Informative and up-to-date workforce communication channels
What our people told
us was important to
them during 2022
Investment in career development and learning and development
In person engagement and workforce social events to reconnect after COVID-19
Workforce wellbeing and mental health support
Diversity and inclusion
Sustainability and ESG
Continuing the recently adopted practice of holding a strategy-focused Board meeting
attended by future senior leaders of the business
Continued focus and oversight from the Board on the Group’s culture
Outcome of
engagement
during 2022
Action plan overseen by the Nomination Committee and endorsed by the Board focused
on learning and development implemented across the organisation
In person meeting schedule agreed and implemented and summer and Christmas social
events held in various locations (with Non-Executive Directors attending a number of
social events)
Workforce wellbeing survey completed and reviewed by the Board, and a programme
focused on supporting mental health implemented
Joined the ‘30% Club’ in Ireland (campaign to increase gender diversity at Board and
Executive level) and completed D&I accreditation with Investors in Diversity
Focus on improving the sustainability of the hostelling category through involvement with
Global Tourism Plastics Initiative, membership of Global Sustainable Tourism Council, and
our partnership with South Pole
(1)
to offset the Group’s 2021 greenhouse gas emissions
Board assessment and review of the Group’s culture at a Board meeting in August 2022
How the Board engages
with our people and
considers their
interests in key
Board decisions
A ‘People and Organisation/Culture’ update provided by the Chief HR Officer is a standing
agenda item at each scheduled Board meeting with the results of the Group’s workforce
engagement surveys reviewed, and Board oversight provided on progress on all material
workforce and culture related initiatives and programmes. Éimear Moloney, in her capacity as
designated Non-Executive Director for workforce engagement, has continued to engage
with our people during the relevant reporting period. Our workforce engagement statement
is set out on pages 97 and 98.
(1)
South Pole, recognised by the World Economic Forum’s Schwab Foundation, is a leading climate solutions provider and carbon project developer. South
Pole advises thousands of leading companies on their sustainability journeys to achieve net-zero emissions. With its global Climate Solutions platform,
South Pole develops and implements comprehensive strategies that turn climate action into long-term business opportunities for companies,
governments and organisations around the world. Website:
www.southpole.com
79
Customers
Why we engage
Customers will always be central to everything we do and to the long-term growth of the
business. Decisions that the Board take need to ensure Hostelworld delivers a competitively
priced high-quality offering to our customers. Accordingly, it is vital that we engage with our
customers to make sure we are providing them with the products and services they need in
a way that establishes and maintains brand loyalty.
How we engage
Investment in proactive and reactive social media and customer satisfaction surveys sent
to customers following their trip
Use of digital tools that assess customers’ online experience with Hostelworld
User interviews to test functionality of new product features to ensure we are delivering on
customer requirements
Direct interviews with customers to develop insights into customer preferences and
concerns and how these can be addressed effectively
A dedicated customer support team
What our customers
told us during 2022
that was important
to them
An easy and stable way to log-in to and use the Group’s social network features
Being able to meet like-minded people while they are travelling
An improved check-out experience on the Group’s platform
Improvements to the Group’s digital platforms to enhance management of travel bookings
and their Hostelworld account
Effective customer support when they need it
Outcome of engagement
in FY 2022
Development of social log-in features and an on-going test and learn approach to improve
customer log-in experience
Built a suite of social features and launched a social network to enable customers meet
fellow travellers
Redesign and technology upgrade of ‘My Account’ and user account features
Redesign and improvements of online checkout process focusing on clarity of actions
required of customers
Increased Trust Pilot scores in 2022 through investment in the Group’s customer
support offering
How the Board
considered customer
interests in 2022
Considered customer trends at the strategy-focused Board meeting in May 2022 with
presentations provided by customer relationship-focused senior executives
Updates at each scheduled Board meeting on customer insights and alignment between
the Group’s product strategy and customer preferences and trends
Annual review of the results of surveys and engagements with customers
Capital allocation and strategic decisions informed by key business requirement to focus
on launch of social network product suite to meet customer requirements
Review of inflationary pressures and ‘cost of living’ issues in key markets and related
impact on customer trends
Review and oversight of the Group’s platform modernisation programme to ensure service
delivery for customers is improved
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Section 172 – Statement of Compliance –
S172 (1) of the Companies Act, 2006
continued
Key Suppliers (including Hostel Partners)
Why we engage
Maintaining a positive and trusted relationship with our key suppliers and hostel partners is
central to the success of Hostelworld and allows the Group to provide high quality travel
products and services to our customers. Through engagement with suppliers the Group aims
to reduce risks in key areas such as privacy compliance, ethics and services quality and
ensure the well-ordered running of operations. Through engagement with hostel partners
the Group supports emerging needs and requirements with a solution-focused approach.
How we engage
Regular performance review and strategy alignment meetings with hostel partners
Flagship hostel conference in Copenhagen in April 2022 attended by each Non-Executive
Director (~200 hostel representatives in attendance) as well as a number of regional hostel
partner events and in-market visits
~40 webinars for hostel partners hosted in 2022 (~1,300 hostels represented) with
interactive question and answer sessions and follow up surveys
Key focus on working with hostel partners to design a bespoke sustainability framework
for the hostel sector (multiple surveys and direct interviews with hostel partners focusing
on product enhancements, hostel sustainability and other ESG matters)
Effective relationship management and governance with key suppliers through regular
business reviews and consistent communication
Proactive engagement with key suppliers on risk management to minimise business risk
and ensure effective business continuity management
Sustainability assessment completed for a number of key suppliers
Onboarding of new suppliers through a formalised and robust procurement process
What our suppliers and
hostel partners told us
was important to them
during 2022
Continued focus on strategic alignment and growth opportunities
Ability to create hostel hosted social events as part of the social experience in hostels
Supporting hostel partners broader sustainability journeys including by showcasing the
sustainable benefits of hostelling
An enhanced campaign management platform allowing increased flexibility and
customisation for seasonal promotions
Ability to streamline a number of processes around customer cancellations
Enhancement of the Group’s Counter property management system platform
Alignment between key suppliers and the Group’s strategic objectives and future supplier
requirements and dependencies
Hostelworld’s ESG policies
81
Key Suppliers (including Hostel Partners)
Outcome of engagement
in FY 2022
Improved customer experience focused on providing the right hostel accommodation
inventory to customers through an enhanced search experience
Modernisation of the underlying technical infrastructure to improve the product offerings
around hostel rates and hostel accommodation inventory management
Ongoing promotion of Counter as a hostel-focused and mobile-friendly property management
system with full integration of the Counter platform within the
Hostelworld.com
environment,
gaining operational and cost benefits
Continued development of the Group’s sustainability and ESG strategy and roadmap with a
particular focus on building the ‘Staircase to Sustainability’ framework for hostel partners,
and highlighting hostels already active in the sustainability space in the Group’s annual
hostel partner awards
In partnership with ‘Bureau Veritas’
, published a report based on research/modelling that
was undertaken by Bureau Veritas establishing that hostels produce less carbon emissions
than hotels and are a more sustainable way to travel
(2)
Partnered with consultancy firm South Pole to reach the Group’s first major environmental
milestone by becoming a certified climate neutral company
(3)
in respect of 2021 and 2022
Improved alignment between the Group and its key IT vendors on the Hostelworld strategy
roadmap, vendor requirements and KPIs
Introduction of a new annual business review process for key suppliers
How the Board
considered key
suppliers and hostel
partners interests
in 2022
The Chief Supply Officer provides the Board with a detailed update on hostel inventory
supply and projects related to hostel partners as a standing agenda item at each scheduled
Board meeting
Review of hostel partner engagement channels and feedback from hostel partners which
informed related assessments and strategic decisions made by the Board in respect of
hostel partners
Board oversight and approval of the Group’s sustainability and ESG strategic roadmap which
focused on establishing that hostels were more sustainable than hotels
Board oversight and approval of compliance with the recommendations of the TCFD framework
Approved the acquisition of the remaining shares in Counter App Limited and the integration
of the Counter property management system with the Group’s technology platform
(2)
Bureau Veritas is a certification body engaged by Hostelworld in 2022 to perform research on the carbon emissions of the hostelling sector. Study
source:
www.bureauveritas.co.uk/hostelworld-carbon-impact-analysis
(3)
To be accredited with a climate neutral certification an organisation needs to measure their material emissions associated with their operations in line
with GHG protocol, set a reduction target aligned with near-term science-based target requirements, finance climate action equivalent for any residual
emissions through certified climate action credits, and disclosure of all details transparently. Hostelworlds climate neutral label for 2022 and 2021 was
awarded by South Pole. Website:
www.southpole.com
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Shareholders
Why we engage
We believe that shareholders having a clear understanding of our strategy and financial and
operational performance helps ensure they can assess the value of their investment and the
investment opportunity/risk that Hostelworld shares represent.
How we engage
Capital Markets Day in November 2022 attended by the Group’s Executive Directors, the
Chief Product Officer and the Chairman
Attendance by the CEO and CFO at investor conferences and roadshows throughout 2022
A physical AGM was held following the removal of COVID-19 related restrictions with AGM
engagement channels also made available to shareholders to send advance questions to
the Board
The Chairman and Remuneration Committee Chair/Senior Independent Director engaged
directly with shareholders on executive remuneration, as further described on page 134
The Group commissioned h2glenfern to engage with institutional investors and other
market participants to gain direct feedback and input on their perspectives and views of
the Company and to ensure that the Company’s investor relations communications were
meaningful and effective
Publishing of trading updates and direct engagement at various stages during 2022 between
the CFO and our main shareholders on achievement against the Group’s strategic objectives
What shareholders
told us was important
during 2022
Executive remuneration policy
Liquidity, cash conservation and financial performance (including operating expenditure)
Effective and transparent engagement with the Group
ESG and sustainability reporting
Disclosures required by the TCFD recommendations
Long-term growth and performance against strategic objectives
Talent management and succession planning at Board and Executive Leadership Team level
Diversity and inclusion
Outcome of engagement
in FY 2022
Shareholder approval of the new Directors’ Remuneration Policy at the Company’s AGM on
11 May 2022
Programme focused on reducing vendor costs implemented
Engagement with shareholders throughout 2022 on the Group’s liquidity, financial and
strategic performance, and executive compensation
Development of the Group’s sustainability and ESG strategy as set out on pages 51 to 67
Ongoing oversight of a programme of activities implementing the Group’s Diversity and
Inclusion Policy, which is further described in the ‘Our People and Culture’ section set out
on pages 75 and 76
Ongoing succession planning for Board and Executive Leadership Team and identifying
future senior leaders of the business
Implementation of a Non-Executive Director skills matrix, as further described on page 107
and page 111
Section 172 – Statement of Compliance –
S172 (1) of the Companies Act, 2006
continued
83
Shareholders
How the Board
considered shareholder’s
interests in 2022
The Board’s primary contact with shareholders is through the CEO and CFO, who are in
regular contact with shareholders with the support of the Group’s Head of Investor Relations
– the Chairman and other members of the Board are available to meet with shareholders
as requested
The Board is provided with investor relations reports by the CFO at each scheduled Board
meeting and reviewed the results of the h2glenfern direct engagement with investors and
other market participants at its meeting in December 2022
Prior to recommending to shareholders the approval of the new Directors’ Remuneration
Policy at the Company AGM on 11 May 2022, the Remuneration Committee Chairperson
wrote to shareholders holding approximately 70% of the issued share capital in the Company
(including new shareholders who joined the share register in early 2022) and the main proxy
advisers to explain the rationale for the proposals and invite comments
The Board was updated on shareholders views expressed in connection with the related
remuneration policy consultation exercise by the Remuneration Committee Chairperson
and Company Chairman
The Board considered the views of investors on long-term growth and liquidity as part of
its assessment of the Company’s policy on dividends and capital allocation
The Board provided oversight on achievement by the Group of its sustainability and ESG
strategic objectives. Detail is included on pages 52 and 53 of Sustainability, as referenced
on pages 19 and 20 of the Chairman’s Statement and pages 26 and 27 of the Chief
Executive’s Review
The Board approved a proposed amendment to the Remuneration Committee’s Terms of
Reference to permit the Remuneration Committee consider the inclusion of ESG related
performance metrics and targets as part of the Group’s remuneration and reward programmes
84
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Hostelworld Annual Report 2022
Section 172 – Statement of Compliance –
S172 (1) of the Companies Act, 2006
continued
Society
Why we engage
We aim to ensure we make a positive contribution to the communities we operate in and where
our people live. By supporting diversity and inclusion in our business, implementing our
sustainability and ESG strategic objectives, and running our business in a fair and compliant
way that fully respects the rights of our staff, stakeholders and partners in society, we can
help build a more tolerant society, create value for our partners in society and play our part in
addressing climate-change risk.
How we engage
Creating partnerships with local charities, including with employee nominated charities
(see page 76)
Engagement with a number of stakeholders as part of implementing our sustainability and
ESG strategic objectives, as further described on pages 52 and 53 of the Sustainability
Report, and our metrics and targets as set out on pages 66 and 67
What community
stakeholders told
us was important
during 2022
Diversity and inclusion
Playing our part in promoting a broad ‘
fairness in society’
agenda
Responsible use of natural resources and climate change
Outcome of
engagement
during FY 2022
Partnered with charities and not-for-profit organisations with a particular emphasis on charities
that support men’s mental health initiatives
Financial support for hostels located in Ukraine
Continued the implementation of our sustainability and ESG strategic objectives and
published a report establishing the more sustainable nature of hostel accommodation
(4)
Diversity and inclusion further embedded into how we run our business
How the Board
considered these
interests in 2022
Sustainability and ESG issues have continued to be a key focus area for the Board during 2022
with the Board providing oversight and approval of the Group’s ongoing implementation of
its sustainability and ESG programme, and review of compliance of the Group’s TCFD
reporting requirements
Board oversight of the ongoing programme to ensure diversity and inclusion are key parts
of the Group’s culture
Board consideration of the increases in inflation and energy costs and their impact on entry
level and less senior colleagues living in cities where the Group operates.
(4)
Study available at
tinyurl.com/2pq74bj6
85
86
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Hostelworld Annual Report 2022
Board decision making in practice from a section 172(1) perspective
The Board considers principal decisions to be those decisions which involve significant long-term implications and
consequences for the Company and/or its stakeholders. The following table sets out examples of some of the Board’s
principal decisions taken during 2022 and how the Directors took stakeholder views into account in accordance with
their duties under section 172(1) of the Companies Act 2006.
Strategy focus on launch of social network features
Principal stakeholders: Shareholders, workforce and customers
s. 172 considerations:
Long-term consequences, interests of workforce, relationship with customers
The Board approved investments and resource allocation to ensure the delivery and launch of the Group’s pioneering
social network, the cornerstone of the Group’s growth strategy.
The Board was aware from engagements with major shareholders that execution of the Group’s social network strategy
and a continuing strategic emphasis on delivering features that differentiated the Group from larger online travel agencies
was critical to ensure long-term business growth and the return of value to shareholders. Customer and workforce
feedback provided during 2022 (similar to 2021) had established that compelling product features were expected by
customers and investment in the Group’s strategy would enhance workforce engagement. The Board considered the
interests and expectations of shareholders, customers and our workforce and concluded that the interests of each
stakeholder would be positively served by approving the investments and resource allocation necessary to launch the
Group’s social network product features.
Counter shareholder buyout
Principal stakeholders: Shareholders and hostel partners
s. 172 considerations:
Long-term consequences, Group’s business relationship with suppliers, customers and others
During the year the Board approved the acquisition of the remaining shares in Counter App Limited, the business the
Group invested in in 2019 to develop a mobile centric PMS platform. As part of the original shareholders’ agreement
with Counter’s original founders, the Group included an option to take full ownership of Counter in accordance with an
acquisition process which was to commence in November 2022. In early 2022 the Group agreed with Counter’s founders
to accelerate the timeline by which full share ownership would be acquired and full operational control of the platform
would be assumed by the Group.
Shareholders: The Board considered the longer-term consequences and assessed that the accelerated acquisition of the
minority shareholding and assumption of full operational platform control would enable the Group to integrate Counter
more deeply into Hostelworld’s technology environment which would accelerate its growth and support the achievement
of the Group’s strategic objectives.
Hostel Partners: The Board noted that Counter would become part of the Group’s hostel partner facing product portfolio
and agreed that hostel partners would benefit from the planned investment into the platform to enhance its performance
and ensure its reliability.
Section 172 – Statement of Compliance –
S172 (1) of the Companies Act, 2006
continued
87
New Remuneration Policy
Principal stakeholders: Shareholders, workforce
s. 172 considerations:
Long-term consequences
Shareholders approved a new Directors’ Remuneration Policy at the AGM in May 2022. The Remuneration Committee
decided to effectively replicate the previous remuneration policy and defer most material changes to a later date. The key
exception to this was the adoption of a different approach to long-term incentives, with the Remuneration Committee
deciding to make a grant of restricted shares to the Executive Directors and other key colleagues in place of LTIP awards
in 2022 and 2023. This award was granted in May 2022 following shareholder approval of the new Remuneration Policy.
Further details in respect of the rationale for the awards and the details of the awards themselves are set out in the
Chairman of the Remuneration Committee’s Annual Statement (Executive Remuneration in 2022) on pages 121 and 122.
In making its assessment the Remuneration Committee noted the long-term risks to the business and to shareholder value
if retention risks relating to the Executive Directors and other senior executives were not properly addressed at a time when
the business was continuing to manage the implications of the COVID-19 pandemic and executing the Group’s rebuild
strategy. The Remuneration Committee also noted that the majority of Hostelworld’s major shareholders, who the
Remuneration Committee Chairperson and Chairman of the Board had consulted with directly, understood and accepted
the rationale for the new Directors’ Remuneration Policy and agreed to support the proposed awards.
Capital allocation policy
Stakeholders: Shareholders, workforce
s. 172 considerations:
Long-term consequences
The issue of returning value to shareholders and assessing the decision made by the Board in June 2020 to cease paying
cash dividends was a key issue considered by the Board during 2022. From feedback received over many years from
shareholders, the Board is particularly aware of the importance of returning value to shareholders. The Board is, however,
also aware that there are various other factors which need to be considered including the Group’s liquidity position and need
to exercise caution as the Group stabilises its cash position. Following its assessment of this important issue, and after
balancing the interests and views of shareholders and other stakeholders with the need to protect the Group’s financial
position in the interests of ensuring the long-term viability of the business, the Board reaffirmed its position that the payment
of dividends would not be in the best interests of the business for the foreseeable future.
Governance
90
Directors’ Biographies
92
Corporate Governance Report
105 Nomination Committee Report
112
Audit Committee Report
120
Remuneration Committee Report
146
Directors’ Report
155
Independent Auditor’s Report to the
Members of Hostelworld Group PLC
Governance
|
Hostelworld Annual Report 2022
90
Directors’ Biographies
Non-Executive Chairman
Michael
Cawley
Ireland
Independent
*
N
R
*
Independent on
appointment
Michael Cawley was appointed as a director of Hostelworld Group plc in October 2015, as Non-Executive
Chairman in December 2017 and is Chair of the Nomination Committee.
Tenure:
7 years, 5 months.
Relevant skills and experience:
Michael is the former Deputy Chief Executive Officer, Chief Financial
Officer, Chief Operating Officer and Commercial Director of Ryanair and the former Group Finance
Director of Gowan Group Limited. He has significant industry experience in the airline, motor, betting
and gaming, and construction sectors, including significant leadership experience as a Non-Executive
Director of other companies.
Qualifications:
B.Comm., Fellow of the Institute of Chartered Accountants in Ireland.
External appointments:
Non-Executive Director of Ryanair Holdings plc, Kingspan Group plc,
Prepaypower Holdings Limited, GMS Professional Imaging Limited, Gowan Group Limited, Linked
P2P Limited, Mazine Limited, Meadowbrook Heights Unlimited and Winthrop Engineering and
Contracting Limited.
Chief Executive Officer
Gary
Morrison
UK
D
Gary Morrison is the Company’s Chief Executive Officer and was appointed to the Board in June 2018.
Tenure:
4 years, 9 months.
Relevant skills and experience:
Gary was previously the Senior Vice President and Head of Retail for
Expedia, and prior to that he was the Director of Despegar (NYSE DESP), AirAsiaExpedia and Voyages
SNCF. Gary has also held positions of Head of Global Sales Operations for Google’s Online Sales Channel
and Motorola as VP and Head of Product management for Motorola’s Smartphone division in addition
to consulting and engineering roles at General Electric, Booz Allen and Hamilton and Schlumberger
France. He has a deep knowledge of the online travel industry, and significant experience in technology
and telecommunications.
Qualifications:
Master’s in engineering, MBA.
External appointments:
None.
Chief Financial Officer
Caroline
Sherry
Ireland
D
Caroline Sherry is the Company’s Chief Financial Officer. She was appointed to the Board in
December 2020.
Tenure:
2 years, 3 months.
Relevant skills and experience:
Caroline was previously the Director of Financial Planning and Analysis
for Glanbia plc’s Performance Nutrition division. In addition, she has extensive financial management
experience through numerous strategic and commercial finance roles she held at Ulster Bank Group.
Qualifications:
BSc (Hons) in Food Science, MBS
(Hons) in eBusiness, Fellow of the Institute of
Chartered Accountants in Ireland.
External appointments:
None.
Board tenure
(in aggregate)
1 to 3 years: 16.7%
3 to 6 years: 66.6%
6 to 9 years: 16.7%
1 to 3 years: 0.0%
3 to 6 years: 75.0%
6 to 9 years: 25.0%
Board tenure
(Non-Executive Directors only)
91
Non-Executive Directors
Éimear
Moloney
Ireland
A
N
R
Éimear Moloney was appointed to the Board in November 2017 and is the Chair of the Audit Committee
and is the designated Workforce Engagement Director.
Tenure:
5 years, 3 months.
Relevant skills and experience:
Éimear has extensive financial services experience through senior
investment manager roles in Zurich Life Assurance (Ireland) plc, senior positions with Bankers Trust
Funds Management Ltd in Australia and also with Crowe Horwath, Chartered Accountants in Ireland.
Qualifications:
B.A. Accounting and Finance, MSc. Investment and Treasury, Fellow of the Institute of
Chartered Accountants in Ireland.
External appointments:
Non-Executive Director of Kingspan Group plc, Irish Continental Group plc
(appointed 25 August 2022) and directorships with Chanelle Pharmaceutical Group.
Evan
Cohen
USA
A
N
R
Evan Cohen was appointed to the Board in August 2019.
Tenure:
3 years, 7 months.
Relevant skills and experience:
Evan has detailed knowledge of technology and media businesses
through his previous appointment as Regional Director for Lyft’s US East Coast business, Chief Operating
Officer at Foursquare, and senior strategic consulting and operational roles at Bebo, Jupiter and MTM.
Qualifications:
B.A. in Social Studies, MBA in General Management.
External appointments:
Owner of EVCO Advisory Services.
Carl G.
Shepherd
USA
A
N
R
Carl G. Shepherd was appointed to the Board in October 2017, is the Chair of the Remuneration
Committee and is the Board’s Senior Independent Director.
Tenure:
5 years, 5 months.
Relevant skills and experience:
Carl was previously the co-founder, founding Chief Operating Officer
and Chief Strategic and Development Officer of HomeAway Inc. He was also a Board member of Turnkey
Vacation Rentals, Inc., and previous Chief Operating Officer and Chief Development Officer of Hoover’s
Online. He has significant experience in the online travel industry and brings relevant business and
entrepreneurial experience to the Board as Senior Independent Non-Executive Director.
Qualifications:
M.A. in Business Administration.
External appointments:
Board member of Edge Retreats.
A
member of the Audit Committee
D
member of the Disclosure Committee
N
member of the Nomination Committee
R
member of the Remuneration Committee
Board composition
Non-Executive
Directors: 4 (67%)
Michael Cawley, Éimear Moloney,
Evan Cohen, Carl G. Shepherd
Executive Directors: 2 (33%)
Gary Morrison, Caroline Sherry
92
Governance
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Hostelworld Annual Report 2022
Corporate Governance Report
Chairman’s Introduction
On behalf of the Board, I am pleased to introduce the corporate governance
report for the year ended 31 December 2022. The report provides a summary of
the leadership role played by the Board in promoting the long-term sustainable
success of Hostelworld for the benefit of its shareholders, employees and other
key stakeholders. The Board’s work this year has been defined by the on-going
evolution of the travel and tourism recovery from COVID-19, returning Hostelworld
to positive adjusted EBITDA growth, and a sharpened focus on progressing our
sustainability and ESG strategic objectives. The Board continues to be committed
to promoting high standards of corporate governance in Hostelworld Group plc
(the “
Company
”) and its subsidiaries (together the “
Group
”).
Compliance with 2018 Corporate
Governance Code
The Company has complied with the 2018 UK Corporate
Governance Code (the “
2018 Code
”) throughout the
reporting period, with two exceptions. Both exceptions
applied for the duration of 2022 and are continuing.
Firstly, the Remuneration Committee has not developed
a formal policy on post-employment shareholding
requirements in accordance with Provision 36 of the
2018 Code. The Remuneration Committee continues to
keep under review whether such requirements should
be introduced but consider that the current framework
provides for sufficient alignment between management
and the long-term interests of shareholders. This takes
into account the requirement for the Executive Directors
to build a significant holding in Hostelworld shares
during the period of their employment, and the two-
year post-vesting holding period in the LTIP. Secondly,
the 10% of salary pension contribution rate for the Chief
Executive Officer is above the 6% rate applicable to the
wider workforce and represents non-compliance with
Provision 38 of the 2018 Code. The Chief Executive
Officer’s rate of pension contribution was agreed at
the time of his recruitment in 2018, is not considered
excessive by the Remuneration Committee, and remains
in line with the level of pension provision for CEOs of
companies similar in size to Hostelworld. As part of the
shareholder consultation exercise conducted by the
Remuneration Committee in respect of the Directors’
Remuneration Policy approved by shareholders at the
AGM in May 2022, the Remuneration Committee
confirmed that the above matters will be reviewed in
advance of putting in place a new remuneration policy
with effect from January 2024. In circumstances where
the above matters will be specifically consulted on with
shareholders at a future date, it is not currently possible
to provide a definite timeline for compliance with the
related 2018 Code provisions.
In keeping with prior years, details of our governance
practices are available in this Corporate Governance
Report and the Committee Reports which follow.
Board Composition
Of the six Board members, two are female, four are
resident in Europe and two are resident in the United
States of America. At the date of publication and aligning
with a key recommendation of the FTSE Women Leaders
Review (previously the Hampton Alexander Review),
we have 33% female representation on our Board.
Three Board members have travel/online executive
experience and the remaining members come from
other industry sectors. We have, in my view, a diverse
Board and an excellent mix of skills and styles which
ensures both challenging and robust debate at
boardroom level and well-informed decision making.
93
Board Effectiveness
The Board undertook an in-depth internal review of its
effectiveness during 2022 and concluded that the Board
and its Committees continue to function effectively.
Details of the evaluation process and its findings are
included on pages 110 and 111.
Legal and Compliance
The General Counsel and Company Secretary provides
regular updates to the Board and its Committees on
relevant legal and compliance matters and updates
the Board on all Disclosure Committee activities.
Stakeholders
We remain committed to ensuring meaningful
engagement with our shareholders and other key
stakeholders (which include our people, customers,
hostel partners and key suppliers, and the communities
where we maintain operations) and ensuring that the
Board has regard to their interests when assessing
issues and making decisions. A key part of the Board
process is to carefully balance and consider what are,
on occasion, conflicting expectations of our stakeholders
to ensure each stakeholder is treated equally and fairly.
How we have taken the interests of key stakeholders
into account when making key decisions on behalf of
the Company is set out in our section 172(1) Statement
on pages 77 to 87.
ESG Strategy
Enhanced focus on overseeing the implementation of
our ESG strategic objectives has been a feature of
the Board’s work over the course of 2022. I am acutely
conscious of Hostelworld’s leadership responsibilities
in the hostel sector and am particularly pleased with
the Group’s ongoing programme to support our hostel
partners in their sustainability journey. The significant
progress made during the year and our plans for the
future in this evolving and vital area for the business
are set out in detail in the Sustainability section on pages
52 and 53, within the Chairman’s Statement on pages
19 and 20 and in the Chief Executive’s Statement on
pages 26 and 27.
Culture
The key traits of a healthy culture are assessed on an
on-going basis with each scheduled Board meeting
including a detailed update and presentation from
the Group’s Chief HR Officer on target HR metrics and
people and culture related matters. In August 2022
the Board considered a detailed presentation on the
Group’s culture, further details of which are set out on
page 96. During the year the Board reaffirmed a set of
employee behaviours and provided oversight on the
on-going implementation of the Group’s Diversity and
Inclusion Policy, further details of which are set out on
pages 75 and 76.
Re-election of Directors
The biographies of the Directors on pages 90 and 91
set out the key skills and experience that each Director
seeking re-election brings to the Board.
I have evaluated the performance of each Director and
am satisfied that each bring commitment and expertise
to their role and dedicates sufficient time to contribute
effectively to the performance of the Board.
I strongly encourage shareholders to vote in favour of
the re-election of each Director at the 2023 AGM.
Conclusion
While the persistence of the Omicron variant made the
earlier part of the reporting year challenging for the travel
and tourism industry, 2022 has been a year of recovery
for Hostelworld, marked by booking and revenue growth.
The year marked the return to positive EBITDA for
the Group, and I am firmly of the view that our strong
governance structures provide the appropriate
decision-making framework to enable informed and
sound decision making as we continue to deliver on
our strategic objectives.
Michael Cawley
Chairman
21 March 2023
94
Governance
|
Hostelworld Annual Report 2022
Corporate Governance Report
continued
How Governance Supported our Strategy during 2022
Strategic Objective
Board’s Governance Role
Link to Principal Risk
2022 Board Activity
Executing our
growth strategy
Consider and assess the cost/
benefit analysis of acquiring
the remaining shares in
Counter App Limited.
Competition risks
(pages 38 and 39)
During the year the Board approved the
acquisition of the remaining shares in
Counter App Limited to ensure hostel
partners would have an enhanced and
more technically robust PMS solution.
Board oversight and approval
of investments to enable the
launch of social features.
Consideration and approval of investments
and resource allocation to support the
launch of our social features.
Read more about our social features
launch on pages 23 and 24.
Investing in
our people
Consultation with shareholders
and longer-term value-based
decision making to help ensure
the on-going retention and
motivation of a large number of
our people (including the CEO
and CFO).
People risks
(pages 34 and 35)
In the interests of addressing retention
risks for key employees in circumstances
where the setting of longer-term targets
was challenging, the Board agreed that
shareholders would be asked to approve
a new Directors’ Remuneration Policy
permitting the grant of restricted shares.
Delivering on our
ESG strategic
objectives
Governance and Board
oversight to ensure
achievement of 2022
milestones in respect of our
ESG strategy.
Climate risks
(pages 40 and 41),
brand risk (pages
44 and 45) and
competition risks
(pages 38 and 39)
Review of compliance processes and
procedures regarding the Company’s
Taskforce for Climate related Financial
Disclosure obligations and approval of
a programme to support our hostel
partners on their sustainability journey.
Read more about the progress of our
ESG strategy during the reporting period
on pages 26 and 27, and within our
sustainability report on pages 51 to 67.
Protecting our
financial position
Governance to ensure our
costs structure was
appropriate and our financial
stability was maintained.
Macro-economic
conditions (pages
34 and 35) and
financial risks
(pages 38 and 39)
Oversight of vendor costs reduction
programme and assessed and confirmed
that the payment of dividends would not
be in the best interests of the business
for the foreseeable future.
Platform
modernisation
and improving
competitiveness
Board oversight of platform
modernisation programme and
improving the competitiveness
of our core business.
Competition risks
(pages 38 and 39)
Board oversight of on-going implementation
of the platform modernisation programme
designed to improve the Group’s core
OTA business.
Read more about our platform
modernisation programme on pages 24
to 26.
95
We set out below how the 2018 Code has been applied and complied with during the reporting period. We have
provided cross references in certain sections to relevant parts of the Annual Report where we explain how
we have applied the principles of the 2018 Code. Our aim is to reduce repetition, ensure transparency and
demonstrate the integrated application of the 2018 Code. The 2018 Code is publicly available at
www.frc.org.uk/document-library/corporate-governance/2018/uk-corporate-governance-code-2018
1. Board Leadership and Company Purpose –
Principles A-E of the 2018 Code
Approach to Governance
The primary objective of the Board is to create and
deliver long term sustainable growth, generate value for
our shareholders and contribute to the wider community.
We set out on page 94 how governance has supported
the delivery of our strategy during 2022 and how this
is linked to our principal risks.
Long Term Sustainable Success
In accordance with the 2018 Code, the Board is
responsible for the long-term success of the Group, is
focused on long-term strategic plans, and reviews and
assesses performance against strategic goals at each
scheduled Board meeting. The Board has a detailed
programme that ensures financial performance, strategy,
risk, stakeholder engagement and governance matters
are discussed and assessed frequently. In May 2022,
two Board meetings dedicated to considering the
Group’s long-term strategy and ESG matters affecting
the Group were held and attended by sixteen future
senior leaders of the business as well as the Group’s
Executive Leadership Team.
Effective and Entrepreneurial
The Board conducts a detailed annual review of strategy.
The key issues discussed by the Board at its 2022
strategy review meeting included:
Paid and unpaid marketing strategic plans to further
differentiate the Group’s value proposition
Evolution of the Group’s social network features
and product enhancement plans
Ensuring hostel accommodation inventory
competitiveness post COVID-19
Managing legacy technology debt and
platform modernisation
Aligning strategy execution with data engineering
and software development processes
We set out on pages 110 and 111 details of the Board’s
effectiveness and how our evaluation process assists in
ensuring that the strengths of the Board are recognised
and understood and areas that require improvement are
identified and actioned. The Nomination Committee
Report (pages 105 to 111) describes how we ensure
we have the right skills and experience on our Board.
Biographies of the Directors are provided on pages 90
and 91.
(a) Directors’ Induction and On-going Training
On appointment to the Board, each Director takes
part in a comprehensive induction programme. This
induction is supplemented with on-going training
which is updated throughout the year to ensure the
Board is kept informed of key legal and regulatory
requirements and industry updates. During 2022,
on-going training included presentations and updates on
(1) Market Abuse Regulation compliance requirements;
(2) new legislation relevant to the business in the areas
of employment law, e-commerce, data privacy and
corporate governance; (3) Director obligations pursuant
to s.172(1) of the Companies Act 2006, (4) Stock
Exchange Listing Rules in respect of board diversity and
inclusion; (5) corporate governance from a climate-
change perspective; and (6) investor guidelines in
respect of remuneration practices in listed companies.
(b) Conflicts of Interest
Our Board has a Conflicts of Interest Policy and has put
in place procedures for the disclosure and review of any
potential or actual conflicts. Evan Cohen did not take
part in the Nomination Committee and Board processes
which dealt with his re-appointment for a further
three-year term. During 2022 no additional conflicts
of interest arose.
96
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Hostelworld Annual Report 2022
Corporate Governance Report
continued
(c) Chairman and Non-Executive Directors
The Board considers Carl G. Shepherd, Éimear Moloney
and Evan Cohen to be independent. Accordingly, the
Company meets the requirement of the 2018 Code that
at least half of the Board (excluding the Chairman)
comprises independent Non-Executive Directors.
Michael Cawley, Chairman of the Board, was considered
independent on his appointment to that role in
December 2017. Éimear Moloney and Michael Cawley
are each considered independent notwithstanding
that they share a cross directorship on the board of
directors of Kingspan Group plc.
The Chairman and the Non-Executive Directors
constructively challenge and help develop proposals on
strategy and bring independent judgement, knowledge,
and experience to the Board’s deliberations. During
the year the Non-Executive Directors are expected, in
accordance with related contractual terms set out in
applicable non-executive director appointment letters,
to commit approximately 15 – 20 days to the business
of the Group.
The terms and conditions of appointment of the
Non-Executive Directors are available for inspection at
the Company’s registered office and are also available
at the Annual General Meeting.
Company Values and Purpose
During the year the Board reviewed and approved the
Group’s purpose and considered the Group’s values.
Details of the Group’s purpose and values are set out
on pages 70 to 76. Given the criticality of values in
underpinning decision making, shaping our conduct,
and defining our culture, at the Board meeting in
December 2022 it was agreed that the Group’s values
should be reassessed to ensure they remained relevant
and fit for purpose. A programme of activity is currently
being undertaken by the Chief HR Officer under the
sponsorship of the Executive Directors to complete this
assessment. The Board will continue its important work
in this area and oversee any proposed enhancements
or changes to the Group’s values.
The Executive Directors have been delegated
responsibility for ensuring that policies and behaviours
set at Board level are effectively communicated and
implemented across the business. If the Board is
concerned with any behaviours or actions, it will seek
assurance that corrective action is being taken. No such
action was required during 2022.
Assessing and Monitoring Culture
Our culture is based on our purpose and behaviours and
is a key strength of our business. Culture is established
from the top down by leadership and example setting
from members of the Board, the Executive Leadership
Team and by people managers and is underpinned by
appropriate policies and codes of conduct. The Board
monitors and assesses the culture of the Group via the
following mechanisms:
Meeting with all members of the Executive Leadership
Team at each scheduled Board meeting
Inviting future senior leaders of the Group to present
at Board and Committee meetings
Receiving updates from Éimear Moloney (in her
capacity as designated Non-Executive Director
with responsibility for workforce engagement)
Assessing key cultural indicators such as:
management’s attitude to risk
employee survey results
training data
compliance with the Group’s policies
and procedures
reviewing details of employee exit interviews
key performance indicators, including
employees retention
attitudes to regulators and internal audit
Feedback from our wider stakeholders, including
feedback provided by attendees at our hostel
conference held in April 2022 in Copenhagen, at
our Capital Markets Day in November 2022, and
from hostel partner and customer surveys
Messages received via the Group’s whistleblowing
system (there was no activity during the
reporting period)
Promptness of payments to suppliers and any legal
proceedings issued by suppliers or employees’
(no legal proceedings were issued by suppliers or
other partners or any employees’ during the
reporting period)
Oversight of risk management, establishing reporting
mechanisms within the governance framework, direct
engagement with our people (through the processes
described above), on-going oversight of employee
retention statistics, investing in our workforce and
ensuring remuneration is aligned with culture are central
to the Board’s assessment and monitoring of the Group’s
culture to ensure that it remains positive and inclusive.
97
Risk Management
The Group’s approach to risk in the areas of IT
security, data protection and regulatory compliance
is conservative, and it dedicates significant resources
to manage and monitor risks with the assistance of
its internal auditors and senior members of each
division/function within the Group. The Board and its
Committees oversee and receive regular updates on
risks and risk management, and periodically assesses
the key risks and emerging risks in the business. The
Board is committed to ensuring the privacy rights of
our customers and partners is always respected and
is provided with updates from the Audit Committee on
the results of both annual privacy audits undertaken
by the Group’s Data Protection Officer and on-going
cyber security reviews of the Group’s platform and
IT systems undertaken by the Group’s Head of
Information Security.
Risk management processes evolved in late 2021 and
in 2022 to take into account risks and opportunities
that impact the Group due to climate-change. Detail is
included on pages 54 to 62.
Whistleblowing and Anti Bribery
The Board is committed to promoting a culture that
ensures employees can report suspicions of wrongdoing
in confidence through both internal and external
mechanisms. The Group previously adopted an
Anti-Bribery Policy and a Whistleblowing Policy and
maintains a confidential whistle-blowing helpline,
operated by Navex Global, for reporting such matters.
No incidents were reported to the helpline during 2022.
The Anti-Bribery Policy and Whistleblowing Policy are
reviewed annually to ensure they are fit for purpose.
Employee Retention
The Board receives regular updates on HR matters with
a particular focus on employee retention and attrition
statistics. Retaining our employees is a key element of
our strategy and a strong indicator of both an engaged
workforce and an inclusive and positive culture in the
Group. The Board was pleased to note an attrition
rate of 22.9% in 2022 which represented a material
improvement on the equivalent rate for 2021.
Remuneration and Culture
We set out on page 123 how we have addressed the
issue of ensuring remuneration is aligned with culture.
We explain on page 122 the Group’s approach to
investing in and rewarding our workforce.
Using Stakeholder Views to shape Board
Decision Making
We recognise the importance of proactive and two-way
engagement with all stakeholders. Details of how
engagement with stakeholders was conducted during
2022 and how the Directors promoted the success
of the Group in accordance with the requirements of
section 172(1) of the Companies Act 2006 are set out
on pages 77 to 87.
Workforce Engagement Statement
The Board is committed to ensuring that it is aware of
the views and concerns of the Group’s workforce and
that it has regard to their interests as part of the Board’s
decision-making process. The two-way dialogue
between the Board and employees is enabled through
a combination of formal and informal engagement
channels, including face-to-face meetings, virtual
meetings, attendance at hostel partner events and
Hostelworld social events. During 2022, following the
easing of COVID-19 restrictions, the Board and Éimear
Moloney (in Éimear’s capacity as the designated
Non-Executive Director with responsibility for workforce
engagement) took the opportunity to reconnect with
colleagues in person, all Board members attended the
hostel partner conference in Copenhagen in April 2022,
and a social event organised for future senior leaders
of the Group in May 2022. Éimear Moloney chaired
two employee engagement forums, with one forum
event conducted on a face-to-face basis at the Group’s
Dublin HQ in December 2022. The feedback we get
from colleagues helps to enhance our understanding
of the culture and behaviours that are appropriate for
the business and how we continue to ensure that
Hostelworld is a respectful and rewarding place to work
for everyone.
Éimear Moloney has been the designated Non-Executive
Director with responsibility for understanding the views
of the Group’s employees and for managing effective
engagement between the Board and the Group’s
employees, since the inception of the Board approved
employee engagement framework in 2019.
As part of the programme of employee engagement
activities conducted during 2022, Éimear hosted a
number of engagement forums with colleagues from
different departments and each of the Group’s operating
territories, provided detailed updates on Board activities
and sought the views of the forum members on a
number of topics.
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Key themes emerging from engagements with the
workforce during 2022:
The Board strategy meeting in May 2022 attended
by sixteen future senior leaders of the business and
the Executive Leadership Team was viewed as
a strong positive in terms of two-way access and
engagement between Group employees and
the Board.
The alignment in focus between employees and the
Board on implementing the sustainability and ESG
strategy of the Group in a timely and effective
manner with employee feedback highlighting the
need for more frequent internal updates noted by
the Board.
The need for continued and sharpened focus at Board
level on ensuring the Group’s diversity and inclusion
programme remained adequately resourced with
Board oversight of the programme being maintained.
The importance of ensuring a more comprehensive
learning and development programme was
implemented with appropriate oversight from
the Board.
Colleagues highlighted the success of previous
Group-wide ‘fireside chats’ involving Non-Executive
Directors and requested that the Chairman participate
in the programme over the course of 2023.
The Group and Board’s focus over 2022 on launching
social network features is seen as a firm positive with
colleagues highlighting the need for constant test
and learn and iteration of the social features strategy
to ensure the Group continued to differentiate from
larger OTA competitors.
The lack of direct face-to-face engagement
across the business in the earlier part of 2022
was highlighted as an area of concern.
Employees viewed as a strong positive the level of
engagement with the Executive Leadership Team
on company strategy and trading performance
with bi-weekly townhalls chaired by the CEO
being particularly important in establishing and
maintaining a clear understanding of strategy and
strategy execution.
Feedback from the various engagement channels was
discussed at Board meetings during 2022 and the
insights and perspectives of employees assisted in
informing broader Board and management decisions.
How the Board engaged with the workforce and how
the views of our people have been used to shape
Board decisions during the year are set out in the
s. 172(1) statement
(pages 77 to 87).
Over 2023, Éimear will continue to hold these
employee forum sessions. Given the positive reaction
to the exercise in 2022, the Board intends to hold a
similar meeting over the course of 2023 dedicated to
assessing strategy with the involvement and
participation of future senior leaders of the business.
The Board will also continue with its programme of
receiving regular reports on the results of employee
surveys and arranging direct meetings between
Non-Executive Directors and the Group’s employees
to ensure the Board have a clear understanding of
employees’ concerns and perspectives.
Annual General Meeting
The AGM is an important forum for shareholders to hear
more about the general development of the business.
The 2023 Annual General Meeting will be held on
09 May 2023. Full information is contained in the
Notice of Annual General Meeting, which will be
sent to shareholders with this Annual Report at least
20 working days prior to the date of the meeting
and is available on the Company’s website at
www.hostelworldgroup.com
.
Directors’ Concerns
During the year no Director had concerns about the
operation of the Board or the management of the Group
that could not be resolved.
99
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continued
2. Division of Responsibilities –
Principles F-I of the 2018 Code
The Chairman
Responsibility
Michael Cawley was appointed as Chairman of the Board
of Directors on 01 December 2017 and was considered
independent on appointment. The Chairman is
responsible for the overall effectiveness of the Board
and maintaining a culture of openness and transparency
at Board meetings. The Chairman is also responsible for
ensuring all Directors contribute effectively to Board
discussions and provide constructive challenge on
key issues under consideration. The Chairman’s
responsibilities are outlined in the table on page 101.
A Balanced Board
Our Board comprises two Executive Directors and
four Non-Executive Directors. As required by the
2018 Code, at least fifty percent of the Board
(excluding the Chairman) are independent Non-
Executive Directors. The Nomination Committee
regularly reviews Board composition, including the
balance of skills and experience on the Board and
conducts succession planning for Non-Executive
Directors and Executive Directors.
Director Performance
Following a performance evaluation exercise conducted
during 2022, each Director’s performance continues
to be effective, and each Director demonstrates
commitment to the role.
Non-Executive Directors
Our Non-Executive Directors have responsibility for
constructively challenging the strategies proposed by
the Executive Directors and holding management to
account in respect of the achievement of Company
goals and objectives. The Non-Executive Directors
also play a primary role in the effective functioning of
the Board’s Committees (other than the Disclosure
Committee which is comprised of the CEO and CFO).
Independence
The Board has identified on pages 90 and 91 which
Directors it considers to be independent. The Board has
reconfirmed that our Non-Executive Directors remain
independent from executive management and free from
any business or other relationships which could
materially interfere with the exercise of their judgement.
The Non-Executive Directors play an important role in
ensuring that no individual or group dominates the
Board’s decision making. It is therefore of significant
importance that their independence is maintained. To
properly preserve their independence, Non-Executive
Directors are not permitted to serve more than three
three-year terms other than in exceptional circumstances.
Other External Appointments
The Board takes into account a Director’s other external
commitments when considering them for appointment
to satisfy itself that the individual can allocate sufficient
time to their Board duties and assess any potential
conflicts of interest. Each Director is required to notify the
Chairman of any changes to their external commitments
that arise during the year with an indication of the time
commitment involved. During the year under review,
Éimear Moloney became a Non-Executive Director of
Irish Continental Group plc with effect from 25 August
2022. Éimear notified the Chairman in advance of her
appointment, and the Board confirmed that it does
not believe that this additional directorship affected
(or will affect) Éimear’s commitment to her Company
Board duties, nor did it give rise to a potential conflict
of interest.
Executive Directors may accept a non-executive role at
another company with the approval of the Board.
If required to assess additional directorships, the Board
will consider the number of directorships held by the
individual already and their expected time commitment
for those roles. The Board takes into account guidance
published by institutional investors and proxy advisers
as to the maximum number of public appointments which
can be managed efficiently. As part of the Board
evaluation exercise, each Non-Executive Director has
confirmed (as they are required to do annually) that they
have been able to allocate sufficient time to discharge
their responsibilities effectively (see table on page 104
for Board meeting attendance).
External appointments held by our Non-Executive
Directors are set out on pages 90 and 91. At the date
of publication of this Annual Report, no external
appointments are held by our Executive Directors.
101
Division of Responsibilities
An overview of the division of responsibilities between the Board and the executive leadership of the Group is
provided in the table below.
Company Secretary
The Company Secretary is responsible for ensuring the Board has the time and necessary information required
to discharge its duties, functions effectively and provides the Board with briefings and guidance on governance,
legal and regulatory matters. Both the appointment and removal of the Company Secretary is a matter for
the Board. In accordance with the 2018 Code, the remuneration of the Company Secretary is determined by the
Remuneration Committee.
Division of Responsibilities
Chair
Michael Cawley
Leadership of the Board
Responsible for overall effectiveness in
directing the Group
Constructive relationships between the
Executive and Non-Executive Directors
Effective contribution of all Non-
Executive Directors
Directors receive accurate and
timely information
Meetings with Non-Executive Directors,
without Executive Directors present
Ensures Board is aware of the views of
major shareholders
Board (key matters)
Group’s purpose and values
Group’s strategic aims and business plans
Annual and interim results
Annual report and financial statements
Dividend policy
Internal control and risk management
Major changes to the Group’s corporate
structure including but not limited to
major acquisitions/disposals
Capital purchases > €250k outside budget
Communication with shareholders
Changes in structure, size and composition
of the Board
Material litigation
Remuneration Policy for Directors and
senior executives
Governance structure
Oversees culture (including diversity and
inclusion programmes) and climate-related
risks and controls
Senior Independent
Director
Carl G. Shepherd
Sounding board to the Chair
Intermediary for the other Directors
and shareholders
Annual appraisal of Chair’s performance
Non-Executive
Directors
Constructive challenge, strategic
guidance and specialist advice
Scrutinise and hold to account the
performance of management and individual
Executive Directors against performance
and strategy objectives
Chief Executive Officer
Gary Morrison
Execute the Group’s strategy and
commercial objectives together
with implementing the decisions of
the Board and its Committees
To keep the Chairman and Board
appraised of important issues and
competitive challenges facing the Group
To ensure that the Group’s business is
conducted with the highest standards
of integrity, in keeping with our culture
Manage the Group’s risk profile and ensure
actions are compliant with the Board’s
risk appetite
Investor relations activities, including
effective and ongoing communication
with shareholders
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Division of Responsibilities
Chief Financial Officer
Caroline Sherry
Support the CEO in developing and
implementing strategy
Provide financial leadership to the Group
and align the Group’s business and
financial strategy
Responsible for financial planning and
analysis, treasury and tax functions
Responsible for presenting and
reporting accurate and timely historical
financial information
Manage the capital structure of the Group
Investor relations activities, including
communications with investors, alongside
the CEO
Chairs Steering Committee on ESG and
oversees TCFD reporting compliance
Designated Non-
Executive Director
for gathering the
views of the workforce
Éimear Moloney
Attendance at employee engagement
forum and business events, including
Copenhagen hostel conference and
social event for future senior leaders
Provide regular updates to the Board
on issues discussed at employee
engagement forum meetings
Review any messages received through
the whistleblowing system from the
Group’s employees
Monitor the effectiveness of engagement
programmes established for employees
Company Secretary
John Duggan
Compliance with all corporate governance
matters, monitors the Group’s disclosure
requirements under the 2018 Code and
UK Listing Rules
Ensure Board procedures are followed
Compliance by the Company with its legal
and regulatory responsibilities
The Board of Directors
The schedule of matters reserved for the Board’s
decision is available on the Group’s website,
www.hostelworldgroup.com
. The schedule of matters
reserved for the Board and the Terms of Reference for
each of its Committees are subject to regular review.
The Board also has a Delegation of Authority Policy
that sets out the primary responsibilities, controls and
authorisation limits on matters affecting the Group’s
business. This policy was reviewed and updated by
the Board on two occasions during 2022.
Board Meetings
There were nine Board meetings held during the year,
with additional Board conference calls held between
Board meetings as and when circumstances required.
Certain Board decisions are addressed through
written resolutions signed by each member of the
Board. Key issues assessed, and material decisions
taken by the Board and its Committees during the
year included the following:
Strategy
On-going updates and presentations from the
Executive Directors and Executive Leadership
Team on the implementation of strategy
throughout the year
Reviewed the Group’s 5-year plan
Oversight and approval of the Group’s ESG
roadmap and assessment of achievement of
ESG strategy milestones
Reviewed the Group’s long term strategic objectives
with a particular focus on the evolution and growth
of the Group’s social network, technology strategy
and long-term paid marketing strategy
In-depth review of the Group’s debt
refinancing strategy
Approved the acquisition of the remaining shares in
Counter App Limited and its subsequent liquidation
Assessed and confirmed that the payment of
dividends would not be in the best interests
of the business for the foreseeable future
103
Commercial
On-going updates and presentations from the
Executive Directors on trading and financial
performance (weekly trading emails communicated
to the Non-Executive Directors by the CFO)
Oversight of operating expense reduction programme
Approved the annual budget
Approved the full year results, half year results,
and annual report
Risk Management and Internal Controls
Reviewed the Group’s principal and emerging risks
Reviewed and confirmed the Group’s viability
statement and going concern status
Received an update on Cyber and IT Security
Received an update on compliance training
completion rates
Reviewed effectiveness of the Group’s system
of internal controls and risk management
People and Culture
Approved a proposed new Directors’ Remuneration
Policy which was placed before shareholders at the
Company’s AGM in May 2022
Approval of a number of employee initiatives in
the areas of employee well-being and
employee assistance
Approved the statement of steps taken to prevent
modern slavery and human trafficking as contained
in the Company’s Modern Slavery Statement
Received updates from Éimear Moloney in Éimear’s
capacity as Non-Executive Director responsible for
employee engagement
Received a presentation on culture and employee
engagement from the CEO
Received updates on key people and culture
issues from the Chief HR Officer at each scheduled
Board meeting
Approved the renewal for a further three-year term of
Evan Cohen as Non-Executive Director and member
of the Remuneration Committee, Audit Committee
and Nomination Committee
Considered succession planning for the Board,
Executive Leadership Team and middle management
Approved a Board diversity policy
In addition to the above, at each scheduled Board
meeting there are standing items, which include:
Review and approval of the previous meeting minutes
Committee updates to the Board
Status update on any matters outstanding from
previous meetings
Report from the CEO (including an update on strategy
development and execution)
Report from the CFO (including an update on trading
and progress on ESG strategy initiatives)
Reports from the Chief Product Officer, Chief HR
Officer, Chief Supply Officer and Chief Technology
Officer on departmental developments and initiatives
and progress against strategic objectives
The Directors’ attendance records at the Board meetings
held during the year are shown in the table below.
Attendance records at Committee meetings are detailed
in the respective Committee Reports. Directors are
provided with appropriate documentation approximately
one week in advance of each Board or Committee
meeting. For each scheduled Board meeting the papers
include a trading update, financial performance and
strategy execution update. In addition, all Board and
Committee members receive the minutes of meetings
as a matter of course.
Non-Executive Directors are encouraged to
communicate directly with senior management between
Board meetings. Members of the Executive Leadership
Team attend each scheduled Board meeting to present
updates on the performance of their specific area(s)
of responsibility.
Should any Director judge it necessary to seek
independent legal advice in respect of Company matters,
they are entitled to do so at the Company’s expense.
Meetings between the Non-Executive Directors, without
the presence of the Executive Directors, are scheduled
in the Board’s annual programme. During the year, the
Non-Executive Directors met on eight occasions without
the presence of the Executive Directors. These meetings
were conducted at the end of scheduled 2022 Board
meetings and provided the Non-Executive Directors
with a private forum to discuss wider business topics.
These meetings are helpful in preserving the
independence of Non-Executive Directors by providing
them with the means to discuss Company issues in
the absence of the Executive Directors.
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Board Meeting Attendance
Membership
No. of scheduled meetings/total no. of scheduled
meetings held when the Director was a member
(1)
Attendance %
Michael Cawley (Chair)
9/9
100%
Carl G. Shepherd
9/9
100%
Éimear Moloney
9/9
100%
Evan Cohen
9/9
100%
Gary Morrison
9/9
100%
Caroline Sherry
9/9
100%
(1) Certain Board matters relating to the operation of an Employee Benefit Trust for the purposes of facilitating the holding of shares in the capital of the
Company for the benefit of the Group’s employees and certain former employees were conducted by a specifically constituted Board sub-committee
comprised of the CEO and CFO. Board approval of the renewal of Evan Cohen’s appointment as Non-Executive Director, and member of the Remuneration
Committee, Audit Committee and Nomination Committee was conducted separately via written resolution.
Disclosure Committee
The Board has also established a Disclosure Committee which is responsible for overseeing the Company’s compliance
with the Market Abuse Regulation and making decisions (with the support of the Group’s capital markets advisers)
on when information must be disclosed to the market. Membership of the Disclosure Committee is comprised of
the CEO and CFO. The Company Secretary acts as secretary to the Disclosure Committee.
105
3. Composition, succession and evaluation –
Principles J-L of the 2018 Code
Nomination Committee Report
Nomination Committee Members
Membership
No. of scheduled meetings/total no. of scheduled
meetings held when the Director was a member
(1)
Attendance %
Michael Cawley (Chair)
5/5
100%
Carl G. Shepherd
5/5
100%
Éimear Moloney
5/5
100%
Evan Cohen
5/5
100%
(1) The Nomination Committee separately recommended the renewal of Evan Cohen’s appointment as Non-Executive Director, and member of the Remuneration
Committee, Audit Committee and Nomination Committee via written resolution.
The Nomination Committee’s composition complies with the requirements of the 2018 Code. The Company Secretary
acts as secretary to the Nomination Committee.
Committee Role and Responsibilities
The role of the Nomination Committee is to:
Ensure that appropriate procedures are adopted
and followed in the nomination, selection, training,
evaluation and re-election of Directors and for
succession planning, with regard in all cases to the
benefits of diversity on the Board, including gender;
Recommend any proposed changes to the Board and
when it is agreed that an appointment to the Board
will be made, lead a formal, rigorous and transparent
selection process; and
Regularly review the structure, size, composition, skills
and experience of the Board and its Committees
against current and future requirements of the Group.
The Terms of Reference of the Nomination Committee,
which were reviewed during 2022, are available on the
Company’s website at
www.hostelworldgroup.com
.
Appointments to the Nomination Committee are for a
period of up to three years, which may be extended
for two further periods of up to three years, provided
the majority of the Nomination Committee members
remain independent. There is no age limit for Directors.
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Chair’s Review of 2022
Key Activities of the Nomination Committee
in 2022
The principal activities of the Nomination Committee
during 2022 are detailed below:
The Nomination Committee considered the Group’s
policies and objectives in respect of diversity and
inclusion, its linkage to strategy, how it was
implemented and progress to-date on achieving
its objectives.
With the support of the Chief HR Officer, I completed
a non-executive director skills assessment exercise
to ensure that the Board is comprised of individuals
that collectively possess the appropriate knowledge,
skills, and expertise to lead the business. Further
details are set forth below on page 107.
The Nomination Committee led a rigorous process
for considering the reappointment of Evan Cohen
as Non-Executive Director and member of the
Remuneration Committee, Audit Committee and
Nomination Committee, resulting in the Board
approving Evan’s reappointment for a further
three-year term. The process involved an
assessment of the provisions of the 2018 Code
of the attributes required of a non-executive
director, consideration of the FRC’s “Guidance on
Board Effectiveness” as it relates to the required
skills of a non-executive director and also had
regard to the purpose and objectives of the Board
Diversity Policy which provides that all Board
appointments are made on merit in the context
of the skills, experience, independence and
knowledge which the Board (as a whole) requires
to be effective. The Nomination Committee
recommended the renewal of Evan Cohen’s Board
and Committee appointments via written resolution
(Evan Cohen did not take part in the process).
The basis on which the assessment was positively
made by the Nomination Committee that Evan has
the necessary attributes required is specified in the
related written resolutions dealing with the matter.
The Nomination Committee reviewed the
leadership talent pipeline and succession plans
for the Board and Executive Leadership Team
with an emphasis on managing any areas of
vulnerability on the Executive Leadership Team.
Given the importance of the position and the risks
to strategy execution should the CEO unexpectedly
leave the business, interim CEO arrangements
were agreed by the Nomination Committee to
address the related risks.
The Nomination Committee also conducted a
review of the Group’s long-term talent pipeline
and succession plans, with particular focus on
individuals with the potential to be future senior
leaders of the business and provided oversight
on the training and development programme
devised and implemented for these individuals.
In circumstances where Non-Executive Directors
are not permitted to serve more than three terms
of three years duration as a Director from their
appointment date unless exceptional
circumstances apply, the Nomination Committee
continuously monitors the tenure of Non-
Executive Directors’ and reviews potential
departure dates. Details of the tenure of each
Non-Executive Director is set out in the Directors
Biographies section on pages 90 and 91.
The Nomination Committee reviewed its Terms
of Reference and the Company’s Board Diversity
Policy to ensure they both continued to be fit
for purpose.
107
Board Composition and Succession
With the support of the Chief HR Officer, I completed
a non-executive director skills assessment exercise to
ensure that the Board is comprised of individuals that
collectively possess the appropriate knowledge, skills,
and expertise to lead the business. A non-executive
director skills matrix defining the optimum characteristics
of the Board and recognising the Board’s current and
future needs in the context of the Group’s strategy, risk
profile, regulatory responsibilities and commitment to
diversity was agreed with the Chief HR Officer and then
completed by each Non-Executive Director over the
latter part of 2021 and early 2022. The results of the
self-assessment exercise were then reviewed with
related skills gaps and training requirements discussed
with each Non-Executive Director. This exercise is
iterative in nature and will continue to be a focus area
for the Nomination Committee over the course of 2023
(and beyond).
The Nomination Committee focused on succession
planning for the Executive Directors and the Group’s
other senior executives to ensure appropriate
management development and comprehensive
succession planning for the Executive Leadership
Team and other key executives was in place on both
a contingency and long-term basis. This focus on
succession planning will continue for the coming year
to ensure the Group has an adequate and diverse talent
pool available and ensure the risks to the business if key
personnel left the Group are effectively managed. The
Group’s talent pipeline has been strengthened through
a number of appointments and internal promotions
during the year (see page 106).
The Nomination Committee considers that by applying
the principles of the Board Diversity Policy (with its
requirement for the Committee to have regard to the
benefits of diversity in the context of recommending
appointments to the Board), it ensures that a diverse
pipeline of board candidates is available to the
Company. See heading below ‘Diversity and Inclusion’
for further details on the Board Diversity Policy.
Board and Committee Evaluation and
Re-Election of Directors
The results of the Board evaluation and Director
appraisal process are set out on pages 110 and 111.
The Nomination Committee recommended to the Board,
after evaluating the balance of skills, knowledge,
independence and experience of each Director, that
all Directors seek re-election at the Company’s
forthcoming AGM.
The Nomination Committee’s effectiveness was
reviewed as part of the Board evaluation exercise.
The Nomination Committee and the Board considered
the outcome of the evaluation and are satisfied that
the Nomination Committee is performing effectively.
Diversity and Inclusion
As at the date of this Annual Report, 33% of the Board
and 28.5% of the Group’s Executive Leadership Team
are female (see page 70 for further information on the
gender balance of those in senior management and
their direct reports). Noting Caroline Sherry’s status as
CFO and Executive Director, the Company has achieved
partial compliance in advance of the mandatory
application of the new Listing Rule regarding matters
relating to board diversity and inclusion. There are
currently no ethnic minority directors on the Board.
Diversity in terms of Board composition is considered
in a broad sense and includes age, gender, cultural
background, geographical diversity and business
background in line with the Company’s Board Diversity
Policy, which was reviewed in December 2022 to
ensure it remains fit for purpose. There were no policy
changes recommended in connection with this review.
The Board remains committed to appointing the most
suitable and skilled candidates on merit against
objective criteria, while having due regard to the
benefits of gender and broader diversity. While we do
not currently set any specific diversity targets in respect
of Board appointments, we will continue to give careful
consideration to the benefits of diversity as part of the
process of Board refreshment and renewal. During the
reporting period the Nomination Committee received an
update from the Company Secretary in respect of the
Financial Conduct Authority’s updates to the Stock
Exchange Listing Rules (applicable for accounting
periods starting from 01 April 2022) regarding matters
relating to board diversity and inclusion. The
Nomination Committee and the Board welcomes all
recommendations which promote diversity and inclusion
and seek to improve transparency. During 2023, the
Nomination Committee will assess Board composition
and any required updates to its Board Diversity Policy
in the context of the now final recommendations and
related updates to the Listing Rules.
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The objectives of the Board Diversity Policy are
(1) to ensure that the possibilities for maximising the
Company’s success and achieving its strategic goals
are optimised by having a broad range of perspectives
on the Board; and (2) that diversity provides the basis
for improving the quality of decision making on the
Board by reducing the risk of ‘group think’
. In addition,
as part of the annual performance evaluation of the
effectiveness of the Board, Committees and individual
Directors, the Diversity Policy requires the Nomination
Committee to specifically consider and assess the
adequacy of the diversity representation on the
Board. This assessment was made by the Nomination
Committee who confirmed that the Board was
sufficiently diverse. The policy statement included in
the Diversity Policy provides that an effective Board
will include and make good use of differences in the
skills, regional and industry experience, background,
race, gender and other distinctions between Directors
and emphasises that in identifying suitable candidates
for appointment to the Board, the Nomination Committee
is required to consider candidates on merit against
objective criteria, with due regard for the benefits of
diversity on the Board. The Nomination Committee
confirms that this policy was followed during the year
in the decision to reappoint Evan Cohen as Non-
Executive Director, and member of the Remuneration
Committee, Audit Committee and Nomination
Committee of the Company. The Board Diversity Policy
will also be followed, as applicable, in circumstances
where both Éimear Moloney and Carl G. Shepherd are
subject to reappointment to their respective Board
and Committee roles over the course of 2023.
The Nomination Committee views the Group’s diversity
and inclusion policies, practices and behaviours in the
area of diversity and inclusion as being barometers
of the status of the Group’s overall culture and
behaviours and should at all times be closely aligned.
The Nomination Committee conducted an extensive
review of the progress made by the Group over 2022
on its diversity and inclusion strategy and was pleased
to note the Group received bronze accreditation from
‘Investors in Diversity’
, affirming that the Group had
built a strong foundation in this important area. The
Nomination Committee was also pleased with the
progress made on the objective of the Group becoming
a more inclusive and equitable organisation with the
introduction of a number of new and updated diversity
and inclusion related people policies, the participation
of the Group in the ‘30% Club’ in Ireland, the continuation
of diversity and inclusion events celebrating International
Women’s Day, Pride at Work, and Black History Month,
and the attendance at inclusive language training of a
large number of colleagues (see Our People and
Culture set out on pages 69 to 76). In circumstances
where diversity fosters innovation, drives employee
engagement and ensures that a company’s customers
and commercial partners view it as a conscientious
and reputable business, the Nomination Committee is
firmly of the view that the ability of the Group to deliver
on its strategic objectives is significantly enhanced by
ensuring it has a diverse workforce.
The progress we have made and continue to make
in this area demonstrates a culture of openness and
engagement between management and employees.
The adoption of clear principles of diversity and inclusion
in respect to the Group’s hiring and recruitment
practices remains particularly important as it sets the
correct benchmark in terms of the Group’s expected
behaviours from new employees. The Nomination
Committee considers that the use of different employee
engagement channels to establish employees’ views on
the issue of diversity and inclusion is vital as insights
from different sources ensure that the adoption of
diversity and inclusion practices is based on complete
information and data (see Our People and Culture set
out on pages 69 to 76).
The improvements we continue to make in this area
will ensure a broader diversity of candidates in terms
of gender, age, disability, ethnicity, sexual-orientation,
education, professional or socio-economic background.
The Nomination Committee is in agreement with the
Group’s target to achieve silver accreditation with the
‘Investors in Diversity’ group over the course of 2023
and will provide on-going oversight on the programme
of activities that are scheduled to ensure this target
is achieved.
Michael Cawley
Chairperson, Nomination Committee
21 March 2023
109
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continued
Board Effectiveness and Evaluation
Progress against 2021 Board evaluation actions
Set out below is the progress made in 2022 against actions identified as part of the 2021 Board effectiveness review:
Action
Progress
Continuing professional development for Board
members for 2022 to be provided
Updates were provided to the Board and its Committees on
the following areas during 2022: (1) market abuse regulation
compliance requirements; (2) new legislation relevant to the
business in the areas of employment law, e-commerce, data
privacy and corporate governance; (3) director obligations
pursuant to s.172(1) of the Companies Act 2006; (4) updates to
the Stock Exchange Listing Rules in respect of board diversity
and inclusion; (5) corporate governance from a climate-change
perspective; and (6) updates to investor guidelines in respect
of remuneration practices in listed companies
Increased focus at Board meetings on strategy and
strategy execution (given the focus over 2020 and
2021 was managing the impact of COVID-19)
Additional time was allocated at scheduled Board meetings
to strategy matters and an all-day Board meeting was held in
May 2022 to assess long term strategy
Attendance of members of Executive Leadership Team
and high potential individuals at Board meetings to be
expanded and continued
The Group’s Chief HR Officer, Chief Product Officer, Chief Supply
Officer and Chief Technology Officer attend each scheduled
Board meeting and provide updates on their departmental
initiatives and achievement of strategic objectives
High potential individuals attended a strategy focused Board
meeting in May 2022
An enhanced process for evaluating the performance of
the CEO with input from all Non-Executive Directors to
be implemented
Review of achievement against strategic milestones is
conducted at each scheduled Board meeting with input from
all Non-Executive Directors
Enhanced trading data to be shared more frequently with
Board members between scheduled Board meetings
A weekly trading update email is sent to the Non-Executive
Directors by the CFO
Internal Evaluation
A formal internal evaluation of the Board, its Committees
and individual Directors was undertaken during 2022.
The evaluation process was agreed by the Chairperson
and the Company Secretary and involved the completion
of a detailed questionnaire by each of the Directors
covering the following areas:
The Board’s role and operation
The effectiveness of the Board and its Committee’s
during COVID-19
Relationships between the Board and its
Committee’s and key stakeholders
Finance, risk management and controls
The Board evaluation process continued its previously
adopted practice of requesting separate feedback on
the effectiveness of the Board and its Committees from
senior executives who had attended Board meetings,
from the Group’s internal audit partner (PwC), the Group’s
audit partner (Deloitte) and from the Remuneration
Committee’s executive compensation consultants
(Korn Ferry).
The evaluation results were assessed by the Company
Secretary who prepared a report for the Chairperson.
The report was reviewed by the Chairperson and the
principal findings were discussed with the Board.
The evaluation established that the Directors were
satisfied that they worked effectively together in
managing the challenges and risks faced by the
business during COVID-19 and displayed effective
crisis management skills, that relationships with
external Board stakeholders (shareholders, auditors,
111
advisers) were positive, that Board communication
with colleagues through different engagement channels
was effective, and that the Board was sufficiently
diverse and had in place a system of effective internal
controls. Accordingly, all Directors will seek re-election
at the Company’s forthcoming AGM on 09 May 2023.
The specific reasons why each Director’s contribution
is important to the long-term sustainable success of
the Company are set out in the Annual General
Meeting documentation.
Board Evaluation Process – Board Strengths
Board worked together effectively in managing
the challenges and risks faced by the Company
during COVID-19 and demonstrated good
“crisis management”
Board relationships with investors, auditors and
advisers are effective
Board communication with employees is effective
through various channels (employee forum,
attendance at hostel conference in Copenhagen etc.)
Sufficient Board and Committee meetings were
held during 2022 (with meetings involving a high
quality of robust debate and challenge to
management representatives)
Sufficient time is devoted by the Board to
(i) reviewing the Company’s performance and
achievement against strategic objectives; and
(ii) people related issues/monitoring culture
Board is currently sufficiently diverse
Board has in place a sufficient system to provide
assurance to it on the effectiveness of the
organisation’s internal controls
Board Evaluation Process – Recommendations
for Improving Board Effectiveness
As part of the evaluation exercise, the following
recommendations for improving the effectiveness of
the Board were made:
Further research and discussion in respect of the
Group’s two core customer groups (i.e. customers
and hostel partners) to support strategic
discussions
Replicate Board meeting strategy exercise
conducted in May 2022 and invite a group of future
senior leaders of the business to attend and
present to the Board over the course of 2023
These recommendations and the separate
recommendations for improving Board effectiveness
provided by senior executives, auditors and advisers
who had presented to the Board during the year will
be put in place in 2023.
The Chairperson also conducted an appraisal of the
performance of each Director (considering the views
of the other Directors) and reported that each Director
continues to perform effectively and demonstrates
commitment to the role. As part of the appraisal exercise,
the Chairperson assessed the individual and collective
depth and breadth of skills, experience and knowledge
of the Non-Executive Directors and concluded that
these were adequate to enable the Board and its
Committees to discharge their respective duties and
responsibilities effectively.
Led by the Senior Independent Director, an assessment
of the Chairman’s performance was carried out in 2022
which confirmed that the Chairman continues to perform
effectively in his role.
Board Evaluation and Succession Planning
The results of previous Board evaluations were
considered by the Chairman and Chief HR Officer in the
context of developing a related skills matrix for non-
executive director Board appointments and are given
due regard by the Nomination Committee when
considering succession plans for both Executive
Directors and Non-Executive Directors. This is to ensure
that the Company at all times has a balanced Board
with the appropriate combination of skills, knowledge,
and experience for the needs of the business.
External Evaluation Assessment
Consistent with previous practice since the application
of the 2018 Code, the Board considered the benefits
of having a Board evaluation exercise performed by an
external third-party consultant but decided not to do so
in circumstances where the evaluation process proposed
by the Company Secretary was comprehensive and
was fully aligned with related published guidelines of
the Financial Reporting Council (FRC). The benefits
of having an evaluation performed by an external
third-party will be kept under review and assessed on
an on-going basis.
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4. Audit, Risk and Internal Control –
Principles M-O of the 2018 Code
Audit Committee Report
As chair of the Audit Committee, I am pleased to
present this report setting out the work of the Audit
Committee for the year ended 31 December 2022.
During the year, the Audit Committee discharged its
duties effectively and to a high standard and continued
to support the Board in overseeing the management of
the ongoing COVID-19 pandemic. The Audit Committee
also supported the Board in assessing the principal and
emerging risks facing the Group, including performing
a full risk and opportunity assessment for climate
change and sustainability. The Audit Committee
oversaw the performance and effectiveness of the
internal and external audit processes and assessed
the key audit judgements and estimates that arose
during the year. The Audit Committee also oversaw a
transition plan to appoint a new auditor for the 2023
financial year.
Audit Committee Membership
Membership
No. of scheduled meetings/total no. of scheduled
meetings held when the Director was a member
Attendance %
Éimear Moloney (Chair)
3/3
100%
Carl G. Shepherd
3/3
100%
Evan Cohen
3/3
100%
The Audit Committee’s composition complies with
the requirements of the 2018 Code. The Company
Secretary acts as secretary to the Audit Committee.
Éimear Moloney continues to chair the Audit
Committee, who along with other members Carl G.
Shepherd and Evan Cohen are also independent
Non-Executive Directors of the Company.
The Board is satisfied that the Audit Committee
meets the requirements of the UK Corporate
Governance Code with respect to recent and
relevant financial experience. Éimear Moloney,
as Chairperson of the Committee is a qualified
accountant with relevant financial experience by
virtue of her prior senior investment manager roles
in Zurich Life Assurance (Ireland) plc.
The Board is also satisfied that all three Committee
members have competence and broad experience
relevant to the online travel sector in addition to a
diverse range of skills, experience and expertise
(as described in the Committee members’ biography
details at pages 90 to 91) to ensure meaningful
and effective contribution to the Audit Committee.
Audit Committee Role and Responsibilities
During the financial year ended 31 December 2022,
in line with its Terms of Reference (the full version of
which is available at
www.hostelworldgroup.com
),
the Audit Committee:
Reviewed the integrity of the financial statements of
the Company, including critical judgements in applying
the Group’s accounting policies, key sources of
estimation uncertainty, and the information supporting
the financial statements being prepared on a going
concern basis;
Assessed whether the Annual Report and financial
statements, taken as a whole, are fair, balanced and
understandable, facilitating shareholders assessment
of the Group’s position and performance, business
model and strategy;
Reviewed the adequacy and effectiveness of the
Company’s internal financial controls;
Monitored the Group’s risk management systems
and procedures, the identification of principal and
emerging risks and completed an assessment of the
climate related risks and opportunities impacting
the Group;
113
Assessed the Group’s compliance with the
Taskforce on Climate-related Financial Disclosures
reporting requirements;
Reviewed a GDPR audit report from the Group’s
Data Protection Officer;
Completed an extensive, formal external audit tender
process resulting in the appointment of KPMG as
the Group’s auditor for financial year 2023;
Assessed the Company’s compliance with the
requirements of the 2018 Code;
Continued to review whether there was a requirement
to establish an internal audit function in light of
sector and Group developments; and
Continued to oversee the relationship with the
Group external auditor.
Meetings
Audit Committee meetings are held to coincide with
key dates in the Company’s financial reporting and
audit cycles. In line with its Terms of Reference, the
Audit Committee met three times in FY2022. Each
meeting followed a distinct agenda to reflect the
financial reporting cycle and particular matters for
the Committee’s consideration.
Both the Chief Financial Officer and the Company
Secretary attend Audit Committee meetings, and as
required, at the request of the Audit Committee, other
members of the senior management team, senior
members of the Group’s finance department, Deloitte
Ireland LLP (external auditors) partner and director
and representatives from PwC (internal auditors) are
also invited to attend meetings.
Committee meetings are scheduled close to Board
meetings to facilitate effective and timely reporting by
the Chairperson of the Audit Committee to the Board
on key issued discussed.
Audit Committee activities:
March
2022
August
2022
December
2022
Financial Control
Review and approve preliminary results
Consider key matters affecting the financial statements and significant areas
of judgement
Review accounting regulator correspondence
Review liquidity position of the Group, and monitor the impact of COVID-19
on the Group
Approve to adopt going concern assumption in preparing financial statements
Review and approve viability statements prepared relating to the Group
Consider the impact of new accounting policies on the Group
In review of the draft of the Annual Report, confirm if the report is fair,
balanced and understandable
Approve the annual report for signing by the Group’s executive directors
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Audit Committee activities:
March
2022
August
2022
December
2022
Risk Management
Review principal and emerging risk register assessment prepared by the
Hostelworld team, including processes to complete
Review TCFD workplans and assessments completed by management,
included a detailed risk and opportunity register and scenario analysis
completed to assess the impact of climate change on the Group
Receive and review security updates from the Group’s Head of IT Security,
and related risk dashboards to monitor threats on the Group environment
Review business continuity plans in place
Reviewed the effectiveness of the Group’s antibribery and fraud procedures
Review data protection officer work completed and risk horizon
Complete a review of financial, IT and general controls impacting
financial statement line items
Monitor Group whistleblowing procedures and reports
Internal Audit
Review presentation of internal audits completed during the year, review
findings and monitor progress on open actions
Committee meeting with internal audit, without attendance of the senior
management of the Group
Approve internal audit plan for the upcoming financial year
Complete evaluation of internal audit function
External Audit
Consider external audit plan presented by Deloitte Ireland LLP
Review tender process and recommend the appointment of KPMG
as external auditor for financial year 2023
Confirm auditor independence
Complete evaluation of external audit function
Approve auditor engagement fees for audit services provided
Committee meeting with external audit, without attendance of the
senior management of the Group
Consider non-audit services engaged by the Group (debt covenant
compliance) and materiality of related fees
Receive a report from the external auditors on the results of the audit
and consider any internal control recommendations arising
Review management representation letter obtained from auditors containing
representations about Hostelworld group, to be signed with the annual report
and financial statements
115
Critical judgements in applying the Group’s accounting policies, and key sources of
estimation uncertainty
In respect of the year ended 31 December 2022, the Audit Committee considered the below significant issues.
At each meeting during the year the Audit Committee received a paper from management assessing each critical
judgement and key sources of estimation uncertainty impacting the Group.
Significant Issue
Description and resolution
Going concern and
viability statement
The Audit Committee reviewed the Group’s assessment of going concern over a period of not less
than 12 months from the date of signing.
Management presented forecasted cash flows to the Audit Committee detailing trading and
expenditure plans with associated potential impact of uncertainties. These uncertainties included
the continuing impact and recovery of the business from COVID-19. Four scenarios were considered
by the Audit Committee – a base case to which January and February 2023 revenue is trending,
an upside, a downside and a worst case. Under all scenarios the Group remains a going concern.
In its assessment, the Audit Committee considered the Group’s financing facilities and future
funding plans in its review.
The Audit Committee also reviewed an assessment of the principal risks and uncertainties facing
the Group and the impact on the Group’s financials should they realise. This review included
the Group’s compliance with covenants and the Group’s liquidity over the assessment period.
The Group’s viability statement is included on pages 46 to 49.
Furthermore, the Audit Committee also reviewed the impact that climate change has on assumptions
included in the budget for 2023. The Audit Committee is satisfied that the carrying value of principal
assets is not impacted and that no provisions or contingent liabilities should be recognised. The
Audit Committee is also satisfied that cashflows include the cost of any work being completed
relating to the Group’s sustainability roadmap, including the cost of any carbon offsets, and that
revenue trading volumes included in forecasts adequately reflect the impact of climate change.
Following review and challenge of forecasts and risk factors the Audit Committee concluded that
it was appropriate to recommend the adoption of the going concern basis in preparing the financial
statements and were satisfied that the Group remained viable under the stressed scenarios.
Carrying value
of goodwill
and intangible
assets
Goodwill and intangible asset impairment reviews involve a range of judgemental decisions largely
related to the assumptions used to assess the value-in-use of the assets being tested. These
assumptions typically include short and long-term business and macroeconomic projections, cash
flow forecasts and associated discount rates.
The Audit Committee reviewed valuations prepared on the Group’s goodwill and domain names’
carrying value. The Audit Committee reviewed the methodology applied including ensuring that
the discount rates used were appropriate and assessing the output from the sensitivity analysis
performed at the 2022 year-end on key assumptions including the Group’s growth and discount
rates. The Audit Committee were satisfied that the assumptions used were appropriate.
Following these discussions, the Audit Committee is satisfied with the headroom included in the
valuation models and the carrying value of goodwill and intangible assets at 31 December 2022.
Deferred tax asset
recognition and
recoverability of
deferred tax assets
Deferred tax assets are recognised to the extent that it is probable that taxable profits will be
available in future periods against which the reversal of temporary differences can be deducted.
The extent to which it is probable that taxable profits will be available in future periods has been
assessed by management based on the Board approved five-year forecasts.
The Audit Committee has reviewed the initial recognition and the Group’s ability to recover
deferred tax assets recognised over a five-year period. As a result of their review, the Audit
Committee is satisfied with the carrying value at 31 December 2022 of €9.2m (2021: €8.4m).
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continued
Significant Issue
Description and resolution
Capitalisation of
development costs
The Group incurs significant internal costs in respect of the ongoing development of its IT systems
and core technology and product platforms. The accounting for these costs as either development
costs, which are capitalised as intangibles, or expenses as they are incurred involves judgement.
Capitalised development cost additions during the year comprised of internal staff costs of
€2.1m (2021: €1.7m) and other internally generated additions of €2.5m (2021: €2.7m) which
were capitalised in accordance with the criteria as set out in IAS 38 Intangible Assets.
The Audit Committee has reviewed management’s application of the accounting policy adopted
and the assessment as to whether current projects meet the criteria required for costs to be
capitalised (including feasibility of completion, intention to complete, probable economic benefits,
availability of resources to complete, and ability to measure expenditure).
The Audit Committee considers the approach taken and the application of the policy to
be appropriate.
Exceptional items
The Audit Committee considered the presentation of the Group’s financial statements and, in
particular, the appropriateness of the presentation of exceptional items. The Audit Committee
considered if exceptional items were in line with the Group’s policy and also if the reported
results represented a true and fair view of the underlying performance during the year.
The Audit Committee is satisfied with the presentation of exceptional items in the financial
statements, and that there is sufficient detail to allow users of the financial statements to
understand the nature and extent of the exceptional items and how they arose.
Sustainability
The Audit Committee considered the recommendations of the Taskforce on Climate Related
Financial Disclosures (TCFD) on the Group’s financial reporting and financial statements.
The Audit Committee reviewed the Group’s climate risks and opportunities register twice in
2022. The Audit Committee also oversaw the development of metrics and achievement of
targets that have been put in place by the Group to monitor on an on-going basis. The Audit
Committee concluded that the disclosures on pages 54 to 67 were made in accordance with the
recommendations of the TCFD framework and are appropriate and relevant.
Assessment of Annual Report and
Financial Statements: Fair, Balanced
and Understandable
The Audit Committee receives copies of the annual
report and financial statements during the drafting
stage and provided feedback to the Hostelworld team.
The annual report and financial statements process
is designed to give the Board enough time to assess
whether it is fair, balanced and understandable, as
required by the Code. The Audit Committee considered
whether the annual report and financial statements
contained the necessary information for shareholders
to assess the Company’s position and performance,
business model and strategy. In particular, the Audit
Committee considered if the narrative on the continuing
impact of COVID-19 and the additional sustainability
disclosures included this year were accurate and
complete included on pages 51 to 67, and reflected with
clarity both the results and the strategy of the Group.
The Audit Committee is satisfied that on balance, the
annual report and financial statements represent a fair,
balanced and understandable narrative of the key events
of 2022, both positive and negative, and the strategy
as approved by the Board. The Audit Committee is also
satisfied that the narrative in the strategic report and
governance sections of the annual report and financial
statements are also consistent with the financial
reporting contained in the financial statements.
External Auditors
Our external auditor for the financial year ended
31 December 2022 was Deloitte Ireland LLP, and John
Kehoe was signing audit partner. The 2022 financial year
was Deloitte Ireland LLP’s final year as external audit firm,
and John Kehoe’s first year as signing audit partner. The
Audit Committee oversaw the onboarding and reviewed
the effectiveness of the new external audit partner. I met
with John a number of times outside of the main Audit
Committee meeting cycle during 2022 to review the
most significant risk areas and areas of judgement
affecting the Group, to assess the quality of output
Deloitte Ireland LLP received from the Hostelworld team
and to discuss any emerging risks or issues identified.
117
The Committee reviewed the performance and
effectiveness of Deloitte Ireland LLP and concluded
that it continues to provide an effective audit service.
Deloitte Ireland LLP were first appointed external
auditor to the Hostelworld Group in 2004 and they were
appointed external auditor for the 2015 financial year,
when Hostelworld Group plc was listed. In the UK,
mandatory audit tendering is required every 10 years
with mandatory rotation of auditors of public interest
entities at least every 20 years. On this basis we are
required to tender for external auditing services by
June 2023 for financial year 2023. During 2022 we
undertook a formal audit tender process. The Group
extended a request for information with interested firms
preparing proposals based on set criteria addressing
their service team, audit approach, transition plan,
relationship and independence, and fees. Following the
completion of scorecard assessments by Hostelworld
and a meeting with the Chair of the Audit Committee,
KPMG were selected with Brian MacSweeney as lead
audit partner.
To ensure no impact to audit independence and
objectivity, the Company has in place a policy on the
provision of non-audit services. Under the policy, except
in exceptional circumstances, non-audit fees to the
audit firm should not exceed 70% of the total amount
of the audit fee for the current financial year. Non-audit
work with an expected cost in excess of €30,000 must
be subject to competitive tender and approved by the
Audit Committee. During 2022, Deloitte Ireland LLP
were engaged to provide non-audit services to the
Group totalling €13.0k (2021: €13.0k).
Risk Management
Overall responsibility for risk management is with the
Board. The Audit Committee assists the Board by taking
delegated responsibility for risk identification and
assessment, in addition to reviewing the Group’s risk
management and internal control systems and making
recommendations to the Board thereon. In 2022 the
Audit Committee performed two detailed assessments
of the principal and emerging risks faced by the Group.
Further detail on the risk identification process and the
principal and emerging risks impacting the Group is set
out on pages 33 to 45. These risks are those that could
have a material adverse impact on the Group’s prospects,
business model, its financial condition, reputation and
the results of its operations. The assessment included
a review of the likelihood of a risk event occurring and
the costs to control. The Audit Committee also
performed two assessments of the principal risks and
opportunities relating to climate change impacting the
Group, further detail is set out on pages 57 to 62.
The Audit Committee receive reports of reviews
undertaken by the Group internal auditors, PwC,
and the external auditors, Deloitte Ireland LLP, which
include details of outcomes of tests performed on
the effectiveness of the controls of the Group over
significant risk areas and key financial reporting cycles.
Internal Control
The focus and design of the Group’s internal control
environment is to identify, evaluate, mitigate and
monitor the principal and emerging risks faced by the
business, and to report such risks to the Board in a
timely manner acknowledging that elimination of all
risk is not feasible. Key elements of the Group’s
ongoing controls include:
An organisational structure with clearly defined
lines of responsibility, delegation of authority and
a formal schedule of matters specifically reserved
for decisions by the Board is maintained;
A comprehensive annual planning and budgeting
process reported for all operational units, which
are reviewed and approved by the Board;
Internal control systems and procedures to implement
and monitor the use of these delegated authorities
and capital expenditure controlled by budgetary
processes in line with authorisation levels;
Financial control, budgeting and forecasting systems,
with regular reporting, variance analysis and reviews
of key performance indicators;
Robust systems by which the Group’s financial
statements are prepared, which included assessment
of key financial reporting risks arising through
complexity of transactions, changes to the business,
and changes in accounting standards;
An experienced and suitably qualified finance function
that is fully conversant with the operations of the
business; and
A Code of Conduct setting out behavioural and
ethical standards, supported by clear anti-bribery
and corruption guidelines, and a whistleblowing
policy with an external independent hotline is well
documented and understood.
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In March 2022 the Audit Committee completed a
detailed review of the operation of each key control
impacting financial statement disclosures. In conjunction
with this detailed review and the specific reviews
performed on the principal and emerging risks
impacting the Group, the climate risk and opportunities
register, the climate related metrics and targets put in
place and the accuracy of the reporting to underpin the
reporting against these, the Audit Committee concluded
that the Group’s risk management arrangements and
controls are adequate to provide assurance and that
they are suitable for the Group’s size and strategy.
Internal Audit
The role of the internal audit function is to provide
independent and objective assurance, advice and
insight on governance, risk management and internal
controls to the Board, Audit Committee and the Group.
The internal audit function is outsourced to PwC, the
Audit Committee considers that PwC continue to be
independent and effective, and is satisfied with the
quality, experience and expertise of PwC as its internal
auditor. At each Audit Committee meeting during the
year, the Audit Committee considered the results of the
audits undertaken and the adequacy of management’s
response to matters raised, including the time taken
to resolve such matters.
I met with the PwC internal audit partner and director
several times during the year outside of the formal
meetings to discuss the general environment in which
the Group operates and emerging risks, the output of
the internal audit function and aspects of the Group’s
risk management processes.
The 2022 internal audit plan, setting out areas of internal
audit focus, was agreed by the Audit Committee with
PwC following extensive engagement between PwC
and the Company’s management. The audit plan
focused on the principal risk areas for the Group.
In 2022, the Audit Committee received three reports
from PwC covering:
A.
Phishing review delivered to all
Hostelworld employees;
B.
IT general controls review of Hostelworld
primary proprietary revenue database; and
C.
TCFD (Task Force on Climate-Related Financial
Disclosures) review to ensure the Group had
addressed each of the principals of the framework
through their work in 2022.
The Audit Committee subsequently follows up to
ensure internal audit findings or recommendations
are acted upon by management. There were no open
findings at year end relating to prior internal audit
reviews performed.
The Audit Committee reviewed and agreed the internal
audit plan for 2023 with PwC following consultation
between PwC and the Company’s senior management
which the Audit Committee believes is appropriate to
the scope and nature of the Group’s activities. The 2023
internal audit plan focuses on:
A.
Penetration test designed to assess our
security controls;
B.
Review and benchmarking of our TCFD
included in our annual report;
C.
An IT test aimed to review security access
controls for remote working employees; and
D.
Findings follow up review for any open findings
at year end.
Annual Evaluation of Performance
The performance of the Audit Committee was assessed
as part of the broader Board evaluation process in
relation to its Terms of Reference, composition,
procedures, contribution and effectiveness. The results
concluded that the Audit Committee continues to
operate effectively in line with the requirements of its
Terms of Reference and that the role and remit of the
Audit Committee remains appropriate in the current
economic and risk climate and with regards to the
needs of the Company.
Éimear Moloney
Chairperson, Audit Committee
21 March 2023
119
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5. Remuneration –
Principles P-R of the Code
Remuneration Committee Report
Chairperson of the Remuneration Committee’s Annual Statement
Dear Shareholder,
As Chairperson of the Remuneration Committee, I am pleased to present the Company’s Remuneration Report for
the year ended 31 December 2022.
Membership
No. of meetings/total no. of meetings
held when the Director was a member
Attendance %
Carl G. Shepherd (Chair)
6/6
100%
Michael Cawley
6/6
100%
Éimear Moloney
6/6
100%
Evan Cohen
6/6
100%
The Company Secretary acts as Secretary to the Remuneration Committee.
Key Activities of the Remuneration Committee in 2022
The Remuneration Committee held 6 meetings during
2022 and, among other things, undertook the
following activities:
Finalised the 2021 Directors’ Remuneration Report;
Confirmed the vesting of the first tranche of
restricted share awards granted in lieu of a cash
bonus in 2021 (the “2021 Restricted Share Award”);
Completed a consultation process with major
shareholders on the terms of the new Directors’
Remuneration Policy, for which shareholder
approval was received at the AGM in May 2022;
Approved the terms of a new grant of restricted
shares to the Executive Directors and other senior
executives (the “2022 Restricted Share Award”);
Discussed and agreed that no cash bonus scheme
would operate for 2022;
Discussed and agreed a proposal to amend the
performance conditions attached to the Long-Term
Incentive Plan (LTIP) award granted in 2021;
Considered the remuneration issues raised in
Provisions 32-41 of the UK Corporate Governance
Code and assessed the Company’s compliance with
the respective Code Provisions;
Reviewed overall workforce remuneration and related
policies and considered the alignment of Executive
Director pay with wider Company practices;
Engaged with the wider workforce on matters relating
to executive remuneration; and
Agreed to the operation of a cash bonus scheme for
2023, and the metrics and targets to be used for such
a scheme.
Subsequent to the financial year end, the Remuneration
Committee met to formally assess the extent of vesting
under the adjusted EPS performance condition for the
LTIP award granted in 2020, confirmed the vesting of
the second tranche of the 2021 Restricted Share Award,
agreed the salary levels for the Executive Directors for
2023, approved an LTIP award for key colleagues
(excluding the Executive Directors and other members
of senior management who will not be granted an LTIP
award for 2023), and approved the contents of this
Directors’ Remuneration Report.
121
Executive Remuneration in 2022
Directors’ Remuneration Policy and 2022
Restricted Share Award
2022 proved to be another critically important year for
Hostelworld. The emergence of the Omicron variant
towards the end of 2021 meant a delay to the pace with
which the business could embark on its post-pandemic
recovery. As the year progressed, a more volatile
external economic environment also presented some
risks to growth. Despite these challenges, the Board
believes that Hostelworld’s management team
performed exceptionally well and took advantage of
opportunities to ensure the business could grow over
the coming years. Overall, the performance of the
business over the year was strong, and the financial
outturn was better than expected at the start of 2022.
The outlook for 2023 is encouraging.
Shareholders approved a new Directors’ Remuneration
Policy at the AGM in May 2022. As explained last year,
given the limited visibility at the time of the likely shape
and timing of the post-COVID
-19 recovery, we decided
to effectively duplicate the previous Policy and defer
most material changes to a later date. The key exception
to this was the adoption of a different approach to
long-term incentives, with the Remuneration Committee
deciding to make a grant of restricted shares to the
Executive Directors and other key colleagues in place of
LTIP awards in 2022 and 2023. This award (the “2022
Restricted Share Award”) was granted in May 2022
following shareholder approval of the new Remuneration
Policy. Grants were made at levels of 150% of basic
salary for the Chief Executive Officer and 125% of basic
salary for the Chief Financial Officer, with vesting subject
to continued employment and the Remuneration
Committee being satisfied with individual and Company
performance over the three-year vesting period.
There is an additional two-year post-vesting holding
period for the awards to the Executive Directors.
The Remuneration Committee continues to believe that
the 2022 Restricted Share Award is a powerful retention
tool and was an appropriate response to the challenges
faced last year and the difficulties in setting meaningful
longer-term targets at the time. We are grateful for the
support of the vast majority of our leading shareholders
for our approach.
As anticipated last year, no annual cash bonus scheme
operated for 2022 for the Executive Directors or other
employees. The 2021 Restricted Share Award – which
was designed to replace bonuses for both 2021 and
2022 – has now vested in full for both Directors, with
the second tranche of this award being released
following the assessment of personal performance in
early 2023.
2020 LTIP Award
The LTIP award granted in May 2020 had performance
conditions based on adjusted EPS (25% weighting)
and absolute TSR (75% weighting). The EPS element
involved an assessment of adjusted EPS for the financial
year ended 31 December 2022. Given the challenges
of the last few years, the threshold performance level
was not achieved and therefore no element of this
portion of the award will vest.
The TSR element has a different performance period,
with TSR measured over the three-year period ending
01 May 2023. A final assessment of performance against
this metric will be undertaken at the appropriate time
and we will disclose the level of vesting and the resulting
value of the vested award in next year’s report.
Amendment to Performance Targets for the 2021
LTIP Award
During the year, the Remuneration Committee debated
the performance targets which had been set for the
LTIP award granted in 2021. These targets are based
on Hostelworld’s performance over the period to
31 December 2023. After detailed consideration, the
Committee agreed to exercise its discretion to amend
these targets, for the reasons set out below.
The LTIP award was granted in April 2021 to the
Executive Directors and a number of other key
employees. As previously disclosed, the Committee
agreed different performance metrics for this award
than those used for prior year grants. It was determined
that 50% of the award would be subject to adjusted
EBITDA targets, and the other 50% on key strategic
objectives linked to customer value and the successful
adoption of Hostelworld’s Counter PMS SaaS solution.
Challenging targets for each of these metrics were
agreed at the time.
By late 2021, it was clear that the business environment
had changed materially since the start of the year, when
the targets for the 2021 award had originally been set.
In particular, the emergence of the Omicron COVID-19
variant at the end of 2021 significantly increased the
level of uncertainty around the pace of the post-
pandemic recovery. New lockdown restrictions in
certain key markets, particularly in Asia and Oceania,
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continued
dampened travel demand and had an immediate
negative impact on bookings. It also proved very
difficult to predict likely customer behaviour in such
an environment.
The result of this was that the business projections
we had used for setting the original LTIP targets were
no longer relevant. Under revised projections, it was
clear that the significantly altered trading environment
was such, that the recovery of the business would
take place over a longer timeframe. In this context,
the targets that were originally set for the 2021 LTIP
were no longer considered relevant and were not
acting as an incentive to outperform. The Remuneration
Committee therefore agreed a series of amendments
to the targets to provide for a fairer measure of
performance. The new targets are considered not
materially less difficult to satisfy than the original targets,
taking into account the current business environment.
The amendments align with the interests of
shareholders as the management team now has a set
of achievable targets and thus an incentive to drive
performance over the period covered by the LTIP.
Further details of the amendments are included on
pages 139 and 140.
After the end of the performance period, the
Remuneration Committee will review performance
against the amended targets and will seek to ensure
that the total vesting level is appropriate, taking into
account overall business performance over the period
and the experience of Hostelworld shareholders and
other stakeholders. Full details of our conclusions will be
provided in next year’s Directors’ Remuneration Report.
Remuneration for the Wider Group
During the year, the Committee considered remuneration
for the Executive Directors in the context of the wider
workforce experience, noting the impact on the entire
colleague population of the lack of material incentives in
recent years and the challenges presented by increases
in the cost of living over 2022. We are confident that
the approach to executive remuneration is appropriate
in this context. For example, both the 2021 Restricted
Share Award and the 2022 Restricted Share Award were
granted to a large number of employees as well as the
Executive Directors, demonstrating our desire to ensure
that appropriate retention mechanisms were put in place
for the wider team. In addition, after
bringing forward the 2022 salary review for most
employees (excluding the Executive Directors and
other members of the Executive Leadership Team) to
September 2021, the Company undertook a further
salary review in July 2022, with a minimum increase
of an additional 2% agreed at that time.
The Committee will keep wider workforce remuneration
under review for 2023.
Our Plans for 2023
As explained last year, the 2022 Restricted Share Award
was designed to replace LTIP grants in both 2022 and
2023. As a result, there will be no new LTIP award in
2023 to the Executive Directors or the Executive
Leadership Team. During the year, the Committee will
embark on a review of the Directors’ Remuneration
Policy which, among other things, will cover the future
approach to long-term incentives. We will consult with
major shareholders on our conclusions before seeking
shareholder approval for a new Policy at the AGM to
be held in 2024.
Ahead of this, we have reviewed the basic salaries of
the Executive Directors and Executive Leadership Team
for 2023 and determined that a 3% salary increase is
appropriate. The average salary increase for 2023
awarded to others in the organisation (excluding those
in the organisation not receiving any salary increase
on grounds of inadequate individual performance) is
3.7%. Including market adjustments and promotions,
the total average salary increase for 2023 awarded
(excluding those in the organisation not receiving any
salary increase on grounds of inadequate individual
performance) is 4.9%.
Given the more positive outlook for the business,
we have agreed with management that the Company
is now in a position to offer a cash bonus scheme to
all employees for 2023. The potential bonus for the
Executive Directors will be in line with the Directors’
Remuneration Policy and will be limited to a maximum
of 100% of basic salary. We have agreed performance
measures linked to key performance indicators for the
year, being adjusted EBITDA (70% weighting) and net
revenue (30% weighting). Given the Board’s focus
on ensuring that the business maintains its positive
momentum over the coming year, there is a requirement
that threshold adjusted EBITDA performance must be
delivered in order for any bonus to be paid.
123
UK Corporate Governance Code (the “Code”)
The Company reports against the provisions of the
UK Corporate Governance Code and the Committee
is confident that the pay principles and philosophy set
out are aligned with the Company’s approach to pay in
general, and the culture and values of the organisation.
The Directors’ Remuneration Policy is designed to
support strategy and promote the long-term sustainable
success of the business. The Committee operates a
formal and transparent procedure for setting the Policy
and for agreeing payments under the framework set
out in the Policy. Discretion is applied where relevant,
for example in respect of the performance targets for
the 2021 LTIP award as discussed above.
Hostelworld is compliant with the remuneration
provisions set out in the Code, with two exceptions. First,
the Committee has not developed a formal policy on
post-employment shareholding requirements. The
current Directors’ Remuneration Policy and equity
framework is considered to provide for sufficient
alignment between management and the long-term
interests of shareholders. This reflects the requirement
for the Executive Directors to build a significant holding
in Hostelworld shares during the period of their
employment, and the two-year post-vesting holding
period for the 2022 Restricted Share Award and for
awards granted under the LTIP. Second, the 10% of
salary pension contribution rate for the Chief Executive
Officer is above the 6% rate applicable to the wider
workforce. The Chief Executive Officer’s rate of pension
contribution was agreed at the time of his recruitment
in 2018 and, although not aligned with the workforce
average, is not considered excessive by the Committee.
The Committee will review these matters again when
considering a new Directors’ Remuneration Policy ahead
of the 2024 AGM.
The Committee is of the view that the Directors’
Remuneration Policy and its implementation is fully
consistent with the factors set out in Provision 40 of
the Code:
Clarity:
The Policy and the way it is implemented is
clearly disclosed in this Annual Statement and the
supporting reports comply with full transparency of
all elements of Directors’ remuneration;
Simplicity:
We have adopted a simple and
straightforward Remuneration Policy which, for 2022
and 2023, is focused on a shareholder-aligned
retention tool, the 2022 Restricted Share Award.
This involves an award of shares which will vest after
three years. Ahead of the 2024 AGM, we will review
whether a return to our previous approach will be
appropriate, taking into account circumstances at
the time;
Risk:
The new Policy represents a balanced response
to the current business environment in which the
Company operates. The use of restricted shares
ensures that there is no risk of participants
being potentially incentivised in a manner which
is inconsistent with Hostelworld’s risk profile. The
underpin mechanism in the 2022 Restricted Share
Award is designed to ensure that vesting levels
are consistent with overall performance and that
reputational risk from a perception of “excessive”
pay-outs is limited;
Predictability:
The Policy includes full details of
the individual limits in place for the pay schemes.
Any discretion exercised by the Committee in
implementing the Policy has been fully disclosed;
Proportionality:
The link between the delivery
of strategy and long-term performance and the
remuneration of the Executive Directors is set out in
this Annual Statement, the Directors’ Remuneration
Policy and the Annual Report on Remuneration.
The underpin to the 2022 Restricted Share Award
will ensure that poor performance is not rewarded;
Alignment to culture:
The approach to Directors’
remuneration is consistent with key Group cultural
tenets of transparency, inclusion and performance.
We have closely aligned the pay structures for
Directors with those in place elsewhere in the
Company as we seek to retain and motivate key
talent at all levels. This is reflected, for example, in
the structure of the cash bonus scheme which will
operate for 2023.
Dialogue with shareholders on remuneration matters is
important to the Committee. We engaged extensively
with major investors in 2021 and early 2022 on the
terms of specific proposals and we look forward to
further interaction as we develop a new Remuneration
Policy in late 2023 ahead of the vote at the 2024 AGM.
The Remuneration Committee engaged with the wider
workforce during the financial year through Éimear
Moloney, a member of the Committee and the
designated Non-Executive Director responsible for
employee engagement. This engagement covered a
wide number of issues relating to pay practices across
the Company, and also included a discussion of the
way in which executive remuneration aligns with wider
Group policies.
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Structure of this Report
This report has been prepared in accordance with
the relevant UK reporting regulations, the Listing Rules
and the UK Corporate Governance Code. The report
is divided into three parts:
This Annual Statement;
A summary of the Directors’ Remuneration Policy,
as approved by shareholders at the AGM held in
May 2022; and
The Annual Report on Remuneration, which sets out
payments made to the Directors and details the link
between Company performance and remuneration
for the 2022 financial year. The Annual Report on
Remuneration together with this Annual Statement
is subject to the standard advisory shareholder
vote at the forthcoming AGM.
I hope that you find the information in this Report helpful
and informative and I look forward to your continued
support at the AGM.
I am always happy to hear from the Company’s
shareholders and you can contact me via the
Company Secretary if you have any questions on this
report or more generally in relation to remuneration
at Hostelworld.
Carl G. Shepherd
Chairperson, Remuneration Committee
21 March 2023
125
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continued
Directors’ Remuneration Policy (Summary)
Introduction
The Directors’ Remuneration Policy was approved by shareholders at the AGM held on 11 May 2022. Any payments
to the Directors and any payments for loss of office can only be made if they are consistent with the terms of the
approved Policy. If the Committee wishes to make a payment to Directors which is not consistent with the Policy,
it will be required to seek shareholder approval for an amendment to the Policy at a General Meeting. No changes
are currently proposed to the Policy.
A summary of the key features of the Policy is included below for informational purposes only. The full Policy is included
in the 2021 Annual Report, available on the Hostelworld Group website at
www.hostelworldgroup.com
. If there is
any discrepancy between the summary and the full Policy, the full Policy will prevail.
As explained in the Annual Statement from the Chairperson of the Remuneration Committee, the Committee currently
intends to revert to shareholders with a new Policy at the AGM in 2024. The Committee will consult with major
shareholders on the terms of any new Policy prior to it being presented for formal approval at the AGM.
Policy Table
The following table sets out each element of remuneration and how it supports the Company’s short and long term
strategic objectives.
Base Salary
Link to strategic objectives:
Provides a base level of remuneration to support recruitment and retention of Executive
Directors with the necessary experience and expertise to deliver the Company’s strategy.
Operation
Opportunity
Performance metrics,
weighting and assessment
Salaries are reviewed annually, and any
changes are normally effective from
01 January in the financial year.
When determining an appropriate level
of salary, the Remuneration
Committee considers:
remuneration practices within
the Company;
the performance of the individual
Executive Director;
the individual Executive Director’s
experience and responsibilities;
the general performance of
the Company;
salaries within the ranges paid
by companies in the comparator
group used for remuneration
benchmarking; and
the economic environment.
Base salaries will be set at an
appropriate level within a comparator
group of comparably sized listed
companies and will normally increase
in line with increases made to the
wider employee workforce.
Individuals who are recruited or
promoted to the Board may, on
occasion, have their salaries set below
the targeted policy level until they
become established in their role. In
such cases subsequent increases in
salary may be higher than the average
until the target positioning is achieved.
None
127
Benefits
Link to strategic objectives:
Provides a market competitive level of benefits to support recruitment and retention of
Executive Directors with the necessary experience and expertise to deliver the
Company’s strategy.
Operation
Opportunity
Performance metrics,
weighting and assessment
The Executive Directors receive benefits
which include, but are not limited to,
private medical insurance (family cover),
income protection and life assurance
cover (including tax, if any).
The Remuneration Committee recognises
the need to maintain suitable flexibility
in the determination of benefits that
ensure it is able to support the objective
of attracting and retaining personnel.
Accordingly, the Remuneration
Committee would expect to be able to
adopt other benefits including (but not
limited to) relocation expenses, tax
equalisation and support in meeting
specific costs incurred by Directors.
The maximum will be set at the cost
of providing the benefits described.
None
Pensions
Link to strategic objectives:
Provide retirement benefits to support recruitment and retention of Executive Directors
with the necessary experience and expertise to deliver the Company’s strategy.
Operation
Opportunity
Performance metrics,
weighting and assessment
The Remuneration Committee maintains
the ability to provide pension funding in
the form of a salary supplement, which
would not form part of the salary for
the purposes of determining the extent
of participation in the Company’s
incentive arrangements.
For the current CEO, the maximum
pension contribution as a percentage
of basic salary is 10%.
For the current CFO and for any new
Executive Director, the maximum
pension contribution will be in line
with the contribution level provided
to the majority of the workforce.
None
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Annual Bonus Plan
Link to strategic objectives:
The Annual Bonus Plan provides an incentive to the Executive Directors linked to
achievement in delivering goals that are closely aligned with the Company’s strategy and
the creation of value for shareholders.
In particular, the Plan supports the Company’s objectives allowing the setting of annual
targets based on the business’ strategic objectives at that time, meaning that a wide
range of performance metrics can be used.
Operation
Opportunity
Performance metrics,
weighting and assessment
The Remuneration Committee will
determine the bonus payable after
the year end based on performance
against targets.
Annual bonuses are normally paid in
cash after the end of the financial year
to which they relate although the
Remuneration Committee will have the
flexibility to settle any bonus in shares.
On a change of control, the Remuneration
Committee may pay bonuses on a pro
rata basis measured on performance up
to the date of change of control.
Malus will apply up to the date of the
bonus determination and clawback will
apply for two years from the date of
bonus determination.
The maximum bonus opportunity
as a % of base salary is 100%.
Bonus payouts are determined
on the satisfaction of a range of
key financial and non-financial
objectives set by the
Remuneration Committee.
In addition, the payment of any
bonus will require the Remuneration
Committee to determine that the
Company has delivered an
acceptable level of performance
during the year.
The Remuneration Committee
retains discretion in exceptional
circumstances to change
performance measures and targets
and the weightings attached to
performance measures part-way
through a performance year if
there is a significant and material
event which causes the
Remuneration Committee to
believe the original measures,
weightings and targets are no
longer appropriate. Discretion may
also be exercised in cases where
the Remuneration Committee
believes that the bonus outcome is
not a fair and accurate reflection
of business performance.
129
Long Term Incentive Plan (LTIP)
Applicable to all LTIP Awards other than the 2021 and 2022 Restricted Share Award
The Committee has no current intention to grant LTIP awards to the current Executive Directors during the two-year
period covered by the Remuneration Policy
Link to strategic objectives:
Awards are designed to incentivise the Executive Directors to maximise returns to
shareholders by successfully delivering the Company’s objectives over the long term.
Operation
Opportunity
Performance metrics,
weighting and assessment
Awards are granted annually to
Executive Directors under the LTIP.
These vest at the end of a three-year
period, normally subject to:
the Executive Director’s
continued employment at
the date of vesting; and
satisfaction of the
performance conditions.
The Remuneration Committee may
award dividend equivalents on awards
to the extent that they vest.
Awards which vest after the end of the
three-year performance period will be
subject to an additional two-year
holding period. During this period the
shares cannot be sold (other than as
required for tax purposes).
The LTIP rules contain standard
provisions to satisfy awards/dividend
equivalents in shares.
Malus will apply for the three-year
period from grant to vesting with
clawback applying for the two-year
period post vesting.
Awards may be made up to 150% of
base salary.
If exceptional circumstances arise,
including (but not limited to) the
recruitment of an individual, the
Remuneration Committee may grant
awards outside this limit up to a
maximum of 200% of a participant’s
annual basic salary.
No more than 25% of the award
will vest for threshold performance.
100% of the award will vest for
maximum performance.
LTIP awards will vest subject to
the achievement of challenging
performance conditions set by
the Remuneration Committee prior
to each grant. These will be
determined by the Committee
each year taking into account the
specific strategic priorities of the
business at the time. The Committee
may change the balance of the
measures or use different measures
for subsequent awards during the
Policy period, as appropriate.
The Remuneration Committee
retains discretion in exceptional
circumstances to change
performance measures and targets
and the weightings attached to
performance measures part way
through a performance period if
an event occurs which causes
the Remuneration Committee to
believe the original measures,
weightings and targets are no
longer appropriate.
Discretion may also be exercised
in cases where the Remuneration
Committee believes that the
vesting outcome is not a fair
and accurate reflection of
business performance.
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Long Term Incentive Plan (LTIP)
Applicable to the 2022 Restricted Share Award
Link to strategic objectives:
The 2022 Restricted Share Award operates as a retention mechanism.
Operation
Opportunity
Performance metrics,
weighting and assessment
The 2022 Restricted Share Award
was granted in May 2022 following
shareholder approval of the new
Remuneration Policy under the LTIP
rules. The award will vest three years
after grant. Vesting will be dependent
on continued employment at the date
of vesting and an underpin mechanism
(see right).
The 2022 Restricted Share Award will
be subject to an additional two-year
holding period following the end of the
vesting period. During this period the
shares cannot be sold (other than as
required for tax purposes).
The Remuneration Committee may
award dividend equivalents on awards
to the extent that they vest.
The LTIP rules contain standard
provisions to satisfy awards/dividend
equivalents in shares.
Malus will apply for the three-year
period from grant to vesting with
clawback applying for the two-year
period post vesting.
The 2022 Restricted Share Award was
granted at a level of 150% of base
salary for the Chief Executive Officer
and 125% of base salary for the Chief
Financial Officer.
Vesting of the 2022 Restricted
Share Award is not subject to
the satisfaction of headline
performance conditions. However,
the underpin mechanism requires
the Remuneration Committee to
be satisfied with individual and
Company performance over the
vesting period.
Save As You Earn (SAYE) plan
Link to strategic objectives:
To encourage share ownership among Hostelworld employees and increase the alignment
with shareholders.
Operation
Opportunity
Performance metrics,
weighting and assessment
The plan permits employees to purchase
shares at the end of a three-year period
at a discount of up to 20% of the
market value of the shares at grant.
The maximum participation limit is as
set out in the relevant legislation.
None (as is the norm for approved
all-employee plans).
131
Shareholding Requirement
Link to strategic objectives:
To support long term commitment to the Company and the alignment of Executive Director
interests with those of shareholders.
Operation
Opportunity
Performance metrics,
weighting and assessment
The Remuneration Committee has
adopted formal shareholding guidelines
that will encourage the Executive
Directors to build up and then
subsequently hold a shareholding
equivalent of 200% of their base salary.
Adherence to these guidelines is a
condition of continued participation in
the equity incentive arrangements.
200% of salary
None
Non-Executive Director Fees
Link to strategic objectives:
The Company provides a level of fees to support recruitment and retention of Non-Executive
Directors with the necessary experience to advise and assist with establishing and
monitoring the Company’s strategic objectives.
Operation
Opportunity
Performance metrics,
weighting and assessment
The Board as a whole is responsible
for setting the remuneration of the
Non-Executive Directors, other than
the Chairman whose remuneration is
considered by the Remuneration
Committee and recommended to
the Board.
Non-Executive Directors are paid a
base fee and additional fees for acting
as Senior Independent Director and
as Chairman of Board committees
(or to reflect other additional
responsibilities and/or additional/
unforeseen time commitments).
Non-Executive Directors do not
participate in any of the Company’s
incentive arrangements.
The base fees for Non-Executive
Directors are set at an appropriate rate.
In general, the level of fee increase
for the Non-Executive Directors will be
set taking account of any change in
responsibility and will take into account
the general rise in salaries across
the workforce.
The Company will pay reasonable
vouched expenses incurred by the
Chairman and Non-Executive Directors,
together with other benefits where
considered necessary (and any related
tax that may be payable).
None
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Malus and Clawback
Malus and clawback provisions within the annual bonus
scheme and the LTIP apply in the following circumstances:
Material misstatement of results;
Gross misconduct;
Error in calculating the number of shares subject to
an award or the amount of cash paid;
Corporate failure; or
Serious reputational damage.
As stated in the Policy table above for the annual bonus
plan, malus applies up to the date of bonus determination
and clawback applies for a period of two years from the
date of bonus determination. For the LTIP – including
the 2022 Restricted Share Award – malus will apply
for the three-year period from grant to vesting, with
clawback applying for the two-year period post vesting.
Discretion
The Remuneration Committee has discretion in
several areas of policy as set out in this report.
The Remuneration Committee may also exercise
operational and administrative discretions under
relevant plan rules approved by shareholders as set
out in those rules. These include (but are not limited
to) the choice of participants, the size of awards in
any year (subject to the limits set out in the Policy
table above), the determination of good and bad
leavers and the treatment of outstanding awards in
the event of a change of control.
Service Agreements and Letters of Appointment
Executive Directors
Each of the Executive Directors has entered into a service contract with the Company. Each Executive Director is
subject to re-election at the AGM.
Name
Position
Date of
service agreement
Notice period by
Company (months)
Notice period by
Director (months)
Gary Morrison
Chief Executive Officer
11 June 2018
12
12
Caroline Sherry
Chief Financial Officer
01 December 2020
6
6
Non-Executive Directors
The Non-Executive Directors have each entered into letters of appointment with the Company. Each independent
Non-Executive Director’s term of office runs for an initial period of three years unless terminated earlier upon written
notice or upon their resignations. Non-Executive Directors are also subject to re-election at each AGM.
The date of appointment of each Non-Executive Director is set out below:
Name
Effective date of appointment
Notice period by
Company (months)
Notice period by
Director (months)
Michael Cawley
14 October 2015
1
1
Carl G. Shepherd
01 October 2017
1
1
Éimear
Moloney
27 November 2017
1
1
Evan Cohen
14 August 2019
1
1
133
Payment for Loss of Office
Remuneration element
Treatment on exit
Salary, Benefits
and Pension
Salary, benefits and pension will be paid over the notice period. The Company has discretion
to make a lump sum payment on termination equal to the salary, value of benefits and value of
company pension contributions payable during the notice period. In all cases the Company will
seek to mitigate any payments due.
Annual Bonus Plan
Good leaver reason
– pro-rated to time and performance for year of cessation.
Other reason
– no bonus payable for year of cessation.
LTIP
Good leaver reason
– Pro-rated to time and performance (where applicable) in respect of each
subsisting LTIP award.
Other reason
– Lapse of any unvested LTIP award.
The Remuneration Committee has the following elements of discretion:
to determine that an executive is a good leaver. It is the Committee’s intention to only use this
discretion in circumstances where there is an appropriate business case which will be explained
in full to shareholders;
to measure performance (where applicable) over the original performance period or at the date
of cessation. The Committee will make this determination depending on the type of good leaver
reason resulting in the cessation;
the Remuneration Committee’s policy is generally to pro-rate to time from the date of grant to
the date of cessation. It is the Remuneration Committee’s intention to only use its discretion
to adopt a different approach to pro-rating in circumstances where there is an appropriate
business case which will be explained in full to shareholders;
to determine the extent to which the post-vesting holding period will apply for a good leaver.
The Committee has agreed that the holding period will not apply in the event of death.
A good leaver reason may include cessation in the following circumstances:
Death;
Ill-health;
Injury or disability;
Redundancy;
Retirement with agreement of employer;
Employing company ceasing to be a Group company;
Employing company transferred to a person who is not a Group Member; or
At the discretion of the Remuneration Committee (as described above).
Cessation of employment in circumstances other than those set out above is cessation for other reasons.
134
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Hostelworld Annual Report 2022
Corporate Governance Report
continued
Change of Control
The Remuneration Committee’s policy on the vesting of incentives on a change of control is summarised below:
Name of Incentive Plan
Change of control
Discretion
Annual Bonus Plan
Pro-rated to time and performance to the
date of the change of control.
The Remuneration Committee has discretion to
continue the operation of the Plan to the end of
the bonus year.
LTIP
The number of shares subject to subsisting
LTIP awards vesting on a change of control
will be pro-rated to time and performance
(where applicable).
Options to the extent vested may be exercised
at any time during the period of six months
following the change of control and if not so
vested will lapse at the end of such period
unless the Remuneration Committee
determines that a longer period shall apply.
The Remuneration Committee retains absolute
discretion regarding the proportion vesting,
taking into account time and performance
(where applicable).
There is a presumption that the Remuneration
Committee will pro-rate to time. The Remuneration
Committee will only waive pro-rating in exceptional
circumstances where it views the change of
control as an event which has provided a material
enhanced value to shareholders which will be
fully explained to shareholders. In all cases the
performance conditions (where applicable) must
be satisfied.
Consideration of Shareholder Views
The Remuneration Committee considered the views of shareholders in formulating the Remuneration Policy which
was approved in May 2022. During 2021 and in the early part of 2022 the Committee conducted a consultation
exercise with major shareholders and the major proxy advisers on the details of the proposed Remuneration Policy,
ahead of it being presented for formal shareholder approval at the May 2022 AGM. The strong support for the
Remuneration Policy received from a substantial number of major shareholders in connection with the consultation
exercise formed the basis of the Committee’s decision to proceed with recommending the proposals be approved
by shareholders at the May 2022 AGM.
135
Annual Report on Remuneration
Single Total Figure of Remuneration (Audited)
Executive Directors
The table below sets out the single total figure of remuneration and breakdown for each Executive Director in respect
of the 2022 financial year. Comparative figures for the 2021 financial year have also been provided. Figures provided
have been calculated in accordance with the relevant UK reporting regulations.
Director
Salary
(€’000)
Taxable
Benefits
(€’000)
(1)
Bonus
(€’000)
LTIP
(€’000)
Pension
(€’000)
(2)
Other
(€’000)
(3)
Total
(€’000)
Total
Fixed
(€’000)
Total
Variable
(€’000)
Gary Morrison
2022
465.8
9.6
46.6
522.0
522.0
2021
443.6
10.9
44.4
496.8
995.7
995.7
Caroline Sherry
2022
304.0
4.6
18.2
326.8
326.8
2021
271.3
4.0
16.3
308.0
599.6
599.6
(1) Benefits represent payments for health insurance and life assurance policies.
(2) Pension contributions were made at a level of 10% of basic salary for Gary Morrison and 6% of basic salary for Caroline Sherry.
(3) The amounts in this column for 2021 represent the face value at grant of the 2021 Restricted Share Award granted to the Executive Directors on 27 April
2021. For further information regarding this award, please see page 121.
Non-Executive Directors
The table below sets out the single total figure of remuneration and breakdown for each Non-Executive Director.
Fees
(€’000)
Taxable
Benefits
(€’000)
(1)
Other
(€’000)
Total
(€’000)
Total
Fixed
(€’000)
Total
Variable
(€’000)
Director
2022
2021
2022
2021
2022
2021
2022
2021
2022
2021
2022
2021
Michael Cawley
(1)
145.0
145.0
145.0
145.0
145.0
145.0
Carl G. Shepherd
(2)
74.0
74.0
74.0
74.0
74.0
74.0
Éimear Moloney
(3)
67.0
67.0
67.0
67.0
67.0
67.0
Evan Cohen
60.0
60.0
60.0
60.0
60.0
60.0
(1) Chairman of the Board and Chair of the Nominations Committee.
(2) Chair of the Remuneration Committee and Senior Independent Director.
(3) Chair of the Audit Committee.
Additional Information regarding Single Figure Table (Audited)
Basic Salary
As explained in last year’s Directors’ Remuneration Report, the basic salaries of the Executive Directors were increased
by 5% for Gary Morrison and by 10.5% for Caroline Sherry with effect from 01 January 2022.
Annual Bonus
No annual cash bonus scheme operated for 2022 and therefore there were no bonuses payable to the Executive
Directors for the year under review.
136
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Hostelworld Annual Report 2022
Corporate Governance Report
continued
Long Term Incentives Vesting Subject to Performance Period ending in 2022
LTIP awards were granted to Gary Morrison, Caroline Sherry and other members of senior management in May 2020.
There are two parts to the performance conditions for these awards. 25% of the awards were based on an adjusted
EPS performance condition, measured for the financial year ended 31 December 2022. The remaining 75% of the
awards are based on absolute TSR performance, measured up to 01 May 2023.
The adjusted EPS performance condition was tested after the 2022 financial year end. As the threshold performance
condition was not met, this portion of the awards lapsed.
Adjusted EPS condition (25%)
Adjusted EPS for the financial year ended 31 December 2022
Vesting
Less than 0c
0%
0c
25%
8.87c
100%
Between 0c and 8.87c
Straight-line vesting between 25% and 100%
Outcome:
(5.97)c
0%
Performance for the absolute TSR element will be tested after 01 May 2023, with the final performance outcome
and the resulting vesting level reported in next year’s Directors’ Remuneration Report. The specific performance
targets are as follows:
Absolute TSR condition (75%)
Annualised TSR of the Company over the three-year period to 1 May 2023
Vesting
Less than 5.0% p.a.
0%
5.0% p.a.
25%
15.0% p.a. or above
100%
Between 5.0% and 15.0% p.a.
Straight-line vesting between 25% and 100%
137
The table below sets out the details of the LTIP awards granted to Gary Morrison and Caroline Sherry in 2020. All
awards were granted as nil cost options.
Director
Date
of grant
Value
of award
Face
value of
award
(€’000)
Number
of shares
awarded
Exercise
Price
(€)
Percentage
of award
vesting at
threshold
performance
Performance
period
end date
Weighting
(1)
Number
of shares
lapsing
(2)
Total
value of
vested
awards
(€)
Gary Morrison
2 May
2020
150% of
salary
665.4
782,938(
3)
Nil
(4)
25%
31 December
2022
Adjusted
EPS
(25%)
195,735
Nil
1 May 2023
(TSR)
Absolute
TSR
(75%)
Caroline Sherry
2 May
2020
50% of
salary
72.5
85,303
(3)(5)
Nil
(4)
25%
31 December
2022
(EPS)
Adjusted
EPS
(25%)
21,326
Nil
1 May 2023
(TSR)
Absolute
TSR
(75%)
(1) The specific performance targets for these awards are set out above.
(2) Represents the number of shares lapsing due to the EPS performance conditions not being met
(25% of the overall award).
(3) The number of shares originally awarded was calculated using the closing share price on 1 May 2020, which was 75.0p. As disclosed in the 2020 Directors’
Remuneration Report, the Remuneration Committee agreed to apply a technical adjustment to the number of shares comprising LTIP awards granted in 2020
to reflect the impact of the bonus issue which took place in September 2020. The purpose of this adjustment was to ensure that award holders were no
better or worse off following the bonus issue than they were beforehand. The adjustment took place on 27 April 2021, resulting in an increase in Gary Morrison’s
award from 771,900 to 782,938 shares and in Caroline Sherry’s award from 84,100 to 85,303 shares.
(4) These awards are nil cost options and therefore have a nil exercise price. The share value used to determine the face value of the awards at grant is explained
in footnote 3 above.
(5) This award was granted prior to Caroline Sherry’s appointment to the Board and does not include a post-vesting holding period.
Scheme Interests Awarded During the Financial Year (Audited)
2022 Restricted Share Award
Following shareholder approval of the Directors’ Remuneration Policy at the AGM in May 2022, a grant of restricted
shares was made to the Executive Directors under the terms of the 2022 Restricted Share Award. The full rationale
for this award was explained in last year’s Directors’ Remuneration Report, and is summarised again in the annual
statement from the Chairperson of the Remuneration Committee on page 121 of this report.
Each Executive Director was granted a 2022 Restricted Share Award as set out in the table below. The shares will vest
after three years subject to continued employment. An additional underpin mechanism requires the Remuneration
Committee to be satisfied with individual and Company performance over the vesting period. The 2022 Restricted
Share Award is subject to a two-year post-vesting holding period.
Director
Date of grant
Value of award
Face value
of award
(€’000)
Number
of shares
awarded
(1)
Exercise
Price
(€)
(2)
Vesting date
(3)
Gary Morrison
12 May 2022
150% of salary
698.7
719,770
n/a
12 May 2025
Caroline Sherry
12 May 2022
125% of salary
380.0
391,459
n/a
12 May 2025
(1) The number of shares awarded was calculated using the closing share price on
12 May 2022, which was 82.9p.
(2) The awards were granted as conditional share awards and do not have an exercise price.
(3) As noted above, the vesting of the awards is subject to continued employment and the Remuneration Committee being satisfied with individual and
Company performance over the vesting period.
138
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Hostelworld Annual Report 2022
Corporate Governance Report
continued
Other Share Awards
2021 Restricted Share Award (Audited)
Following approval by Hostelworld shareholders of an amendment to the Directors’ Remuneration Policy at a General
Meeting held on 26 April 2021, the Executive Directors were each granted a Restricted Share Award (the “2021
Restricted Share Award”) in place of an annual cash bonus for 2021 and 2022.
Each Executive Director was granted a 2021 Restricted Share Award over shares equivalent at grant to 112% of basic
salary, being two times their target annual cash bonus. Each 2021 Restricted Share Award vested in two tranches,
subject in both cases to the participant being employed by Hostelworld as of the vesting date and satisfactory
personal performance. The first tranche (representing the first 50% of the award) vested on 28 February 2022
following completion of the 2021 performance appraisal process. The second tranche (representing the second
50% of the award) vested on 28 February 2023 following completion of the 2022 performance appraisal process.
Details of the 2021 Restricted Share Award are set out in the table below.
Director
Date
of grant
Value
of award
Face value
of award
(€’000)
Number
of shares
awarded
(1)
Exercise
Price
(€)
(2)
Vesting
date
Number of
shares vesting
(3)
Total value of
vested awards
(€)
(4)
Gary Morrison
27 Apr
2021
112% of
salary
496.8
430,398
n/a
28 February 2022
(tranche 1)
215,199
193,177
28 February 2023
(tranche 2)
215,199
331,260
Caroline Sherry
27 Apr
2021
112% of
salary
308.0
266,815
n/a
28 February 2022
(tranche 1)
133,407
119,755
28 February 2023
(tranche 2)
133,408
205,358
(1) The number of shares awarded was calculated using the closing share price on 26 April 202
1, which was 100.4p.
(2) The awards were granted as conditional share awards and do not have an exercise price.
(3) Represents the number of shares vesting following the Remuneration Committee’s confirmation that each Director had demonstrated satisfactory
personal performance during the vesting period for both tranches of the award.
(4) Represents the value of the vested shares based on the share price on the vesting date, being 75.0p on 28 February 2022 for the first tranche and
135.0p on 28 February 2023 for the second tranche. The face value of the 2021 Restricted Share Award at the time of grant was reported in the Single
Total Figure table for 2021 in the column headed “Other”.
Long Term Incentives Awarded in 2021
The table below sets out details of the LTIP awards granted to the Executive Directors in the 2021 financial year.
All awards were granted as nil-cost options.
Director
Date
of grant
Value
of award
Face value
of award
(€’000)
Number
of shares
awarded
(1)
Exercise
Price
(€)
Percentage
of award
vesting at
threshold
performance
Performance
period
end date
Weighting
(2)
Gary Morrison
27 Apr
2021
125% of
salary
554.5
480,354
Nil
(3)
25%
31 December
2023
Adjusted EBITDA
(50%)
Strategic
objectives (50%)
Caroline Sherry
27 Apr
2021
100% of
salary
275.0
238,228
Nil
(3)
25%
31 December
2023
Adjusted EBITDA
(50%)
Strategic
objectives (50%)
(1) The number of shares awarded was calculated using the closing share price on 26 April 202
1, which was 100.4p.
(2) Information on the specific performance targets for these awards is set out below.
(3) These awards are nil cost options and therefore have a nil exercise price. The share value used to determine the face value of the awards is explained in
the footnote above.
(4) To the extent that awards vest, a dividend equivalent award will be made at the end of the vesting period.
139
As expl
ained in the circular issued to shareholders ahead of the General Meeting on 26 April 2021, vesting of the
LTIP awards granted in 2021 is subject to achievement of an adjusted EBITDA performance condition (applying to
50% of the awards) and the satisfaction of critical strategic objectives (applying to the remaining 50%
). Performance
is to be measured over the three years to 31 December 2023.
As stated in the Annual Statement from the Chairperson of the Remuneration Committee, during the year the
Committee agreed a series of amendments to the targets which had originally been set, to reflect the changed
business environment since early 2021 and the slower expected recovery from the pandemic. Further details of
the specific amendments are set out below.
Adjusted EBITDA targets
The original adjusted EBITDA targets were amended to reflect the impact of the more severe and enduring adverse
impact of the pandemic on trading performance, and the shortfall in net booking numbers against the original
projections. The targets measure adjusted EBITDA on a cumulative basis over the financial years 2021, 2022 and
2023. The purpose of this is to capture the whole experience of the full three-year performance period, always
recognising that 2021 would be a year of negative adjusted EBITDA. Notwithstanding this, it became clear to the
Committee that adjusted EBITDA for 2021 would be materially lower than originally forecast, and that 2022 and
2023 would also be at reduced levels. The combination of this meant that, to maintain the principle of measuring
performance on a cumulative basis over the period, changes to the targets would be required. The new targets as
agreed by the Committee during 2022 took into account analyst consensus on expected performance for both
2022 and 2023 as well as the outturn for 2021.
The original adjusted EBITDA targets were not published at the time of grant for reasons of commercial confidentiality
given Hostelworld was not providing forward-looking guidance to the market at the time. Given the resumption of
such guidance in the second half of 2022, and in line with our previous commitments, we are now publishing the
specific targets:
Cumulative adjusted EBITDA over the three financial years 2021-2023
Original targets
Amended targets
Vesting
Less than €4.2m
Less than -€3.1m
0%
€4.2m
-€3.1m
25%
€8.3m
-€2.0m
62.5%
€9.2m or higher
-€1.8m or higher
100%
Straight-line vesting between the above points
The Committee is aware that the new targets are materially different to those which were originally agreed in 2021,
and that there is the potential for LTIP awards to vest for negative adjusted EBITDA over the full three-year performance
period. This is a product of the issues discussed above, with the post-pandemic recovery over the three years
occurring at a more gradual pace than expected at the time the original targets were set. The Committee believes
that the new targets are as challenging as those originally set.
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Corporate Governance Report
continued
Strategic objectives
The strategic portion of the 2021 LTIP award incorporates two elements. The first element is based on an assessment
of improvements in new customer value compared to customer acquisition cost. This is linked to the objective of
optimising paid spend based on predicted new customer value versus acquisition cost. The Committee has made
a number of adjustments to these targets to reflect business headwinds, with an increase in expected customer
acquisition costs over the period and pressures on new customer value. The adjustments are smaller than those
which have been applied to the adjusted EBITDA targets.
The second strategic element relates to the successful adoption of Hostelworld’s Counter PMS SaaS solution by
hostel accommodation partners, in line with the long-term strategy of increasing the adoption of technology into
the core platform offering. Here, the Committee has amended the targets to reflect a focus on the number of
hostel properties which sign up to the Counter solution by the end of 2023 rather than the revenue expected from
Counter at the end of that year. This change is consistent with the wider business decision to focus on Counter as
a free product for our hostel partners rather than a premium paid-for service.
The Committee continues to believe that the specific performance targets for both of these strategic elements
remain commercially confidential. In line with the commitment made when the original targets were set, the targets
will be disclosed in full in the Directors’ Remuneration Report for 2023, when the level of vesting for the award will
also be disclosed.
Payments for Loss of Office/Payments to Past Directors (Audited)
There were no payments for loss of office or payments to past Directors made during the 2022 financial year.
Statement of Directors’ Shareholdings and Share Interests (Audited)
The number of shares of the Company in which the Executive Directors had a beneficial interest and details of
long-term incentive interests as at 31 December 2022 are set out in the table below. Under the Directors’
Remuneration Policy, the Remuneration Committee has adopted formal shareholding guidelines that encourage
the Executive Directors to build up and hold a shareholding equivalent to 200% of basic salary.
Director
Beneficially
owned shares
Shareholding
requirement
(% of salary)
Shareholding
(% of salary)
Shareholding
requirement met?
Unvested LTIP
interests subject
to performance
conditions
(1)
Unvested
Restricted Share
Award interests
Gary Morrison
120,226
200%
34%
No
1,263,292
934,969
Caroline Sherry
62,702
200%
30%
No
323,531
524,867
(1) Position as at 3
1 December 2022. As noted on page 136, subsequent to the year end the Committee determined that 25% of the LTIP award made in 2020
had lapsed. This was equivalent to 195,735 shares in the case of Gary Morrison and 21,326 shares in the case of Caroline Sherry.
Details of the interests held in shares by Non-Executive Directors as at 31 December 2022 are set out below.
Non-Executive Directors are not subject to a shareholding requirement.
Director
Beneficially
owned shares
Michael Cawley
302,797
Carl G. Shepherd
35,285
Éimear Moloney
122,376
Evan Cohen
15,214
141
Comparison of Overall Performance and Pay (TSR graph)
The graph below shows the value of £100 invested in the Company’s shares since listing compared to the FTSE
SmallCap index. The graph shows the Total Shareholder Return (TSR) generated by both the movement in share value
and the reinvestment of dividend income over the same period. The Remuneration Committee considers that the
FTSE SmallCap index is an appropriate index for comparison as Hostelworld is a member of this index and it includes
other companies with a similar market capitalisation and scope of operations. The graph has been calculated in
accordance with the Regulations. The Company listed on 28 October 2015 (with grey market trading until 2 November
2015) and therefore only has a listed share price for the period from 28 October 2015 to 31 December 2022.
Total shareholder return (£)
£0
£20
£40
£60
£80
£100
£120
£140
£160
£180
£200
£220
£240
December
2022
December
2021
December
2020
December
2019
December
2018
December
2017
December
2016
December
2015
October
2015
FTSE Small Cap
Hostelworld Group
Chief Executive Officer Historical Remuneration
The table below sets out the total remuneration delivered to the Chief Executive Officer over the last nine years
valued using the methodology applied to the single total figure of remuneration:
2014
2015
2016
2017
2018
2019
2020
2021
2022
Chief Executive Officer
Feargal
Mooney
Feargal
Mooney
Feargal
Mooney
Feargal
Mooney
Feargal
Mooney
Gary
Morrison
Gary
Morrison
Gary
Morrison
Gary
Morrison
Gary
Morrison
Total Single Figure (€’000)
413.1
395.0
1,298.7
768.8
209.5
307.2
485.8
498.4
995.7
522.0
Annual bonus payment
level achieved (% of
maximum opportunity)
14.9%
0%
0%
73.4%
0%
19.3%
0%
n/a
n/a
n/a
LTIP vesting level achieved
(% of maximum opportunity
n/a
n/a
n/a
n/a
0%
n/a
n/a
0%
0%
0%
(1)
(1) Represents the nil vesting level for the adjusted EPS portion of the 2020 LTIP award
(which accounted for 25% of the overall award). Performance for
the absolute TSR portion will be assessed and disclosed next year.
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Corporate Governance Report
continued
Change in Directors’ Remuneration Compared with Employees
The following table sets out the change in the remuneration paid to each of the Directors since 2019, compared
with the average percentage change for employees, as required by the reporting regulations. For the Directors,
the percentage change in remuneration reflects the disclosures in the Single Total Figure table of remuneration.
2022 vs 2021
2021 vs 2020
2020 vs 2019
Salary/
Fees
Taxable
benefits
Bonus
Salary/
Fees
Taxable
benefits
Bonus
Salary/
Fees
Taxable
benefits
Bonus
Executive Directors
Gary Morrison
5%
(12)%
0%
4.8%
3.0%
(13.3)%
Caroline Sherry
(1)
12%
14%
Non-Executive Directors
Michael Cawley
0%
0%
0%
Carl G. Shepherd
0%
0%
8.5%
Éimear Moloney
0%
0%
0%
Evan Cohen
(2)
0%
0%
Employee pay
Average per employee –
parent company
(3)
Average per
employee – group
15%
19%
3.3%
(2.3)%
5.5%
93%
(1) Appointed to the Board on 0
1 December 2020. Comparatives prior to 2022 vs 2021 not shown given part-year service. Change in salary shown for
2022 vs 2021 reflects salary increase agreed for 2022, as explained in last year’s Directors’ Remuneration Report.
(2) Appointed to the Board on 14 August
2019. Comparatives prior to 2021 vs 2020 not shown given part-year service.
(3) Prior to 2022 the only employees of the parent company were the Directors of the Company. In 2022 four additional employees were employed. No
comparatives vs 2021 are shown given no prior year service for these employees
Remuneration Practices Across the Company
Hostelworld does not have more than 250 UK employees (the current number of UK employees is 20) and as a
result is not required to publish the ratio of the Chief Executive Officer’s remuneration to the pay of UK employees.
Nevertheless, in line with the expectations set out in the UK Corporate Governance Code, each year the Remuneration
Committee reviews workforce remuneration and related policies. This includes a detailed assessment of pay levels
and structures throughout the organisation, including fixed pay elements, and the extent to which participation in
incentive schemes (including equity incentives) extends below Board level. The remuneration of the Executive
Directors is considered in this context.
Taking into account the challenges of recent years, the Company has proactively sought to address pay issues
within the wider workforce. Basic salary levels for all employees are reviewed annually against appropriate external
benchmarks and in the context of the wider employment environment. As reported last year, very competitive
recruitment markets in 2021 led the Company to bring forward the January 2022 salary review to September 2021,
with the Executive Directors and the other members of the Executive Leadership Team excluded from the review.
An average salary increase of 7% was applied at the time, with a further review undertaken in February 2022 to
provide merit increases to those excluded from the September 2021 review, to address promotions identified as part
of the year-end review process, and in exceptional circumstances to realign salaries to the market where market
movement had occurred. Reflecting growing cost-of-living pressures, a further salary review took place in July 2022,
with a minimum increase of an additional 2% agreed at the time.
143
Salary increases for the Chief Executive Officer and other members of the Executive Leadership Team were set at 5%
with effect from January 2022. A higher increase of 10.5% was agreed for the Chief Financial Officer, as explained
in last year’s report. For 2023, the Committee has agreed to increase the basic salaries of the Executive Directors
and Executive Leadership Team members by 3%. The average salary increase for 2023 awarded to others in the
organisation (excluding those in the organisation not receiving any salary increase on grounds of inadequate
individual performance) is 3.7%. Including market adjustments and promotions, the total average salary increase
for 2023 awarded (excluding those in the organisation not receiving any salary increase on grounds of inadequate
individual performance) is 4.9%.
The Group makes pension contributions on behalf of eligible employees. For the majority of the workforce, the Group
contribution rate is 6% of salary. This is the same rate which applies to the Chief Financial Officer and which will
apply to any new Executive Director appointed in the future. The Chief Executive Officer’s contribution rate of 10%
was determined at the time of his appointment in 2018. Other benefits are broadly aligned across the Company.
As noted in previous Directors’ Remuneration Reports, Hostelworld’s pay-for-performance philosophy has been
severely tested in recent years by the impact of the COVID-19 pandemic on the business. For example, other than
specific quarterly incentive arrangements for sales and customer support employees, the Company was unable to
operate its normal annual cash bonus scheme in 2020, 2021 and 2022.
The 2021 Restricted Share Award granted in April 2021 to the Executive Directors in lieu of a cash bonus was
extended to approximately 70 other employees in recognition of the critical need for retention of a large group of
employees. The vesting of the 2021 Restricted Share Award was subject to the same conditions as for the Directors,
namely continued employment and the individual’s performance being rated as satisfactory or above.
As a more positive outlook has returned, for 2023 we will be providing all employees (other than those participating
in a quarterly plan) with the opportunity to earn a cash bonus. The overall structure of this plan will be in line with
the approach for the Executive Directors, albeit there will be a minority weighting on personal performance.
Historically, long-term incentives have been granted to managers and other individual expert contributors in addition
to the Executive Directors and other members of the Executive Leadership Team. No standard performance-related
grant has been made under the LTIP since 2021. The 2022 Restricted Share Award was extended to a number of
other employees in addition to the Executive Directors. Vesting of this award takes place after three years, subject to
continued employment and satisfactory personal performance. A two-year post-vesting holding period applies to
the Executive Directors only, in line with common practice.
The Company has an SAYE scheme which is available to all employees in Ireland and the UK, but the scheme did
not operate in 2021 or 2022 due to the exit of the appointed savings carrier from the Irish market. We are currently
reviewing our options for this scheme going forward.
The Remuneration Committee engaged with the wider workforce during the financial year through Éimear Moloney,
a member of the Committee and the designated Non-Executive Director responsible for employee engagement.
This engagement covered a wide number of issues relating to pay practices across the Company, and also included
a discussion of the way in which executive remuneration aligns with wider Group policies.
144
Governance
|
Hostelworld Annual Report 2022
Corporate Governance Report
continued
Relative Importance of the Spend on Pay
The table below sets out the relative importance of spend on pay in the 2022 and 2021 financial years compared
with other distributions to shareholders. All figures provided are taken from the relevant Company Accounts.
Director
Disbursements from profit
in 2022 financial year (€m)
Disbursements from profit
in 2021 financial year (€m)
% change
Distributions by way of dividends/share buybacks
0%
Overall spend on pay including Executive Directors
20.4
17.5
21%
Shareholder Voting at General Meeting
The table below sets out the results of voting on the resolutions (1) to approve the Directors’ Remuneration Report
and (2) to approve the Directors’ Remuneration Policy at the AGM held on 11 May 2022.
Resolution
For
Against
Withheld
Approve the Directors’ Remuneration Report for the Year Ended
31 December 2021
72,837,695
(95.42%)
3,497,907
(4.58%)
1,014
Approve the Directors’ Remuneration Policy
61,225,024
(80.20%)
15,111,592
(19.80%)
Implementation of Remuneration Policy in Financial Year 2023
Basic salary
The Committee has reviewed the salaries of the Executive Directors and, taking into account levels of inflation,
agreed to award a salary increase of 3% for 2023. As explained on page 122, the salary increase awarded is
less than the average salary increase awarded to the rest of the organisation.
The salary levels for 2023 are as follows:
Salary
Director
2023
(€)
2022
(€)
Percentage
change
Gary Morrison
479,800
465,800
3%
Caroline Sherry
313,100
304,000
3%
Pension
Pension contributions for the Executive Directors will continue at the rate of 10% of basic salary for Gary Morrison
and 6% of basic salary for Caroline Sherry.
Annual bonus
We will resume offering an annual bonus in 2023. The Executive Directors will be eligible for a bonus subject to the
achievement of targets linked to adjusted EBITDA (70% weighting) and net revenue
(30%). The precise targets are
currently considered commercially sensitive but will be disclosed retrospectively in next year’s Directors’ Remuneration
Report, along with an assessment of performance and the resulting payout.
The maximum annual bonus opportunity for the year is 100% of basic salary. It is the Committee’s intention that bonuses
will be paid in cash, although in line with the Remuneration Policy it has the flexibility to settle any bonus in shares.
Long-term incentives
The Committee has no plans to grant a new LTIP award to the Executive Directors in 2023. As explained in last year’s
Directors’ Remuneration Report, the 2022 Restricted Share Award was granted to cover the years 2022 and 2023,
reflecting the challenges of operating the LTIP as Hostelworld emerged from the impact of the pandemic.
145
Non-Executive Directors’ Fees
No changes are proposed to the current fee components in place. Fees will therefore continue to be paid as set
out below:
Role
Fees (€)
Chairman
145,000
Non-Executive Director (base fee)
60,000
Senior Independent Director
7,000
Chair of Audit Committee
7,000
Chair of Remuneration Committee
7,000
Composition and Terms of Reference of the Remuneration Committee
The Board has delegated to the Remuneration Committee, under agreed terms of reference, responsibility for the
remuneration policy and for determining specific packages for the Chairman, Executive Directors and such other
senior employees of the Group as the Board may determine from time to time. The Committee also has oversight of
wider workforce remuneration and policies for the Group as a whole. The terms of reference for the Remuneration
Committee are available on the Company’s website,
www.hostelworldgroup.com
, and from the Company Secretary
at the registered office.
The Remuneration Committee is comprised of Carl G. Shepherd (Chairperson of the Remuneration Committee since
31 May 2019), Éimear Moloney and Evan Cohen (all of whom are independent Non-Executive Directors
) and Michael
Cawley (who was independent upon his appointment as Chairman of the Board). Carl G. Shepherd has served as
a member of the Committee since October 2017 and, as result, the Company is compliant with Provision 32 of the
UK Corporate Governance Code which requires the Chairman of the Committee to have served on a remuneration
committee for at least 12 months prior to appointment as chair.
The Remuneration Committee receives assistance from the Chief Executive Officer, Chief Financial Officer, Chief
HR Officer and Company Secretary, who attend meetings by invitation, except when issues relating to their own
remuneration are being discussed. The Remuneration Committee met 6 times during 2022. Meeting attendance is
shown on page 120 of the Annual Report.
Advisors to the Remuneration Committee
The Remuneration Committee’s independent advisors are Korn Ferry, who were appointed by the Committee in 2017.
Korn Ferry has advised the Remuneration Committee on the Directors’ Remuneration Policy and its implementation
in respect of the Executive Directors and other members of the Executive team. The Remuneration Committee
exercises appropriate judgement and challenge when considering the work of its external advisers and is satisfied
that the advice received during the year under review was objective and independent. Korn Ferry is a member of the
Remuneration Consultants Group and the voluntary code of conduct of that body is designed to ensure objective
and independent advice is given to remuneration committees. Korn Ferry received fees of €87,743 for their advice
during the year (2021: €111,769). Fees were charged on a cost incurred basis. No other services were provided by
Korn Ferry to the Company during the year and Korn Ferry have no other connection with the Company or the
individual Directors of the Company.
146
Governance
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Hostelworld Annual Report 2022
Directors’ Report
The Directors have pleasure in submitting their Annual Report and the audited
financial statements of Hostelworld Group plc and its subsidiaries for the financial
year to 31 December 2022.
Statutory Information
This section of the Annual Report includes additional information required to be disclosed under the Companies Act
2006 (the “
Companies Act
”), the UK Corporate Governance Code, the Disclosure Guidance and Transparency
Rules (
DTRs
), the Transparency Directive and the Listing Rules (
Listing Rules
) of the Financial Conduct Authority.
Certain information required to be included in the Directors’ Report can be found elsewhere in this Annual Report,
as highlighted throughout this report including:
The Strategic Report, which can be found on pages 18 to 87, which sets out the development and performance of
the Group’s business during the financial year, the position of the Group at the end of the year, a description of
the principal risks and uncertainties (including the financial risk management position) and a summary of the
Group’s ESG strategy and TCFD;
The Corporate Governance Statement on pages 92 to 145, which sets out the Company’s statement with regard
to its adoption of the UK Corporate Governance Code. The Corporate Governance Statement forms part of this
Directors’ Report and is incorporated into it by reference;
The Audit Committee Report on pages 112 to 118;
The Directors’ Remuneration Report on pages 120 to 145; and
This Directors’ Report, on pages 146 to 154, together with the Strategic Report on pages 18 to 87, form the
Management Report for the purposes of DTR 4.1.5R.
The information required to be included in the Directors’ Report and which is located elsewhere in this Annual Report
is incorporated by reference.
Disclosures under Listing Rule 9.8.4R
The table below is included to comply with the disclosure requirements under LR 9.8.4R. The information required
by the Listing Rules can be found in the Annual Report at the location stated below:
Section
Topic
Location
1.
Interest capitalised
Not applicable
2.
Publication of unaudited financial information
Not applicable
3.
Details of long-term incentive schemes
Directors’ Remuneration Report, pages 120 to 145
4.
Waiver of future emoluments by a Director
Not applicable
5.
Non-pre-emptive issues of equity for cash
Not applicable
6.
Item (7) in relation to major subsidiary undertakings
Not applicable
7.
Parent participation in a placing by a listed subsidiary
Not applicable
8.
Contracts of significance
Not applicable
9.
Provision of services by a controlling shareholder
Not applicable
10.
Shareholder waivers of dividends
Not applicable
11.
Shareholder waivers of future dividends
Not applicable
12.
Agreements with controlling shareholders
Not applicable
147
Board of Directors
The appointment and replacement of Directors of the
Company is governed by the Articles of Association.
The Directors who served on the Board throughout
the year, up to and including the date of this report,
are as follows:
Michael Cawley (Non-Executive Chairman);
Gary Morrison (Chief Executive Officer);
Caroline Sherry (Chief Financial Officer)
Éimear Moloney (Non-Executive Director);
Carl G. Shepherd (Non-Executive Director); and
Evan Cohen (Non-Executive Director).
Biographical details of the current Directors together with
details of the membership of the various Committees
are set out on pages 90 and 91.
Subject to the Articles of Association, the Companies
Act 2006 and related legislation, any directions given
by special resolution and any relevant statutes and
regulations, the business of the Company will be
managed by the Board who may exercise all the
powers of the Company.
Amendment of Articles of Association
The Company’s Articles of Association may only be
amended by way of shareholder approval at a general
meeting of the shareholders.
Incorporation, Share Capital and Structure
The Company was incorporated and registered in
England and Wales as a public limited company with
registration number 9818705. The Company’s issued
share capital comprises ordinary shares of €0.01 each
which are traded on the London Stock Exchange’s main
market for listed securities and on Euronext Dublin’s
main securities market.
The liability of the members of the Company is limited.
The Company is tax resident in Ireland and its
principal place of business is at Charlemont Exchange,
Charlemont Street, Dublin, D02 VN88, Ireland. The
Company’s registered office is at One Chamberlain
Square, Birmingham, B3 3AX, United Kingdom.
As at 31 December 2022, the Company’s issued
share capital comprised 117,511,466 ordinary shares
of €0.01. As at the date of this Directors’ Report, the
Company’s issued share capital comprises 118,539,121
ordinary shares of €0.01. The ISIN of the shares is
GB00BYYN4225. Further information on the Company’s
share capital is provided in note 17 to the Group’s
financial statements. All the information detailed in
note 17 forms part of this Directors’ Report and is
incorporated into it by reference.
At the Annual General Meeting of the Company to be
held on 09 May 2023, the Directors will seek authority
from shareholders to allot shares in the capital of the
Company (i) up to a maximum nominal amount of
€395,130.40 (39,513,040 shares of €0.01 each) being
one-third of the Company’s issued share capital and
(ii) up to a further €395,130.40
(39,514,040 shares of
€0.01 each) where the allotment is in connection with
a rights issue, being one-third of the Company’s issued
share capital. The power will expire at the earlier of
09 August 2024 or the conclusion of the Annual General
Meeting of the Company held in 2024.
The Directors are also seeking authority from
shareholders to allot ordinary shares for cash without
first offering them to existing shareholders in proportion
to their existing shareholdings. The resolution is aligned
with the Pre-Emption Group guidelines published on
04 November 2022 and seeks authority to disapply
pre-emption rights over 10% of the Company’s issued
ordinary share capital for a general authority (and over
a further 10% of the Company’s issued share capital
for acquisitions and specified capital investments).
The power will expire at the earlier of 09 August 2024
or the conclusion of the Annual General Meeting of the
Company held in 2024.
148
Governance
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Hostelworld Annual Report 2022
Directors’ Report
continued
Authority to Purchase Own Shares
At the Annual General Meeting held on 11 May 2022,
the Company’s shareholders authorised it to purchase,
in the market, up to 11,751,147 ordinary shares of €0.01
each. The Company did not purchase any shares under
this authority during the year. The Directors will again
seek authority from shareholders at the forthcoming
Annual General Meeting for the Company to purchase, in
the market, up to a maximum of 10% of its own ordinary
shares either to be cancelled or retained as treasury
shares. The Directors will only use this power after
careful consideration, taking into account the financial
resources of the Company, the Company’s share price
and future funding opportunities. The Directors will
also take into account the effects on earnings per
share and the interests of shareholders generally.
Rights Attaching to Shares
All shares have the same rights (including voting and
dividend rights and rights on a return of capital) and
restrictions as set out in the Articles, described below.
Except in relation to dividends which have been
declared and rights on a liquidation of the Company,
the shareholders have no rights to share in the profits
of the Company.
The Company’s shares are not redeemable. However,
following any grant of authority from shareholders, the
Company may purchase or contract to purchase any of
the shares on or off market, subject to the Companies
Act and the requirements of the Listing Rules.
No shareholder holds shares in the Company which carry
special rights with regard to control of the Company.
Voting Rights
Each ordinary share entitles the holder to vote at
general meetings of the Company. A resolution put to
the vote of the meeting shall be decided on a show of
hands unless a poll is demanded. On a show of hands,
every member who is present in person or by proxy at
a general meeting of the Company shall have one vote.
On a poll, every member who is present in person or
by proxy shall have one vote for every share of which
they are a holder. The Articles provide a deadline for
submission of proxy forms of not less than 48 hours
before the time appointed for the holding of the meeting
or adjourned meeting. No member shall be entitled to
vote at any general meeting either in person or by proxy,
in respect of any share held, unless all amounts presently
payable in respect of that share have been paid. Save
as noted, there are no restrictions on voting rights nor
any agreement that may result in such restrictions.
Restrictions on Transfer of Securities
The Articles do not contain any restrictions on the
transfer of ordinary shares in the Company other than
the usual restrictions applicable where any amount is
unpaid on a share. Certain restrictions are also imposed
by laws and regulations (such as insider trading and
market requirements relating to close periods) and
requirements of the Market Abuse Regulation and the
Company’s Securities Dealing Code whereby Directors
and all employees of the Company require advance
clearance to deal in the Company’s securities.
Change of Control
Save in respect of a provision of the Company’s share
schemes which may cause options and awards granted
to employees under such schemes to vest on takeover,
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)
because of a takeover bid.
On the occurrence of a change of control of the
Company or the sale of all or substantially all of the
business or assets of the Group to a third-party, the
particular investment funds and accounts of HPS
Investment Partners LLC (or subsidiaries or affiliates
thereof) who are direct lenders to the Group may
cancel their loan commitments to the Group and,
where this is the case, all amounts due and owing
(including accrued interest) will be immediately due
and payable.
2023 Annual General Meeting
The Annual General Meeting (AGM) will be held at
12 noon on 09 May 2023 at Hostelworld Group plc,
Charlemont Exchange, Charlemont Street,
Dublin 2, Ireland.
The Notice of Meeting which sets out the resolutions
to be proposed at the forthcoming AGM specifies
deadlines for exercising voting rights and appointing
a proxy or proxies to vote in relation to resolutions to
be passed at the AGM. All proxy votes will be counted
and the numbers for, against or withheld in relation to
each resolution will be announced at the AGM and
published on the Company’s website.
149
Substantial Shareholders
At 31 December 2022, the Company had been notified, in accordance with chapter 5 of the Financial Conduct
Authority’s Disclosure Guidance and Transparency Rules (DTR5 Notification), of the following significant interests:
Shareholder
Number of ordinary shares/
voting rights notified
Percentage
(1)
of voting rights over
ordinary shares of €0.01 each and nature of holding
Aberforth Partners LP
20,031,270
16.90% (indirect)
Charles Jobson
17,255,148
14.56% (direct)
Premier Miton Group plc
15,437,192
13.02% (indirect)
Gresham House Asset Management Limited
6,738,653
5.68% (direct)
Lombard Odier Investment Managers
5,886,799
4.97% (direct – 2.58%; indirect – 2.39%)
Burgundy Asset Management Limited
4,430,860
3.74% (indirect)
Hamblin Watsa Investment Counsel Limited
4,079,178
3.44% (indirect)
Allianz Global Investors GmbH
4,046,400
3.41% (direct – 0.02%; indirect – 3.39%)
The Diverse Income Trust plc
3,019,504
2.55% (indirect)
Langfristige Investoren TGV
3,531,346
2.98% (direct)
(1) Expressed as a percentage of issued share capital as at 2
1 March 2023
As at the date of this report two further DTR5
Notifications had been received from the following:
Lombard Odier Investment Managers notified the
Company on 12 January 2023 of a decrease in their
holding to 5,775,364 ordinary shares representing
4.87% of the issued share capital of the Company
(2.04% direct; 2.83% indirect)
Gresham House Asset Management Limited notified
the Company on 24 February 2023 of an increase
in their holding to 11,980,014 ordinary shares
representing 10.19% of the issued share capital of
the Company (10.19% direct).
Transactions with Related Parties
Please refer to note 23 to the Consolidated financial
statements on pages 208 and 209.
Events Post Year End
There are no significant events after the balance
sheet date.
Future Developments
The Group will continue to pursue new developments to
enhance shareholder value, through a combination of
organic growth, product delivery and other development
and investment opportunities. Any future developments
considered by the Group will also include a review of the
impact that development would have on the climate and
the sustainability agenda set by the Group. Further
details are set out in the Strategic Report on pages 51
to 67.
150
Governance
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Hostelworld Annual Report 2022
Directors’ Report
continued
Going Concern
The Directors, after making enquiries, have a reasonable
expectation that the Group and Company has adequate
resources to continue operating as a going concern for
the foreseeable future.
Since the beginning of the COVID-19 pandemic, the
Group has maintained strong discipline over its cost base
and cash reserves, with trading and cash forecasts
being prepared on a weekly basis. Actions taken in the
current period by the Directors to preserve the Group’s
cash position include the non-payment of cash
dividends, the elimination of all non-essential operating
costs including marketing, recruitment, travel and other
variable overheads, the employment of a procurement
manager to closely monitor and challenge contract
spend in place, the non-payment of cash bonuses and
the issuance of a restricted stock option in lieu of a
cash bonus to employees, exiting our long term lease
commitment facilities in favour of smaller office spaces
across our locations, organisational redesigns and
associated headcount reductions, and Government
COVID-19 supports in Ireland which were availed of until
February 2022, as well as warehousing of Irish employer
and employee taxes incurred to March 2022.
The 2023 budget has been prepared on a 12-month
calendar basis, with the Board also approving a further
four-year outlook, which has also been considered
within going concern to capture a period of one year
from date of signing.
Revenue and marketing cost projections within Budget
2023 have been developed by triangulating three
different models, where each model output has helped
to validate the others.
1.
Regional level forecasting reflecting an easing of the
remaining travel restrictions in place. From 2020
through 2022 we can evidence a correlated increase
in revenue when borders reopen. We have assumed
a full recovery to pre-pandemic booking levels in
2023 in our largest markets, with other markets
taking longer. Forecasting at a regional level allows
us to forecast specific bed prices, booking models,
geographic mix and seasonality effectively in
our modelling;
2.
Channel mix between free and paid customers where
assumptions are made based on volume of new
customer acquisitions, cost of customer acquisitions
and anticipated bookings based on marketing spend;
3.
Modelling new and returning customers by using
statistical models built using over 15 years of
customer data. This rich customer cohort data set
enables us to model recurring revenue streams,
with a high degree of predictability. We layer in
additional knowledge on new customer acquisition
costs and expected economics between free and
paid customers.
Forecasting at this regional and channel level also allows
us to adjust for bed price inflation and cost of living
pressures. These risks are somewhat mitigated as our
target 18-34
-year-old population typically have the
means and the flexibility to travel, tending to view it
as a ‘rite of passage’ rather than purely discretionary
spend. Hostels are a cost-effective means to travel
and our strategy focuses on customers connecting on
a free platform that we provide.
We have assumed in Budget 2023 a modest contraction
in our ABV year on year, provisioning for unit bed price
deflation versus 2022 and increased volume from
Asian markets, where bed prices are lower. We have
modelled modest price inflation in our operating costs.
We have not assumed any revenue from
partnerships such as Roamies, Goki and Counter in
our financial modelling.
Climate related risks can impact our business as a
customer may not want to travel, a hostel may be forced
to close, or an area is not accessible. The budgeting
process has incorporated all operating costs relating
to our sustainability roadmap, as well as the cost of
future emission reductions and offsets. Following an
assessment completed by the Group, the budget does
not contain any other liabilities, provisions or contingent
liabilities relating to climate change. Revenue cashflows
included in the budgeting process have captured for
example the impacts of adverse weather conditions
experienced by the Group in 2022 as we model based
on historic run rates at a country and seasonal level.
In addition to our base budget for 2023, we have
prepared three additional scenarios that depict different
recovery levels and trading volumes. An upside scenario
tracks an increase in revenue and operating expenses.
A downside scenario includes reduced revenue while
maintaining the same level of operating spend. A worst-
case includes further reduced revenue with a reduction
in operating cost spend to mitigate. Under all scenarios,
the Group has sufficient cash reserves available and
remains compliant with financial covenants under its
151
current term loan facility agreement with HPS Investment
Partners LLC (or subsidiaries or affiliates thereof).
The Group has also set out in its viability statement
on pages 46 to 49 additional scenarios considered by
the Group in its assessment of going concern.
The directors took steps to ensure adequate liquidity is
available to the Group for the duration of the pandemic
and recovery period. On 19 February 2021 the Group
signed a €30m five-year term loan facility with certain
investment funds and accounts of HPS Investment
Partners LLC (or subsidiaries or affiliates thereof). An
amount of €28.8m was received on 23 February 2021.
The key features of the facility are as follows:
The facility is single drawdown and bears interest
at a margin of 9.0% per annum over EURIBOR
(with a EURIBOR floor of 0.25% per annum).
Financial covenants comprise (1) adjusted net
leverage (Hostelworld has to ensure that total net
debt is no more than 3.0 x adjusted EBITDA from
31 December 2023 to 30 September 2024, and no
more than 2.5 x adjusted EBITDA from 31 December
2024 onwards); and (2
) minimum liquidity
(Hostelworld has to ensure that at close of business
on the last business day of each month until it is
testing the adjusted net leverage ratios there is free
cash in members of the Group which have guaranteed
repayment of the facility of at least €6.0 million).
Security on the facility includes the share capital of
the Group, the bank accounts of the Group and the
Group’s intellectual property.
We were in compliance with our minimum liquidity
covenants at 31 December 2022.
At this point in time, the consequences of the current
unrest in Ukraine are uncertain. We have not experienced
a significant impact to our revenue during 2022, and we
continue to monitor any development in the conflict,
and the impact to the Group closely. The Group has
no operations in either Russia or Ukraine and total
forecasted revenues for 2022 in these regions was less
than 0.01% of the Group’s net revenue. No revenue
has been budgeted for these countries in 2023.
Having considered the Group’s Board approved 2023
budget, cash flow forecasts prepared for 12 months
from 21 March 2023, current and anticipated trading
volumes, current and anticipated levels of cash and
debt, together with mitigating actions available, the
Directors are satisfied that the Group and Company has
sufficient resources to continue in operation for the
foreseeable future, a period of not less than 12 months
from the date of this report. Accordingly, they continue
to adopt the going concern basis in preparing the Group
financial statements.
Indemnities and Insurance
The Company maintains appropriate insurance to
cover Directors’ and Officers’ liability for itself and
its subsidiaries. The Company also indemnifies the
Directors under a qualifying indemnity for the purposes
of section 236 of the Companies Act 2006 and the
Articles of Association against any liabilities they may
incur in the execution of their duties as directors of the
Company or its subsidiaries, and such indemnities were
in force during the year. Such indemnities contain
provisions that are permitted by the director liability
provisions of the Companies Act and the Company’s
Articles of Association.
Research and Development
Innovation, specifically in the proposition on the
websites and mobile apps for both customers and
hostel partners, is a critical element of the strategy
and therefore of the future success of the Group.
Current year research and development expenditure
has been driven by the Group’s launch and development
of social features. In addition, the Group have also
committed development expenditure to develop the
Group’s platform modernisation programme.
Disabilities
The Group maintains an Equal Opportunities policy which
ensures that employees and job applicants are not
discriminated against on the grounds of disability in
respect of recruitment, promotion, training and general
career development. The Group also maintains a
grievance procedure and a whistleblowing service
that enables complaints to be made in a confidential
manner should any employee have concerns that any
employee or job applicant has been discriminated
against on the grounds of disability.
Stakeholder Engagement
During the reporting period the Directors considered
and agreed that the Company’s shareholders, people,
hostel partners, customers and key suppliers were the
Group’s main stakeholders. How the Company engaged
with these stakeholders during 2022 is set out in pages
77 to 84 and how their interests were considered in
Board decisions are set out on pages 86 and 87, which
are both incorporated into this report by reference.
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Hostelworld Annual Report 2022
Directors’ Report
continued
Suppliers
The Group’s policy is to pay suppliers and creditors sums
due in accordance with the payment terms agreed in
the relevant contract with each such supplier/creditor,
provided the supplier has complied with its obligations.
The average credit period for the Group’s suppliers is
20 days (2021: 54 days), with the average creditor
terms being 30 days. Average 2021 credit days were
inflated due to specific payment terms agreed with
suppliers as part of cash conservation measures
adopted to address COVID-19 related liquidity risks.
Sustainability
Our sustainability report, including information on the
Group’s greenhouse gas emissions is set out on pages
51 to 67 and forms part of this report by reference.
Financial Instruments
Details of the financial risk management objectives and
policies of the Group, including exposure of the entity
to liquidity risk, interest rate risk, credit risk and foreign
exchange risk are given in note 25 to the Consolidated
financial statements.
Political Contributions
During the year, no political donations were made.
External Branches
Hostelworld Group plc is registered as a branch in
Ireland with branch registration number 908295.
Hostelworld Services Limited, a U.K. subsidiary of
the Company, is registered as a branch in Australia
(Australian registered body number 613076556).
Hostelworld.com Limited, an Irish subsidiary of the
Company, is registered as a branch in Italy with effect
from 29 December 2022 (Italian registered body
number 12691550961).
Results and Dividends
The Group’s and Company’s audited financial statements
for the year are set out on pages 168 to 219.
In 2020, 2021 and 2022 the Group did not pay a cash
dividend. The Board continues to believe that the
payment of dividends would not be in the best interests
of the business for the foreseeable future. Future cash
dividend payments will be subject to the Group
generating adjusted profit after tax, the Group’s cash
position, any restrictions in the Group’s banking facilities
and subject to compliance with Companies Act 2006
requirements regarding ensuring sufficiency of
distributable reserves at the time of paying the dividend.
Independent Auditor
Following a tender process carried out during 2022,
KPMG will be appointed as external Auditor for the
2023 financial year with effect from the end of the
Company’s AGM in May 2023 (subject to shareholder
approval at the AGM). Deloitte Ireland LLP will
accordingly retire as the Company’s Auditors with
effect from the 2023 AGM.
Disclosure of Information to Auditor
Each of the Directors has confirmed that:
So far as the Director is aware, there is no relevant
audit information of which the Company’s Auditor is
unaware; and
The Director has taken all the steps that he/she
ought to have taken as a Director to make him/her
aware of any relevant audit information and to
establish that the Company’s Auditor is aware of
that information.
This confirmation is given and should be interpreted in
accordance with the provisions of Section 418 of the
Companies Act 2006.
Directors’ Responsibilities Statement
The Directors are responsible for preparing the Annual
Report and the financial statements in accordance with
applicable law and regulations.
Company law requires the Directors to prepare financial
statements for each financial year. The Directors are
required to prepare the Group financial statements in
accordance with UK-adopted international accounting
standards and applicable law. The Directors have
also elected to prepare the Group financial statements
in accordance with International Financial Reporting
Standards adopted pursuant to Regulation (EC)
No 1606/2002 as it applies in the European Union and
to prepare the parent Company financial statements in
accordance with FRS 101 Reduced Disclosure Framework
(Relevant Financial Reporting Framework) and applicable
law. Under company law the Directors must not approve
the 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 profit or loss of the Group for that period.
153
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In preparing the parent Company financial statements,
the Directors are required to:
Select suitable accounting policies and then apply
them consistently;
Make judgments and accounting estimates that are
reasonable and prudent;
State whether Financial Reporting Standard 101
Reduced Disclosures Framework has been followed,
subject to any material departures disclosed and
explained in the financial statements; and
Prepare the financial statements on the going concern
basis unless it is inappropriate to presume that the
Company will continue in business.
In preparing the Group financial statements, International
Accounting Standard 1 requires that Directors:
Properly select and apply accounting policies;
Present information, including accounting policies,
in a manner that provides relevant, reliable,
comparable and understandable information;
Provide additional disclosures when compliance
with the specific requirements in IFRSs are
insufficient to enable users to understand the
impact of particular transactions, other events and
conditions on the Group’s financial position and
financial performance; and
Make an assessment of the Company’s ability to
continue as a going concern.
The Directors are responsible for keeping adequate
accounting records that are sufficient to show and
explain the Company’s transactions and disclose with
reasonable accuracy at any time the financial position
of the Company and enable them to ensure that the
financial statements comply with the Companies Act
2006. They are also responsible for safeguarding the
assets of the Company and hence for taking reasonable
steps for the prevention and detection of fraud and
other irregularities.
The Directors are responsible for the maintenance and
integrity of the corporate and financial information
included on the Company’s website. Legislation in the
United Kingdom governing the preparation and
dissemination of financial statements may differ from
legislation in other jurisdictions.
Responsibility Statement
We confirm that to the best of our knowledge:
The financial statements, prepared in accordance
with the Relevant Financial Reporting Framework,
give a true and fair view of the assets, liabilities,
financial position and profit or loss of the Company
and the undertakings included in the consolidation
taken as a whole;
The Strategic Report includes a fair review of the
development and performance of the business and
the position of the Company, and the undertakings
included in the consolidation taken as a whole,
together with a description of the principal risks
and uncertainties that they face; and
The Annual Report and financial statements, 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.
This responsibility statement was approved by the
Board of Directors on 21 March 2023 and is signed on
its behalf by:
John Duggan
Company Secretary
21 March 2023
Directors’ Report
continued
155
Independent Auditor’s Report to the
Members of Hostelworld Group PLC
Report on the audit of the financial statements
1. Opinion
In our opinion:
the financial statements of Hostelworld Group plc
(the ‘parent company’) and its subsidiaries (the ‘Group’)
give a true and fair view of the state of the Group’s
and of the parent company’s affairs as at 31 December
2022 and of the Group’s loss for the year then ended;
the Group financial statements have been properly
prepared in accordance with United Kingdom adopted
International Financial Reporting Standards (IFRS)
and International Financial Reporting Standards
(IFRSs) adopted pursuant to Regulation
(EC)
No 1606/2002 as it applies in the European Union;
the parent company financial statements have been
properly prepared in accordance with United Kingdom
Generally Accepted Accounting Practice, including
Financial Reporting Standard 101 “Reduced Disclosure
Framework”; and
the financial statements have been prepared in
accordance with the requirements of the Companies
Act 2006, and, as regards the Group financial
statements, Article 4 of the IAS Regulation.
We have audited the financial statements
which comprise:
The Group financial statements:
the consolidated income statement;
the consolidated statement of
comprehensive income;
the consolidated statement of financial position;
the consolidated statement of changes in equity;
the consolidated statement of cash flows;
The parent company financial statements:
the company statement of financial position;
the company statement of changes in equity and;
the related notes 1 to 35, including a summary of
significant accounting policies as set out in notes
1 and 29 to the financial statements.
The financial reporting framework that has been applied
in the preparation of the group financial statements is
applicable law and United Kingdom adopted International
Financial Reporting Standards (IFRS) and IFRSs adopted
pursuant to Regulation (EC) No 1606/2002 as it applies
in the European Union. The financial reporting framework
that has been applied in the preparation of the parent
company financial statements is applicable law and
United Kingdom Accounting Standards, including
FRS 101 “Reduced Disclosure Framework”.
2. Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK)
(ISAs
(UK)) and applicable
law. Our responsibilities under those standards are
further described in the auditor’s responsibilities for the
audit of the financial statements section of our report.
We are independent of the Group and the parent
company in accordance with the ethical requirements
that are relevant to our audit of the financial statements
in the UK, including the Financial Reporting Council’s
(the ‘FRC’s’) Ethical Standard as applied to listed public
interest entities, and we have fulfilled our other ethical
responsibilities in accordance with these requirements.
The non-audit services provided to the Group and
parent company for the year are disclosed in note 4 to
the financial statements. We confirm that we have not
provided any non-audit services prohibited by the FRC’s
Ethical Standard to the Group or the parent company.
We believe that the audit evidence we have obtained
is sufficient and appropriate to provide a basis for
our opinion.
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Independent Auditor’s Report to the
Members of Hostelworld Group PLC
continued
3. Summary of our audit approach
Key audit
matters
The key audit matters that we identified in the current year were:
Going concern;
Carrying value of intangible assets; and
Capitalisation of development costs.
Within this report, key audit matters are identified as follows:
Newly identified

Similar level of risk
p
Increased level of risk
Decreased level of risk
Materiality
The materiality that we determined for the Group financial statements was €750,000 which was
determined on the basis of revenue. Parent company materiality was determined to be €187,500
based on the value of investments and capped at 25% of group materiality.
Scoping
The structure of the Group’s finance function is such that the central Group finance team in Dublin provides
support to Group entities for the accounting of the majority of transactions and balances. The audit
work covering 100% of the Group’s revenue and loss before tax and 99% of the Group’s net assets was
undertaken and performed by an audit team based in Ireland.
Significant
changes in
our approach
In the current year, revenue has been chosen as the basis for determining materiality. It is a significant
indicator of how the Group is recovering in the current economic climate following the removal of
COVID-19 restrictions at various stages through the financial year. In the prior year, expenditure
(excluding depreciation, amortisation, impairment, and exceptional costs) was chosen as the key focus
of the group was cost containment given reduced trading during the COVID-19 pandemic.
4. 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 parent company’s ability to continue to
adopt the going concern basis of accounting is
discussed in section 5.1.
Based on the work we have performed, we have not
identified any material uncewrtainties relating to events
or conditions that, individually or collectively, may cast
significant doubt on the Group’s and parent company’s
ability to continue as a going concern for a period of at
least twelve months from when the financial statements
are authorised for issue.
In relation to the reporting on how the Group has
applied the UK Corporate Governance Code, 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.
Our responsibilities and the responsibilities of the
directors with respect to going concern are described
in the relevant sections of this report.
5. Key audit matters
Key audit matters are those matters that, in our
professional judgement, were of most significance in
our audit of the financial statements of the current
period and include the most significant assessed risks
of material misstatement (whether or not due to fraud)
that we identified. These matters included 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.
157
5.1 Going concern
Key audit
matter
description
As stated in note 1 to the financial statements, the directors have assessed that the going concern
basis of accounting is appropriate in preparing the financial statements. This assessment is based on
the steps taken to ensure adequate liquidity is available to the group and parent company as the Group
recovers from the COVID-19 pandemic.
The Group is operating within the travel industry which while emerging from the COVID-19 pandemic,
remains impacted by challenging macroeconomic factors and the timing of unwinding of the remaining
travel restrictions. We have identified a key audit matter related to going concern as this is a key area
of management estimate and involved a significant allocation of resources and directing efforts of
engagement team.
Future cashflow projections are based on key judgements including revenue and marketing cost projections,
climate related risks and the ability to comply with debt covenants. Actions taken by the directors in
the current year to preserve the Group’s cash position are set out in in note 1 to the financial
statements. The directors’ assessment going forward focusses on regional level forecasting reflecting
an unwind of the remaining travel restrictions in place.
The Audit Committee has included their assessment of this risk on page 115.
How the
scope of
our audit
responded
to the key
audit matter
We obtained an understanding of the Group’s relevant controls over the preparation of cash flow
forecasts, approval of the projections and assumptions used in the cash flow forecasts to support
the going concern assumption and assessed the design and determined the implementation of the
key relevant controls.
We performed an assessment of the historical accuracy of forecasts prepared by the Directors.
We tested the clerical accuracy of the cash flow forecast model.
We read and assessed the Group’s financing arrangements. We reviewed the nature of the facilities and
assessed whether management have appropriately considered the repayment terms and financial
covenants in place and incorporated them into the cash flow forecasts over the going concern period.
We assessed any contradictory evidence as part of our audit work and the impact on the
directors’ conclusion.
We performed a sensitivity analysis on the cash flow forecasts, including applying alternative reasonable
downside scenarios, to assess the impact of a change in underlying assumptions on the Group and
parent company’s ability to continue as a going concern.
We assessed the results of the Group for the period after the reporting date, comparing to budget,
in order to assess if there are any early indicators that management have been too optimistic in their
forecasting for the current year or whether there are any other indicators that the business may not
be able to continue as a going concern.
We evaluated the completeness and accuracy of the disclosures made in the financial statements
by reference to the understanding we had obtained of the Group’s financial performance during
the year, our assessment of the directors’ cash flow forecasts and our reading of the Group’s
financing arrangements.
Key
observations
We have concluded that the adoption of the going concern basis of accounting and the related
disclosures are appropriate. Please refer to our conclusions in the going concern section of our report.
158
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Independent Auditor’s Report to the
Members of Hostelworld Group PLC
continued
5.2 Carrying value of intangible assets
Key audit
matter
description
At 31 December 2022, intangible assets (including goodwill) had a carrying value of €73,358k
representing 69% of the Group’s total assets.
Group management have allocated goodwill to Cash Generating Units (CGUs) and have developed a
model to calculate the value in use of the assets and to review the carrying value of goodwill and other
intangibles for impairment.
There is a risk that certain incorrect inputs or inappropriate assumptions, in particular projected cash flows,
growth rate and discount rate could be included in the impairment assessment model calculated by
management leading to an impairment charge that has not been included in the Group’s financial
statements. Small variances in key assumptions have the potential to reduce the value in use calculation
and accordingly the headroom significantly.
We have identified a key audit matter related to the carrying value of intangible assets as this is a key
area of management estimate and involved a significant allocation of resources and directing efforts of
engagement team.
Refer to notes 2 and 10 to the financial statements.
The Audit Committee has included their assessment of this risk on page 115.
How the
scope of
our audit
responded
to the key
audit matter
We evaluated the design and determined the implementation of the key relevant controls in place for
determining when an impairment review is required for intangible assets.
We obtained management’s impairment assessment for intangible assets. We challenged the
underlying assumptions and obtained audit evidence to test those assumptions used within the
Group’s impairment model, including cash flow projections and growth rates, which we compared to
relevant industry data.
We used our internal valuation specialists to determine an acceptable range of discount rates, growth
rates and model used which were compared to our range and that determined by management.
We performed a sensitivity analysis on the underlying assumptions noted above to determine if there
are any scenarios whereby it is reasonably possible that the carrying value could be further impaired.
We assessed whether the disclosures in relation to goodwill and intangibles are appropriate and meet
the requirements of the financial reporting framework.
Key
observations
We have no observations that impact on our audit in respect of the amounts and disclosures related to
the carrying value of intangible assets.
159
5.3 Capitalisation of development costs

Key audit
matter
description
For the year ended 31 December 2022, additions to capitalised development costs amounted to €4,511k.
Development expenditure in relation to internally generated intangible assets is capitalised when all of
the criteria as set out in IAS 38 “Intangible Assets” are met.
There is a risk that additions are made to capitalised development costs before all the required capitalisation
criteria are met. Expenditure is capitalised from the date when the intangible asset first meets the recognition
criteria and in determining the amount to be capitalised, the directors make judgements regarding expected
future cash generation of the asset.
We have identified a key audit matter related to the capitalisation of development costs as this is
a key area of judgement and involved a significant allocation of resources and directing efforts of
engagement team.
Refer to Notes 2 and 10 to the financial statements.
The Audit Committee has included their assessment of this risk on page 116.
How the
scope of
our audit
responded
to the key
audit matter
We obtained an understanding of the process and related controls for ensuring appropriate capitalisation
of development costs and evaluated the design and determined the implementation of the key relevant
controls in place.
We reviewed the capitalised project register and completed procedures to determine whether, on a
sample basis, the expenditure was recorded accurately and whether it meets the required capitalisation
criteria in accordance with IAS 38.
We agreed the amount of development costs capitalised to underlying documentation detailing cost
per project, including timesheet data.
We assessed whether the disclosures in relation to capitalisation of development costs were
appropriate and met the requirements of the financial reporting framework.
Key
observations
We have no observations that impact on our audit in respect of the amounts and disclosures related to
the capitalisation of development costs.
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Independent Auditor’s Report to the
Members of Hostelworld Group PLC
continued
6. Our application of materiality
6.1 Materiality
We define materiality as the magnitude of misstatement in the financial statements that makes it probable that the
economic decisions of a reasonably knowledgeable person would be changed or influenced. We use materiality
both in planning the scope of our audit work and in evaluating the results of our work.
Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:
Group financial statements
Parent company financial statements
Materiality
€750,000 (2021: €680,000)
€187,500 (2021: €136,000)
Basis for
determining
materiality
1.1% of Group revenue.
Parent company materiality equates to 0.5%
of investments which is capped at 25% of
Group materiality.
Rationale
for the
benchmark
applied
We believe that the benchmark as outlined above
is an appropriate benchmark as it is the key focus
of users of the financial statements in line with the
Group’s current objective as revenue is now a
significant indicator of how the Group is recovering
in the current economic climate following removal
of COVID-19 restrictions at various stages through
the financial year. In the prior year expenditure
(excluding depreciation, amortisation, impairment
and exceptional costs) was chosen as the basis
for determining materiality as the key focus of
the Group was cost containment given reduced
trading during the COVID-19 pandemic.
We have considered the value of investments to
be the appropriate benchmark for determining
materiality as the parent company is the Group
investment holding entity.
Group revenue
Group materiality
Group materiality
€750k
Component
materiality range
€187.5k to €675k
Group revenue
€69,690k
Audit Committee
reporting threshold
€37.5k
161
6.2 Performance materiality
We set performance materiality at a level lower than materiality to reduce the probability that, in aggregate,
uncorrected and undetected misstatements exceed the materiality for the financial statements as a whole.
Group financial statements
Parent company financial statements
Performance
materiality
70% (2021: 70%) of Group materiality
70% (2021: 70%) of parent company materiality
Basis and
rationale for
determining
performance
materiality
We set performance materiality at a level lower than materiality to reduce the probability that, in aggregate,
uncorrected and undetected misstatements exceed the materiality for the financial statements as a whole.
In determining performance materiality, we considered the following factors:
a)
our understanding of the entity and its environment and the impact of various macro-economic factors,
including those arising from the Russia-Ukraine conflict;
b)
the improvements in the financial performance of the Group and parent company since the prior year;
c)
the nature of the business has remained consistent to that of the prior year however, there remains an
element of uncertainty in the market owing to the impact of the COVID-19 pandemic and the potential
for there to be a downturn in the economy or current economic factors that affect the travel industry;
d)
the quality of the control environment, including the high degree of centralisation and common
processes within the group’s finance function;
e)
the nature, volume and size of corrected and uncorrected misstatements in the prior year audit; and
f)
the likelihood of the prior year misstatements to reoccur in the current year audit.
As a result of the factors noted above, we determined it was appropriate to set performance materiality
at a level consistent with the previous year. The amount determined is 70% of materiality.
6.3 Error reporting threshold
We agreed with the Audit Committee that we would
report to the Committee all audit differences in excess
of €37,500 (2021: €34,000), as well as differences below
that threshold that, in our view, warranted reporting
on qualitative grounds. We also report to the Audit
Committee on disclosure matters that we identified
when assessing the overall presentation of the
financial statements.
7. An overview of the scope of our audit
7.1 Identification and scoping of components
The structure of the Group’s finance function is such
that the central Group finance team in Dublin provides
support to Group entities for the accounting of the
majority of transactions and balances.
We determined the scope of our group audit on an entity
level basis, assessing components against the risks of
material misstatement at the group level. Based on this
assessment, we focused our work on three legal entities
covering 100% of revenue, 100% of loss before tax and
99% of net assets. The legal entities, which were subject
to a full scope audit, were Hostelworld Group plc,
Hostelworld.com Limited and Hostelworld Services
Limited. We also carried out specified audit procedures
on Hostelworld Services Portugal, Hostelworld Business
Consulting (Shanghai) Co. Limited and Goki Pty Limited.
There has been no change in scope from the prior year.
At the group level, we also tested the consolidation
process and carried out review procedures to confirm
our conclusion that there were no additional risks of
material misstatement within the aggregated financial
information of the remaining components not subject
to a full scope audit or specified audit procedures.
0%
Full audit scope
100%
Specified audit procedures
Revenue
100%
0%
Full audit scope
Specified audit procedures
Loss
before
tax
1%
99%
Full audit scope
Specified audit procedures
Net
assets
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Independent Auditor’s Report to the
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continued
7.2 Our consideration of the control environment
Information Technology Specialists (“IT Specialists”)
were engaged as part of our engagement team to
assess the General Information Technology Controls
(“GITCs”) and the IT environment. The key systems
identified related to the general ledger accounting
system, and systems used in recording of transactions,
specifically related to revenue recognition. We
determined that it was appropriate to rely on GITCs
for the systems noted above.
We developed an understanding of key relevant controls
for the following business cycles:
Revenue; and
Payroll costs.
For each business cycle the operating effectiveness of
controls was tested through inquiries of management
and staff responsible for the controls and a combination
of inspection of documentation, reperformance of the
control or observation of the control operating.
Without providing an opinion on the effectiveness of
the controls, we determined that it was appropriate to
rely on the controls for the above business cycles.
7.3 Our consideration of climate-related risks
The Audit Committee is responsible for reviewing and
approving the Group’s climate risks and opportunities
register twice yearly following a robust assessment
process. The Group has set out assessment of climate-
related risks and opportunities in the sustainability
report on pages 57 to 62.
As part of our audit risk assessment we performed the
following procedures:
obtaining an understanding of management’s
process and controls in considering the impact of
climate risks; and
assessing whether the risks identified by management
within their climate-related risk assessment and
related documentation were complete and
consistent with our understanding of the entity.
The Group considered the impact of climate change
on assumptions used in disclosing critical judgements
and key estimates recorded in the financial statements
as part of their assessment of future cash flows as
stated in notes 2 and 10 to the financial statements.
We have obtained management’s climate-related risk
assessment and made inquiries of management to
understand their process for considering the impact of
climate-related risks. We have also read the Group’s
disclosure of climate-related information in the front
half of the annual report.
7.4 Working with other auditors
The component group engagement team is the same
as that of the group engagement team as the client’s
finance function for all entities is based in Dublin.
8. Other information
The other information comprises the information
included in the annual report, other than the financial
statements and our auditor’s report thereon. The
directors are responsible for the other information
contained within the annual report.
Our opinion on the financial statements does not
cover the other information and, except to the extent
otherwise explicitly stated in our report, we do not
express any form of assurance conclusion thereon.
Our responsibility is to read the other information and,
in doing so, consider whether the other information is
materially inconsistent with the financial statements or
our knowledge obtained in the course of the audit, or
otherwise appears to be materially misstated.
If we identify such material inconsistencies or apparent
material misstatements, we are required to determine
whether this gives rise to a material misstatement in
the financial statements themselves. If, based on the
work we have performed, we conclude that there is a
material misstatement of this other information, we
are required to report that fact.
We have nothing to report in this regard.
163
9. Responsibilities of directors
As explained more fully in the directors’ responsibilities
statement, the directors are responsible for the
preparation of the financial statements and for being
satisfied that they give a true and fair view, and for
such internal control as the directors determine is
necessary to enable the preparation of financial
statements that are free from material misstatement,
whether due to fraud or error.
In preparing the financial statements, the directors are
responsible for assessing the Group’s and the parent
company’s ability to continue as a going concern,
disclosing as applicable, matters related to going
concern and using the going concern basis of
accounting unless the directors either intend to liquidate
the Group or the parent company or to cease operations,
or have no realistic alternative but to do so.
10. 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 (UK) 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 further description of our responsibilities for the audit
of the financial statements is located on the FRC’s
website at:
www.frc.org.uk/auditorsresponsibilities.
This description forms part of our auditor’s report.
11. Extent to which the audit was
considered capable of detecting
irregularities, including fraud
Irregularities, including fraud, are instances of non-
compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined
above, to detect material misstatements in respect of
irregularities, including fraud. The extent to which our
procedures are capable of detecting irregularities,
including fraud is detailed below.
11.1 Identifying and assessing potential risks
related to irregularities
In identifying and assessing risks of material
misstatement in respect of irregularities, including
fraud and non-compliance with laws and regulations,
we considered the following:
the nature of the industry and sector, control
environment and business performance including
the design of the Group’s remuneration policies, key
drivers for directors’ remuneration, bonus levels and
performance targets;
results of our enquiries of management, internal
audit, the directors and the audit committee about
their own identification and assessment of the risks
of irregularities, including those that are specific to
the Group’s sector;
any matters we identified having obtained and
reviewed the Group’s documentation of their policies
and procedures relating to:
identifying, evaluating and complying with laws
and regulations and whether they were aware of
any instances of non-compliance;
detecting and responding to the risks of fraud
and whether they have knowledge of any actual,
suspected or alleged fraud;
the internal controls established to mitigate
risks of fraud or non-compliance with laws
and regulations;
the matters discussed among the audit engagement
team and relevant internal specialists, including
valuations, transfer pricing, IT and sustainability
specialists regarding how and where fraud might
occur in the financial statements and any potential
indicators of fraud.
As a result of these procedures, we considered the
opportunities and incentives that may exist within
the organisation for fraud and identified the greatest
potential for fraud with respect to the completeness
of revenue. In common with all audits under ISAs (UK),
we are also required to perform specific procedures to
respond to the risk of management override.
164
Governance
|
Hostelworld Annual Report 2022
Independent Auditor’s Report to the
Members of Hostelworld Group PLC
continued
We also obtained an understanding of the legal and
regulatory frameworks that the Group and parent
company operate in, focusing on provisions of those
laws and regulations that had a direct effect on the
determination of material amounts and disclosures in
the financial statements. The key laws and regulations
we considered in this context included the UK
Companies Act, London Stock Exchange Listing Rules,
the Euronext Rule Book and tax legislation.
In addition, we considered provisions of other laws
and regulations that do not have a direct effect on the
financial statements but compliance with which may
be fundamental to the Group’s and parent company’s
ability to operate or to avoid a material penalty. These
included Climate related Financial Disclosures (“TCFD”),
the UK General Data Protection Regulation (GDPR),
ePrivacy Directive, Payment Services Directive (PSD2),
Payment Card Industry Data Security Standard (PCI
DSS) and the EU Package Travel Directive.
11.2 Audit response to risks identified
As a result of performing the above, we did not identify
any key audit matters related to the potential risk of
fraud or non-compliance with laws and regulations.
Our procedures to respond to risks identified included
the following:
reviewing the financial statement disclosures and
testing to supporting documentation to assess
compliance with provisions of relevant laws and
regulations described as having a direct effect on
the financial statements;
enquiring of management, the audit committee,
in-house and external legal counsel concerning
actual and potential litigation and claims;
performing analytical procedures to identify any
unusual or unexpected relationships that may
indicate risks of material misstatement due to fraud;
reading minutes of meetings of those charged with
governance, reviewing internal audit reports and
reviewing correspondence with tax authorities;
in addressing the risk of fraud within the
completeness of revenue, engaging IT Specialists
in connection with the GITC’s pertaining to flow
of data from the booking systems to the general
ledger, combined with tracing booking revenues
and booking numbers to third party statements and
assessing any material reconciling items to ensure
completeness; and
in addressing the risk of fraud through management
override of controls, testing the appropriateness of
journal entries and other adjustments; assessing
whether the judgements made in making accounting
estimates are indicative of a potential bias; and
evaluating the business rationale of any significant
transactions that are unusual or outside the normal
course of business.
We also communicated relevant identified laws and
regulations and potential fraud risks to all engagement
team members including internal specialists, and
remained alert to any indications of fraud or non-
compliance with laws and regulations throughout
the audit.
Report on other legal and regulatory requirements
12. Opinions on other matters prescribed by
the Companies Act 2006
In our opinion the part of the directors’ remuneration
report to be audited has been properly prepared in
accordance with the Companies Act 2006.
In our opinion, based on the work undertaken in the
course of the audit:
the information given in the strategic report and the
directors’ report for the financial year for which the
financial statements are prepared is consistent with
the financial statements; and
the strategic report and the directors’ report have
been prepared in accordance with applicable
legal requirements.
In the light of the knowledge and understanding of the
Group and the parent company and their environment
obtained in the course of the audit, we have not
identified any material misstatements in the strategic
report or the directors’ report.
165
13. Corporate Governance Statement
The Listing Rules require us to review the directors’
statement in relation to going concern, longer-term
viability and that part of the Corporate Governance
Statement relating to the Group’s compliance with
the provisions of the UK Corporate Governance Code
specified for our review.
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:
the directors’ statement with regards to the
appropriateness of adopting the going concern
basis of accounting and any material uncertainties
identified set out on pages 150 and 151;
the directors’ explanation as to its assessment of the
Group’s prospects, the period this assessment covers
and why the period is appropriate set out on pages
150 and 151;
the directors’ statement on fair, balanced and
understandable set out on page 116;
the board’s confirmation that it has carried out a
robust assessment of the emerging and principal
risks set out on page 33 to 45 and on page 97;
the section of the annual report that describes the
review of effectiveness of risk management and
internal control systems set out on pages 117 and
118; and
the section describing the work of the audit
committee set out on pages 112 to 114.
14. Matters on which we are required
to report by exception
14.1 Adequacy of explanations received
and accounting records
Under the Companies Act 2006 we are required to
report to you if, in our opinion:
we have not received all the information and
explanations we require for our audit; or
adequate accounting records have not been kept by
the parent company, or returns adequate for our audit
have not been received from branches not visited
by us; or
the parent company financial statements are not in
agreement with the accounting records and returns.
We have nothing to report in respect of these matters.
14.2 Directors’ remuneration
Under the Companies Act 2006 we are also required to
report if in our opinion certain disclosures of directors’
remuneration have not been made or the part of the
directors’ remuneration report to be audited is not in
agreement with the accounting records and returns.
We have nothing to report in respect of these matters.
15. Other matters which we are required
to address
15.1 Auditor tenure
Following the recommendation of the audit committee,
we were appointed by the Board at its annual general
meeting in 2015 to audit the financial statements for
the year ending 31 December 2015 and subsequent
financial periods. The period of total uninterrupted
engagement including previous renewals and
reappointments of the firm is 8 years, covering the years
ending 31 December 2015 to 31 December 2022. As set
out in the Audit Committee report on pages 116 and 117
thiis the final year of our audit tenure.
15.2 Consistency of the audit report with the
additional report to the audit committee
Our audit opinion is consistent with the additional report
to the audit committee we are required to provide in
accordance with ISAs (UK).
16. Use of our report
This report is made solely to the company’s members,
as a body, in accordance with Chapter 3 of Part 16 of
the Companies Act 2006. 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.
John Kehoe (Senior statutory auditor)
For and on behalf of Deloitte Ireland LLP
Chartered Accountants and Statutory Auditors
Deloitte & Touche House, Earlsfort Terrace,
Dublin 2
21 March 2023
Financial
Statements
168
Consolidated Income Statement
168
Consolidated Statement of Comprehensive Income
169
Consolidated Statement of Financial Position
170
Consolidated Statement of Changes in Equity
171
Consolidated Statement of Cash Flows
172
Notes to the Consolidated Financial Statements
213
Company Statement of Financial Position
214
Company Statement of Changes In Equity
215
Notes to the Company Financial Statements
Consolidated Income Statement
for the year ended 31 December 2022
2022
2021
Notes
€’000
€’000
Revenue
3
69,690
16,901
Operating expenses before impairment
4
(83,113)
(49,515)
Impairment of intangible assets
10
(367)
Reversal of impairment of trade receivables
15
18
129
Share of results of associate
13
(206)
(225)
Operating loss
(13,611)
(33,077)
Finance costs
7
(4,301)
(3,501)
Loss before taxation
(17,912)
(36,578)
Taxation credit
8
649
562
Loss for the year attributable to the
equity owners of the parent Company
(17,263)
(36,016)
Basic and diluted loss per share (euro cent)
9
(14.71)
(30.96)
Consolidated Statement of Comprehensive Income
for the year ended 31 December 2022
2022
2021
€’000
€’000
Loss for the year
(17,263)
(36,016)
Items that may be reclassified subsequently to profit or loss:
Exchange differences on translation of foreign operations
(11)
32
Total comprehensive income for the year attributable
to equity owners of the parent Company
(17,274)
(35,984)
Consolidated Statement of Financial Position
as at 31 December 2022
2022
2021
Notes
€’000
€’000
Non-current assets
Intangible assets
10
73,358
79,390
Property, plant and equipment
11
735
293
Deferred tax assets
12
9,174
8,352
Investment in associate
13
980
1,186
Cash and cash equivalents
16
750
750
84,997
89,971
Current assets
Trade and other receivables
15
3,246
2,002
Corporation tax
22
18
Cash and cash equivalents
16
18,212
24,517
21,480
26,537
Total assets
106,477
116,508
Issued capital and reserves attributable to equity owners of the parent
Share capital
17
1,175
1,163
Share premium
17
14,328
14,328
Other reserves
18
6,432
6,475
Retained earnings
30,308
45,140
Total equity attributable to equity holders of the parent Company
52,243
67,106
Non-current liabilities
Trade and other payables
19
9,438
8,049
Borrowings
20
30,869
28,209
40,307
36,258
Current liabilities
Trade and other payables
19
12,863
12,795
Lease liabilities
14
547
86
Borrowings
20
244
Corporation tax
273
263
13,927
13,144
Total liabilities
54,234
49,402
Total equity and liabilities
106,477
116,508
The financial statements were approved by the Board of Directors and authorised for issue on 21 March 2023 and signed
on its behalf by:
Gary Morrison
Caroline Sherry
Chief Executive Officer
Chief Financial Officer
Hostelworld Group plc registration number 9818705 (England and Wales)
Consolidated Statement of Changes in Equity
for the year ended 31 December 2022
Share
capital
Share
premium
Retained
earnings
Other
reserves
Total
Notes
€’000
€’000
€’000
€’000
€’000
Balance at 1 January 2021
1,163
14,328
81,156
1,218
97,865
Total comprehensive income
for the year
(36,016)
32
(35,984)
Issue of warrants
20
3,073
3,073
Credit to equity for equity settled
share based payments
18
2,152
2,152
Balance at 31 December 2021
1,163
14,328
45,140
6,475
67,106
Issue of shares
17
12
12
Total comprehensive income
for the year
(17,263)
(11)
(17,274)
Credit to equity for equity settled
share based payments
2,399
2,399
Transfer of exercised and
expired share based awards
18
2,431
(2,431)
Balance at 31 December 2022
1,175
14,328
30,308
6,432
52,243
Consolidated Statement of Cash Flows
for the year ended 31 December 2022
2022
2021
Notes
€’000
€’000
Cash flows from operating activities
Loss before tax
(17,912)
(36,578)
Amortisation and depreciation
11,597
12,411
Impairment of intangible assets
10
367
Share of results of associate
13
206
225
Net profit on disposal of leases
4
(1)
(793)
Net loss on disposal property, plant and equipment
4
1
492
Finance expense
7
4,301
3,501
Employee equity settled share-based payment expense
22
2,396
2,162
Changes in working capital items:
Increase in trade and other payables
1,457
5,074
Increase in trade and other receivables
(1,244)
(321)
Cash generated from/(used by) operations
801
(13,460)
Interest paid (including lease interest)
(1,370)
(155)
Income tax paid
(180)
(136)
Net cash used in operating activities
(749)
(13,751)
Cash flows from investing activities
Acquisition/development of intangible assets
10
(4,597)
(4,397)
Purchases of property, plant and equipment
11
(196)
(75)
Net cash used in investing activities
(4,793)
(4,472)
Cash flows from financing activities
Deferred consideration
13
(345)
Proceeds from borrowings
20
28,800
Transaction costs relating to borrowings
20
(862)
Repayment of borrowings
20
(1,164)
Repayments of obligations under lease liabilities
14
(752)
(1,160)
Net cash (used in)/from financing activities
(752)
25,269
Net (decrease)/increase in cash and cash equivalents
(6,294)
7,046
Cash and cash equivalents at the beginning of the year
25,267
18,189
Effect of foreign exchange rate changes
(11)
32
Cash and cash equivalents at the end of the year
16
18,962
25,267
Notes to the Consolidated Financial Statements
for the year ended 31 December 2022
1 Significant accounting policies
General Information
Hostelworld Group plc, hereinafter “the Company”, is a public limited Company incorporated in the United Kingdom
on the 9 October 2015 under the Companies Act 2006 and is registered in England and Wales. The registered
office of the Company is One Chamberlain Square, Birmingham, B3 3AX, United Kingdom.
The Company and its subsidiaries (together “the Group”) provide software and data processing services that facilitate
hostel, B&B, hotel and other accommodation bookings worldwide.
The Company’s shares are quoted on Euronext Dublin and the London Stock Exchange.
The Company and consolidated financial statements were approved and authorised for issue by the Board of
Directors on 21 March 2023.
Going concern
The Directors, after making enquiries, have a reasonable expectation that the Group and Company has adequate
resources to continue operating as a going concern for the foreseeable future.
Since the beginning of the COVID-19 pandemic, the Group has maintained strong discipline over its cost base and
cash reserves, with trading and cash forecasts being prepared on a weekly basis. Actions taken in the current period
by the Directors to preserve the Group’s cash position include the non-payment of cash dividends, the elimination
of all non-essential operating costs including marketing, recruitment, travel and other variable overheads, the
employment of a procurement manager to closely monitor and challenge contract spend in place, the non-payment
of cash bonuses and the issuance of a restricted stock option in lieu of a cash bonus to employees, exiting our long
term lease commitment facilities in favour of smaller office spaces across our locations, organisational redesigns
and associated headcount reductions, and Government COVID-19 supports in Ireland which were availed of until
February 2022, as well as warehousing of Irish employer and employee taxes incurred to March 2022.
The 2023 budget has been prepared on a 12-month calendar basis, with the Board also approving a further four-year
outlook, which has also been considered within going concern to capture a period of one year from date of signing.
Revenue and marketing cost projections within Budget 2023 have been developed by triangulating three different
models, where each model output has helped to validate the others.
1.
Regional level forecasting reflecting an easing of the remaining travel restrictions in place. From 2020 through
2022 we can evidence a correlated increase in revenue when borders reopen. We have assumed a full recovery
to pre-pandemic booking levels in 2023 in our largest markets, with other markets taking longer. Forecasting
at a regional level allows us to forecast specific bed prices, booking models, geographic mix and seasonality
effectively in our modelling;
2.
Channel mix between free and paid customers where assumptions are made based on volume of new
customer acquisitions, cost of customer acquisitions and anticipated bookings based on marketing spend;
3.
Modelling new and returning customers by using statistical models built using over 15 years of customer data.
This rich customer cohort data set enables us to model recurring revenue streams, with a high degree of
predictability. We layer in additional knowledge on new customer acquisition costs and expected economics
between free and paid customers.
Forecasting at this regional and channel level also allows us to adjust for bed price inflation and cost of living pressures.
These risks are somewhat mitigated as our target 18-34
-year-old population typically have the means and the
flexibility to travel, tending to view it as a ‘rite of passage’ rather than purely discretionary spend. Hostels are a
cost-effective means to travel and our strategy focuses on customers connecting on a free platform that we provide.
We have assumed in Budget 2023 a modest contraction in our ABV year on year, provisioning for unit bed price
deflation versus 2022 and increased volume from Asian markets, where bed prices are lower. We have modelled
modest price inflation in our operating costs.
We have not assumed any revenue from partnerships such as Roamies, Goki and Counter in our financial modelling.
Climate related risks can impact our business as a customer may not want to travel, a hostel may be forced to close,
or an area is not accessible. The budgeting process has incorporated all operating costs relating to our sustainability
roadmap, as well as the cost of future emission reductions and offsets. Following an assessment completed by
the Group, the budget does not contain any other liabilities, provisions or contingent liabilities relating to climate
change. Revenue cashflows included in the budgeting process have captured for example the impacts of adverse
weather conditions experienced by the Group in 2022 as we model based on historic run rates at a country and
seasonal level.
In addition to our base budget for 2023, we have prepared three additional scenarios that depict different recovery
levels and trading volumes. An upside scenario tracks an increase in revenue and operating expenses. A downside
scenario includes reduced revenue while maintaining the same level of operating spend. A worst-case includes
further reduced revenue with a reduction in operating cost spend to mitigate. Under all scenarios, the Group has
sufficient cash reserves available and remains compliant with financial covenants under its current term loan facility
agreement with HPS Investment Partners LLC (or subsidiaries or affiliates thereof). The Group has also set out in its
viability statement on pages 46 to 49 additional scenarios considered by the Group in its assessment of going concern.
The directors took steps to ensure adequate liquidity is available to the Group for the duration of the pandemic and
recovery period. On 19 February 2021 the Group signed a €30m five-year term loan facility with certain investment
funds and accounts of HPS Investment Partners LLC (or subsidiaries or affiliates thereof). An amount of €28.8m was
received on 23 February 2021. The key features of the facility are as follows:
The facility is single drawdown and bears interest at a margin of 9.0% per annum over EURIBOR (with a EURIBOR
floor of 0.25% per annum).
Financial covenants comprise (1) adjusted net leverage (Hostelworld has to ensure that total net debt is no more
than 3.0 x adjusted EBITDA from 31 December 2023 to 30 September 2024, and no more than 2.5 x adjusted
EBITDA from 31 December 2024 onwards); and (2
) minimum liquidity (Hostelworld has to ensure that at close
of business on the last business day of each month until it is testing the adjusted net leverage ratios there is
free cash in members of the Group which have guaranteed repayment of the facility of at least €6.0 million).
Security on the facility includes the share capital of the Group, the bank accounts of the Group and the Group’s
intellectual property.
We were in compliance with our minimum liquidity covenants at 31 December 2022.
At this point in time, the consequences of the current unrest in Ukraine are uncertain. We have not experienced a
significant impact to our revenue during 2022, and we continue to monitor any development in the conflict, and the
impact to the Group closely. The Group has no operations in either Russia or Ukraine and total forecasted revenues
for 2022 in these regions was less than 0.01% of the Group’s net revenue. No revenue has been budgeted for these
countries in 2023.
Having considered the Group’s Board approved 2023 budget, cash flow forecasts prepared for 12 months from 21 March
2023, current and anticipated trading volumes, current and anticipated levels of cash and debt, together with mitigating
actions available, the Directors are satisfied that the Group and Company has sufficient resources to continue in
operation for the foreseeable future, a period of not less than 12 months from the date of this report. Accordingly,
they continue to adopt the going concern basis in preparing the Group financial statements.
1. Significant accounting policies
continued
Basis of Preparation
The financial statements have been prepared in conformity with the requirements of the Companies Act 2006 and
UK adopted International Financial Reporting Standards (IFRS) and IFRS adopted pursuant to Regulation (EC)
No 1606/2002 as it applies in the European Union.
The consolidated financial statements also comply with Article 4 of the EU IAS Regulation. References to IFRS
hereafter refer to UK adopted IFRS and IFRS adopted by the EU.
The consolidated financial statements have been prepared under the historical cost basis. The investment in
associate is accounted for using the equity method.
In the preparation of these consolidated financial statements the accounting policies set out below have been
applied consistently by all Group companies. The consolidated financial statements are presented in euro which is
the currency of the primary economic environment in which the Group operates.
Re-presentation
Certain comparative amounts in note 4 operating expenses and note 6 staff costs have been re-presented to exclude
third party contractor costs, on a basis consistent with the current year. Comparative amounts in the Income
Statement and note 4 operating expenses have been re-presented to disclose any reversals of impairment of trade
receivables on the face of the Income Statement. For both items, there is no impact on net assets, or the Group’s
loss for the period ended 31 December 2021.
In addition, upon review of the April 2022 IFRIC Agenda item “Demand Deposits with Restrictions on Use arising
from a Contract with a Third Party (IAS 7 Statement of Cash Flows) – Agenda Paper 3” the Group has changed the
presentation of cash and cash equivalents which are not available for use for the period ended 31 December 2021.
The amount of €750k, which relates to a rental guarantee in place, has been classified in non-current assets as
the guarantee was in place for a period of longer than 12 months after balance sheet date. This has no impact on
net assets, net debt or the Group’s loss for the period ended 31 December 2021.
Basis of consolidation
Subsidiaries
The consolidated financial statements incorporate the financial statements of the Company and entities controlled
by the Company (its subsidiaries) all of which prepare financial statements up to 31 December.
Control is achieved when the Company has the power over the investee, is exposed, or has rights, to variable return
from its investment with the investee and has the ability to use its power to affect its returns. The financial statements
of subsidiaries are included in the consolidated financial statements from the date that control commences until the
date that control ceases. All intragroup assets and liabilities, equity, income, expenses and cash flows relating to
transactions between the members of the Group are eliminated on consolidation. Unrealised losses are also eliminated,
except where they provide evidence of impairment.
Associates
Associates are entities over which the Group has significant influence but not control, generally accompanying a
shareholding of between 20% and 50% of the voting rights. Significant influence is the power to participate in the
financial and operating policy decisions of the investee but is not control over those policies.
Investments in associates are accounted for using the equity method of accounting and are initially recognised at
cost. On acquisition of the investment in associate, any excess of the cost of the investment over the Group’s share
of the net fair value of the identifiable assets and liabilities of the investee is recognised as goodwill, which is included
within the carrying value of the investment.
The Group’s share of its associates’ post-acquisition profits or losses is recognised in ‘Share of results of associate’
in the consolidated income statement, and its share of post-acquisition movements in reserves is recognised in the
consolidated statement of changes in equity. The cumulative post-acquisition movements are adjusted against the
carrying amount of the investment, less any impairment in value. Where indicators of impairment arise, the carrying
amount of the associate is tested for impairment by comparing its recoverable amount with its carrying amount.
The requirements of IAS 36 are applied to determine whether it is necessary to recognise any impairment loss with
respect to the Group’s investment in an associate. When necessary, the entire carrying amount of the investment
(including goodwill) is tested for impairment in accordance with IAS 36 as a single asset by comparing its recoverable
amount (higher of value in use and fair value less costs of disposal) with its carrying amount. Any impairment loss
recognised is not allocated to any asset, including goodwill that forms part of the carrying amount of the investment.
Any reversal of that impairment loss is recognised in accordance with IAS 36 to the extent that the recoverable
amount of the investment subsequently increases.
Unrealised gains arising from transactions with associates are eliminated to the extent of the Group’s interest in the
entity. Unrealised losses are eliminated to the extent that they do not provide evidence of impairment. When the
Group’s share of losses in an associate equals or exceeds its interest in the associate, the Group does not recognise
further losses unless the Group has incurred obligations or made payments on behalf of the associate. The accounting
policies of associates are amended where necessary to ensure consistency of accounting treatment at Group level.
When the Group ceases to have significant influence, any retained interest in the entity is re-measured to its fair value
at the date when significant influence is lost with the change in carrying amount recognised in the consolidated
income statement. The Group also reclassifies any movements previously recognised in other comprehensive
income to the consolidated income statement.
Business combinations
Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred in a
business combination is measured at fair value, which is calculated as the sum of the acquisition date fair values
of the assets transferred by the Group, liabilities incurred by the Group to the former owners of the acquiree and
the equity interests issued by the Group in exchange for control of the acquiree.
Acquisition related costs are recognised in the consolidated income statement as incurred.
At the acquisition date, the identifiable assets acquired and the liabilities assumed are recognised at their fair value
at the acquisition date, except that:
Deferred tax assets or liabilities and liabilities or assets related to employee benefit arrangements are recognised
and measured in accordance with IAS 12 Income Taxes and IAS 19 Employee Benefits respectively;
Liabilities or equity instruments related to share-based payment arrangements of the acquiree or share-based
payment arrangements of the Group entered into to replace share-based payment arrangements of the acquiree
are measured in accordance with IFRS 2 Share-based Payment at the acquisition date; and
Assets (or disposal groups) that are classified as held for sale in accordance with IFRS 5 Non-current Assets Held
for Sale and Discontinued Operations are measured in accordance with that standard.
The fair value of the assets and liabilities are based on valuations using assumptions deemed by management to
be appropriate. Professional valuers are engaged when it is deemed appropriate to do so.
Goodwill represents the excess of the aggregate of the consideration transferred and the amount of any non-
controlling interest in the acquired entity over the net identifiable assets acquired.
1. Significant accounting policies
continued
Non-controlling interests
Non-controlling interests represent the portion of the equity of a subsidiary not attributable either directly or
indirectly to the Group and are presented separately in the consolidated income statement and within equity in the
consolidated statement of financial position, distinguished from shareholders’ equity attributable to the owners of
the parent Company.
New standards, amendments and interpretations issued and adopted by the Group in 2022:
The following changes to IFRS became effective for the Group during the year but did not result in material changes
to the Group’s consolidated financial statements:
Reference to the Conceptual Framework (Amendments to IFRS 3)
Property, Plant and Equipment — Proceeds before Intended Use (Amendments to IAS 16)
Onerous Contracts — Cost of Fulfilling a Contract (Amendments to IAS 37)
Annual Improvements to IFRS Standards 2018-2020
New and amended standards and interpretations not yet mandatorily effective
The Group has not applied certain new standards, amendments and interpretations to existing standards which are
not yet mandatorily effective and have not yet been endorsed by the UK or by the EU, in some instances:
Leases COVID-19 – Related Rent Concessions beyond 30 June 2021 (Amendments to IFRS 16)
Classification of Liabilities as Current or Non-Current (Amendments to IAS 1)
*
Classification of Liabilities as Current or Non-Current – Deferral of Effective Date (Amendments to IAS 1)
*
Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS Practice Statement 2)
Definition of Accounting Estimates (Amendments to IAS 8)
Deferred Tax related to Assets and Liabilities arising from a Single Transaction (Amendments to IAS 12)
Initial Application of IFRS 17 and IFRS 9 – Comparative Information (Amendment to IFRS 17)
Insurance Contracts – Amendments to IFRS 17
Extension of the Temporary Exemption from Applying IFRS 9 (Amendments to IFRS 4)
Lease Liability in a Sale and Leaseback (Amendments to IFRS 16)
Non-current Liabilities with Covenants (Amendments to IAS 1)
*
Not yet endorsed by the EU and/or UK
Revenue recognition
The Group generates substantially all of its revenues from the technology and data processing fees and service fees
that it charges to accommodation providers and the transaction service fees it charges to consumers. The Group
also generates revenues from technology and data processing fees that it charges to providers of other travel
products and associated transaction service fees, from cancellation protection fees, payment protection fees and
from advertising services.
Revenue is recognised at the time the reservation is made in respect of non-refundable commission on the basis
that the Group has met its performance obligations having provided the technology and data processing service at
the time the booking is made. In respect of the free cancellation product, which offers the traveller the opportunity
to make a booking on a free cancellation basis and to receive a refund of their deposit in certain circumstances,
such related revenue is not recognised until the last cancellation date has passed as one party can withdraw from
the contract until such a date has passed, at which point the Group will have met its performance obligation.
Where the Group provides an ancillary service to allow a flexible booking option which allows a booking to be
cancelled for no charge or a new booking to be made, such revenue is deferred, until such time as the related
check-in date has passed or for a six-month period from the date of cancellation, at which time the credit expires.
Where credits are granted to customers for utilisation on future bookings, a provision is recorded against revenue
based on the probability that a credit offering will be used by a customer.
Ancillary advertising and property management technology revenues (Counter) are recognised over the period when
the service is performed as the Group’s performance obligation is met over time. Royalties and commission amounts
earned from the “Roamies” revenue streams are recognised on the trip’s start date, when the Group’s performance
obligations are met. Revenue is measured at the fair value of the consideration received or receivable.
Revenue is stated net of rebates, sales taxes and value added taxes.
Leases
The Group leases properties across a number of locations. Rental contracts are typically made for fixed periods
but may have an option to extend. Lease terms are negotiated on an individual basis and contain a wide range of
different terms and conditions.
At inception of a contract, the Group assesses whether a contract is or contains a lease, at inception of the contract.
For contracts where the Group is a lessee, a right-of-use asset is recognised, representing the Group’s right to use
the underlying asset and a lease liability is also recognised for the Group’s obligation to make lease payments during
the lease term. The lease term of each contract is determined as the non-cancellable period of the lease, together
with any periods covered by an option to extend the lease if it is reasonably certain to be exercised, or any periods
covered by an option to terminate the lease (break option), if it is reasonably certain not to exercise that option.
For short term leases (defined as leases with a lease term of 12 months or less) and leases of low value assets
(defined as leases with an underlying asset value of €10,000 or less), the Group recognises the lease payments as
an operating expense on a straight-line basis over the term of the lease.
The right-of-use asset is initially measured at cost and subsequently valued at cost less accumulated depreciation
and impairment losses. It is adjusted where a lease modification results in a remeasurement of the lease liability.
Right-of-use assets are depreciated over the shorter period of lease term and useful life of the underlying asset.
The depreciation starts at the commencement date of the lease.
Whenever the Group incurs an obligation to restore the underlying asset to the condition required by the terms and
conditions of the lease, a provision is recognised and measured under IAS 37. To the extent that the costs relate to
a right-of-use asset, the costs are included in the related right-of-use asset.
The carrying value of these assets are reviewed at the end of each reporting period to determine whether there is
any indication that the assets have suffered an impairment loss. The Group applies IAS 36 to determine whether a
right-of-use asset is impaired and accounts for any identified impairment loss as described in the ‘Property, Plant
and Equipment’ policy.
Lease liabilities are measured at the present value of the future lease payments. The lease payments are discounted
using the implicit interest rate in the lease or where this cannot readily be determined the Group use the Group’s
incremental borrowing rate. The incremental borrowing rate depends on the term, currency and start date of the
lease and is determined based on a series of inputs including: the risk-free rate based on government bond rates;
a country-specific risk adjustment and a credit risk adjustment based on bond yields. Subsequently the lease
liability is increased to reflect interest on the lease liability and reduced for payments made. The lease liability is
remeasured for lease modifications or reassessments.
1. Significant accounting policies
continued
Lease payments included in the measurement of the lease liability comprise: (i) Fixed lease payments less any lease
incentives receivable; (ii) Variable lease payments that depend on an index or rate, initially measured using the index
or rate at the commencement date; (iii) The amount expected to be payable by the lessee under residual value
guarantees; (iv) The exercise price of purchase options, if the lessee is reasonably certain to exercise the options;
and (v) Payments of penalties for terminating the lease, if the lease term reflects the exercise of an option to terminate
the lease.
The lease liability is presented as a separate line in the consolidated statement of financial position. The lease
liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using
the effective interest method) and by reducing the carrying amount to reflect the lease payments made.
The Group re-measures the lease liability (and makes a corresponding adjustment to the related right-of-use asset)
whenever: (i) The lease term has changed or there is a significant event or change in circumstances resulting in
a change in the assessment of exercise of a purchase option, in which case the lease liability is re-measured by
discounting the revised lease payments using a revised discount rate. (ii) The lease payments change due to changes
in an index or rate or a change in expected payment under a guaranteed residual value, in which cases the lease
liability is remeasured by discounting the revised lease payments using an unchanged discount rate (iii) A lease
contract is modified and the lease modification is not accounted for as a separate lease, in which case the lease
liability is remeasured based on the lease term of the modified lease by discounting the revised lease payments
using a revised discount rate at the effective date of the modification.
Cash paid on the interest portion of a lease liability is included as part of operating activities in the consolidated cash
flow statement and cash payments for the principal portion of a lease liability are included as part of financing activities.
Payments in relation to short term leases and leases of low value assets that do not meet the criteria to be capitalised
under IFRS 16 are included as part of operating activities in the consolidated cash flow statement.
Exceptional items
Exceptional items by their nature and size can make interpretation of the underlying trends in the business more
difficult. Such items may include restructuring, material merger and acquisition costs, profit or loss on disposal or
termination of operations, litigation settlements, legislative changes, material acquisition integration costs and
profit or loss on disposal of investments. Judgement is used by the Group in assessing the particular items which
by virtue of their scale and nature should be disclosed as exceptional items. Where an item that has been classified
as exceptional spans more than one reporting period such as a multi-year restructuring programme, it will also be
presented as exceptional in the following period for consistency of presentation.
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the period. Taxable profit differs from net profit as reported
in the consolidated income statement because it excludes items of income or expense that are taxable or deductible
in other years and it further excludes items that are never taxable or deductible. The Group’s liability for current tax
is calculated using tax rates that have been enacted or substantively enacted by the reporting date, and any
adjustment to tax payable in respect of previous years.
A provision is recognised for those matters for which the tax determination is uncertain, but it is considered probable
that there will be a future outflow of funds to a tax authority. The provisions are measured at the best estimate of
the amount expected to become payable. The assessment is based on the judgement of tax professionals within the
Company supported by previous experience in respect of such activities and in certain cases based on specialist
independent tax advice.
Deferred tax
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets
and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit
and is accounted for using the liability method. Deferred tax liabilities are generally recognised for all taxable
temporary differences and deferred tax assets are recognised for unused tax losses, unused tax credits and
deductible temporary differences to the extent that it is probable future taxable profits will be available against
which the temporary difference can be utilised.
Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and
associates, except where the Group is able to control the reversal of the temporary difference and it is probable that
the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible
temporary differences associated with such investments and interests are only recognised to the extent that it is
probable that there will be sufficient taxable profits against which to utilise the benefits of the temporary differences
and they are expected to reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is
no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Such reductions are reversed when the probability of future taxable profits improves.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets
against current liabilities and when they relate to income taxes levied by the same taxation authority and the Group
intends to settle its current tax assets and liabilities on a net basis.
Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled, or
the asset is realised based on tax laws and rates that have been enacted or substantively enacted at the balance
sheet date. Deferred tax is charged or credited in the consolidated income statement, except when it relates to
items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity.
Foreign currencies
The individual financial statements of each Group Company are presented in the currency of the primary economic
environment in which it operates (its functional currency). For the purpose of the consolidated financial statements,
the results and financial position of each Group Company are expressed in euro, which is the functional currency
of the parent Company and the presentation currency for the consolidated financial statements.
In preparing the financial statements of the individual companies, transactions in currencies other than the entity’s
functional currency (foreign currencies) are recorded at the rates of exchange prevailing on the dates of the transactions.
At each reporting date, monetary assets and liabilities denominated in foreign currencies are retranslated at the
rates prevailing on the reporting date.
Non-monetary items (including deferred revenue) carried at fair value that are denominated in foreign currencies
are translated at the rates prevailing at the date when the fair value was determined in accordance with IFRIC 22.
Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.
Exchange differences arising on the settlement of monetary items, and on the retranslation of monetary items, are
included in the consolidated income statement and consolidated statement of comprehensive income for the period.
For the purpose of presenting consolidated financial statements, the assets and liabilities of the Group’s operations
are translated at exchange rates prevailing on the reporting date. Income and expense items are translated at the
average exchange rates for the period, unless exchange rates fluctuate significantly during that period, in which
case the exchange rates at the date of transactions are used. Exchange differences arising, if any, are classified
as equity and transferred to the Group’s foreign currency translation reserve.
1. Significant accounting policies
continued
Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities
of the foreign entity and translated at the closing rate. Exchange differences arising are recognised in other
comprehensive income.
Retirement benefits costs
The Group operates a defined contribution pension scheme. Contributions made in respect of employees’ pension
schemes are charged through the consolidated income statement in the period they become payable. The Group
pays contributions to privately administered pension insurance plans. The Group has no further payment obligations
once the contributions have been paid. The contributions are recognised as employee benefit expense when they
are due. Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in the
future payments is available.
Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation and any accumulated impairment losses.
Depreciation is charged so as to write off the cost of assets over their estimated useful lives, using the straight-line
method. The estimated useful lives, residual values and depreciation method are reviewed at each year end, with
the effect of any changes in estimate accounted for on a prospective basis.
Right-of-use assets are depreciated over the shorter period of the lease term and the useful life of the underlying asset.
Depreciation is provided on the following basis:
Leasehold property improvements
5-10 years straight line
Computer equipment
3-5 years straight line
Fixtures and equipment
6-7 years straight line
Leasehold improvements are improvements made to buildings leased by the Group when it has the right to use these
leasehold improvements over the term of the lease. The improvements will revert to the lessor at the expiration of
the lease.
The cost of a leasehold improvement is depreciated over the shorter of:
1.
The remaining lease term, or
2.
The estimated useful life of the improvement.
An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are
expected to arise from the continued use of the asset. The gain or loss arising on the disposal of an asset is
recognised in the consolidated income statement when the asset is derecognised.
In accordance with IAS 36 ‘Impairment of Assets’
, the carrying amounts of items of property, plant and equipment
are reviewed at each reporting date to determine whether there is any indication of impairment. An impairment loss
is recognised whenever the carrying amount of an asset exceeds its recoverable amount.
Impairment losses are recognised in the consolidated income statement. Following the recognition of an impairment
loss, the depreciation charge applicable to the asset is adjusted prospectively in order to systematically allocate
the revised carrying amount over the remaining useful life.
Intangible assets
Goodwill
Goodwill is initially measured as the excess of the cost of the business combination over the Group’s interest in the
net fair value of the identifiable assets, liabilities and contingent liabilities of the acquired subsidiary or associate.
Identifiable intangible assets, meeting either the contractual-legal or separability criterion are recognised separately
from goodwill.
Goodwill on acquisition of subsidiaries is included within intangible assets. Goodwill associated with the acquisition
of associates is included within the interest in associates under the equity method of accounting.
Following initial recognition, goodwill is measured at cost less any accumulated impairment losses.
Goodwill is reviewed for impairment annually or more frequently if events or changes in circumstances indicated
that the carrying value may be impaired.
For the purposes of impairment testing, goodwill is allocated to each of the Group’s cash-generating units (CGU)
that is expected to benefit from the synergies of the combination.
If the recoverable amount of the cash-generating unit is less than its carrying amount, the impairment loss is allocated
first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit on a
pro-rata basis based on the carrying amount of each asset in the unit. Any impairment loss for goodwill is recognised
directly in profit or loss in the consolidated income statement. An impairment loss recognised for goodwill is not
reversed in subsequent periods.
On disposal of the relevant cash-generating unit, the attributable amount of goodwill is included in the determination
of the gain or loss on disposal.
Other intangible assets
The Group has four classes of other intangible assets: domain names, technology assets, affiliate contracts and
development costs.
Other intangible assets are capitalised at cost and amortised to operating expenses before impairment in the
consolidated income statement on a straight-line basis over their estimated useful lives:
Domain names:
5-20 years
Technology assets:
4 years
Affiliate contracts:
5 years
Capitalised development costs:
2-5 years
Domain names relate to certain domain names, trademarks and technology assets which are carried at cost less
accumulated amortisation and are amortised over their useful life. Technology assets here include the website, App
interfaces, application programming interfaces (APIs) that allow applications to interface and databases which
collectively form the underlying integrated Hostelworld Platform.
Affiliate contracts refers to contracts established with certain affiliate partners whose function is to promote the
website and App. These contracts were identified as a separately identifiable asset in line with IAS 38 ‘Intangible Assets’
which allow affiliates to get real time access to property, pricing and availability function through affiliate APIs.
Technology assets relates to certain computer software applications stated at cost less accumulated amortisation.
Costs incurred on the acquisition of computer software are capitalised, as are costs directly associated with developing
computer software programmes for internal use, if they meet the recognition criteria of IAS 38 ‘Intangible Assets’
.
1. Significant accounting policies
continued
Development expenditure in relation to internally-generated intangible assets is capitalised when all of the following
have been demonstrated; the technical feasibility of completing the intangible asset so that it will be available for use;
the intention to complete the project to which the intangible asset relates and to use it or sell it; the ability to use
or sell the intangible asset, how the intangible asset will generate probable future economic benefits; the availability
of adequate technical, financial and other resources to complete the development and to use the intangible asset;
and the ability to measure reliably the expenditure attributable to the intangible asset during its development.
Development activities involve a plan or design for the production of new or substantially improved products or
processes. Directly attributable costs that are capitalised as part of the software product, website or system include
employee costs. Other development expenditures that do not meet these criteria as well as ongoing maintenance
are recognised as an expense as incurred.
An intangible asset is derecognised on disposal or when no future economic benefits are expected to arise from
the continued use or disposal of the asset. The gain or loss arising on the disposal of an asset is recognised in the
consolidated income statement when the asset is derecognised.
The residual value associated with all intangible assets is deemed to be €nil.
Expenditure on research activities is recognised as an expense in the period in which it is incurred.
Impairment of tangible and intangible assets other than goodwill
At the end of each reporting period, the Directors review the carrying amounts of the Group’s tangible and intangible
assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such
indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment
loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the Directors estimate
the recoverable amount of the cash-generating unit to which the asset belongs. Where a reasonable and consistent
basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or
otherwise they are allocated to the smallest Group of cash-generating units for which a reasonable and consistent
allocation basis can be identified.
Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment
at least annually, and whenever there is an indication that the asset may be impaired.
Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the
estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current
market assessments of the time value of money and the risks specific to the asset. If the recoverable amount of an
asset (or a cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset
(or the cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately
in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is
treated as a revaluation decrease.
Where an impairment loss subsequently reverses, the carrying amount of the asset (or a cash-generating unit) is
increased to the revised estimate of its recoverable amount. The increased carrying amount cannot exceed the
carrying amount that would have been determined had no impairment loss been recognised for the asset (or the
cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss,
unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is
treated as a revaluation increase.
Financial instruments
Financial assets and financial liabilities are recognised in the Group’s consolidated statement of financial position
when the Group becomes a party to the contractual provisions of the instrument.
Financial assets and liabilities are initially measured at fair value plus transaction costs, except for those classified
as fair value through profit or loss, which are initially measured at fair value. The fair value of financial assets and
liabilities denominated in a foreign currency is determined in that foreign currency and translated at the spot rate
at the end of the reporting period.
(a) Classification of financial assets
Trade and other receivables
Trade and other receivables are stated initially at their transaction price and subsequently at amortised cost, less
any expected credit loss provision. The Group applies the simplified approach to measuring expected credit losses
which uses a lifetime expected credit loss allowance for all trade receivables.
(b) Expected credit loss of financial assets
The Group always recognises lifetime expected credit losses (ECLs) for trade receivables estimated using a provision
matrix based on the Group’s historical credit loss experience, adjusted for factors that are specific to the debtors,
general economic conditions and an assessment of both the current as well as the forecast direction of conditions
at the reporting date, including time value of money where appropriate.
Lifetime ECLs represents the expected credit losses that will result from all possible default events over the expected
life of a financial instrument. ECLs are reported in the consolidated income statement. An event of default occurs
where there is failure by a debtor to fulfil an obligation and there is no likely recourse available. For example, if a
hostel has gone out of business.
(c) Classification of financial liabilities
Trade and other payables
Trade and other payables are initially recorded at fair value, which is usually the original invoiced amount, and
subsequently carried at amortised cost. Liabilities are derecognised when the obligation under the liability is
discharged, cancelled or expires.
Loans and borrowings
All loans and borrowings are initially recognised at fair value of the proceeds received less any directly attributable
transaction costs. Transaction costs include fees and commission paid to agents, advisers brokers and dealers. After
initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the
effective interest method being the amount at which the financial liability is measured at initial recognition minus any
principal repayments, plus or minus the cumulative amortisation using the effective interest method of any difference
between that initial amount and the maturity amount. Borrowings are de-recognised when the Group’s obligations
specified in the contracts expire, are discharged or cancelled. Borrowings are classified as current liabilities unless
the Group has an unconditional right to defer settlement of the liability for at least 12 months after the financial
position date.
Other financial liabilities
Financial liabilities are recognised initially at fair value and are subsequently stated at amortised cost using the
effective interest method. The effective interest method is a method for calculating the amortised cost of a financial
liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly
discounts estimated future cash payments through the expected life of the financial liability to the amortised cost
of a financial liability.
Financial liabilities are classified as current liabilities unless the Group has an unconditional right to defer settlement
of the liability for at least 12 months after the reporting date. The Directors determine the classification of the Group’s
financial liabilities at initial recognition.
1. Significant accounting policies
continued
(d) Cash and cash equivalents
Cash and cash equivalents includes cash in hand, deposits held at call with banks and other short-term highly
liquid investments with original maturities of three months or less. Restricted cash and cash equivalent balances
are those which meet the definition of cash and cash equivalents but are not available for use by the Group.
Recognition of warrants
Warrant reserve is recorded at the fair value of warrants issued. Warrants have been recognised as equity instruments
as each warrant issued entitles the holder to a fixed number of ordinary shares in exchange for a fixed exchange
price of €0.01 per ordinary equity share.
Dividends
Final dividends are recorded in the Group’s financial statements in the period in which they are approved by the
Company’s shareholders. Interim dividends are recorded in the period in which they are paid.
Share based payments
Equity settled share-based payments to employees are measured at the fair value of the equity instruments at the
grant date. The fair value excludes the effect of non-market-based vesting conditions. Details regarding the
determination of the fair value of equity-settled share-based transactions are set out in note 22.
The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-
line basis over the vesting period, based on the Group’s estimate of equity instruments that will eventually vest. At
each reporting date, the Group revises its estimate of the number of equity instruments expected to vest as a result
of the effect of non-market-based vesting conditions. The impact of the revision of the original estimates, if any, is
recognised in the consolidated income statement such that the cumulative expense reflects the revised estimate,
with a corresponding adjustment to the share-based payment reserve.
For cash settled share-based payments, a liability is recognised for the services acquired, measured initially at the fair
value of the liability. At each reporting date until the liability is settled, and at the date of settlement, the fair value of
the liability is re-measured, with any changes in fair value recognised in the consolidated income statement for the year.
In assessing any modification of employee share-based payment transactions, the Group assesses if the change
in the terms and conditions has an effect on the amount recognised which depends on whether the fair value of
the new instruments is greater than the fair value of the original instruments. Modifications that increase the fair
value of the grant result in recognition of the incremental fair value measured at the date of modification.
Earnings Per Share
The Group presents basic and diluted earnings per share (EPS) data for its ordinary shares. Basic EPS is calculated
by dividing the profit attributable to ordinary shareholders by the weighted average number of ordinary shares
outstanding during the period. Diluted loss per share is computed by adjusting the weighted average number of
ordinary shares in issue to assume conversion of all potential dilutive ordinary shares.
Government Grants
Government grants are not recognised until there is reasonable assurance that the Group will comply with the conditions
attaching to them and that the grants will be received. Government grants that are receivable as compensation for
expenses or losses already incurred or for the purpose of giving immediate financial support to the Group with no
future related costs are recognised in profit or loss in the period in which they become receivable. Amounts are
recognised as income over the periods necessary to match them with the related costs and are deducted in
reporting the related expense.
2. Critical accounting judgements and key sources of estimation uncertainty
In the application of the Group’s accounting policies, the Directors are required to make judgements (other than those
involving estimations) that have a significant impact on the amounts recognised and to make estimates and assumptions
about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates
and associated assumptions are based on historical experience and other factors considered relevant. Actual results
may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are
recognised in the year in which the estimate is revised if the revision affects only that year, or in the year of the
revision and future years if the revision affects both current and future years.
(a) Critical judgements in applying the Group’s accounting policies:
The following are the critical judgements, apart from those involving estimations (which are presented separately
below), that the directors have made in the process of applying the Group’s accounting policies and that have the
most significant effect on the amounts recognised in financial statements.
Capitalisation of development costs
Development costs are capitalised when the criteria set out in paragraph 57 of IAS 38 Intangible assets have been
demonstrated as disclosed in our accounting policy disclosed on page 182. Total additions amounted to €4,511k
(2021: €4,397k) and carrying value at the balance sheet date totalled €6,800k
(2021: €5,073k).
Determining the amount to be capitalised requires management to make judgements about each asset to ensure
that they meet the requirements. The most critical judgement relates to the projects ability to generate future
economic benefits. Business cases have been prepared in line with our Board approved 2023 budget and five-year
outlook. The main projects capitalised in the current year relate to the ‘Social’ strategy and platform modernisation
which form both form a key part of the Group’s growth strategy. Should trading deteriorate to COVID-19 volumes it
is reasonably possible within the next financial year that development costs may require a material adjustment to
their carrying amount.
Accounting for exceptional items
Exceptional items by their nature and size can make interpretation of the underlying trends in the business more
difficult. Judgement is used in assessing the particular items which by virtue of their scale and nature should be
disclosed as exceptional items. Circumstances that the Group believe would give rise to exceptional items for
separate disclosure are outlined in the exceptional accounting policy on page 178. Current year exceptional costs
amounted to €835k (2021: €588k).
(b) Key sources of estimation uncertainty:
The key assumptions concerning the future, and other key sources of estimation uncertainty at the reporting period
that may have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities
within the next financial year, are discussed below.
Deferred tax asset recognition and recoverability of deferred tax assets
Deferred tax assets are recognised to the extent that it is probable that taxable profits will be available in future
periods. Recognition of deferred tax assets is reliant on detailed forecast information regarding the future performance
of business. The extent to which it is probable that taxable profits will be available in future periods is an estimate
assessed based on the budgets and forecasts prepared by the Group. At 31 December 2022 the carrying value of
deferred tax assets amounted to €9,174k (2021: €8,352k).
2. Critical accounting judgements and key sources of estimation uncertainty
continued
At 31 December 2022 the directors performed a review of the recoverability of the asset based on the Board approved
2023 budget and further four-year outlook which covers a period to 31 December 2027. The Group does not have
any binding fixed term contracts in place which guarantee profitability. The Group has made a loss in 2021 and 2022
as a direct impact of COVID-19 and are projected to do so in 2023 as the Group continues to recover as final borders
reopen in Asia. The budget and further four-year outlook includes an assumption of returning to profit in 2024.
The recognition and recoverability of the deferred tax asset is based on the Group’s ability to generate sufficient
taxable profits in future financial years. The board approved budget for 2021 set out a loss before tax of €22,525k
for 2022 compared to an actual loss of €17,912k as set out in the Income Statement. Improved performance was
driven by accelerated recovery levels by market and the success of our social strategy which resulted in a higher
volume of bookings from low cost channels.
As part of our recoverability analysis, the Group has performed a sensitivity analysis on taxable profits growth over the
next five years. The Group’s forecasted taxable profits would have to decline by over 10% over the next five years
before there is a risk that the deferred tax asset is not fully recovered in that period.
Carrying value of goodwill and intangible assets
The Directors assess annually whether goodwill has suffered any impairment, in accordance with the relevant
accounting policy and intangible assets are assessed for possible impairment where indicators of impairment exist.
The recoverable amounts of cash-generating units (CGUs) are determined based on the higher of fair value less
costs of disposal or value in use calculations. The carrying amount of goodwill at 31 December 2022 amounted to
€17,848k (2021: €17,848k) and the carrying amount of domain names amounted to €48,668k (2021: €56,410k).
Based on work performed and the headroom identified in the models no impairment was necessary in 2022 for
goodwill or domain names.
Management estimation is required in forecasting future cash flows of cash-generating units including incorporating
the impact of recovery of the business from COVID-19, the discount rates applied to these cashflows, the expected
long-term growth rate of the applicable business and terminal values. The area of estimation of most risk relates to
certainty of delivering the growth rates forecasted from the recovery of the business and from our strategy.
Further details on the assumptions used, the impact of climate change and sensitivity analysis are set out in note 10.
3. Revenue & segmental analysis
The Group is managed as a single business unit which provides software and data processing services that facilitate
hostel, hotel and other accommodation worldwide, including ancillary on-line advertising revenue.
The Directors determine, and present operating segments based on the information that is provided internally to the
Chief Executive Officer, who is the Company’s Chief Operating Decision Maker (CODM). When making resource
allocation decisions, the CODM evaluates booking numbers and average booking value. The objective in making
resource allocation decisions is to maximise consolidated financial results.
The CODM assesses the performance of the business based on the consolidated adjusted loss after tax of the Group
for the year. This measure excludes the effects of certain income and expense items, which are unusual by virtue of
their size and incidence, in the context of the Group’s ongoing core operations, such as the impairment of intangible
assets and one-off items of expenditure.
All revenue is derived wholly from external customers and is generated from a large number of customers, none of
whom is individually significant.
The Group’s major revenue-generating asset class comprises its software and data processing services and is directly
attributable to its reportable segment operations. In addition, as the Group is managed as a single business unit,
all other assets and liabilities have been allocated to the Group’s single reportable segment. There have been no
changes to the basis of segmentation or the measurement basis for the segment profit or loss.
Revenue split by country, is dependent on the location of the hostel or property. No single country, year on year,
contributes 10% or more of total revenue. Our top five countries year on year account for 38% of overall revenue
(2021: 43%) relating to USA and key European destinations. Revenue split by continent is presented as follows
:
2022
2021
€’000
€’000
Europe
45,936
10,713
Americas
15,719
5,213
Asia, Africa and Oceania
8,035
975
Total revenue
69,690
16,901
Revenue arising within Ireland, the country of domicile, amounted to €1,795k (2021: €492k).
Disaggregation of revenue is presented as follows:
2022
2021
€’000
€’000
Technology and data processing fees
69,363
16,849
Advertising revenue and ancillary services
327
52
Total revenue
69,690
16,901
In the year ended 31 December 2022, the Group generated 100% (2021: 100%) of its revenues from the technology
and data processing fees that it charged to accommodation providers.
As at 31 December 2022, €3,005k of revenue relating to free cancellation bookings has been deferred (2021: €1,020k).
Revenue is recognised at the time the reservation is made in respect of non-refundable commission on the basis that
the Group has met its performance obligations at the time the booking is made. In respect of the free cancellation
product, which offers the traveller the opportunity to make a booking on a free cancellation basis and to receive a
refund of their deposit in certain circumstances, such related revenue is not recognised until the last cancellation
date has passed as one party can withdraw from the contract until such a date has passed. Deferred revenue is
expected to be recognised within twelve months of initial recognition.
Advertising revenue and revenue generated from other services are recognised over the period when the service
is performed.
The Group’s non-current assets are located in Ireland, Australia, the United Kingdom, Portugal, and China. Non-
current assets are disaggregated as follows:
2022
2021
€’000
€’000
Total non-current assets
84,997
89,221
Analysed as:
Ireland
83,825
87,799
Australia
980
1,186
United Kingdom
20
32
Portugal
156
165
China
16
39
4. Operating expenses excluding impairment
Loss for the year has been arrived at after charging/(crediting) the following operating costs:
2022
2021
Notes
€’000
€’000
Marketing expenses
42,233
13,792
Staff costs
18,078
15,101
*
Credit card processing fees
2,047
573
Loss on disposal plant, property and equipment
1
492
Net profit on disposal of leases
14
(1)
(793)
Exceptional items
5
835
588
FX loss
714
419
Other administrative costs
7,609
6,932
*
Total administrative expenses
71,516
37,104
Depreciation of tangible fixed assets
11
968
1,519
Amortisation of intangible fixed assets
10
10,629
10,892
Total operating expenses excluding impairment
83,113
49,515
*
An amount of €445k has been re-presented in the prior year between staff costs and other administrative costs relating to third party contractors
engaged by the Group to assist on development labour projects for a period of time.
Included in staff costs are government assistance amounts totalling €376k (2021: €1,771k) for a subsidy received
under the Employment Wage Subsidy Scheme in Ireland. Prior year amounts also include €15.9k received for
furloughed employees under the Coronavirus Job Retention Scheme in the UK.
Included within marketing expenses are direct marketing costs of €41,393k (2021: €12,763k). Other administration
costs include rent and rates, legal and professional, training and recruitment, website maintenance and security,
ecommerce and data analytics.
Included within operating expenses is a total credit of €184k (2021: €nil) in relation to an R&D tax credit claimed in
respect of projects completed in 2021.
Auditor’s remuneration
During the year, the Group obtained the following services from its auditor, Deloitte Ireland LLP:
2022
2021
€’000
€’000
Fees payable for the statutory audit of the Company
and consolidated financial statements
48
42
Fees payable for other services:
– statutory audit of subsidiary undertakings
120
96
– tax advisory services
– audit related assurance services
34
8
– corporate finance services
– other non–audit services
13
13
Total
215
159
5. Exceptional items
2022
2021
€’000
€’000
Merger and acquisition costs
(127)
Litigation settlements
519
Restructuring costs
316
715
Total
835
588
In the current year, exceptional items relate to a final settlement amount paid to the founder of Counter App Limited,
on their exit from the company and associated legal costs. Current and prior year restructuring costs primarily relate
to staff costs incurred as part of a restructure to a simpler and more efficient growth orientated organisational
structure. The new structure organises the Group’s marketing, product, development and analytics employees into
autonomous growth teams. The restructure concluded in 2022. Prior year merger and acquisition credit of €127k
relates to a release of costs previously accrued for due to a revision of estimate for professional fees incurred on
related service.
6. Staff costs
The average monthly number of people employed (including Executive Directors) was as follows:
2022
2021
Average number of persons employed:
Administration and sales
130
110
Development and information technology
109
116
Total
239
226
The aggregate remuneration costs of these employees is analysed as follows:
2022
2021
Notes
€’000
€’000
Staff costs comprise:
Wages and salaries
14,638
12,378
Termination benefits – exceptional items
218
672
Social security costs
1,987
1,367
Pensions costs
432
460
Other benefits
687
442
Share option charge
22
2,396
2,162
20,358
17,481
Capitalised development labour
10
(2,062)
(1,708)
Total
18,296
15,773
Termination benefits above are also disclosed within note 5 exceptional items and relate to termination payments
made as part of a group restructure. Capitalised development labour includes €2,062k (2021: €1,708k) of employee
costs capitalised.
7. Finance costs
2022
2021
Notes
€’000
€’000
Interest on lease liabilities
14
31
102
Finance costs – HPS facility
20
4,243
3,344
Finance costs – other
27
55
Total
4,301
3,501
8. Taxation
2022
2021
Notes
€’000
€’000
Corporation tax:
Current year charge
183
372
Adjustments in respect of prior years
(10)
(178)
Total
173
194
Origination and reversal of temporary differences
12
(822)
(756)
Total tax credit for the year
(649)
(562)
Corporation tax is calculated at 12.5% (2021: 12.5%) of the estimated taxable profit for the year. The Irish 12.5%
corporation tax rate has been used as this is the rate at which most of the Group’s profits will be taxed. Taxation
for other jurisdictions is calculated at the rates prevailing in the respective jurisdictions. The corporation tax
charge relates primarily to our UK, Portuguese and Spanish operations where tax losses from our Irish operations
cannot be utilised. The charge for the year can be reconciled to the consolidated income statement as follows:
2022
2021
€’000
€’000
Loss before tax on continuing operations
(17,912)
(36,578)
Tax at the Irish corporation tax rate of 12.5% (2021: 12.5%)
(2,239)
(4,572)
Effects of:
Tax effect of expenses that are not deductible in determining taxable profit
1,672
1,556
Tax effect of losses not utilised
480
3,173
Tax effect of losses utilised
(34)
Tax effect of income taxed at different rates
201
50
Depreciation less than capital allowances
(53)
(130)
Effect of different tax rates of subsidiaries operating in other jurisdictions
156
295
Recognition of deferred tax asset
(822)
(756)
Adjustments in respect of prior years
(10)
(178)
Total
(649)
(562)
In 2022 the Group had an unrecognised deferred tax asset of €4,607k (2021: €4,127k). No deferred tax asset was
recognised in the current or prior year for unused trading tax losses as it was not considered probable that the Group
will be able to utilise the deferred tax asset for these losses over a five-year period based on the profit or loss set
out within the Group’s 2023 budget and further four-year outlook. Unrecognised deferred tax assets relate to Irish
trading losses and have no expiry date.
9. Loss per share
Basic loss per share is computed by dividing the loss for the year after tax available to ordinary shareholders by the
weighted average number of ordinary shares outstanding during the year.
2022
2021
Weighted average number of shares in issue (‘000s)
117,338
116,321
Loss for the year (€’000s)
(17,263)
(36,016)
Basic loss per share (euro cent)
(14.71)
(30.96)
Diluted loss per share is computed by adjusting the weighted average number of ordinary shares in issue to assume
conversion of all potential dilutive ordinary shares. The issue of warrants (note 20) and share options and share awards
(note 22) are the Company’s only potential dilutive ordinary shares. Ordinary shares potentially issuable from
share-based payment arrangements and warrants are anti-dilutive due to the loss in the financial period meaning
there is no difference between basic and diluted earnings per share.
2022
2021
Weighted average number of ordinary shares in issue (‘000s)
117,338
116,321
Effect of dilutive potential ordinary shares:
Share options (‘000s)
Weighted average number of ordinary shares for the purpose
of diluted earnings per share (‘000s)
117,338
116,321
Diluted loss per share (euro cent)
(14.71)
(30.96)
10. Intangible assets
The table below shows the movements in intangible assets for the year:
Goodwill
Domain
Names
Technology
Affiliates
Contracts
Capitalised
Development
Costs
Total
€’000
€’000
€’000
€’000
€’000
€’000
Cost
Balance at 1 January 2021
47,274
214,708
14,100
5,500
18,021
299,603
Additions
4,397
4,397
Disposals for the year
(52)
(52)
Balance at 31 December 2021
47,274
214,708
14,048
5,500
22,418
303,948
Additions
71
15
4,511
4,597
Balance at 31 December 2022
47,274
214,779
14,063
5,500
26,929
308,545
Accumulated amortisation
and impairment
Balance at 1 January 2021
(29,426)
(150,488)
(13,922)
(5,500)
(14,015)
(213,351)
Charge for year
(7,810)
(119)
(2,963)
(10,892)
Disposals for the year
52
52
Impairment recognised
(367)
(367)
Balance at 31 December 2021
(29,426)
(158,298)
(13,989)
(5,500)
(17,345)
(224,558)
Charge for year
(7,813)
(32)
(2,784)
(10,629)
Balance at 31 December 2022
(29,426)
(166,111)
(14,021)
(5,500)
(20,129)
235,187
Carrying amount
At 31 December 2021
17,848
56,410
59
5,073
79,390
At 31 December 2022
17,848
48,668
42
6,800
73,358
Capitalised development cost additions during the year comprised of internal staff costs of €2,062k (2021: €1,708k)
and other internally generated additions of €2,449k (2021: €2,689k). Development costs have been capitalised in
accordance with IAS 38 Intangible Assets and are therefore not treated, for dividend purposes, as a realised loss.
Hostelworld continue to utilise affiliate contracts to generate revenue and continue to pay affiliate partner commissions.
Impairment review
The carrying value of the capitalised development costs balance at 31 December 2022 is €6,800k (2021: €5,073k).
Prior year impairment charge of €367k relates to an impairment of a specific project following a management decision
to cease ongoing investment.
The carrying value of the goodwill balance at 31 December 2022 is €17,848k (2021: €17,848k) and relates to an
investment in Hostelworld.com Limited by the Group in 2009. Goodwill, which has an indefinite useful life, is subject
to annual impairment testing, or more frequent testing if there are indicators of impairment. Following impairment
testing based on the assumptions below, no impairment was recognised for goodwill in the current or prior year.
The carrying value of the Group’s domain names and certain technology assets, referred to henceforth as ‘intellectual
property’ at 31 December 2022 is €48,668k (2021: €56,410k). Following impairment testing based on the
assumptions below, no impairment was recognised for the Group’s intellectual property in the current or prior year.
Cash generating units (CGUs) to which goodwill and intellectual property have been allocated represent the lowest
level at which the assets are monitored for internal reporting purposes. Goodwill has not been allocated across
CGUs as it is not possible to identify separate CGUs. The recoverable amount of goodwill and intellectual property
allocated to a CGU is determined based on a value in use computation, which represents the highest value
attributed to the assets. The key assumptions for calculating value in use of the CGUs are discount rates, growth
rates and cash flows. All three assumptions are based on the Group’s budgeting and forecasting process which
we describe in detail.
Group budgeting and forecasting assumptions used within impairment analysis
Our impairment reviews are based on the 2023 budget which has been prepared on a 12-month calendar basis, and
a further Board approved four-year outlook. Revenue and marketing costs projections, within Budget 2023, have
been developed by triangulating three different models, where each model output has helped to validate the others.
1.
Regional level forecasting reflecting an easing of the remaining travel restrictions in place. From 2020 through
2022 we can evidence a correlated increase in revenue when borders reopen. We have assumed a full recovery
to pre-pandemic booking levels in 2023 in our largest markets, with other markets taking longer. Forecasting at
a regional level allows us to forecast specific bed prices, booking models, geo mix and seasonality effectively
in our modelling;
2.
Channel mix between free and paid customers where assumptions are made based on volume of new customer
acquisitions, cost of customer acquisitions and anticipated bookings based on marketing spend;
3.
Modelling new and returning customers by using statistical models built using over 15 years of customer data.
This rich customer cohort data set enables us to model recurring revenue streams, with a high degree of
predictability. We layer in additional knowledge on new customer acquisition costs and expected economics
between free and paid customers.
Forecasting at this regional and channel level also allows us to adjust for bed price inflation and cost of living pressures.
These risks are somewhat mitigated as our target 18-34
-year-old population typically have the means and the flexibility
to travel, tending to view it as a ‘rite of passage’ rather than purely discretionary spend. Our strategy focuses on
customers connecting on a free platform that we provide, and hostels are a budget friendly option to travel.
We have assumed in Budget 2023 a modest contraction in our ABV year on year, provisioning for unit bed price
deflation versus 2022 and increased volume from Asian markets, where bed prices are lower. We have modelled
modest price inflation in our operating costs.
Within our four-year outlook we unwind the recovery of the remaining travel restrictions in place. We have modelled
our 2022 cancellation rate for each year (which we consider heightened due to the volume of flight cancellations
and disruption in 2022 and the impact of the Omicron variant in Q1 2022). Over the four-year period we have
assumed growth in revenue projections, beyond 2019 volumes. This is underpinned by an improved modernised
platform, a growth in return customer revenue volumes (which are statistically modelled), a growth in supply and
the development of our social strategy.
10. Intangible assets
continued
Consideration of climate related risks
Climate related risks can impact our business as a customer may not want to travel, a hostel may be forced to close,
or an area is not accessible. Revenue cashflows included in the budgeting process have captured, for example,
the impacts of adverse weather conditions experienced by the Group in 2022 as we model based on historic run
rates at a country and seasonal level. Any further decline in revenue growth rates which could impact the Group
are represented by a decline in revenue growth rates included in the sensitivity analysis below.
Discount rate applied
2022
2021
Pre-tax discount rate: Goodwill
16.89%
14.9%
Pre-tax discount rate: Intellectual Property
17.85%
15.57%
The pre-tax discount rates are based on the Group’s weighted average cost of capital, calculated using the Capital
Asset Pricing Model adjusted for the Group’s specific beta coefficient together with a country risk premium to take
account of the countries from where the CGU derives its cash flows.
Discount rates have increased year on year primarily driven by movement in government bond yields in 2022
which reflects market movements such as rising inflation and energy costs and global macro-economic factors
including the war in Ukraine.
Cash flows
The cash flow projections are based on a Board approved 2023 budget and further four-year outlook described
previously. In preparing the Board approved 2023 budget and further four-year outlook, management have based
projections on historical performance and recovery of regions from COVID-19, together with management’s
expectation of future trends, primarily the social strategy. Management have also considered the Group’s history
of earnings and core strategic initiatives including improving the competitiveness of our core OTA business and
platform modernisation.
Within cash flows management have also considered capital expenditure requirements to maintain the CGU’s
performance and profitability. Working capital requirements are forecast to move in line with activity.
Growth rates
Growth rates are assessed based on the Board approved 2023 budget and further four-year outlook. For goodwill
growth rates included in the 2023 budget and further four-year outlook ranged from 26% to 8% (2021: 220% to
8%). The high growth rate in earlier years reflects the Group’s continuing recovery from COVID-19 as the remaining
travel restrictions ease, with the Budget assuming 2023 is the first full year of recovery for our largest market
Europe. A terminal value of 2% (2021: 2%) growth into perpetuity was used to extrapolate cash flows beyond the
2023 budget and further four-year outlook. This growth rate does not exceed the long-term average growth rate
for the industry in which each CGU operates.
For intellectual property growth rates included beyond the 2023 budget and further four-year outlook ranged from
6% to 2% (2021: 6% to 3%), as the Group expects growth in revenues beyond 2019 volumes underpinned by an
improved modernised platform, a growth in return customer revenue volumes (which we can statistically model),
a growth in supply and the development of our social strategy.
Sensitivity analysis
The key assumptions underlying the impairment reviews are set out above. Sensitivity analysis has been conducted
in respect of goodwill and intellectual property using the following sensitivity assumptions: a 2% increase in the
discount rate; 10% decline in revenue in each year of the Board approved 2023 budget and further four-year
outlook and nil terminal value growth. Under each scenario no impairment was identified.
Sensitivity analysis has been completed on key assumptions in isolation and in combination, and the headroom
included is significant. The key assumptions are discount factor, long term growth rates and growth rates for each
of the Board approved 2023 budget and further four-year outlook.
From our sensitivity analysis we identified that goodwill would need to have nil terminal value growth and an increase
in discount rate of 8% to be considered impaired. In addition, for our intellectual property to be considered impaired,
cashflows would need to stay at 2023 levels (no growth rates apply from 2023 over the remaining useful life to
2033) and the discount rate would need to increase by 1% to be considered impaired. Management consider both of
these scenarios unlikely.
11. Property, plant and equipment
The table below shows the movements in property, plant and equipment for the year:
Right-of-Use
Assets (Leasehold
Property)
Leasehold
Property
Improvements
Fixtures &
Equipment
Computer
Equipment
Total
€’000
€’000
€’000
€’000
€’000
Cost
Balance at 1 January 2021
5,374
1,566
654
3,486
11,080
Additions
116
75
191
Disposals
(5,036)
(1,034)
(470)
(3,309)
(9,849)
Balance at 31 December 2021
454
532
184
252
1,422
Additions
1,396
196
1,592
Disposals
(573)
(26)
(3)
(602)
Balance at 31 December 2022
1,277
532
158
445
2,412
Accumulated depreciation
Balance at 1 January 2021
(2,087)
(893)
(504)
(3,116)
(6,600)
Charge for year
(960)
(186)
(60)
(313)
(1,519)
Disposals
2,665
612
413
3,296
6,986
Foreign exchange
4
4
Balance at 31 December 2021
(378)
(467)
(151)
(133)
(1,129)
Charge for year
(791)
(62)
(20)
(95)
(968)
Disposals
390
26
2
418
Foreign exchange
2
2
Balance at 31 December 2022
(777)
(529)
(145)
(226)
(1,677)
Carrying amount
At 31 December 2021
76
65
33
119
293
At 31 December 2022
500
3
13
219
735
Right-of-use assets relate to the Group’s lease commitments for office space in Ireland, Portugal and China. In
August 2021 the Group exited their long-term lease commitments for its Dublin and London offices. In the current
year the Group entered into new lease agreements in Dublin, London, Portugal and China. Further detail is included
in note 14. For the remaining leases the average lease term of leases entered at 31 December 2022 is less than 1
year (2021: less than one year). The maturity analysis of lease liabilities is presented in note 14.
12. Deferred taxation
The following are the major deferred taxation assets recognised by the Group and movements thereon during the
current and prior reporting year. Deferred tax assets primarily relating to temporary differences between the carrying
value of intangible assets and their tax base. The Group does not have any deferred tax liabilities (2021: €nil).
2022
2021
€’000
€’000
Opening balance
8,352
7,596
Credited to the consolidated income statement
822
756
Closing balance
9,174
8,352
The deferred tax credit for the year ended 31 December 2022 of €822k (2021: €756k) relates to a deferred tax asset
created in the current year for capital allowances not utilised and available for future offset. Deferred tax is determined
using tax rates and laws enacted or substantively enacted by the reporting date. The total tax charge in future periods
will be affected by any changes to the applicable tax rates in force in jurisdictions in which the Group operates and
other relevant changes in tax legislation.
Deferred tax assets are recognised to the extent that it is probable that future taxable profits will be available against
which any unused tax losses and unused tax credits can be utilised. Further detail is included within note 2 to the
financial statements.
13. Investment in associate
2022
2021
€’000
€’000
Opening balance
1,186
2,349
Share of results of associate
(206)
(225)
Capital reduction
(938)
Closing balance
980
1,186
The Group holds an investment in Goki Pty Limited, an Australian resident company. Goki Pty Limited’s principal activity
is software development and principal place of business is Australia. The investment in an associate is accounted
for using the equity method.
When the initial investment was made the Group had significant influence but not control over the entity, due to the
nature of its voting rights. The Group controlled 49% of the voting rights and was entitled to appoint 50% or more
of the total number of Directors to the Board.
On 7 July 2021 the directors of Goki PTY Limited approved a reduction in the investment held by Hostelworld.com
Limited in the company. The shareholding was reduced from 49% to 31.5% through means of a capital reduction.
Hostelworld.com Limited retains one Board seat, out of four, and continues to exert significant influence over the
company. Hostelworld.com Limited will continue to account for Goki PTY Limited as an associate.
The original purchase consideration for the investment in Goki PTY Limited was USD 3,000k. Following the completion
of the reduction in investment total purchase consideration reduced to USD 1,890k. Final payment of €345k deferred
consideration was made in 2021.
In 2022 and 2021 the Group share of results of the associate was a loss as Goki PTY Limited is a start-up company.
An impairment review was performed by management and no impairment was identified.
Summarised financial information in respect of Goki Pty Limited is set out below. This represents the amounts in
Goki Pty Limited’s financial statements prepared in accordance with IFRSs.
Statement of financial position of Goki Pty Limited as at 31 December 2022:
2022
2021
€’000
€’000
Non-current assets
8
7
Current assets
825
354
Current liabilities
(1,197)
(70)
Equity attributable to owners of the company
(364)
291
Income statement of Goki Pty Limited for the year ended 31 December 2022:
2022
2021
€’000
€’000
Revenue
942
430
Loss after tax
(654)
(502)
Other comprehensive income attributable to the owners of the company
Total comprehensive loss
(654)
(502)
Group share of results of associate
(206)
(225)
*
*
Relates to Group share of results of associate of 49% from 1 Jan until 7 July 2021 and 31.5% from 7 July 2021 to 31 December 2021.
Reconciliation of the above summarised financial information to the carrying amount of the Group’s interest in Goki
Pty Limited recognised in the consolidated financial statements:
2022
2021
€’000
€’000
Net assets of Goki Pty Limited
(364)
291
Proportion of the Group’s ownership interest in the associate
31.5%
31.5%
Group share of net assets
(114)
92
Goodwill and transaction costs
1,930
1,930
Other adjustments
(836)
(836)
Carrying amount of the Group’s interest in associate
980
1,186
Other adjustments relate to the elimination of the Group’s 31.5% (2021: 31.5%) equity investment within the net assets
of Goki Pty Limited and amounts to 31.5% (2021: 31.5%) of the share capital of Goki PTY Limited.
Commitment to extend loan to associate
Under the terms of the original shareholder purchase agreement, there was a USD 500k loan facility option available
to Goki Pty Limited by the Group until July 2022. The loan facility was not extended and on 7 July 2021 was not
included as part of the revised shareholder’s agreement.
Convertible loan note
On 31 May 2022 Goki Pty Limited entered into a USD$ 1m convertible note subscription deed with an Australian
special purpose vehicle (SPV). It is unsecured, has a 2-year maturity date, and does not bear interest. It is convertible
to 10% of the ordinary shareholding of Goki Pty Limited any time until its maturity, at the discretion of either party.
If the noteholder converts to ordinary share of Goki Pty Limited, it would result in the Group’s shareholding
reducing to 28.6%.
14. Lease liabilities
Lease liabilities relate to the Group’s lease commitments for office space in Ireland, Portugal, UK and China.
The movement in the Group’s right-of-use assets during the period is set out in note 11. The movement in the Group’s
lease liabilities during the period is as follows:
2022
2021
€’000
€’000
Opening lease liability
86
4,295
Additions
1,215
82
Remeasurement
(46)
Modification
227
33
Disposals
(183)
(3,164)
Payments
(751)
(1,238)
Lease interest expense
31
102
Payment of lease interest expense
(31)
(102)
Foreign exchange differences on lease payments
(1)
78
Closing lease liability
547
86
Total lease payments included in the cash flow amount to €752k (2021: €1,160k) relating to lease payments and
related foreign exchange differences on lease payments. There is a clear payment schedule associated with our
lease liabilities and based on our cash flow forecasts the Group does not face any significant liquidity risk with
regards to its lease liabilities.
The maturity analysis of these lease liabilities is as follows:
2022
2021
€’000
€’000
Maturity analysis
Within one year
558
85
Between one and five years
Over 5 years
Less unearned interest
(11)
1
Total
547
86
These liabilities are classified in the consolidated statement of financial position as:
2022
2021
€’000
€’000
Non-current lease liabilities
Current lease liabilities
547
86
Total
547
86
The Group has used the following practical expedients permitted by the standard on transition and at each reporting
date – the use of a single discount rate to a portfolio of leases with reasonably similar characteristics, the accounting
for operating leases with a remaining lease term of less than 12 months as at 1 January 2020 as short-term leases
and the use of hindsight in determining the lease term where the contract contains options to extend or terminate
the lease. The Group has elected not to reassess whether a contract is or contains a lease at the date of initial
application. Instead, for contracts entered into before the transition date the Group relied on its assessment made
applying IAS 17 and IFRIC 4 ‘Determining whether an Arrangement contains a Lease’
.
Amounts recognised in consolidated income statement:
2022
2021
€’000
€’000
Net profit on disposal of leases
(1)
(793)
Depreciation expense on right-of-use assets
791
958
Interest expense on lease liabilities
31
102
Expense relating to short term leases
321
429
Total
1,142
696
At 31 December 2022, the Group is not committed to any short-term leases (2021: €103k). Total cash outflow for
short term amounted to €134k during 2022 (2021: €549k) and are included within operating cashflows.
15. Trade and other receivables
2022
2021
€’000
€’000
Amounts falling due within one year
Trade receivables
611
220
Prepayments and other receivables
1,265
978
Value added tax
1,370
804
Total
3,246
2,002
Due to their short-term nature, the carrying value of trade and other receivables is deemed to be their fair value.
Trade receivables are non-interest bearing and trade receivable days are 5 days (2021: 5 days).
Trade receivables primarily relates to VAT to be recovered from Irish hostels and amounts due from the Group’s
payment processing agents, which are due for maturity within 5 days. The Group always recognises lifetime expected
credit losses (ECLs) for trade receivables estimated using a provision matrix based on the Group’s historical credit
loss experience including an assessment of the volume of debt recovered from aged COVID-19 volumes, adjusted
for factors that are specific to the debtors, general economic conditions and an assessment of both the current as
well as the forecast direction of conditions at the reporting date, including time value of money where appropriate.
Movement in the expected credit loss for trade receivables is as follows:
2022
2021
€’000
€’000
At the beginning of the year
65
194
Decrease in loss allowance recognised during the year
(18)
(129)
At the end of the year
47
65
The net movement in the expected credit loss has been disclosed in the consolidated income statement.
16. Cash and cash equivalents
2022
2021
€’000
€’000
Non-current assets
Cash and cash equivalents
750
750
*
Total
750
750
Current assets
Cash and cash equivalents
18,212
24,517
*
Total
18,212
24,517
*
Upon review of the April 2022 IFRIC Agenda item “Demand Deposits with Restrictions on Use arising from a Contract with a Third Party (IAS 7 Statement
of Cash Flows)—Agenda Paper 3” the Group has changed the presentation of cash and cash equivalents which are not available for use for the period
ended 31 December 2022. The amount of €750k, which relates to a rental guarantee in place, has been classified in non-current assets as the guarantee
is in place for a period of longer than 12 months after balance sheet date. As the amount is held in a bank account which can be accessed by the Group
the amount has been disclosed as a cash and cash equivalent.
Balance of cash and cash equivalents comprise cash and short-term bank deposits only.
17. Share capital
No of shares
of €0.01 each
Ordinary
shares
Share
premium
Total
(Thousands)
€’000
€’000
€’000
At 1 January 2021 and 31 December 2021
116,321
1,163
14,328
15,491
Share issue – 22 February 2022
1,184
12
12
Share issue – 30 September 2022
6
-
At 31 December 2022
117,511
1,175
14,328
15,503
The Group has one class of ordinary shares which carries no right to fixed income. The share capital of the Group
is represented by the share capital of the parent Company, Hostelworld Group plc. All the Company’s shares are
allotted, called up, fully paid and quoted on the London Stock Exchange and Euronext Dublin.
On 19 February 2021, the Group agreed to issue warrants of 3,315,153 ordinary shares of €0.01 each in the capital
of Hostelworld (equivalent to 2.85% of Hostelworld’s issued share capital at the time of warrants issue). As at
31 December 2022 no warrants had been exercised. Further detail is included within note 20.
On 22 February 2022, the company issued 1,184,211 shares to satisfy restricted share awards granted by the Company
at a value €0.01 per share.
On 30 September 2022, the company issued 6,070 shares in relation to the 2019 SAYE at a value of €0.01 per share.
18. Other reserves
The analysis of movement in reserves is shown in the statement of changes in equity.
Reconciliation and movement of amounts included in other reserves are set out below:
Foreign currency
translation
reserve (a)
Share based
payment
reserve (b)
Warrant
reserve (c)
Total other
reserves
Notes
€’000
€’000
€’000
€’000
Balance at 1 January 2021
8
1,210
1,218
Exchange differences on translation
of foreign operations
32
32
Issue of warrants
20
3,073
3,073
Credit to equity for equity settled
share-based payments
2,152
2,152
Balance at 31 December 2021
40
3,362
3,073
6,475
Exchange differences on translation
of foreign operations
(11)
(11)
Transfer of exercised and
expired share-based awards
(2,431)
(2,431)
Credit to equity for equity settled
share-based payments
2,399
2,399
Balance at 31 December 2022
29
3,330
3,073
6,432
(a) Foreign currency translation reserve
The foreign currency reserve reflects the foreign exchange gains and losses arising from the translation of the Group’s
net investment in foreign operations.
(b) Share-based payment reserve
The share-based payment reserve reflects the equity settled share-based payment plans in operation by the Group
(note 22).
(c) Warrant reserve
The warrant reserve relates to the warrants exercisable with HPS Investment Partners LLC (or subsidiaries or affiliates
thereof) (note 20
).
19. Trade and other payables
2022
2021
€’000
€’000
Non-current liabilities
Payroll taxes
9,438
8,049
Total
9,438
8,049
The Group has availed of the Irish Revenue tax warehousing scheme and deferred payment on all Irish employer
taxes arising during the period from February 2021 to March 2022. Total amount warehoused at 31 December 2022
amounted to €9,438k (2021: €8,049k). The Group continues to liaise with Irish Revenue on the matter and comply with
all appropriate guidelines applicable. At 31 December 2022 amounts warehoused are recognised as non-current
reflecting the intention and unconditional right not to repay balance within 12 months. The Group have agreed
with the Irish Revenue to commence a repayment schedule in April 2024.
2022
2021
€’000
€’000
Current liabilities
Trade payables
3,944
5,425
Accruals and other payables
5,136
6,113
Deferred revenue
3,201
1,036
Payroll taxes
582
221
Total
12,863
12,795
At 31 December 2022, €3,005k of revenue was deferred relating to free cancellation bookings (2021: €1,020k), €178k
was deferred relating to featured listings (2021: €16k) and €18k was deferred relating to Roamies (2021: €nil).
Included in accruals and other payables is a credit provision amounting to €150k (2021: €1,300k) for vouchers and
incentives to customers for use on future bookings reflecting the expected value attached to vouchers. Reduction
year on year relates to utilisation rates which materialised during 2022 where a reduced cohort of customers used their
vouchers than what the Group have historically experienced and takes account of a large volume of vouchers expiring
in Q1 2023 for customers who obtained a voucher instead of a refund during COVID-19. There is uncertainty on
the value of the credit provision given it is based on the probability that a customer will use their voucher. The
provision has not been discounted.
Also included in accruals and other payables is an amount of €1,778k (2021: €2,017k) relating to customers who have
cancelled their free cancellation booking but have not yet been refunded.
The average credit period for the Group in respect of trade payables is 20 days (2021: 54 days). The Directors consider
that the carrying amount of trade and other payables is deemed to be to their fair value.
Unpaid pension contributions at 31 December 2022 amounted to €64k (2021: Nil), which were paid in full in
January 2023.
20. Borrowings
2022
2021
€’000
€’000
Opening Balance
28,209
1,164
Received on Drawdown
28,800
Repayments
(1,164)
Loan issuance costs – issue of warrants
(3,073)
Transaction costs relating to borrowings
(862)
Finance costs
4,243
3,344
Finance interest paid
(1,339)
Total
31,113
28,209
On 19 February 2021 the Group signed a €30m five-year term loan facility with certain investment funds and accounts
of HPS Investment Partners LLC (or subsidiaries or affiliates thereof). The facility is single drawdown and bears
interest at a margin of 9.0% per annum over EURIBOR (with a EURIBOR floor of 0.25% per annum). In the first year
following drawdown, all interest was rolled up and capitalised. Between the first and third anniversaries of drawdown,
Hostelworld elected to capitalise 4.0% per annum of the accruing interest with the balance of the interest during
that period (and all interest accruing after the third anniversary of drawdown) being cash pay.
The facility agreement includes the following financial covenants: (1) adjusted net leverage (Hostelworld has to ensure
that total net debt is no more than 3.0 x adjusted EBITDA from 31 December 2023 to 30 September 2024, and no more
than 2.5 x adjusted EBITDA from 31 December 2024 onwards); and (2
) minimum liquidity (Hostelworld has to ensure
that at close of business on the last business day of each month until it is testing the adjusted net leverage ratios
there is free cash in members of the Group which have guaranteed repayment of the facility of at least €6.0 million).
The lenders have the right to require repayment of the facility if Hostelworld is subject to a change in control and
Hostelworld has the option to repay the facility early. If the facility is repaid for any reason within the first four years
of its term a prepayment fee is payable as follows: if repayment is made (1) in the first two years after drawdown then
all interest from the date of repayment to the second anniversary of drawdown is due, plus a 2% fee of the amount
repaid, (2) between the second and the third anniversary of drawdown the fee is 2% of the amount repaid and
(3) between the third and fourth anniversary of drawdown the fee is 1% of the amount repaid.
Hostelworld and its principal trading subsidiaries will guarantee repayment of the facility and amounts payable under
it and provide the lenders with a customary security package over their assets. Cash dividends to shareholders are
permitted provided total net debt is below 2.0 x adjusted EBITDA, no events of default are ongoing and the above
stated minimum liquidity covenant will be complied with after taking into account the proposed dividends. The Group
is required to fund any new acquisitions through new equity and/or through a maximum of 50% of retained excess
cashflow. Any acquisition by the Group of the remaining shareholdings in Goki PTY Limited and Counter App Limited
is required to be funded from cash on the balance sheet.
An amount of €28.8m was received on 23 February 2021, net of original issue discount.
Issue of warrants:
In connection with the facility, Hostelworld has agreed to issue warrants over 3,315,153 ordinary shares of €0.01 each
in the capital of Hostelworld (equivalent to 2.85% of Hostelworld’s current issued share capital at the time of issue
of the warrants) to the lender. The warrants may be exercised at any time during the term of the loan and for a
twelve-month period following its scheduled termination at an exercise price of €0.01 per ordinary share. Shares
issued will be the same class and carry the same rights as existing shares. An amount of €3,073k was recorded for
the initial recognition of the warrants calculated on the basis of the market price of the shares on the date of the
agreement 19 February 2021 of €3,106,538 minus the subscription price of €33,152 (3,315,153 X €0.01). No warrants
have been exercised as at 31 December 2022.
20. Borrowings
continued
The Group had the following borrowing facilities in place in 2021:
1.
A ‘Prompt Pay’ which was a short-term invoice financing facility with Allied Irish Banks PLC. An amount of €3,454k
was drawn down in 2020. Terms attached to the facility was that Hostelworld.com Limited must ensure it maintains
a cash balance of no less than €8.67m for the period ending 30 September 2020, €5.75m for the period ending
31 December 2020 and €1.42m for the period ending 31 March 2021. On 26 January 2021 the amount owing on
the facility was repaid in full and the facility is no longer available to the Group.
2.
A three-year revolving credit facility for €7m with the Governor and Company of the Bank of Ireland to assist with
the investing and development needs of the business. No amounts were ever drawn down on this facility. On
10 February 2021 the Group signed a deed of release exiting the undrawn facility in place. Covenants attached to
the facility as follows: Hostelworld.com Limited was to retain minimum cash balances of 20% of drawn facilities
and the revolving credit facility was required to return to credit 20 days per annum. Hostelworld.com Limited were
also required to maintain a minimum tangible net worth of not less than €90m.
Borrowings are classified in the consolidated statement of financial position as:
2022
2021
€’000
€’000
Non-current borrowings
30,869
28,209
Current borrowings
244
Total
31,113
28,209
Change in liabilities arising from financing activities:
Lease liabilities
(note 14)
Borrowings
Deferred
consideration
(note 13)
Total debt
€’000
€’000
€’000
€’000
At 1 January 2021
(4,295)
(1,164)
(1,266)
(6,725)
Financing cash flows
1,262
(26,774)
345
(25,167)
Interest paid (operating activities)
102
102
Other non-cash movements
2,845
(271)
921
3,495
Balance at 31 December 2021
(86)
(28,209)
(28,295)
Financing cash flows
783
783
Interest paid (operating activities)
31
1,339
1,370
Other non-cash movements
(1,275)
(4,243)
(5,518)
Balance at 31 December 2022
(547)
(31,113)
(31,660)
Other non-cash movements for lease liabilities in 2022 and 2021 relate to additions, disposals, a modification and a
lease term remeasurement as included in note 14. Other non-cash movements for borrowings relate to finance costs
incurred and capitalised on the term loan facility (2021: the issuance costs for warrants related to borrowings).
Other non-cash movements for deferred consideration is nil in the current year (2021: relates to capital reduction
as detailed in note 13 and revaluation of deferred consideration).
21. Contingencies
In the normal course of business, the Group may be subject to indirect taxes on its services in certain foreign
jurisdictions. The Directors perform ongoing reviews of potential indirect taxes in these jurisdictions. Although the
outcome of these reviews and any potential liability is uncertain, no provision has been made in relation to these
taxes as the Directors believe that it is not probable that a material liability will arise.
22. Share based payments
Overall, the Group recognised an expense of €2,396k (2021: €2,162k) relating to equity settled share-based payment
transactions in the consolidated income statement during the year. €678k (2021: €719k) relates to Long Term
Incentive Plan (LTIP) scheme, €1,697k (2021: €1,392k
) is in relation to the Group’s Restricted Share awards (RSU
)
scheme, and €21k (2021: €51k) in relation to the Save As You Earn (SAYE
) scheme. All schemes are accounted for
as equity settled in the financial statements.
Long Term Incentive Plan (LTIP) scheme
The Group operate a Long-Term Incentive Plan for executive Directors and selected management. There were no
LTIP schemes created in 2022.
In 2021, there was one invitation made to executive directors and selected management to participate in the Group’s
long-term incentive plan (LTIP). 2,336,885 nil cost options were granted, and these options will vest on 26 April 2024
subject to meeting performance conditions based on the Company's adjusted EBITDA over a three-year period,
Counter App revenue generated based on a target in 2023 and customer acquisition value targets to be met in 2023.
No amendments were made to the performance conditions in 2021, but the target for each performance condition was
amended. By late 2021, it was clear that the business environment had changed materially since the start of the year,
when the targets for the 2021 award had originally been set. In particular the emergence of the Omicron COVID-19
variant at the end of 2021 significantly increased the level of uncertainty around the pace of the post-pandemic
recovery. It also proved very difficult to predict likely customer behaviour in such an environment. Based on the revised
company projections, the targets were amended to align to what was originally set as being achieved in 2021. As
such we have deemed no additional benefit was given to employees and therefore we have not adjusted the fair
value of the shares following the amendment. Further detail is set out within the Remuneration Committee report
on pages 121 and 122.
For the 2020 scheme vesting conditions are dependent on the Adjusted Earnings per Share (EPS) performance
and Total Shareholder Return (TSR) of the Group over a three-year period (the performance period
). Up to 25% of
the shares/options subject to an award will vest according to the Group’s adjusted EPS growth compared with
target during the performance period. Up to 75% of the shares/options subject to an invitation will vest according
to the Group’s TSR performance during the performance period measured against the TSR performance indicators
approved by the Remuneration Committee. There have been no amendments made to the 2020 scheme. Based
on a review of the LTIP 2020 performance conditions as at 31 December 2022 the EPS condition accounting for
25% will not vest. The TSR condition will be assessed based on the performance period in 2023.
The 2019 LTIP scheme did not vest.
22. Share based payments
continued
Details of the share options outstanding during the year are as follows:
2022
2021
No. of
share options
No. of
share options
Outstanding at beginning of year
4,741,475
3,919,734
Granted during the year
2,336,885
Forfeited or expired during the year
(494,129)
(1,515,144)
Exercised during the year
Vested during the year
Outstanding at the end of the year
4,247,346
4,741,475
Exercisable at the end of the year
2,421,646
For all schemes an award will lapse if a participant ceases to be an employee or an officer within the Group before
the vesting date and is not subject to good leaver provisions.
Included in the number of options forfeited in 2021, are 745,199 of the 2019 awards which did not meet the vesting
conditions based on performance conditions from 1 January 2019 to 31 December 2021.
If the conditions are met, the remaining awards will vest on the later of the 3 anniversary of the grant and the
determination of the performance condition and will then remain exercisable until the 7 anniversary of the date
of grant, provided the individual remains an employee or officer of the Group or is subject to good leaver provisions.
The measurement period for the 2020 and 2021 awards for performance conditions is over 3 years from 2 May
2020 to 1 May 2023 and from 27 April 2021 to 26 April 2024 respectively.
Share options under the LTIP scheme have an exercise price of £nil. The fair value, at the grant date, of the TSR-based
conditional awards was measured using a Monte Carlo simulation model.
Fair value of options granted during the year:
At the grant date, the fair value per conditional award and the assumptions used in the calculations are as follows:
April 2021
May 2020
Year of potential vesting
2024
2023
Number of share options granted
2,336,885
3,793,200
Share price at grant date
£1.00
£0.74
Exercise price per share option
£nil
£nil
Expected volatility of Company share price
n/a
51.86%
Expected life
3 years
3 years
Expected dividend yield
nil
6.06%
Risk free interest rate
n/a
0.08%
Weighted average fair value at grant date
£1.00
£0.49
Remaining weighted average life of options (years)
1.32
0.33
Expected volatility was determined based on the market performance of the Company over a period of 36 months
prior to the date of grant for all the 2020 and 2019 awards.
Market based vesting conditions, such as the TSR condition, have been taken into account in establishing the fair
value of equity instruments granted. Non-market-based performance conditions, such as the EPS conditions, were
not taken into account in establishing the fair value of equity instruments granted, however the number of equity
instruments included in the measurement of the transaction is adjusted so that the amount recognised is based
on the number of equity instruments that are expected to vest.
Restricted Share Awards (RSU) Scheme
In 2022 a new RSU award was granted. The 2022 share awards granted will vest after a three-year period. Vesting
will be dependent upon the participant being employed by the Group as of the vesting date and satisfactory
personal performance.
During 2021 the Company granted a RSU to selected employees in lieu of a cash bonus, including the executive
directors and members of the management team. In total 2,642,212 share awards were granted. 50% of the award
vested on 28 February 2022 and 1,184,211 shares were issued. The remaining 50% will vest on 28 February 2023.
Vesting will be dependent upon the participant being employed by the Group as of the vesting date and
satisfactory personal performance.
2022
2021
Outstanding at the beginning of the period
2,329,810
Granted during the year
3,339,084
2,642,212
Exercised during the year
(1,184,211)
Forfeited
(475,315)
(312,402)
Outstanding at the end of the period
4,009,368
2,329,810
Exercisable at the end of the period
1,005,746
1,274,081
Save As You Earn (SAYE) scheme
During the years ended 31 December 2022 and 2021, the Group did not approve the granting of any new SAYE scheme
following the withdrawal of Ulster Bank from the Irish market who were the only bank with an Irish banking licence
that accepted new accounts for Save As You Earn schemes.
Prior to 2021, a scheme was approved in 2019 and 2020. At 31 December 2022 members of the 2019 SAYE scheme
still had an option to exercise their shares, if they wished. The schemes last three years and employees may choose
to purchase shares at the end of the three-year period at the fixed discounted price set at the start. The share price
for the scheme has been set at a 20% discount for Irish and UK based employees in line with amounts permitted
under tax legislation in both jurisdictions.
Number of SAYE
share options granted
2022
2021
Outstanding at beginning of year
277,624
447,094
Granted during the year
11,541
Vested during the year
(6,070)
Forfeited during the year
(47,584)
(181,011)
Outstanding at end of year
223,970
277,624
Exercisable at the end of year
223,970
62,847
For all schemes an award will lapse if a participant ceases to be an employee or an officer within the Group before
the vesting date.
22. Share based payments
continued
At the grant date, the fair value for each SAYE award and the assumptions used in the calculations are as follows:
Scheme
UK office
Irish office
Grant date
August 2020
August 2020
Year of potential vesting
2023
2023
Share price at grant date
£0.63
€0.70
Exercise price per share option
£0.50
€0.56
Expected volatility of company share price
54.2%
54.2%
Expected life
3 years
3 years
Expected dividend yield
6.13%
6.13%
Risk free interest rate
–0.03%
–0.03%
Weighted average fair value at grant date
£0.20
€0.22
Valuation model
Black Scholes
Black Scholes
Expected volatility was determined in line with market performance of the Company for the 2020 scheme.
Cash settled share-based payments
During 2018, the Group issued to certain individuals share appreciation rights (SARs), in the form of Phantom Shares
that require the Group to pay the intrinsic value of the SAR at the date of exercise. The Group has recorded liabilities
of €62k and a corresponding expense of €62k in relation to these SARs as at 31 December 2022 (2021: €26k). Where
relevant the fair value of these SARs was determined by using the same inputs as used for the RSU share awards.
23. Related party transactions
Balances and transactions between the Company and its subsidiaries, which are related parties, have been eliminated
on consolidation and are not disclosed in this note.
Directors’ remuneration
2022
2021
€’000
€’000
Salaries, fees, bonuses and benefits in kind
1,130
1,076
Amounts receivable under long-term incentive schemes
277
257
Termination benefits
Other remuneration
623
402
Pension contributions
65
61
Total
2,095
1,796
Retirement benefit charges arise from pension payments relating to 2 Executive Directors (2021: 2). Other remuneration
of €623k relates to share-based payment expense in respect of the Restricted Share awards (RSU) scheme operated
in 2021 (2021: €402k).
Key management personnel
The Group’s key management comprise the Board of Directors and senior management having authority and
responsibility for planning, directing and controlling the activities of the Group.
2022
2021
€’000
€’000
Short term benefits
2,568
2,608
Share based payments charge
1,877
1,450
Termination benefits
200
593
Post-employment benefits
134
152
Total
4,779
4,803
24. Subsidiaries and associates
Subsidiaries
The following is a list of the Company’s current investments in subsidiaries, including the name, country of incorporation,
and proportion of ownership interest:
Company
Holding
Nature of Business
Registered Office
Hostelworld.com Limited
196 Ordinary shares @ €1
100%
*
Technology trading company
Charlemont Exchange
Charlemont St
Dublin
D02 VN88
Ireland
Hostelworld Services Portugal LDA
500 Ordinary shares @ €1
100%
Marketing and research
and development
services company
Rua Antònio Nicolau D’Almeid
45, 5 Floor
4100-320 Oporto
Portugal
Hostelworld Business Consulting
(Shanghai) Co., Limited
**
100%
Business information
consulting and
marketing planning
Suite 304
Block 2
No.425 Yanping Road
Jing’an District
Shanghai China 200042
延平路
425
2
304
上海
,
中国
Hostelworld Services Limited
104,123 Ordinary shares @ £0.001
100%
*
Marketing services and
technology trading company
Floor 5
38 Chancery Lane
The Cursitor
London
WC2A 1EN
United Kingdom
*
Held directly by the Company
**
3 Million RMB contributed by Hostelworld.com Limited for 100% ownership of subsidiary
On 12 May 2022, a resolution was passed to liquidate Counter App Limited, a subsidiary of Hostelworld.com Limited.
The trade was transferred to another Group entity, Hostelworld.com Limited.
All subsidiaries have the same reporting date as the Company being 31 December.
24. Subsidiaries and associates
continued
Associates
The following details the Company’s current investment in associates, including the name, country of incorporation,
and proportion of ownership interest:
Company
Holding
Nature of Business
Registered Office
Goki Pty Limited
49%/31.5%
*
Technology company
477 Kent St,
Sydney
NSW 2000,
Australia
*
49% up until 7 July 2021
On 7 July 2021 the directors of Goki PTY Limited approved a reduction in the investment held by Hostelworld.com
Limited in the company. The shareholding was reduced from 49% to 31.5% through means of a capital reduction.
25. Financial risk management
Financial risk factors
The Directors manage the Group’s capital, consisting of both debt and equity, to ensure that the Group will be able
to continue as a going concern while also maximising the return to stakeholders. As part of this process, the Directors
review financial risks such as liquidity risk, credit risk, foreign exchange risk and interest rate risk regularly.
Liquidity risk
Cash flow forecasting is monitored by rolling forecasts of the Group’s liquidity requirements to ensure it has sufficient
cash to meet operational needs while not breaching any covenants that the Group adheres to. Such forecasting takes
into consideration the Group’s debt financing plans. There have been no new financing arrangements entered into
in the current year. The Group will look to refinance the term-loan facility in 2023, to reduce interest rate costs.
There have been no significant developments in this respect after the balance sheet date.
The Group’s policy is to ensure that it has sufficient long-term funding in place to meet its payment obligations and
complies with covenants. The risk is managed centrally by the Group and reviewed by the Board on a regular basis.
The table below analyses the Group’s financial liabilities into relevant maturity groupings based on the remaining
period at the reporting date to the contractual maturity date. The Group had no derivative financial liabilities in the
current or prior year. The amounts disclosed in the table are the contractual undiscounted cash flows.
2022
2021
€’000
€’000
Up to 1 year
Borrowings
244
Trade and other payables
12,131
11,274
Total up to 1 year
12,375
11,274
2022
2021
€’000
€’000
Between 2 and 5 years
Borrowings
34,066
32,453
Total between 2 and 5 years
34,066
32,453
Total
46,441
43,727
Interest rate risk
The principal aim of managing interest rate risk is to limit the adverse impact on cash flows of movements in interest
rates. Cash requirements are managed centrally by the Group. The Group only has one debt facility in place with
HPS where the Group is charged 9.0% per annum over Euribor (with a Euribor floor of 0.25% per annum).
The Group’s current models include the most up to date forecasted EURIBOR rates from two leading Irish banks.
As at 31 December, we have performed a sensitivity analysis taking into account these forecasted rates. We have
considered a further 2% increase in Euribor rates which would result in a €2.2m impact on the Income Statement,
over the duration of the tenure from the balance sheet date, with respect to the interest charge on HPS debt facility.
Credit risk and foreign exchange risk
Credit risk refers to the risk of financial loss to the Group if a counterparty defaults on its contractual obligations on
financial assets held on the Statement of Financial Position.
The Directors monitor the credit risk associated with trade receivables and cash and cash equivalent balances on an
on-going basis. The Group’s trade receivable balances primarily relate to VAT receivable balances from Irish hostels
and amounts due from the Group’s payment processing agents. Amounts due from the Group’s payment processing
agent are due for maturity within 5 days. Accordingly, the associated credit risk is determined to be low. These trade
receivable balances, which consist of euro, US dollar and Sterling amounts, are settled within a relatively short period
of time, which reduces any potential foreign exchange exposure risk.
The aged analysis of trade receivables for the year ended 31 December 2022 and 31 December 2021 is summarised
in the table below.
2022
2021
€’000
€’000
Receivable within 1 month of the balance sheet date
552
178
Receivable between 1 and 3 months of the balance sheet date
18
35
Receivable greater than 3 months of the balance sheet date
41
7
Total trade receivables
611
220
The figures disclosed above are stated net of allowances for impairment
At 31 December 2022 and 2021, all material cash balances are held with banks with a minimum credit rating of BBB-,
as assigned by international credit rating agencies. As a result, the credit risk on cash balances is limited. The carrying
value of trade receivables, trade payables and cash and cash equivalents is a reasonable approximation of their
fair value. The Group does not enter into or trade financial instruments, including derivative financial instruments,
for speculative purposes.
The Board considers capital to comprise of long-term debt as disclosed in note 20 and equity as disclosed in note 17.
The Directors’ objectives when managing capital are to safeguard the Group’s 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, the Directors may adjust
the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets. In 2022
and 2021 cash dividends were suspended while the Group continues to recover following the impact of COVID-19.
The Group will ensure it retains sufficient reserves to manage its day to day cash requirements, including capital
expenditure requirements, whilst ensuring appropriate dividends are distributed to shareholders.
26. Dividends
There are no cash dividends in 2022 or 2021. Future cash dividend payments will be subject to the Group generating
profit after tax, the Group’s cash position, any restrictions in the Group’s banking facilities and subject to compliance
with Companies Act 2006 requirements regarding ensuring sufficiency of distributable reserves at the time of paying
the dividend.
27. Parent company exemption
The Company has taken advantage of the exemption provided under section 408 of the Companies Act 2006 not
to publish its individual income statement and related notes.
28. Events after the Balance Sheet date
There are no significant events after the balance sheet date.
Company Statement of Financial Position
as at 31 December 2022
2022
2021
Notes
€’000
€’000
Non-current assets
Investments
32
49,030
48,523
Trade and other receivables
33
113,449
112,202
162,479
160,725
Current assets
Trade and other receivables
33
280
292
Cash and cash equivalents
1,120
1,154
1,400
1,446
Total assets
163,879
162,171
Equity
Share capital
17
1,175
1,163
Share premium account
17
14,328
14,328
Other reserves
6,429
6,449
Retained earnings
141,082
139,166
Total equity attributable to equity holders of the parent
163,014
161,106
Current liabilities
Trade and other payables
34
748
1,065
Corporation tax liability
90
Payroll taxes
27
Total liabilities
865
1,065
Total equity and liabilities
163,879
162,171
The Company reported a loss for the financial year ended 31 December 2022 of €515k (2021: €14,092k loss).
The financial statements of Hostelworld Group plc were approved by the Board of Directors and authorised for issue
on 21 March 2023 and signed on its behalf by:
Gary Morrison
Caroline Sherry
Chief Executive Officer
Chief Financial Officer
Hostelworld Group plc registration number 9818705 (England and Wales)
Company Statement of Changes In Equity
for the year ended 31 December 2022
Share
capital
Share premium
account
Retained
earnings
Other
reserves
Total
Notes
€’000
€’000
€’000
€’000
€’000
As at 1 January 2021
1,163
14,328
153,258
1,227
169,976
Total comprehensive income
for the year
(14,092)
(14,092)
Issue of warrants
20
3,073
3,073
Credit to equity for equity settled
share-based payments
2,149
2,149
As at 31 December 2021
1,163
14,328
139,166
6,449
161,106
Total comprehensive income
for the year
(515)
(515)
Issue of shares
12
12
Transfer of exercised and
expired share option awards
2,431
(2,431)
Credit to equity for equity settled
share-based payments
2,411
2,411
As at 31 December 2022
1,175
14,328
141,082
6,429
163,014
Notes to the Company Financial Statements
for the year ended 31 December 2022
29. Accounting policies
The significant accounting policies adopted by the Company are as follows:
Basis of preparation
The separate financial statements are presented as required by the Companies Act 2006. The Company meets the
definition of a qualifying entity under FRS 100 (Financial Reporting Standard 100) Application of Financial Reporting
Requirements issued by the Financial Reporting Council. The financial statements have therefore been prepared in
accordance with FRS 101 (Financial Reporting Standard 101) ‘Reduced Disclosure Framework’ as issued by the
Financial Reporting Council.
As permitted by FRS 101, the Company has taken advantage of the disclosure exemptions available under that standard
in relation to financial instruments, fair value measurements, capital management, presentation of comparative
information in respect of certain assets, presentation of a cash flow statement, standards not yet effective, financial
risk management, impairment of assets, share based payments, business combinations, related party transactions
and where required, equivalent disclosures are given in the consolidated financial statements. Significant accounting
policies specifically applicable to these individual Company financial statements and which are not reflected within
the accounting policies for the Group consolidated financial statements are detailed below.
The financial statements are prepared on the historical cost basis.
Investments in subsidiaries
Investments in subsidiary undertakings are stated at cost less any allowance for impairment.
Financial instruments
Financial assets and financial liabilities are recognised in the Company’s statement of financial position when the
Company becomes a party to the contractual provisions of the instrument.
Financial assets and liabilities are initially measured at fair value plus transaction costs, except for those classified
as fair value through profit or loss, which are initially measured at fair value. The fair value of financial assets and
liabilities denominated in a foreign currency is determined in that foreign currency and translated at the spot rate
at the end of the reporting period.
Financial assets
Amounts due from subsidiary undertakings are stated initially at their fair value and subsequently at amortised cost,
less any expected credit loss. The Company recognises expected credit losses (ECLs) for amounts due from
subsidiary undertakings estimated using a provision matrix based on the Company’s historical credit loss experience,
adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both
the current as well as the forecast direction of conditions at the reporting date, including time value of money
where appropriate.
If the credit risk on the financial instrument has not increased significantly since initial recognition, the Company
measures the loss allowance for that financial instrument at an amount equal to 12-month ECL. 12-month ECL
represents the portion of lifetime ECL that is expected to result from default events on a financial instrument that
are possible within 12 months after the reporting date.
Dividends
Final dividends are recorded in the Group’s financial statements in the period in which they are approved by the
Company’s shareholders. Interim dividends are recorded in the period in which they are paid.
Details of interim and final dividends are disclosed in note 26 to the consolidated financial statements.
Critical accounting judgments and key sources of estimation uncertainty
The preparation of financial statements in conformity with FRS 101 (as issued by the FRC) requires management to
make judgements (other than those involving estimations) that have a significant impact on the amounts recognised
and to make estimates and assumptions that affect the application of accounting policies and reported amounts of
assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical
experience and various other factors that are believed to be reasonable under the circumstances, the results of which
form the basis of making judgements about carrying values of assets and liabilities that are not readily apparent from
other sources. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed
on an ongoing basis. Revisions to accounting estimates are recognised in the year in which the estimate is revised
if the revision affects only that year, or in the year of the revision and future years if the revision affects both current
and future years.
There were no critical judgements applied in the preparation of the Company financial statements apart from those
involving estimations.
The key assumptions concerning the future, and other key sources of estimation uncertainty at the reporting period
that may have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities
within the next financial year, are discussed below.
Carrying value of investments in subsidiaries
Investments in subsidiaries are held at cost less any allowance for impairment. The Company assesses investments
for impairment whenever events or changes in circumstances indicate that the carrying value of an investment may
not be recoverable. An impairment review was performed in the current year because of the ongoing implications
of COVID-19 on the Group. In addition, the carrying amount of the net assets of the Company (2022: €163,014k,
2021: €161,106k) exceeded its market capitalisation on the last day of the year (2022: €152,371k, 2021: €95,518k).
As a result, the Company has reviewed the recoverable amount of its investment in subsidiaries. When the carrying
amount of an investment exceeds its recoverable amount, the investment is considered impaired and is written down
to its recoverable amount. At 31 December 2022 the carrying value of investment in subsidiaries amounted to
€49,030k (2021: €48,523k). During 2022 an impairment of €723k was recognised (2021: €nil) relating to an
investment in a subsidiary which holds the Hostelbookers trade for the Group. The Hostelbookers brand name was
100% impaired in 2020, and the Group do not market the brand name. Further detail is included in note 31 to the
financial statements on key assumptions included in the assessment and sensitivity analysis completed.
Recoverability of amounts due from subsidiary undertakings
Each year the Directors assess the credit risk of amounts due from subsidiary undertakings and determine the
quantum of the expected credit loss to be recognised on these assets. In the current year the Directors reviewed
the related party’s historical credit loss experience, adjusted for factors that are specific to that company, general
economic conditions and carried out an assessment of both the current as well as the forecast direction of conditions
at the reporting date, including time value of money where appropriate. The directors also took into account a review
of the Company balance sheet where the carrying amount of the net assets of the Company (2022: €163,014k,
2021: €161,106k) exceeded its market capitalisation on the last day of the year (2022: €152,371k, 2021: €95,518k).
As a result, the Company has reviewed the recoverable amount due from its subsidiary undertakings.
At 31 December 2022 the carrying value of the amounts due from subsidiary undertakings amounted to €113,449k
(2021: €112,202k). Given a repayment plan in place until 31 December 2030 the Directors have concluded that any
expected credit loss allowance required would be immaterial. Sensitivity analysis has been performed on the cashflows
included within the projections. The sensitivity analysis was based on an extension to the loan agreement signed
on 27 February 2023 extending the term of repayment of the amount due from its subsidiary undertakings from
31 December 2030 to 31 December 2035. Sensitivity analysis was performed to assess the impact of a reduction
in cashflows of 10% and no issue was found. Within the sensitivity cashflows would have to decline by over 40%
in each year before the amount due from subsidiary undertaking would not be repaid. This sensitivity analysis also
does not take into account any mitigating actions that would be taken by management should profits decline.
30. Loss for the year
As permitted by s408 of the Companies Act 2006 the Company has elected not to present its own income statement
or statement of comprehensive income for the year. The loss attributable to the Company is disclosed in the footnote
to the Company’s statement of financial position.
The auditor’s remuneration for the audit and other services is disclosed in note 4 to the consolidated financial statements.
31. Staff costs
The average monthly number of full time people employed by the Company (including Executive Directors) during
the year was as follows:
2022
2021
Average number of persons employed:
Administration and sales
4
3
Development and information technology
2
Total
6
3
The aggregate remuneration costs of these employees is analysed as follows:
2022
2021
€’000
€’000
Staff costs comprise:
Wages and salaries
1,078
798
Social security costs
129
83
Pensions costs
78
61
Other benefits
16
15
Share option charge
1,182
667
Total
2,483
1,624
32. Investments
The carrying value of the Company’s subsidiaries at 31 December 2022 is as follows:
2022
2021
€’000
€’000
At 1 January
48,523
57,026
Additions
1,230
4,555
Impairment
(723)
(13,058)
At 31 December
49,030
48,523
The Company’s subsidiaries directly owned by the Company, are disclosed in note 24.
2022 additions are capital contributions arising from the administration of the Group’s share option schemes
(2021: €1,482k). In 2021 additions of €3,073k relate to a capital contribution from Hostelworld Group PLC to
Hostelworld.com Limited during the period. These relate to the issue of warrants.
In 2022 an impairment of €723k (2021: €Nil) was recognised for Hostelworld Group PLC’s investment in Hostelworld
Services Limited following a review by management to reduce the carrying value of the investment to its value in use
where the recoverable amount was determined based on the estimated cash flows generated by the underlying assets
of the subsidiary.
In 2022 following a review performed by management no impairment was recognised for Hostelworld Group PLC’s
investment in Hostelworld.com Limited (2021: €13,058k). The recoverable amount of the investment was assessed
utilising value in use calculations which were prepared using cash flow projections based on five-year budgets
approved by the directors which included growth rates of 26% to 8% (2021: 212% to 8%), and a terminal value was
included with a long-term growth rate of 2% (2021: 2%).
Growth rates have been assessed by the Directors using their past experience of the business and their expectations
of the market. Increase in growth rates driven primarily by booking volume recoveries from COVID-19 which have
been built by market, increase in revenue volumes driven by our social strategy and growth in return customer
revenue volumes, which we can evidence from historical data. This funnel was severely impacted by COVID-19
through 2020 and 2021. The cash flow projections for the five-year period also take into account key assumptions
including historical trading performance with recovery continued to be tracked against 2019 base year (pre COVID-19),
the impact of the cost of living crisis on our customers, anticipated changes in future market conditions and climate
change factors.
The pre-tax discount rate which was applied in determining value in use was 15.4% (2021: 13.6%). The pre-tax discount
rate is based on the Group weighted average cost of capital, calculated using the Capital Asset Pricing Model
adjusted for the business specific risk. The resulting enterprise value was adjusted for net debt of the company.
In 2021, as a result of the review an impairment charge was recognised to reduce the carrying value of the investment
to its recoverable amount €44,902k based on a value in use calculations. In 2022 the Directors performed different
scenario analysis to assess the recoverability of the investment in Hostelworld.com Limited. There would have to
be nil terminal value growth and an increase in discount rate of 2.5% for the investment to be considered impaired.
33. Trade and other receivables
2022
2021
€’000
€’000
Non-current assets
Amount due from subsidiary undertakings
113,449
112,202
113,449
112,202
Current assets
Prepayments
253
229
Value added tax
27
30
Amount due from subsidiary undertakings
33
Total
280
292
The amount due from subsidiary undertakings arose primarily as a result of a term loan issued between the Company
and Hostelworld.com Limited as part of the Group reorganisation in March 2019. This amount is carried at amortised
cost. The Directors assessed the credit risk of these amounts and determined that an expected credit loss on these
assets would be immaterial. There is a repayment plan in place until 31 December 2035. The Directors reviewed
the related party’s historical credit loss experience, adjusted for factors that are specific to that company, general
economic conditions and carried out an assessment of both the current as well as the forecast direction of conditions
at the reporting date, including time value of money where appropriate.
34. Trade and other payables
2022
2021
€’000
€’000
Current liabilities
Trade payables
342
665
Accruals
406
400
Total
748
1,065
35. Events after the balance sheet date
There are no significant events after the balance sheet date.
Additional
Information
222
Appendix 1: Alternative performance measures
225
Appendix 2: Shareholder information
227
Appendix 3: Definition of terms
222
Additional Information
|
Hostelworld Annual Report 2022
Appendix 1: Alternative performance measures
The Group uses the following alternative performance measures (APMs) which are non–IFRS measures to monitor
the performance of its operations and of the Group as a whole.
Non-IFRS measures: definitions
Adjusted
EBITDA loss
Definition:
The Group uses earnings/
(loss) before interest, tax, depreciation
and amortisation, excluding exceptional
and non-cash items (Adjusted EBITDA)
as a key performance indicator when
measuring the outcome in the business
from one period to the next, and
against budget.
Why we use it:
Adjusted EBITDA
allows us to understand our baseline
profitability. We believe this alternative
performance measure reflects the key
drivers of profitability for the Group and
removes those items which do not
impact underlying trading performance.
Reconciliation between loss for the year and adjusted
EBITDA profit/(loss):
2022
2021
€’000
€’000
Loss for the year
(17,263)
(36,016)
Taxation
(649)
(562)
Net finance costs
4,301
3,501
Operating loss
(13,611)
(33,077)
Depreciation
968
1,519
Amortisation of
development costs
2,784
2,963
Amortisation of acquired
intangible assets
7,845
7,929
R&D tax credit
(102)
Impairment of intangibles
367
Exceptional items
835
588
Share based payment expense
2,396
2,162
Share of result of associate
206
225
Adjusted EBITDA loss
1,321
(17,324)
223
Adjusted loss
after taxation
(Adjusted
PAT)
Definition:
Adjusted profit after taxation
is an alternative performance measure
that the Group uses to calculate the
dividend pay-out for the year, subject to
company law requirements regarding
distributable profits and the dividend
policy within the Group.
Why we use it:
It excludes exceptional
items, amortisation of acquired domain
and technology intangibles, net finance
costs, share based payment expenses
and deferred taxation which can have
large impacts on the reported result for
the year, and which can make underlying
trends difficult to interpret.
Reconciliation between Adjusted EBITDA profit/(loss)
and loss for the year:
2022
2021
€’000
€’000
Adjusted EBITDA loss
1,321
(17,324)
Depreciation
(968)
(1,519)
Amortisation of
development costs
(2,784)
(2,963)
R&D tax credit
*
102
Net finance costs
(4,301)
(3,501)
Share of result of associate
(206)
(225)
Corporation tax
(173)
(194)
Adjusted loss after taxation
(7,009)
(25,726)
Exceptional items
(835)
(588)
Amortisation of acquired
intangible assets
(7,845)
(7,929)
Share based payment expense
(2,396)
(2,162)
Impairment charges
(367)
Deferred taxation
822
756
Loss for the year
(17,263)
(36,016)
*
R&D tax credits included in note 4 total €184k, of which €102k relates
to amortisation of development costs
Adjusted loss
per share
Definition:
Adjusted EPS is calculated
on the weighted average number of
Ordinary shares in issue, using the
adjusted loss after taxation.
Why we use it:
It is a better measure of
underlying performance than Basic EPS
as it excludes exceptional items that
are not related to ongoing operational
performance and other certain items
which do not impact underlying
trading performance.
2021
2020
Adjusted loss
after taxation (€’000)
(7,009)
(25,726)
Weighted average
shares in issue (‘m)
117.3
116.3
Adjusted loss per share (cent)
(5.97)
(22.12)
224
Additional Information
|
Hostelworld Annual Report 2022
Appendix 1: Alternative performance measures
continued
Adjusted free
cash flow
Definition:
Free cash flow adjusted
for capital expenditure, acquisition of
intangible assets, net finance costs,
net movement in working capital and
excluding the effect of exceptional costs.
Why we use it:
It is a key measure
which shows the cash that the Group is
generating/ using as it excludes certain
items which to not relate to the day to
day activities of the Group.
2022
2021
€’000
€’000
Net (decrease)/increase in
cash and cash equivalents
(6,294)
7,046
Add back
Repayment of borrowings
1,164
Proceeds from borrowings
(28,800)
Warehoused payroll taxes
(1,389)
(3,910)
Exceptional items
*
806
1,757
Adjusted free cash flow
(6,877)
(22,743)
Adjusted EBITDA profit/ (loss)
1,321
(17,324)
Adjusted free cash flow %
(521%)
(131%)
*
Exceptional items included in adjusted free cash flow exclude
professional fees included in liabilities at year end not paid.
Net average
booking value
(ABV)
Definition:
Net average booking value.
The average value paid by a customer
for a net booking.
Why we use it:
It is a key performance
indicator of the value of bookings
and commission earned on
generated bookings.
2022
2021
€’000
€’000
Net revenue
69,690
16,901
Booking engine
Deferred revenue movement
2,165
829
Adjustments to revenue
*
(1,077)
(152)
Other revenue
(218)
Advertising income
(327)
(52)
Volume incentive rebates
928
94
Net GBR
71,161
17,620
*
Primarily relates to recognition of refunds, chargebacks and
voucher provisioning.
2022
2021
Net GBR (€’000)
71,161
17,620
Net bookings (#’000)
4,777
1,455
Net ABV generated
14.90
12.11
Net gross
merchandise
value (GMV)
Definition:
Net GMV represents the
gross transaction value of bookings
on our platform less cancellations.
Why we use it:
It is a key performance
indicator which shows the total value
of transactions executed through
our platform
2022
2021
€’000
€’000
Net GMV
470,072
116,658
225
Appendix 2: Shareholder information
Financial calendar
Annual General Meeting (AGM)
09 May 2023
Announcement of
2023 Interim Results
10 August 2023
Share price
During the year ended 31 December 2022, the range of
the market prices of the Company’s ordinary shares on
the London Stock Exchange was:
Last price at 31 December 2022:
£1.15
Highest price during the year:
£1.22
Lowest price during the year:
£0.61
Daily information on the Company’s share price can be
obtained on our website:
www.hostelworldgroup.com
.
Shareholder’s enquiries
All administrative enquiries relating to shareholdings
(for example, notification of change of address, loss
of share certificates, dividend payments) should be
addressed to the Company’s registrars:
UK registrar
Computershare Investor Services plc
The Pavilions
Bridgwater Road
Bristol
BS99 6ZZ
United Kingdom
Irish registrar
Computershare Investor Services (Ireland) Ltd
3100 Lake Drive
Citywest Business Campus
Dublin 24
D24 AK82
Ireland
Company secretary and registered office
Mr. John Duggan
Hostelworld Group plc
One Chamberlain Square
Birmingham
B3 3AX
United Kingdom
Company registration number
9818705
226
Additional Information
|
Hostelworld Annual Report 2022
Appendix 2: Shareholder information
continued
Advisors
Solicitors
McCann FitzGerald
Riverside One
Sir John Rogerson’s Quay
Dublin
D02 X576
Ireland
Travers Smith LLP
10 Snow Hill
London
EC1A 2AL
United Kingdom
Financial public relations
Powerscourt
48 Upper Mount Street
Dublin
D02 YY23
Ireland
Banking
Allied Irish Banks plc
1-4 Lower Baggot Street
Dublin
D02 X342
Ireland
NatWest Commercial Banking
Floor 1
440 Strand
London
WCR2 OQS
United Kingdom
HSBC Bank plc
1 Grand Canal Square
Grand Canal Harbour
Dublin Docklands
Dublin 2
Independent auditors
Deloitte Ireland LLP
Chartered Accountants and Statutory Audit Firm
29 Earlsfort Terrace
Dublin
D02 AY28
Ireland
Brokers
Numis Securities Limited
45 Gresham Street
London
EC2V 7BF
United Kingdom
Goodbody
2 Ballsbridge Park
Ballsbridge
Dublin 4
D04 YW83
Ireland
227
Appendix 3: Definition of terms
Term
Brief description
ABV
Net average booking value. Equates to net generated revenue/net bookings
ABR
Average booking revenue. General booking revenue divided by net bookings
Adjusted FCF
Adjusted free cash flow. Calculated as adjusted free cash flow as the adjusted EBITDA for
the Group before capital expenditure, capitalised development spend, acquisition and
disposal of undertakings and adjusting for interest, tax and movements in working capital
Adjusted free cash
flow conversion
Equates to adjusted free cash flow/adjusted EBITDA
Administration
expenses
Relates to operating expenses of company excluding depreciation, amortisation and
impairment charges. Relates to marketing expenses, staff costs, credit card processing
fees, exceptional items, foreign exchange movements and other operating costs
AGM
Annual General Meeting
Android
Operating system for mobile phones and tablets
APM
Alternative performance measures. Non-IFRS measures to monitor the performance of its
operations and of the Group as a whole
BCP
Business continuity plan
Bednights
Number of booked nights per stay
BEPS
Base erosion and profit shifting. Discussed in relation to company policy against tax avoidance
BPO
Backpack online. Hostelworld proprietary hostel software
Bureau Veritas
Certification body engaged by Hostelworld in 2022 to perform research on the carbon
emissions of the hostelling sector. Study source:
www.bureauveritas.co.uk/hostelworld-
carbon-impact-analysis
CAC
Customer acquisition costs. Equates to marketing costs/new customers acquired in the
reporting period.
CDP
Carbon Disclosure Project. A not-for-profit charity that runs the global disclosure system
for investors, companies, cities, states and regions to manage their environmental impacts.
CEO
Chief Executive Officer – Gary Morrison
CFO
Chief Financial Officer – Caroline Sherry
CGUs
Cash generating units. Discussed in relation to valuation views of company assets
Chairman
Refers to Chairman of the Board – Michael Cawley
Climate Neutral
To be accredited with a climate neutral certification an organisation needs to measure their
material Scope 1, Scope 2 and Scope 3 emissions associated with their operations in line with
GHG protocol, set a reduction target aligned with near-term science-based target requirements,
finance climate action equivalent for any residual emissions through certified climate action
credits, and disclosure of all details transparently. Hostelworlds climate neutral label for 2022
and 2021 was awarded by South Pole. Website:
www.southpole.com
CPCs
Cost per clicks. Cost to an advertiser divided by number of clicks on a Hostelworld ad
Credit card fees
Processing fees relating to booking payments and transactions
CRM
Customer relationship management
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Appendix 3: Definition of terms
continued
Term
Brief description
Cookies
Cookies are small text files that are stored on a user’s computer or mobile device that are
used to store or gather information (such as remembering log-on details so a user does not
have to re-enter them when revisiting a website or opening an app) and market to customers.
Counter
Counter App – proprietary property management system
Deferred revenue
This is mainly revenue from bookings with an entitlement to free cancellation where
Hostelworld has collected the cash but cannot recognise the booking on the P&L until the
last date on which a free cancellation entitlement can be activated.
DEIB
Diversity, equity, inclusion, and belonging
D&I
Diversity and inclusion
Direct margin
Equates to net generated revenue less marketing costs
Direct Marketing
costs
Paid direct marketing costs, primarily driven by online search. Excludes operating marketing
costs such as brand marketing, blogger spend which isn’t directly revenue generating
Domestic bookings
Bookings where source IP utilised by customer making booking at country level matches
destination country of hostel
DPO
Data Protection Officer
DTRs
DTR Disclosure Guidance and Transparency Rules sourcebook
EAP
Employee assistance programme
EBITDA
Profit / (loss) before interest, tax, depreciation and amortisation and excluding exceptional
and non-cash items
ECL
Expected credit loss. Provision matrix based on the Group’s historical credit loss
experience, adjusted for factors that are specific to debtor recoverability
Elevate
Programme in place in Hostelworld until its removal in 2020. The Elevate programme gave
accommodation providers the opportunity to increase their prominence in search lists
dynamically in exchange for a higher commission rate of up to 10% above the relevant base
commission rate
ELT
Executive leadership team
Employees
Headcount employed by the Group including Executive Directors. Number presented for
employees does not include Non-Executive Directors
EPS
Earnings per share
ESG
Environmental social and governance – sustainability agenda
Exceptional items
Exceptional items by their nature and size can make interpretation of the underlying trends
in the business more difficult
Existing customers
Count of customers who have made their 2nd or subsequent bookings with Hostelworld in
a specific period
Experiential travel
A form of tourism in which people focus on experiencing a country, city or particular place by
actively and meaningfully engaging with its history, people, culture, food and environment
FCF
Free cash flow
FRC
Financial Reporting Council
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Term
Brief description
Free channels
Booking channels which have very minimal or no cost associated with them e.g navigating
directly to our website, app bookings, SEO, CRM email bookings
FTSE SmallCap Index
The Financial Times Stock Exchange SmallCap Index
Gen Z
Generation Z. A person born between 1990s and early 2010s
GBR
Gross booking revenue. Hostelworld’s share of GMV made up predominantly of commission
GDPR
General Data Protection Regulation
GHG
Greenhouse gas (used in context of emissions produced by Hostelworld)
Gross/Net
‘Gross’ in reference to a metric which doesn’t include the impact of cancelled bookings whereas
‘net’ is ‘gross’ minus the impact of cancelled bookings
Gross bookings
Count of bookings made in a specific period before cancellations
GITCs
General information technology controls
GMT
Global markets team – team that deal day to day with supply (hostels) in Hostelworld
GMV
Gross merchandise value. Gross total transaction value of bookings on our platform on which
commission is charged
Goki
Goki PTY Limited. Associate investment made by Hostelworld
GSTC
Global sustainable Tourism Council establishes and manages global standards for sustainable
travel and tourism. The GSTC criteria form the Foundation Accreditation for Certification
Bodies that certify accommodations as having sustainable policies and practices in place.
GTPI
Global tourism plastics initiative that focuses on the eliminating of problematic or unnecessary
plastic packaging and items
HOSCARs
Annual hostel awards operated by Hostelworld. A celebration for the hostels that have done
incredible things, in extraordinary circumstances voted for by travellers
HPS
HPS investment partners. Providers of the term loan facility in place
IFRS
International Financial Reporting Standard
Investors in diversity
Framework to govern diversity practices and culture, an Irish based equality
accreditation group
iOS
Operating system used for mobile devices manufactured by Apple Inc.
kWh
kilowatt-hours
Leverage
Equates to net debt/adjusted EBITDA
LGBTQ+
Lesbian, gay, bisexual, transgender, queer/questioning, and a plus to signify all of the gender
identities and sexual orientations that are not specifically covered by the other five initials
(such as non-binary and pansexual)
Linkups
Social network product which allows customers to set up their own group events for others
to join and in the future where hostels can upload their own group event catalogues
Listing rules
The Transparency Directive and Listing Rules
LTIP
Long term incentive plan
LTV/CLV
Lifetime value/customer lifetime value. The total net generated revenue we can expect to earn
from a customer during their booking lifetime with Hostelworld based on statistical modelling
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Appendix 3: Definition of terms
continued
Term
Brief description
Long haul bookings
Bookings where source IP utilised by customer making booking at continent level does not
match destination continent or country of hostel
Marketing as %
of net revenue
Equates to direct marketing costs/net generated revenue
Millennial
A person born between the early 1980s and the late 1990s
Net bookings
Gross bookings minus cancelled bookings in a reporting period
NED
Non-Executive Director, independent directors appointed to Board. Positions are held by
Michael Cawley (Chairman), Éimear Moloney, Carl Shepherd and Evan Cohen
Net debt
Equates to short-term debt + long-term debt (incl warehoused payroll taxes) –
cash and equivalents
Net generated
revenue
Gross booking revenue minus impact of cancellations
Net GMV
Gross merchant value. Gross transaction value of bookings on our platform less
cancellations (relates to HWG commission and hostel share)
Net margin
Equates to net revenue less marketing costs and credit card fees
New customers
Count of customers who have made their first booking with Hostelworld in a specific period
New customer
revenue
Net generated revenue associated with new customers in the reporting period
NIST
National Institute of Standards and Technology - Cyber security framework
OECD
Organisation for Economic Co-operation and Development
OKRs
Organisation’s objectives and key results
OTA
Online travel agent
Over tourism
The impact of tourism on a destination, or parts thereof, that excessively influences perceived
quality of life of citizens and/or quality of visitor’s experiences in a negative way
OPEX/operating
expenses
Operational expenditure – relates to total administration expenses plus depreciation,
amortisation and impairments
Paid channels
Paid marketing channels through which a customer makes a booking on our platform
e.g. Google ad channels and affiliate partnerships
PAX
Total number of travellers
PCI
Payment card Industry
PCI DSS
Payment card industry data security standard
Platform
modernisation
Internal strategy in place to update legacy technology platforms and infrastructure in place
at Hostelworld
PMS
Property management system
PSD2
Payment service directive two
PTD
The EU package travel directive
Return customer
revenue
Net generated revenue associated with returning customers in the reporting period
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Term
Brief description
Roamies
A hostel focused adventure tour product run in partnership with G Adventures
RSU
Restricted share option
SAYE
Save as you earn
SDG
Sustainable development goals
SEM
Search engine marketing
SEO
Search engine optimisation
SFMP
Sustainable forest management plan – carbon offset programme in 2021 engaged on with
South Pole
Short haul bookings
Bookings where source IP utilised by customer making booking at continent level matches
destination continent for hostel
Social members
Eligible customers who opt-in to the social network
South Pole
Partner engaged to verify and offset carbon emissions. Provided a climate neutral badge
to Hostelworld in 2021 and 2022
South Pole, recognised by the World Economic Forum’s Schwab Foundation, is a leading
climate solutions provider and carbon project developer.
Website: www.southpole.com
Staircase to
Sustainability
programme
Hostelworld programme to assist hostels on their journey to being more sustainable and
being able to champion those journeys on our site
TCFD
Taskforce for climate related financial disclosures
Total bednights
Equates to the sum of total passengers x avg no. of nights per passenger
Total passengers
Total number of guests associated with net bookings on our platform in a specific period
Total stayed
bednights
Total bednights, adjusted for no-shows
tCO
2
e
Tonnes (t) of carbon dioxide (CO
2
) equivalent (e)
TSR
Total shareholder return
UNWTO
UN environment programme and the world tourism organisation
UNHCR
The UN Refugee Agency – Hostelworld donated all revenue collected from Ukraine hostels
from the point of invasion, and match to the UNHCR
Unique customers
Count of unique customers who have made a booking in a specific period
VCS
Verified Carbon Standard (VCS). This certificate is auditable evidence with specific serial
numbers for the particular offsets Hostelworld have purchased. The Verified Carbon Standard
(VCS) Programme is one of the worlds most widely used GHG crediting programme
Warehoused
payroll taxes
Warehousing of tax debt by Irish revenue commissioners aimed at assisting businesses
who experienced cash-flow and trading difficulties during the COVID
-19 pandemic
30% club Ireland
The 30% Club is a campaign group of business chairpersons and CEOs taking action to
increase gender diversity on boards and senior management teams. It was established in
the United Kingdom in 2010 by Helena Morrissey with the aim of achieving a minimum of
30% female representation on the boards of FTSE 100 companies
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